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| 1
UAB Atsinaujinančios
Energetikos Investicijos
Audited Consolidated and Separate
Financial Statements as at and
for the year ended 31 December 2025, prepared in accordance with
IFRS, as adopted by the European Union
Closed-end Investment Company Intended for Informed Investors
Content
| 2
Statement of financial position
3
Statement of profit or loss and other comprehensive Income
4
Statement of cash flows
5
Consolidated statement of changes in equity
6
Separate statement of changes in equity
7
Explanatory note
8
I. General
9
II. Material accounting policy
13
III. Notes
28
1. Investment assets at fair value through profit or loss
29
2. Other financial assets
40
3. Prepayments
40
4. Income tax receivable and other receivables
41
5. Cash and cash equivalents
42
6. Share capital
43
7. Share premium
43
8. Legal reserve
44
9. Bonds issued
42
10. Loans received
46
11. Trade and other payables
46
12. Employee benefit obligations
46
13, Financial liabilities at fair value through profit or loss
47
14. Income
47
15. Administrative expenses
48
16. Finance costs
49
17. Income tax
49
18. Segment information
50
19. Related parties
52
20. Financial risk management
53
21. Going concern
62
22. Subsequent events
62
Annual management report of the Company and Group for FY2025
63
Corporate governance reporting
70
Confirmation of responsible persons
89
Statement of financial position
Amounts are presented in thousand EUR, unless stated otherwise
| 3
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
Company
31
31
31
31
Notes
December
December
December
December
2025
2024
2025
2024
Assets
Non-current assets
Investment assets at fair value through
profit or loss
1
165 020
159 902
165 020
159 902
Investment in subsidiaries
-
-
5
2
Income tax receivable
4
519
303
519
303
Prepayments
3
25
25
25
25
Total non-current assets
165 564
160 230
165 569
160 232
Current assets
Other financial assets
2
2 600
2 600
2 600
2 600
Other receivables
4
966
591
960
585
Prepayments
3
30
37
-
12
Cash and cash equivalents
5
5 543
26 556
5 438
26 366
Total current assets
9 139
29 784
8 998
29 563
Total assets
174 703
190 014
174 567
189 795
Equity & liabilities
Equity
Share capital
6
58 656
58 656
58 656
58 656
Share premium
7
24 119
24 119
24 119
24 119
Legal reserve
8
1 325
1 325
1 325
1 325
Retained earnings
4 701
16 450
4 687
16 376
Total equity
88 801
100 550
88 787
100 476
Non-current liabilities
Bonds issued
9
31 238
-
31 238
-
Total non-current liabilities
31 238
-
31 238
-
Current liabilities
Bonds issued
9
41 388
88 826
41 388
88 826
Loans received
10
9 065
-
9 065
-
Trade and other payables
11
620
578
589
493
Employee benefit obligations
12
83
52
-
-
Financial liabilities at fair value through
profit or loss
13
3 500
-
3 500
-
Current tax liabilities
8
8
-
-
Total current liabilities
54 664
89 464
54 542
89 319
Total liabilities
85 902
89 464
85 780
89 319
Total equity & liabilities
174 703
190 014
174 567
189 795
Statement of profit or loss and other
comprehensive income
Amounts are presented in thousand EUR, unless stated otherwise
| 4
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
Group
Company
Notes
2025
2024
2025
2024
Income
Net gain (loss) on financial assets at fair value
through profit or loss
14
2 028
(11 866)
2 028
(11 866)
Result on sale of investment
14
1 100
4 882
1 100
4 882
Dividend income
14
60
210
134
210
Net loss on financial liabilities at fair value
through profit or loss
14
(3 500)
-
(3 500)
-
Other income
14
490
660
490
660
Total net income (loss)
178
(6 114)
252
(6 114)
Expenses
Administrative expenses
15
(4 020)
(1 760)
(4 041)
(1 811)
Write-down of non-current tax asset
(118)
-
(118)
-
Total expenses
(4 138)
(1 760)
(4 159)
(1 811)
Operating loss
(3 960)
(7 874)
(3 907)
(7 925)
Finance costs
Interest expenses
16
(7 782)
(6 859)
(7 782)
(6 859)
Foreign exchange loss
-
(42)
-
(40)
Total finance costs
(7 782)
(6 901)
(7 782)
(6 899)
Loss before tax
(11 742)
(14 775)
(11 689)
(14 824)
Income tax
17
(7)
(2)
-
-
Loss after tax
(11 749)
(14 777)
(11 689)
(14 824)
Other comprehensive income (loss)
Items that may be reclassified to profit or loss
-
-
-
-
Items that will not be reclassified to profit or loss
-
-
-
-
Total comprehensive income (loss)
(11 749)
(14 777)
(11 689)
(14 824)
Statement of cash flows
Amounts are presented in thousand EUR, unless stated otherwise
| 5
Group
Company
Notes
2025
2024
2025
2024
Loss before tax
(11 742)
(14 775)
(11 689)
(14 824)
Adjustments for non-cash items and non-
operating activities:
Net loss (gain) on financial assets at fair value
through profit or loss
14
(2 028)
11 866
(2 028)
11 866
Result on sale of investment
14
(1 100)
(4 882)
(1 100)
(4 882)
Net finance costs
16
7 895
6 859
7 895
6 859
Dividends received
14
(60)
(210)
(134)
(210)
Working capital adjustments
Increase in trade and other receivables
(250)
(100)
(245)
(105)
Increase (decrease) in trade and other payables
74
(1 736)
96
(1 819)
Increase in financial liabilities at fair value through
profit or loss
3 500
-
3 500
-
Net cash flows from activities
(3 711)
(2 978)
(3 705)
(3 115)
Income taxes paid
(8)
(2)
-
-
Dividends received
14
60
210
134
210
Net cash flows from operating activities
(3 659)
(2 770)
(3 571)
(2 905)
Loans granted
1
(13 323)
(15 185)
(13 323)
(15 185)
Repayment of loans granted
1
-
2 952
-
2 952
Payment of interest on loans granted
1
-
1 037
-
1 037
Disposal of loans (bonds) and accrued interests
1
5 255
15 109
5 255
15 109
Bonds acquired
1
(2 275)
(4 917)
(2 275)
(4 917)
Redeemed bonds
1
3 366
-
3 366
-
Payment of interest on bonds
1
4 140
-
4 140
-
Acquisition of subsidiary and associate
1
-
(5)
(3)
(5)
Sale of shares of subsidiary
1
513
14 183
513
14 183
Issue of financial guarantees
2
-
(1 000)
-
(1 000)
Recovery of financial guarantees
2
-
2 275
-
2 250
Net cash flows from investing activities
(2 324)
14 449
(2 327)
14 424
Loans received
10
9 000
-
9 000
-
Bonds issued
9
15 596
17 554
15 596
17 554
Repayment of bonds principal
9
(34 200)
-
(34 200)
-
Transaction costs related to bonds issued
9
(638)
(194)
(638)
(194)
Repayment of bonds interest
9
(4 788)
(4 566)
(4 788)
(4 566)
Net cash flows from financing activities
(15 030)
12 794
(15 030)
12 794
Net change in cash and cash equivalents
(21 013)
24 473
(20 928)
24 313
Cash and cash equivalents at the beginning of the
year
26 556
2 083
26 366
2 053
Effects of changes in foreign exchange rates
-
-
-
-
Cash and cash equivalents at the end of the year
5 543
26 556
5 438
26 366
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
Consolidated statement of changes
in equity
Amounts are presented in thousand EUR, unless stated otherwise
| 6
For the financial year ended 31 December 2025
Notes
Share
Share
Legal
Retained
Total
capital
premium
reserve
earning
Balance as at 1 January 2025
58 656
24 119
1 325
16 450
100 550
Loss for the year
-
-
-
(11 749)
(11 749)
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income
-
-
-
(11 749)
(11 749)
Transfers to legal reserve
8
-
-
-
-
-
Balance as at 31 December 2025
58 656
24 119
1 325
4 701
88 801
Balance as at 1 January 2024
58 656
24 119
1 075
31 477
115 327
Loss for the year
-
-
-
(14 777)
(14 777)
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income
-
-
-
(14 777)
(14 777)
Transfers to legal reserve
8
-
-
250
(250)
-
Balance as at 31 December 2024
58 656
24 119
1 325
16 450
100 550
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
Separate statement of changes
in equity
Amounts are presented in thousand EUR, unless stated otherwise
| 7
For the financial year ended 31 December 2025
Notes
Share
capital
Share
premium
Legal
reserve
Retained
earning
Total
Balance as at 1 January 2025
58 656
24 119
1 325
16 376
100 476
Loss for the year
-
-
-
(11 689)
(11 689)
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income
-
-
-
(11 689)
(11 689)
Transfers to legal reserve
8
-
-
-
-
-
Balance as at 31 December 2025
58 656
24 119
1 325
4 687
88 787
Balance as at 1 January 2024
58 656
24 119
1 075
31 450
115 300
Loss for the year
-
-
-
(14 824)
(14 824)
Other comprehensive income for the year
-
-
-
-
-
Total comprehensive income
-
-
-
(14 824)
(14 824)
Transfers to legal reserve
8
-
-
250
(250)
-
Balance as at 31 December 2024
58 656
24 119
1 325
16 376
100 476
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
| 8
Explanatory Notes
I. General
| 9
These consolidated financial statements of UAB Atsinaujinančios energetikos investicijos (hereinafter – the Company or AEI) and its
subsidiary, as well as separate financial statements of the Company as at and for the financial year ended on 31 December 2025 were
prepared and signed by Management on 14 April 2026. According to the Law on Companies of Republic of Lithuania, the annual financial
statements prepared by the Management must be authorised for issue by the General Shareholders’ meeting. The shareholders hold the
power not to approve the annual financial statements and the right to request new financial statements to be prepared.
The Company was registered in the Register of Companies at address Lvivo g. 25, Vilnius on 15 March 2016, company code 304213372.
The Company has its registered office at address Jogailos g. 4, Vilnius. The Company specializes in renewable energy infrastructure objects
and related assets such as development of new renewable energy production sources. As investments in the renewables sector have shown
extensive growth potential the decision was made to transform the Company into a separate closed-end collective investment undertaking
to provide investors an instrument to invest directly in the renewable energy sector. Based on the decision of the Supervision Service of the
Bank of Lithuania dated 14 December 2020, the Company was reorganized into a closed-end investment company for informed investors,
after the Supervision Service of the Bank of Lithuania had approved the Articles of Association of the Company. The Company started to
operate as a closed-end investment entity on 16 December 2020. The Company’s data is compiled and stored at the state enterprise Centre
of Registers. The Company’s term of operations was initially set to expire on 5 February 2026. On 16 May 2025, the General Meeting of
Shareholders approved a resolution to extend the Company’s operations for an additional two years, until 5 February 2028. At the end of
this period, the Company will redeem its shares from the shareholders. The Company is a limited liability private legal person having its
economic and commercial, financial, and organisational independence. The Company is held liable for its obligations only to the extent of
its assets.
The objective of the Company is, by offering its shares, to collectively invest the collected funds in renewable energy infrastructure objects
and related assets such as renewable energy sources, energy efficiency projects, energy resources distribution and transmission networks
and their storage facilities, etc. and seek to earn returns for its shareholders. The redemption of the Company’s shares will be restricted up
until the end of the Company's investment activities on 5 February 2028.
As at 31 December 2025, the authorised capital of the Company amounted to EUR 58 656 thousand (as at 31 December 2024 – EUR 58 656
thousand). As at 31 December 2025, the authorised capital was divided into 58 656 399 ordinary registered shares (as at 31 December 2024
– 58 656 399) with the par value of EUR 1 each. As at 31 December 2025, the Company’s share capital is fully paid and share premium
amounted to EUR 24 119 thousand (as at 31 December 2024 – EUR 24 119 thousand). AEI does not hold its own shares.
These consolidated annual financial statements include three consolidated entities of the group – AEI, UAB AEI Development and UAB
Sorlena. These separate annual financial statements include AEI. For the purpose of these financial statements, the term Group is used to
refer to the activities and financial data of both AEI, UAB AEI Development and UAB Sorlena, whereas the term Company is used to refer to
the activities and financial data of, solely, AEI. For the explanatory notes to these financial statements, the term “Group and Company” is
used to refer to the financial data of the Company that is consistent with the consolidated financial data of the Group.
Subsidiaries and associates
As at 31 December 2025 the Company controlled the following subsidiaries and had significant influence over associates:
Country of
Date of
Ownership, %
Segment
domicile
acquisition
Subsidiary
PV Energy Projects sp. z o. o.
Poland
01/09/2020
100%
Investment activities
UAB JTPG
Lithuania
23/12/2020
89.96%
Investment activities
PL Sun sp. z o. o.
Poland
18/02/2022
100%
Investment activities
UAB Nimela
Lithuania
13/05/2022
100%
Investment activities
UAB Sorlena
Lithuania
25/02/2025
100%
Project management and consultation
services
UAB AEI Development
Lithuania
04/07/2022
100%
Project management and consultation
services
Associate
UAB Ekoelektra
Lithuania
21/04/2021
50%
Investment activities
UAB Žaliosios investicijos
Lithuania
16/09/2021
25%
Investment activities
UAB KNT Holding
Lithuania
16/03/2022
50%
Investment activities
Zala Elektriba SIA
Latvia
30/03/2023
50%
Investment activities
As at 31 December 2024 the Company controlled the following subsidiaries and had significant influence over associates:
I. General
| 10
Country of
Date of
Ownership,
Segment
domicile
acquisition
%
Subsidiary
PV Energy Projects sp. z o. o.
Poland
01/09/2020
100%
Investment activities
UAB JTPG
Lithuania
23/12/2020
89.96%
Investment activities
PL Sun sp. z o. o.
Poland
18/02/2022
100%
Investment activities
UAB Nimela
Lithuania
13/05/2022
100%
Investment activities
UAB AEI Development
Lithuania
04/07/2022
100%
Project management and consultation
services
UAB PV Holding
Lithuania
08/10/2024
100%
Investment activities
Associate
UAB Saulės energijos projektai
Lithuania
15/06/2016
30%
Investment activities
UAB Ekoelektra
Lithuania
21/04/2021
50%
Investment activities
UAB Žaliosios investicijos
Lithuania
16/09/2021
25%
Investment activities
UAB KNT Holding
Lithuania
16/03/2022
50%
Investment activities
Zalais Speks SIA
Latvia
29/03/2022
50%
Investment activities
Zala Elektriba SIA
Latvia
30/03/2023
50%
Investment activities
The Group’s subsidiaries and associates are financed through a combination of external borrowings and shareholder funding. Certain
borrowing arrangements and contractual agreements include provisions that may restrict the ability of these entities to transfer funds to
the Company in the form of cash dividends or to repay loans or advances provided by the Company. Such provisions may include financial
covenants, cash sweep mechanisms and requirements to maintain reserve accounts. In addition, the Company may from time to time
provide guarantees, support letters or other forms of financial or operational support to its subsidiaries and associates, including
commitments or intentions to assist these entities in obtaining external financing or fulfilling their contractual obligations.
The following disclosures describe significant financing arrangements, covenant requirements, cash sweep mechanisms, guarantees and
other support arrangements affecting the Company’s subsidiaries and associates as at 31 December 2025 and 31 December 2024.
As at 31 December 2025 and 31 December 2024, the subsidiary PV Energy Projects sp. z o.o. had a loan agreement in place containing
certain financial covenants. The subsidiary is required to comply with the following covenants: Historic Average Debt Service Coverage Ratio
and Loan Life Coverage Ratio. Full funding of the Debt Service Reserve Account and the Maintenance Reserve Account if covenant
thresholds are not met. In addition, the loan agreement includes a cash sweep mechanism requiring the subsidiary to allocate 30% of excess
cash (after scheduled repayment of principal and interest) toward prepayment of the bank loan.
As at 31 December 2024, the subsidiary PL SUN sp. z o. o. had a short-term financing agreement incorporating a 100% cash sweep
mechanism, under which all excess cash generated by operating projects was required to be applied toward debt repayment. The original
maturity date of this facility was 15 November 2025, however, due to delays in the refinancing process, the lenders and PL SUN sp. z o. o.
agreed to extend the maturity date to 16 January 2026. On 12 December 2025, PL SUN sp. z o. o. entered into a long-term financing
agreement to refinance existing external financing, complete the construction process, and partially repay loans granted by the Company.
The first drawdown under the new facility occurred in January 2026. Under the terms of the long-term financing agreement, a cash sweep
mechanism has been established requiring 25% of excess cash to be applied toward prepayment of the external loan. The subsidiary is
subject to customary financial covenants, including Debt Service Coverage Ratio and Projected Debt Service Coverage Ratio. In addition,
the subsidiary is required to ensure full funding of the Debt Service Reserve Account and the Maintenance Reserve Account if covenant
thresholds are not met.
As at 31 December 2025 and 31 December 2024, the associate UAB Žaliosios investicijos group entities had an external financing agreement
that includes a cash sweep mechanism. Under this agreement, the creditor is entitled to a share of free cash flow ranging from 67.5% to
95% after scheduled interest payments. On 26 October 2021, the Company issued a parent company guarantee to EE Lithuania Emerald
ApS, unconditionally guaranteeing the full and timely fulfilment of payment obligations under the share purchase agreement relating to the
entire share capital of UAB EE Emerald Holding. The Company’s contingent liability under this guarantee is limited to EUR 8,966 thousand.
As at 31 December 2025, the warranty period expired. UAB Žaliosios investicijos has entered to arbitration proceedings with the project
seller concerning the calculation of the acquisition price. The dispute relates to the variable component of the purchase price and its
calculation methodology. The final amount remains under review; however, based on the Company’s current assessment, no material
impact on the Company’s financial position is expected.
As at 31 December 2025, the associate Zala Elektriba had an external financing agreement that requires compliance with the following
financial covenants: Loan Life Coverage Ratio, Historic Debt Service Coverage Ratio. The first testing date for these covenants is 31
December 2027. In the event of a covenant breach, the shareholders are required to make additional contributions to the associate within
I. General
| 11
one month. On 31 March 2025, the Group issued a guarantee to support and secure the obligations of WPR2 SIA under a wind turbine supply
contract dated 28 March 2025, entered with Nordex Latvia SIA. As at 31 December 2025 the liability of the Company under this guarantee
amounts to EUR 20 892 thousand. On 21 July 2025, the Company issued a guarantee to PS “MB.MS” confirming that the project developed
by the associate will fulfil its obligations under the engineering, procurement, construction and commissioning of balance of plant
agreement. The maximum liability under this guarantee is limited to EUR 10 000 thousand. On 13 October 2025, the Company issued a
guarantee in connection with the project acquisition share purchase agreement (SPA), confirming that the associate will perform its
obligations under the agreement. The guaranteed amount is limited to EUR 1 000 thousand.
During the reporting years ended 31 December 2025, and 31 December 2024, the Group issued support letters to its subsidiaries and
associates. In these letters, the Group confirmed its intention to continue the development and construction of projects over the 12 months
following the issuance of the subsidiaries' or associates' financial statements. Additionally, the Group expressed the possibility of providing
financial and other support, to the extent economically justified, to ensure the continuity of their operations and the fulfilment of their
obligations.
Subsidiaries and associates of the Company specialize in the production of energy from renewable energy resources. They are measured
at fair value through profit or loss and are not consolidated in consolidated financial statements. As at 31 December 2025 and 31 December
2024, the fair values of the shares of the Company’s subsidiaries were as follows:
As at 31 December 2025
As at 31 December 2024
Number of shares
Fair value of shares
Number of shares
Fair value of shares
(kEUR)
(kEUR)
Subsidiary
PV Energy Projects sp. z o. o.
45 000
1 201
45 000
-
UAB JTPG
2 249
1
2 249
-
PL Sun sp. z o. o.
100
-
100
-
UAB Nimela
2 500
-
2 500
-
UAB PV Holding
-
-
100
-
Associate
UAB Saulės energijos projektai
-
-
9 180
47
UAB Ekoelektra
50
5 866
50
-
UAB Žaliosios investicijos
7 209 746
27 358
7 209 746
23 452
UAB KNT Holding
1 251
-
1 251
-
Zalais Speks SIA
-
-
1 400
-
Zala Elektriba SIA
12 149 205
22 738
2 829 878
8 022
As at 31 December 2025 subsidiaries which provided project management and consulting services, bridge financing to the Company was
UAB AEI Development. As at 31 December 2025 and 31 December 2024, the controlled number of shares and value of shares of subsidiary
are provided below:
As at 31 December 2025
As at 31 December 2024
Number of shares
Value of shares
Number of shares
Value of shares
(kEUR)
(EUR)
Subsidiary
UAB AEI Development
100
-
100
70
UAB Sorlena
1 000
-
-
-
The subsidiaries UAB AEI Development and UAB Sorlena provides project management and consulting services, bridge financing services
to the Company, therefore its' financial results are consolidated in consolidated financial statements. In separate financial statements
investment in subsidiaries UAB AEI Development and UAB Sorlena is measured at cost.
Other Group companies specialize in the production of energy from renewable energy resources, they are measured at fair value through
profit or loss and are not consolidated.
The financial year of the Group coincides with the calendar year.
I. General
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The Company is managed by management company UAB LORDS LB Asset Management (hereinafter – the Management Company), set up
and registered on 8 September 2008, company code 301849625, having its registered office at address: Jogailos g. 4, Vilnius, Lithuania.
Data on the Management Company are compiled and stored in the Register of Legal Entities of the Republic of Lithuania.
By the decision of the Securities Commission of the Republic of Lithuania of 23 December 2008, UAB LORDS LB Asset Management was
issued Licence No. VĮK – 016 to engage in the activities of management companies operating under the Law on Collective Investment
Undertakings of the Republic of Lithuania. By Decision No. 03-201 of the Board of the Bank of Lithuania dated 5 December 2013 the
management company’s Licence No. VĮK – 016 was expanded with the right to manage collective investment undertakings established
under the Law on Collective Investment Undertakings Intended for Informed Investors of the Republic of Lithuania. On 23 June 2015, the
Management Company was issued Licence No. 1 to engage in the activities of the management company operating under the Law on
Managers of Alternative Collective Investment Undertakings.
As at 31 December 2025 and UAB AEI Development which provides project management and consulting services to the Company had
14 employees (as at 31 December 2024 – 14 employees). As at 31 December 2025 UAB Sorlena had 1 employee.
The Depository of the Company is AB SEB bankas, company code 112021238, registered office address: Konstitucijos pr. 24, Vilnius,
Lithuania.
The audit company of the Company is Uždaroji akcinė bendrovė „PricewaterhouseCoopers“, Company code 111473315, Lvivo st. 21-101,
LT-09309 Vilnius, Lithuania. Registered with the Register of Legal Entities of the Republic of Lithuania.
Investments of the Company
The objective of the Company is to earn a return for the Company’s investors on investment in renewable energy infrastructure objects and
related assets. Renewable energy infrastructure objects and related assets include renewable energy powerplants, energy efficiency
projects, energy resource distribution and transmission networks and their storage facilities, etc.
By investing in infrastructure objects and related assets, the Company acquires equity and non-equity securities, which may also include
convertible bonds, movable and immovable properties.
The Company’s free cash flows may be invested into: (1) EU government bonds with a maturity not exceeding 3 years, liquid and with an
investment grade rating (by S&P or alternative certified rating agency), (2) deposits held in EU credit institutions with a maturity not exceeding
1 year.
The Company may conclude derivative financial instrument transactions only for the purposes of risk management, thus seeking to hedge
the Company’s portfolio against potential adverse market changes.
Redemption of shares of the Company
Upon liquidation of the Company, the priority is given to liabilities settled to the Company's creditors, and after deductions are made, the net
assets are distributed to the shareholders. Net assets are distributed in the same manner and under the same conditions to all the
shareholders by redeeming the Company's issued shares. The Company's net assets are divided in proportion to the shares held by each
investor, by multiplying by the number of shares held by the shareholder.
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II. Material accounting policy
II. Material accounting policy
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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the annual periods presented, unless otherwise stated.
1. Investment entity and basis of preparation
Investment entity
Investors of the Company hold equity securities issued by the Company which are ordinary registered shares. The Company's management
concludes that the Company is an investment entity, regardless of its legal status of a limited liability company up until 16 December 2020
or closed-end company since 16 December 2020 up until the reporting date, as it has main components defining an investment entity:
- Collects funds from more than one investor for the purpose of providing those investor(s) with investment management services
(investment services condition);
- Holds several investments to diversify its risk and maximize its returns;
- Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment
income, or both (business purpose condition). As part of this commitment, the Company may engage in activities such as
providing management services, loans, bonds, or guarantees to its investees, all of which are aimed at enhancing the value of
investments and maximizing returns. These activities are undertaken to support the entity's overall goal of increasing the returns
to its investors, without representing separate substantial business activities or sources of income beyond the core investment
strategy;
- Measures and evaluates the performance of substantially all its investments on a fair value basis (fair value condition).
Management has assessed that it complies with investment services condition as the Company’s goal is solely to collect pool of funds from
different investors and to provide returns from capital appreciation.
Subsidiaries
The Company has two types of subsidiaries. One type of subsidiary is a controlled subsidiary (hereinafter referred to as unconsolidated
subsidiary). In consolidated financial statements unconsolidated subsidiaries are measured at fair value through profit or loss and are not
consolidated in accordance with IFRS 10. Change in fair value of investment in a controlled subsidiary is recognized in statement of profit
or loss, the value is determined consistently with the fair value measurement principles described in section 12 of the accounting policy. In
separate financial statements investments in controlled subsidiaries are measured at fair value through profit or loss.
The second type of subsidiaries provide investment related services (investment advisory services, investment management services) to
investors and third parties (hereinafter referred to as consolidated subsidiary). They themselves are not investment entities. In assessing
whether it meets the definition of an investment entity, the Company assesses whether the provision of services to third parties is a
secondary activity in relation to its main investment activity. In consolidated financial statements investments in subsidiaries that provide
services related to the Company's investment activities are consolidated. In separate financial statements investments in subsidiaries that
provide services related to the Company’s investment activities are measured at cost, less impairment losses, if any. At the end of each
financial year, Management Company of the Company, determines whether there is objective evidence that the investment in the subsidiary
is impaired. If there is such evidence, the Company calculates the amount of impairment as the difference between the recoverable amount
of the subsidiary and its carrying value and then recognizes the loss in the separate Statement of Profit or Loss and Other Comprehensive
Income for the period in which it is incurred.
Associates
Associates are described as entities over which the Company has significant influence but not control or joint control. In consolidated
financial statements and separate financial statements, investments in associates that are part of the Company's investment portfolio are
measured at fair value through profit or loss, regardless of whether the Company has a significant influence over such entities.
Basis of preparation
The financial statements have been prepared in compliance with International Financial Reporting Standards (IFRS), as adopted by the
European Union (EU). These financial statements of the Company have been prepared in accordance with all requirements of IFRS as at 31
December 2025.
II. Material accounting policy
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The Company’s financial accounting books and records are maintained separately from those of the Management Company according to
the approved chart of accounts. The Company is required to follow the requirements of the Law on Collective Investment Undertakings
Intended for Informed Investors of the Republic of Lithuania (LCIUII).
The financial statements are prepared based on the going concern principle and the assumption of continued operations in the foreseeable
future. According to the Company’s Prospectus and Articles of Association, the Company will operate until 5 February 2028. The assessment
of going concern is disclosed in Note 21.
The values of the Company’s assets and liabilities, as well as all amounts reported in the financial statements are presented in euros.
Transactions denominated in foreign currencies are translated at the official exchange rate of the Bank of Lithuania effective at the date of
the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of assets and liabilities
denominated in foreign currencies are recognized in the Statement of profit or loss and other comprehensive income. Such balances are
translated at the exchange rate at the end of the reporting period.
2. Principles of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiary (hereinafter – the Group) as at
31 December 2025 and 31 December 2024. The consolidated financial statements only include financial statements of subsidiary that is
not an investment entity and whose main purpose and activities are to provide services related to the investment entity’s project
management activities.
The Company is considered to have control when it has:
- power over the investee;
- rights to a variable return on investment; and
- power to affect the return on investment.
The Company reassesses whether it controls an investee if the facts and circumstances indicate a change in one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company acquires control of the subsidiary and cease when the Company loses control of
the subsidiary. The results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date on which the
Company obtains control until the date that the Company ceases to control the subsidiary.
Where necessary, the financial statements of subsidiaries are adjusted to ensure consistency with the accounting policies adopted by the
Group.
All the Group’s assets and liabilities, equity, income, expenses, and cash flows related to intra-group transactions are eliminated on
consolidation.
Changes in the Group's share in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying
amounts of the Group and non-controlling interest is adjusted to reflect changes in their relative interests in subsidiaries. Any difference
between the amount by which the non-controlling interest interest is adjusted and the fair value of the consideration paid or received is
recognized directly in equity and attributed to the owners of the Group.
When the Group loses control of a subsidiary, the gain or loss on disposal recognized in profit or loss is calculated as the difference between
(i) the fair value of the consideration received and the Group's interest in the entity after the transaction and (ii) the previous carrying amount
of assets (including goodwill) minus the liabilities of the subsidiary and non-controlling interest interests. All amounts previously recognized
in other comprehensive income relating to a subsidiary are accounted for as if the Group had directly transferred the related asset or liability
of the subsidiary (i.e., reclassified to profit or loss or transferred to another category of equity as required / permitted by applicable IFRS).
Any investment retained in a former subsidiary after the transfer of ownership of the subsidiary is carried at fair value on initial recognition
in accordance with IFRS 9 Financial Instruments, or at cost of a subsidiary.
IFRS 10 sets out principles of consolidation for investment entities. In its consolidated financial statements, an investment entity shall:
- consolidate any subsidiary that is not an investment entity and whose main purpose and activities are providing services that
relate to the investment entity’s investment activities and apply the requirements of IFRS 3 to the acquisition of any such
subsidiary; and
- measure all other investments in a subsidiary at fair value through profit or loss in accordance with IFRS 9.
II. Material accounting policy
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3. Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree.
For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in
administrative expenses.
Assets acquired and liabilities assumed at the acquisition date are recognized at fair value, except for:
- Deferred tax assets or liabilities arising from the assets acquired and liabilities assumed in a business combination are measured
and recognized in accordance with IAS 12 "Income taxes";
- Liabilities (or assets, if any) related to the acquiree’s employee benefit arrangements are measured and recognized in accordance
with IAS 19 "Employee benefits";
- Liabilities or equity instruments related to payments for the acquiree's shares or payments for shares made to replace the
acquiree's share-based payments are measured in accordance with IFRS 2 "Share-based Payment" at the time of acquisition;
- Assets that are classified as held for sale in accordance with IFRS 5 "Non-current Assets Held for Sale and Discontinued
Operations". Such assets are measured in accordance with IFRS 5.
Lease liabilities arising as at acquisition date are measured at the present value of the remaining lease payments in accordance with IFRS
16, as if the acquired leases were new leases at the acquisition date. Right-of-use assets acquired at the acquisition date are measured at
the same amount as the lease liabilities, adjusted to reflect favourable or unfavourable terms of the leases when compared with market
terms.
The Company determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive
process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical
to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge,
or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or
scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
When the Company acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances, and pertinent conditions as at the acquisition date.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for
non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the fair value of
the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified
all the assets acquired and all the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the
acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration
transferred, then the gain is recognised in profit or loss.
Goodwill is not amortized but it is reviewed for impairment at least annually. For the impairment testing, goodwill is allocated to each cash-
generating unit (or group of cash-generating units) of the Company. Cash-generating units to which goodwill has been allocated are tested
for impairment annually or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of a cash-
generating unit is less than it carrying amount, the impairment loss is allocated first to reduce the carrying amount of goodwill allocated to
the unit and then to other assets in proportion to its carrying amount. Impairment losses on goodwill are not reversed in a subsequent
period. When a cash-generating unit is sold, the amount of goodwill allocated is included in determining the gain or loss on sale.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the
Group presents preliminary amounts for items for which the accounting is incomplete. These provisional amounts are adjusted during the
measurement period or additional assets or liabilities are recognized to reflect new information received about facts and circumstances
that existed at the acquisition date that would have affected the amounts recognized at the acquisition date.
When the Group acquires shares of new entities, management considers the substance of the assets and activities of the acquiree in
determining whether the acquisition represents the acquisition of a business or assets. Where acquisitions of shares of new entities are not
determined to be an acquisition of a business, they are treated as asset acquisitions rather than as business combinations.
4. Income recognition
The Group's income includes interest income and gain on change in fair value of financial assets at fair value through profit or loss.
II. Material accounting policy
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Interest income is accrued over the period on the outstanding balance and at the effective interest rate, which accurately discounts the
estimated future cash inflows over the estimated useful life of the financial asset to its net carrying amount.
The gain on a realized financial asset classified as financial assets at fair value through profit or loss is recognized in profit or loss. The gain
is measured as the difference between the asset’s fair value as of the date of the last issued audited financial statements and the
consideration received upon disposal.
5. Expense recognition
Expenses are decreases in assets, or increases in liabilities, that result in decreases in equity. Expenses are recognised on an accrual basis
as they are recognized when incurred, regardless of when the cash is disbursed. The cost is usually estimated by the amount of money paid
or payable, excluding VAT. In cases where there is a long (over 1 year) settlement period and no interest is charged, the cost is estimated
by discounting the settlement amount at the market interest rate.
The following costs are covered from the Company’s assets: the Company’s management fee, depository service fees, auditors’ fees,
Company’s incorporation (business structuring) costs, investment object acquisition, management and sale costs, costs of financial
institutions, remuneration to the Company’s property appraisers, the Company’s financial accounting, NAV calculation fees and share value
estimation services, currency conversion fees, costs of foreign exchange and interest rate swaps, litigation costs, costs related to loans
obtained on behalf of the Company exceeding income from loans granted on behalf of the Company to its special-purpose vehicles (SPV),
fees for the management of the Company’s securities and other accounts, fees for the safekeeping of the Company’s securities, fees for
the management of the shareholders’ personal securities accounts, costs of execution, registration and deregistration of security
instruments, costs of enforced debt recovery, state and municipal fees and charges, costs of preparation, translation and presentation of
information on the Company, costs of preparation and revision of the Articles of Association, the Prospectus and the Key Investor
Information Document, consultancy costs, notary fees, costs of registration and legal services, costs of insurance for the persons of the
Management Company responsible for the Company’s activities, costs incurred by the Investment Committee in connection with the
Company’s activities, and the Company’s presentation.
All payments to the Management Company and the depository are recognized on accrual basis .
6. Employee benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if
the Company has a present legal or constructive obligation to pay this amount because of past service provided by the employee and the
obligation can be estimated reliably.
7. Income tax
The calculation of income tax is based on the annual profit, considering the deferred income tax. Income tax is calculated in accordance
with the requirements of the tax laws of the Republic of Lithuania.
The corporate income tax rate applicable to companies of the Republic of Lithuania is 16%.
Tax losses may be carried forward for an indefinite period, except for losses arising from the transfer of securities and / or derivatives. Such
a transfer is terminated if the Company ceases to carry on the activities that caused the loss unless the Company ceases to carry on the
activities for reasons beyond its control. Losses from the transfer of securities and / or derivatives can be carried forward for 5 years and
covered only from the profit of the same type of transactions. The amount of deductible tax losses carried forward may not exceed 70% of
the amount of taxable profit for the reporting year.
Deferred tax is provided using the balance sheet liability method. Deferred tax reflects the net tax effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax
assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled,
based on tax rates that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax assets are recognized in the statement of financial position to the extent that it is probable that future taxable profits will be
available against which the asset can be utilized. If it is probable that part of the deferred tax will not be realized, this part of the deferred tax
is not recognized in the financial statements.
II. Material accounting policy
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Based on the provisions of the Law on Corporate Income Tax of the Republic of Lithuania, income of collective investment undertakings is
non-taxable, and expenses are non-deductible accordingly.
8. Share capital
The Company classifies financial instruments issued as financial liabilities or equity instruments in accordance with the substance of the
contractual terms of the instruments.
Some financial instruments include a contractual obligation for the issuing entity to deliver to another entity a pro rata share of its net assets
only on liquidation based on the IAS 32. The obligation arises because liquidation either is certain to occur and outside the control of the
entity (for example, a limited life entity) or is uncertain to occur but is at the option of the instrument holder. As an exception to the definition
of a financial liability, an instrument that includes such an obligation is classified as an equity instrument if it has all the following features:
a) It entitles the holder to a pro rata share of the entity’s net assets in the event of the entity’s liquidation. The entity’s net assets are
those assets that remain after deducting all other claims on its assets. A pro rata share is determined by:
- dividing the net assets of the entity on liquidation into units of equal amount; and
- multiplying that amount by the number of the units held by the financial instrument holder.
b) The instrument is in the class of instruments that is subordinate to all other classes of instruments. To be in such a class the
instrument:
- has no priority over other claims to the assets of the entity on liquidation, and
- does not need to be converted into another instrument before it is in the class of instruments that is subordinate to all other
classes of instruments.
c) All financial instruments in the class of instruments that is subordinate to all other classes of instruments must have an identical
contractual obligation for the issuing entity to deliver a pro rata share of its net assets on liquidation.
Further, for an instrument to be classified as an equity instrument, in addition to the instrument having all the above features, the issuer
must have no other financial instrument or contract that has:
a) total cash flows based substantially on the profit or loss, the change in the recognised net assets or the change in the fair value
of the recognised and unrecognised net assets of the entity (excluding any effects of such instrument or contract); and
b) the effect of substantially restricting or fixing the residual return to the instrument holders.
For the purposes of applying this condition, the Company shall not consider non-financial contracts with a holder of an instrument described
in paragraphs above that have contractual terms and conditions that are like the contractual terms and conditions of an equivalent contract
that might occur between a non-instrument holder and the issuing entity. If the entity cannot determine that this condition is met, it shall not
classify the instrument as an equity instrument.
Respectively, the Company does not hold any other instruments that would meet the criteria described above, as the Company only issued
equal shares which shall be redeemed upon the liquidation. Redemption of the shares as at liquidation date does not have any restrictions
as all the remaining funds shall be distributed to the Shareholders by principles applied in the paragraphs above. Finally, no other side
contracts, beside the share purchase agreements exist between the Company and the shareholders.
The Company's shares meet the conditions listed above and all the shares are classified as equity, since all amount of the equity is subject
to repurchase that entity will make in the future – carrying amount attributable to single class of owners.
The redemption of the Company's shares is restricted. During the period of operation of the Company, the shares of the Company are held
by the shareholders and will not be redeemed on demand. The shares will be redeemable by the decision of the Company's general meeting
of shareholders on pro rata basis to all shareholders. The Company's shares are also redeemed during the Company's liquidation procedure.
The Company's shares may be redeemed during the Company's operations if:
- the Company has free funds that it does not intend to invest in;
- there is the decision of the general meeting of shareholders to reduce the issued capital of the Company and to pay out funds to
the shareholders or the Company to acquire its own shares.
Upon payment of the Company's funds to the shareholders, the Company's funds are paid to the shareholders in accordance with the
procedure for reduction of the issued capital. After the reduction of issued capital shareholders are paid an amount proportional to the par
value of their shares.
When the liquidation of the Company is carried out, the shares shall be redeemed by distribution of the Company's assets remaining after
settlement with the Company's creditors to the shareholders. The distribution of assets is performed by the Company’s liquidator, whose
role may be appointed to the management Company.
II. Material accounting policy
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In order to pay free funds to the shareholders during the period of operation of the Company by the relevant resolution of the general meeting
of shareholders and in accordance with the procedure, the Company may arrange and carry out the acquisition of its own shares from the
shareholders.
The total nominal value of the acquired shares together with the nominal value of shares already held may not be greater than 1/10 of the
issued capital. The Company ensures equal opportunities for all shareholders to transfer the shares to the Company. The maximum and
minimum purchase price of the shares, considering the last calculated NAV is determined by the general meeting of shareholders. The term
within which the Company may acquire own shares may not exceed 12 months. Resolution of the general meeting of shareholders regarding
the acquisition of shares may be cancelled by another resolution of the general meeting of shareholders, if the market special circumstances
arise, such as the economic crisis, the deterioration of the Company's operating conditions, geopolitical tensions, etc.
The current amount of equity represents the amount that would be paid to shareholders if redemption or repurchase is executed as of
reporting date. The value of the financial instruments is determined by incorporation of fair value of investment instruments where
discounted cash flow valuation techniques are used.
9. Financial assets
Initial recognition and measurement
Financial assets are recorded when the Company grants or acquires the right to receive cash or other financial assets. Planned transactions,
guarantees and warranties obtained are not recognised as the Company’s assets unless they comply with the definition of financial assets.
The Company initially recognises regular-way transactions in financial assets at fair value on the trade date, which is the date on which the
Company becomes a party to the contractual provisions of the instrument. Other financial assets are recognised on the date on which they
are originated.
Financial assets are classified into the following specified categories: financial asset at amortised cost, financial assets at fair value through
other comprehensive income, financial assets at fair value through profit or loss.
After initial recognition, financial assets are classified into the afore-mentioned categories based on the business model the Company
applies when managing its financial assets. The business model applied to the group of financial assets is determined at a level that reflects
how all groups of financial assets are managed together to achieve a particular business objective of the Company. The intentions of the
Company’s management regarding separate instruments have no effect on the applied business model. The Group may apply more than
one business model to manage its financial assets.
The business model for managing financial assets is a matter of fact and not merely an assertion. It is typically observable through the
activities that the Company undertakes to achieve the objective of the business model. In determining the business model applicable for
managing financial assets, the Company justifies its decision not by a single factor or activity, but in view of all relevant evidence that is
available at the date of the assessment.
The Company recognises a financial asset in its statement of financial position when, and only when, the Company becomes party to the
contractual provisions of the instrument. The purchase or sale of financial assets is recognised and derecognised, as applicable, using trade
date accounting.
At initial recognition, the Company measures financial assets at fair value, except for trade receivables that do not have a significant
financing component. At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs comprise all charges and commission that the Company would not have paid if it had not entered into an agreement on
the financial instrument.
Subsequent measurement
For the purpose of financial measurement financial assets are classified into the following categories:
- financial assets at amortised cost;
- financial assets at fair value through profit or loss;
- financial assets at fair value through comprehensive income.
II. Material accounting policy
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Financial assets measured at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met:
a) the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash
flows;
b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are tested for impairment.
Interest income is recognized using the EIR and gains and losses are recognised in profit or loss when the asset is derecognised, modified,
or impaired.
As the business model for the Company‘s other financial assets (except investments assets measured at fair value through profit and loss
(next section)) is to hold assets to collect contractual cash flows and they are solely payments of principal and interest, other financial
assets are measured at amortised cost. They comprised trade and other receivables, cash, and cash equivalents.
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are
measured at amortised cost. Interest income from these financial assets is calculated using the effective interest rate method and presented
as “other income” in the statement of comprehensive income. Any gain or loss arising on derecognition is recognised directly in profit or
loss. Impairment losses are presented as separate line item in the statement of comprehensive income.
The Group holds restricted cash to provide bank guarantees and to confirm that subsidiaries would perform their obligations under
agreements related with investing in solar and wind farm infrastructure (refer to Note 2). Restricted cash refers to cash and cash equivalents
balances held by the Group that are not available for general use by the Group. Restricted cash to provide financial guarantees is
subsequently measured at amortised cost and is tested for impairment.
For the year ended 31 December 2025, financial assets subsequently measured at amortised cost included restricted cash for guarantees,
prepayments, other receivables, cash and cash equivalents and long-term deposits.
Financial assets measured at fair value through profit and loss
The Company has main components meeting the definition of an investment entity, therefore it has been treated as an investment entity
since its establishment and based on IFRS 10, it measures and evaluates the performance of substantially all its investments on a fair value
basis (fair value condition).
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial
recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. The mandatory
classification includes:
- financial assets that are held in a business model other than held to collect contractual cash flows, including those, that are
classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term;
- financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value
through profit or loss, irrespective of the business model.
The Company’s goal is solely to collect pool of funds from different investors and to provide returns from capital appreciation. The business
model of the Company is to manage investment into subsidiaries together with loans granted to subsidiaries as one portfolio and evaluate
their performance on a combined fair value basis. Therefore, the portfolio is neither held to collect contractual cash flows nor held both to
collect contractual cash flows and to sell financial assets. Consequently, such portfolio of financial assets is measured at fair value through
profit or loss.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair
value recognised in the statement of profit or loss.
IFRS 13 sets out a list of valuation approaches and techniques that can be used in order to determine fair value of a financial instrument.
Valuation approaches include market approach, income approach and combinations of approaches. Market approach includes valuations
techniques like transaction price paid for an identical or a similar instrument of an investee and comparable company valuation multiples
technique. Income approach includes valuation techniques like discounted cash flows method, dividend discount model, capitalisation
model. An example of combination of approaches is adjusted net asset method.
As at 31 December 2025 and 31 December 2024, the Company had investments in equity and debt instruments of subsidiaries and
associates that were recognized and subsequently measured at fair value. The fair value of investments is determined based on valuation
II. Material accounting policy
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reports prepared by independent valuer using the income and asset approaches. As at 31 December 2025 and 31 December 2024, the
Company also had other receivables that were measured at fair value which was determined using income approach.
Loans and receivables are classified as current assets unless they have a maturity of more than 12 months after the statement of financial
position date. In the latter case, they are classified as non-current assets.
Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash. The term of
such investments does not exceed three months and the risk of changes in value is very low. The carrying amount of this asset approximates
its fair value.
Derecognition of financial assets
Financial assets are derecognised when:
- the rights to cash flows of the asset have expired;
- the Company has retained the right to the cash flows but has undertaken to pay the full amount to a third party under the pass-
through arrangement agreement within a short period of time;
- the Company has transferred its right to receive cash inflows from the assets or has transferred substantially all the risks and
rewards of ownership of the financial assets or has neither transferred nor retained substantially all the risks and rewards of
ownership but has transferred control of the assets.
When the Company transfers rights to the cash flows of an asset but neither transfers nor retains the risks and rewards of ownership of the
asset and does not transfer control of the asset, the asset is recognized to the extent that the Company is still a party to the asset.
Impairment of financial assets
Impairment requirements are applied to recognise lifetime expected credit losses for all financial instruments for which there have been
significant increases in credit risk since initial recognition. If the credit risk on a financial instrument has not increased significantly since
initial recognition, an entity measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit
losses (ECL).
The Management Company constantly monitors the Company’s risk profile, indicators, and its compliance with intended limits.
For the impairment of investment assets at fair value through profit or loss, other receivables, the Company applies a simplified approach
due to a low credit risk. At reporting date, the Company evaluates whether the debt instruments are considered to have low credit risk using
all reasonable and supportable information that is available without undue cost and effort. The Company considers that there has been
significant increase in credit risk when contractual payments are more than 30 days past due. The Company’s Investment assets at fair
value through profit or loss comprise of acquired bonds of subsidiaries and associate’s, loans granted to subsidiaries and associates.
The Company considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the
Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely
to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group.
In addition to assessing the amounts of other receivables, loans, and bonds, the Company evaluates the development and construction
progress of the projects it finances. This includes considering all reasonable and supportable information available, such as indicators that
the projects may not be completed as planned. The Company also assesses the counterparty’s ability to secure the necessary funding to
cover outstanding receivables and evaluates whether there are any factors suggesting that the projects may be delayed or not completed.
Furthermore, the Company considers the likelihood that third parties involved in the projects intend to continue with the projects, as part of
its assessment of expected credit losses.
The Company assesses on a forward-looking basis the expected credit loss associated with its financial assets carried at amortised cost.
The impairment methodology applied depends on whether there has been a significant increase in credit risk.
The Group uses the following approaches to determine impairment losses:
- general approach (basic);
- simplified approach for trade receivables.
ECL is calculated using the “three-stage” approach (the “general approach”) for impairment:
II. Material accounting policy
| 22
Stage 1
Includes financial instruments that have not had a significant increase in credit risk since initial recognition or that have low credit risk at the
reporting date. For these assets, 12-month ECL are recognised and interest revenue is calculated on the gross carrying amount of the asset
(that is, without deduction for credit allowance). 12-month ECL are the expected credit losses that result from default events that are possible
within 12 months after the reporting date. It is not the expected cash shortfalls over the 12-month period but the entire credit loss on an
asset weighted by the probability that the loss will occur in the next 12 months.
Stage 2
Includes financial instruments that have had a significant increase in credit risk (SICR) since initial recognition (unless they have low credit
risk at the reporting date) but that do not have objective evidence of impairment. For these assets, lifetime ECL are recognised, but interest
revenue is still calculated on the gross carrying amount of the asset. Lifetime ECL are the expected credit losses that result from all possible
default events over the expected life of the financial instrument.
Stage 3
Includes financial assets that have objective evidence of default at the reporting date. For these assets, life of ECL and interest income are
calculated on the net carrying amount. ECL for trade receivables which do not have a significant financial component is stated over all debt
period. The Group applies a simplified model for impairment of trade receivables.
For trade and other receivables, prepayments, the Group applies the simplified approach permitted by IFRS 9, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
Trade and other receivables, prepayments are classified either to Stage 2 or Stage 3. The Company’s cash and cash equivalents are held
with well-established credit institutions with a low credit risk profile and classified in Stage 1.
10. Financial liabilities
The Company recognises a financial liability when it first becomes a party to the contractual rights and obligations in the contract.
All financial liabilities are initially recognised at fair value, minus transaction costs that are directly attributable to issuing the financial liability.
The Company classifies all financial liabilities as subsequently measured at amortised cost using the effective interest method, except for
financial liabilities at fair value through profit or loss. Such liabilities are subsequently measured at fair value. The effective interest method
is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where
appropriate) a shorter period, to the net carrying amount on initial recognition. Interest rate expenses are recognized using the EIR.
For the year ended 31 December 2025, financial liabilities subsequently measured at amortised cost include bonds issued, trade and other
payables. For the year ended 31 December 2025, the Group did not have financial liabilities measured at fair value through profit or loss.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business
if longer). Financial liabilities included in trade payables are recognised initially at fair value and subsequently at amortised cost. The fair
value of a non-interest-bearing liability is its discounted repayment amount. If the due date of the liability is less than one year, discounting
is omitted.
Borrowings
Borrowings are recognised initially at fair value less directly attributable transaction costs. After initial recognition, borrowings are
subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the
Company has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting year.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial
liability is replaced by another liability from the same lender on substantially different terms, or when the terms of an existing liability are
substantially modified, such modification is accounted for as derecognition of the original liability and recognition of a new financial liability.
II. Material accounting policy
| 23
The difference between the carrying amount of the original liability and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in the income statement.
In assessing whether the terms are substantially different, the Group performs both qualitative and quantitative assessments. For the
quantitative assessment, the Group applies the so-called “10% test”, whereby the present value of the cash flows under the new terms,
including any fees paid net of fees received and discounted using the original effective interest rate, is compared with the present value of
the remaining cash flows of the original liability. If the difference is at least 10%, the modification is considered substantial, and the original
liability is derecognised.
11. Valuation techniques and assumptions used in fair value measurement of
assets and liabilities, frequency of investment revaluation
The financial statements include the fair value of the Company's assets and liabilities at the end of the reporting year.
The fair value hierarchy based on IFRS 13 is used to determine fair value in a more consistent and comparable manner. All assets and
liabilities whose fair value is determined or disclosed in the financial statements are classified according to a fair value hierarchy based on
the significant lowest level data used to determine fair value:
- Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2 – valuation techniques where the lowest level inputs that are significant in determining fair value are observable directly
or indirectly;
- Level 3 – valuation techniques where the lowest level inputs that are significant in determining fair value are unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers
have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair
value measurement as a whole) at the end of each reporting period.
As at 31 December 2025 and 31 December 2024 the carrying amount of the Company's assets and liabilities approximated their fair value
– Level 3 valuation technique.
Investments in equity and debt instruments that are not traded on trading venues are valued based on the valuation carried out by an
independent business valuer entitled to engage in such practice. Equity and debt instruments that are not traded on trading venues are
valued at least once per year provided that no material economic changes that require a new valuation have occurred.
The fair value of cash and cash equivalents in credit institutions is equal to their nominal value.
Methods, process, and inputs for valuation of financial assets
Fair value of the Company's financial assets is determined based on the valuation reports submitted by the independent business valuer
who has the right to carry out a valuation and meets the criteria laid down in the Company’s incorporation documents.
The fair value of the Company's investments in equity and debts instruments is measured on an aggregated basis. Fair value measurement
when an investor holds both debt and equity shares in an investee – the Company is an investment entity as defined in IFRS 10. Among
other investments, it holds both a controlling interest in equity shares and debt instruments issued by the subsidiaries. From a business
strategy perspective, and in a manner consistent with standard practice in its industry, the Company evaluates the performance of its
investments in subsidiaries and makes acquisition and disposal decisions on an aggregate basis rather than by considering the shares and
debt instruments separately. When it holds both a controlling interest in a subsidiary and debt instruments issued by that subsidiary, the
Company rarely, if ever, disposes of one instrument without also disposing of the other as this ensures that its return on investment is
maximised. Neither the debt nor the equity instruments are traded in an active market.
In the specific circumstances described above (when equity interest and debt instruments are held in a subsidiary), measuring the interest
and debt instruments combined into a single unit of account would be appropriate. Such a transaction might involve aggregation of assets
in a way in which market participants would enter a transaction, if the unit of account in other IFRS does not prohibit such aggregation.
Since IFRS 9 does not specifically prohibit measurement of the instruments on an aggregate basis, it is appropriate to consider how fair
value would be maximised. In the circumstances described, this may be through disposal of all the Company's interests in subsidiaries if
this is how market participants would transact.
Since the Group measures the fair value of its investments in a subsidiary on an aggregated basis, aggregated fair value is allocated to the
individual financial instruments. The aggregated fair value of the subsidiary is allocated to the Group's investments in equity and debt
instruments issued by the subsidiaries and associated in the following manner:
II. Material accounting policy
| 24
- Independent valuers that prepare valuation reports based on which fair value of investments is determined calculate market value
of the business;
- Methods that are used to determine market value of subsidiaries and associates of the Company are as follows:
- Income approach;
- Asset Approach.
Income approach is applied when the equity value is related to generation of future positive earnings. The underlying assumption of income
approach is that an investor in a business will not pay more than the present value of future earnings that the business will generate. The
present value of the business is assessed by discounting future cash flows to present value or by capitalizing solely current, historic or
projected level of annual income. The mid-year discounting methodology has been applied, which assumes that cash flows occur evenly
throughout the year, providing a more accurate reflection of the business’s value. The terminal value was not applied in this valuation
because the renewable project is valued based on a detailed cash flow projection, which sufficiently captures the long-term value without
the need for an additional terminal value calculation. The equity value is determined as the enterprise value indicated under the income
approach of the investment, minus net debt as of the valuation date.
Asset approach is applied when the value of a business is determined by the assets rather than by the activities carried out. Under this
approach, the value of a business is determined by deducting liabilities from the company's assets, where both assets and liabilities are
adjusted to their market values.
The fair values of the Group’s investments are determined at each reporting date. As at 31 December 2025, these fair values were estimated
by updating the results of an independent valuation report dated 20 February 2026, which assessed the investments as at 31 October 2025.
In performing this update, management used the independent appraiser’s valuation outputs as a starting point and adjusted them to reflect
conditions existing at the reporting date. These adjustments included changes in key assumptions, project development status and net debt
positions between 31 October 2025 and 31 December 2025. The valuation methods applied by the independent appraiser were retained.
The Group applies appropriate valuation techniques depending on the nature and stage of development of the investments. The income
approach is used where projections of future cash flows can be reasonably estimated, while the net asset approach is applied where entities
do not yet have significant operations or where projects are at an early stage of development. The valuation of these investments involves
the use of assumptions and estimates that are not directly observable in the market. Key inputs include projected cash flows, discount rates,
project capacity, development timelines and expected costs.
The resulting fair values represent management’s estimate of the amount that could be obtained from the sale of the investments at the
reporting date under normal market conditions.
As at 31 December 2024, the fair values were determined based on an independent valuation report dated 7 February 2025, which assessed
the investments as at 31 October 2024. No significant adjustments were made to reflect conditions between the valuation date and the
reporting date.
The terms denoting the valuation methods (but not the valuation methods themselves), used in the valuation of assets as of 31 December
2025 and 31 December 2024 may differ.
Information about key assumptions, valuation techniques and sensitivity analysis is presented in Note 1 to the consolidated financial
statements.
12. Significant accounting estimates and judgements
The preparation of consolidated financial statements in conformity with International Financial Reporting Standards requires management
to make certain assumptions and estimates that affect the reported amounts of assets, liabilities, income and expenses and the disclosure
of uncertainties. Future events may change the assumptions used in making the estimates. The effect of changes in such estimates will be
recognized in the financial statements when determined. Sensitivity analysis for investments of the Company is further disclosed in Note 1
to Consolidated Financial Statements.
Status of investment entity and fair value measurement
Management has assessed that the Company has three main components meeting the definition of an investment entity, therefore it has
been treated as an investment entity since its establishment, regardless of its legal status.
Management has assessed that it complies with business purpose condition as the Company's goal is solely to collect pool of funds from
different investors and to provide returns from capital appreciation. Before the Company became a closed-end investment entity, investors
invested in the Company through the Company's sole Shareholder, which then provided collected funds to the Company via share capital
II. Material accounting policy
| 25
or lending commitments. As mentioned in the General part I, as investments to the renewables sector have shown an extensive growth
potential the decision was made to transform the Company into a separate closed-end collective investment entity to provide investors an
instrument to invest directly into renewable energy sector. As a closed-end investment entity, the Company has a prospectus which provides
details about shares (most important aspect – net asset value per share) offering to the public. In addition, investment company distributes
annual and quarterly reports to its investors, which contains information such as:
- Investment company data (net asset value, net asset value per share, net internal rate of return calculated from the inception of
fund, number of investors, etc.);
- Significant events during the period – mainly activities such as new investments, potential investment opportunities;
- Company‘s investments;
- Other information.
Management has assessed that the Company complies with fair value condition since its establishment, regardless of its legal status, as
the fair value of the Company's investments is assessed once a year by reputable external business appraiser and the Company also
provides annual and quarterly reports to its investors and to the Bank of Lithuania which contain fair value information of all investments
made by the Company.
Additionally, The Company’s net assets are calculated in accordance with the NAV Calculation Methodology approved by the Bank of
Lithuania and the NAV Calculation Procedure of the Management Company. The Company's Articles of Association stipulate that the fair
value of assets and liabilities is determined based on observable market transactions or market information. In the absence of observable
market transactions and market information related to assets and liabilities, fair value is determined using valuation techniques.
The objective of fair value measurement in all cases is the same - to estimate the price at which an orderly transaction to sell the asset or
to transfer the liability would take place between market participants at the measurement date under current market conditions.
Term of operation of the Company is specified in the prospectus as 5 years with the possibility of extension for 2 additional years. Before
maturity all investments will be disposed as the Company will seize to exist. Therefore, this confirms that the Company does not plan to
hold its investments indefinitely.
Assumptions that were used to measure the Company’s investments in subsidiaries and associates at fair value and sensitivity analysis of
fair value of investments of the Group are presented in Note 1. The fair value of the Group's investments was determined based on valuation
reports prepared by an independent appraiser.
Assumption is made, that records of issued bonds and received loans consists of their nominal value, but accumulated interests is closer
to the fair value. It is an accounting estimate made based on significant judgement by the Management of the Company. The Company
carefully monitors the market interest rates, therefore fixed interest rates that are determined in the bond and loan agreements the Company
has concluded with its subsidiaries, associates or external / third parties are set considering the interests rates that are applicable in the
market at the time of undertaking the liability.
Leases
The Group has assessed lease contracts in accordance with requirements of IFRS 16.
As at 31 December 2025 and at 31 December 2024, the Company has a contract on reimbursement of costs signed with the Management
Company based on which it compensates office maintenance costs in order to have available workspaces for its employees in the office of
the Management Company. The Company compensates such costs as rent, electricity, cleaning and other utility costs incurred in relation
to maintaining workplaces in the office. As the contract does not specify granting the right to control use of the asset and does not specify
period, the Company concludes that contract does not comply to definition of a lease. Reimbursable costs are recognized as office
maintenance expenses in statement of profit or loss.
13. Adoption of new and revised International Financial Reporting Standards
Standards issued and effective, but not yet adopted
The following standards, amendments and interpretations are not applied for the reporting periods ending on 31 December 2025 and are
not relevant to the preparation of these financial statements. The following are standards that are not relevant to the Group and its investing
activities.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments)
II. Material accounting policy
| 26
The amendments are effective for annual reporting periods beginning on or after January 1, 2025. The amendments specify how an entity
should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. A
currency is considered to be exchangeable into another currency when an entity is able to obtain the other currency within a time frame that
allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create
enforceable rights and obligations. If a currency is not exchangeable into another currency, an entity is required to estimate the spot
exchange rate at the measurement date. An entity’s objective in estimating the spot exchange rate is to reflect the rate at which an orderly
exchange transaction would take place at the measurement date between market participants under prevailing economic conditions. The
amendments note that an entity can use an observable exchange rate without adjustment or another estimation technique.
Management has assessed that the amendments have no impact on the Group.
Standards issued but not yet effective and not early adopted
The following standards, amendments and interpretations are not yet applied for the reporting period ended on 31 December 2025 and are
not relevant to the preparation of these financial statements. The following are standards that may be relevant to the Group. The Group
does not plan early adoption of the amendments and interpretations to the standards listed below.
The following amendments are not expected to have a significant impact on the Company's financial statements.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments
(Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Early adoption of amendments related to
the classification of financial assets, and the related disclosures is permitted, with the option to apply the other amendments at a later date.
The amendments clarify that a financial liability is derecognised on the ‘settlement date’, when the obligation is discharged, cancelled,
expired, or otherwise qualifies for derecognition. They introduce an accounting policy option to derecognise liabilities settled via electronic
payment systems before the settlement date, subject to specific conditions. They also provide guidance on assessing the contractual cash
flow characteristics of financial assets with environmental, social, and governance (ESG)-linked features or other similar contingent features.
Additionally, they clarify the treatment of non-recourse assets and contractually linked instruments and require additional disclosures under
IFRS 7 for financial assets and liabilities with contingent event references (including ESG-linked) and equity instruments classified at fair
value through other comprehensive income.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity
(Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The
amendments include clarifying the application of the 'own-use' requirements, permitting hedge accounting if contracts in scope of the
amendments are used as hedging instruments, and introduce new disclosure requirements to enable investors to understand the impact of
these contracts on a company's financial performance and cash flows. The clarifications regarding the 'own-use' requirements must be
applied retrospectively, but the guidance permitting hedge accounting have to be applied prospectively to new hedging relationships
designated on or after the date of initial application.
Management has assessed that the amendments have no impact on the Group.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The
amendments require translation from a non-hyperinflationary functional currency into a hyperinflationary presentation currency at the
closing rate. If an entity’s functional currency is the currency of a non-hyperinflationary economy, but its presentation currency is the currency
of a hyperinflationary economy, its results and financial position are translated into the presentation currency by translating all amounts
(i.e., assets, liabilities, equity items, income and expenses) and all comparatives at the closing rate at the date of the most recent statement
of financial position. An entity whose functional currency and presentation currency are the currency of a hyperinflationary economy,
restates the comparative amounts of a foreign operation, whose functional currency is that of a non-hyperinflationary economy, by applying
the general price index, to the foreign operation’s comparative figures. The amendments also introduce certain additional disclosure
requirements. The amendments have not yet been endorsed by the EU.
Management has assessed that the amendments have no impact on the Group.
Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture
The amendments address an acknowledged inconsistency between the requirements in IFRS 10 and those in IAS 28, in dealing with the
sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a
full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is
II. Material accounting policy
| 27
recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. In
December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the
equity method of accounting. The amendments have not yet been endorsed by the EU. Management has assessed.
Management has assessed that the amendments have no impact on the Group.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and
expenses within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued
operations. These categories are complemented by the requirements to present subtotals and totals for ‘operating profit or loss’, ‘profit or
loss before financing and income taxes’ and ‘profit or loss’. It also requires disclosure of management-defined performance measures and
includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial
statements and the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for reporting
periods beginning on or after January 1, 2027, with earlier application permitted. Retrospective application is required in both annual and
interim financial statements. The standard has not yet been endorsed by the EU.
In the following reporting periods, Management will analyse the requirements of this newly issued standard and assess its impact.
| 28
III. Notes
III. Notes
| 29
1. Investment assets at fair value through profit or loss
The Company meets the definition of an investment entity, therefore it does not consolidate its subsidiaries and associates but recognizes them as investments at fair value through profit or loss.
Further, the Company holds both controlling interest in equity shares with voting rights and debt instruments (bonds, loans) issued by the subsidiaries and associates. An exception applies to
subsidiaries that provide services related to the Company’s investment activities. The Company therefore consolidates UAB AEI Development (project management and consulting services) and
UAB Sorlena (entity that secured external financing for the Company), as these entities provide services that are directly related to the Company’s investment activities. From a business strategy
perspective, the Company rarely, if ever, would enter a transaction to sell one financial asset, e.g., equity shares, without the other, e.g., debt instrument. In addition, neither the debt nor the equity
shares are traded in an active market. The Company's investments in loans granted are not the Company's separate substantive operations since the loans are granted for the sole purpose of
capital appreciation in accordance with IFRS 10. Therefore, the Company combines its investments in subsidiaries and associates into a single unit of account to best present the fair value of the
investment.
In accordance with the disclosure requirements of IFRS 7 Financial Instruments: Disclosures, financial assets are grouped and disclosed by class of financial instrument. All investment assets at
fair value through profit or loss are classified within Level 3 of the IFRS 13 fair value hierarchy.
A summary of the Company’s investments by class of financial instrument as at 31 December 2025 is presented below.
Fair value as
Fair value
Fair value
Total
Class of financial instrument
at 1 January
Acquisitions /
Disposals /
Accrued
Repaid
Dividends
change
Profit (loss)
as at 31
investments
2025
disbursements
repayments
interest
interests
received
recognized
on disposal
December
and accrued
in P&L
2025
1
interests
Equity investments
35 249
11 023
(513)
-
-
(60)
10 951
513
57 164
21 072
Bonds
42 598
2 681
(7 918)
3 474
(4 140)
-
942
485
38 122
41 340
Loans
82 055
13 495
(12 024)
9 305
(441)
-
(22 758)
102
69 734
113 595
Total investment assets at fair
value through profit or loss
159 902
27 199
(20 455)
12 779
(4 581)
(60)
(10 865)
1 100
165 020
172 305
Comparative information for the prior reporting period as at 31 December 2024 is set out below.
Fair value as
Fair value
Fair value
Total
Class of financial instrument
at 1 January
Acquisitions /
Disposals /
Accrued
Repaid
Dividends
change
Profit (loss)
as at 31
investments
2025
disbursements
repayments
interest
interests
received
recognized
on disposal
December
and accrued
in P&L
2025
interests
Equity investments
41 827
6 822
(14 183)
-
-
(210)
(3 889)
4 883
35 250
15 539
Bonds
34 427
4 919
-
3 398
-
-
(147)
-
42 597
44 432
Loans
103 805
15 186
(24 141)
10 006
(1 772)
-
(21 029)
-
82 055
103 261
Total investment assets at fair
value through profit or loss
180 059
26 927
(38 324)
13 404
(1 772)
(210)
(25 065)
4 883
159 902
163 232
1
The carrying amount of the investment represents its fair value, as the Company measures all investments at fair value through profit or loss
III. Notes
| 30
Acquisitions/disbursements, disposals/repayments and interest payments include cash and non-cash transactions related to equity increase and debt capitalization. These comprise, inter alia, the
conversion of loans and accrued interest into equity, as well as the settlement of receivable and payable balances. The breakdown of these movements between cash and non-cash transactions is
presented below.
Cash
Non-cash
Cash
Non-cash
Cash
Non-cash
Cash
Non-cash
movements
movements
movements
movements
Total 2025
movements
movements
movements
movements
Total 2024
equity
equity
(loans &
(loans &
equity
equity
(loans &
(loans &
bonds)
bonds)
bonds)
bonds)
Acquisitions / disbursements
-
11 023
15 599
577
27 199
5
6 820
20 102
26 927
Disposal / repayment
(513)
-
(8 621)
(11 321)
(20 455)
(14 183)
-
(18 061)
(6 080)
(38 324)
Interest paid
-
-
(4 140)
(441)
(4 581)
-
-
(1 037)
(735)
(1 772)
Total
(513)
11 023
2 838
(11 185)
2 163
(14 178)
6 820
1 004
(6 815)
(13 169)
Composition of investments:
The fair value of the Company’s financial assets, aggregated by investment unit, together with the movements in the fair value of investments in equity and debt instruments of subsidiaries and
associates for the financial year ended 31 December 2025, are presented in the table below.
Class of
Fair value
Acquisition /
Fair value
Profit/
Fair value
Total
financial
as at 1
disburseme
Disposal /
Accrued
Repaid
Received
change
loss on
as at 31
investments
Interest
Repayment
instrume
January
nt
repayment
interest
interests
dividends
recognised
disposal
December
and accrued
rate
date
nt
2025
in P&L
2025
interest
UAB Žaliosios investicijos
Equity
23 452
-
-
-
-
-
3 906
-
27 358
7 210
UAB Žaliosios investicijos
Debt
26 179
-
(3 366)
1 374
(4 109)
-
(10)
-
20 068
20 420
6,00%
2052-12-31
UAB Žaliosios investicijos
Total
49 631
-
(3 366)
1 374
(4 109)
-
3 896
-
47 426
27 630
PL Sun sp. z o. o.
Equity
-
-
-
-
-
-
-
-
-
3
PL Sun sp. z o. o.
Debt
52 315
1 769
-
5 969
-
-
(15 213)
-
44 840
72 110
8,5-14%
2043-12-31
PL Sun sp. z o. o.
Total
52 315
1 769
-
5 969
-
-
(15 213)
-
44 840
72 113
PV Energy projects sp.z o .o.
Equity
3 728
1 648
-
-
-
(4 175)
-
1 201
1 650
PV Energy projects sp.z o. o.
Debt
29 198
1 100
(1 541)
2 752
(441)
-
(7 371)
-
23 697
40 114
8,50%
2039-03-31
PV Energy projects sp.z o.o.
Total
32 926
2 748
(1 541)
2 752
(441)
-
(11 546)
-
24 898
41 764
Zala Elektriba SIA
Equity
8 023
9 375
-
-
-
-
5 340
-
22 738
12 205
Zala Elektriba SIA
Debt
-
10 251
(9 375)
495
-
-
(174)
-
1 197
1 371
12,00%
2028-01-05
Zala Elektriba SIA
Total
8 023
19 626
(9 375)
495
-
-
5 166
-
23 935
13 576
III. Notes
| 31
Class of
Fair value
Acquisition /
Fair value
Profit/
Fair value
Total
financial
as at 1
disburseme
Disposal /
Accrued
Repaid
Received
change
loss on
as at 31
investments
Interest
Repayment
instrume
January
nt
repayment
interest
interests
dividends
recognised
disposal
December
and accrued
rate
date
nt
2025
in P&L
2025
interest
UAB Ekoelektra
Equity
-
-
-
-
-
-
5 866
-
5 866
1
UAB Ekoelektra
Debt
2 846
65
-
361
-
-
747
-
4 019
4 085
12,00%
2028-01-05
UAB Ekoelektra
Total
2 846
65
-
361
-
-
6 613
-
9 885
4 086
UAB KNT Holding
Equity
-
-
-
-
-
-
-
-
-
1
UAB KNT Holding
Debt
6 250
365
-
813
-
-
(835)
-
6 593
9 020
12,00%
2028-01-05
UAB KNT Holding
Total
6 250
365
-
813
-
-
(835)
-
6 593
9 021
UAB JTPG
Equity
-
-
-
-
-
-
1
-
1
2
UAB JTPG
Debt
2 469
835
-
424
-
-
319
-
4 047
4 113
14,00%
2026-02-05
UAB JTPG
Total
2 469
835
-
424
-
-
320
-
4 048
4 115
UAB PV Holding
Equity
-
-
(216)
-
-
-
-
216
-
-
UAB PV Holding
Debt
2 294
979
(4 147)
389
-
-
-
485
-
-
14,00%
2026-02-05
UAB PV Holding
Total
2 294
979
(4 363)
389
-
-
-
701
-
-
UAB Nimela
Equity
-
-
-
-
-
-
-
-
-
-
UAB Nimela
Debt
2 560
437
(405)
113
(31)
-
721
-
3 395
3 702
12,00%
2026-02-05
UAB Nimela
Total
2 560
437
(405)
113
(31)
-
721
-
3 395
3 702
Zalais Speks SIA
Equity
-
-
(139)
-
-
-
-
139
-
-
Zalais Speks SIA
Debt
542
375
(1 108)
89
-
-
-
102
-
-
12,00%
2028-01-05
Zalais Speks SIA
Total
542
375
(1 247)
89
-
-
-
241
-
-
UAB Saulės energijos projektai
Equity
47
-
(158)
-
-
(60)
13
158
-
-
UAB Saulės energijos projektai
Total
47
-
(158)
-
-
(60)
13
158
-
-
Total investment assets at fair
value through profit or loss
159 902
27 199
(20 455)
12 779
(4 581)
(60)
(10 865)
1 100
165 020
176 007
Total net amount of EUR 2 028 thousand of increase in fair value of assets refers to unrealised profit for the year ended 31 December 2025 which are recognized in the Statement of Profit or Loss
and Other Comprehensive Income under category “Net profit (loss) on investments in equity and debt instruments at fair value through profit or loss” (refer to Note 14). Gain was recognized on sale
of UAB Saulės projektai, UAB PV Holding and Zalais Speks SIA shares and disposal of loans for an amount of EUR 1 100 thousand during year ended 31 December 2025.
III. Notes
| 32
As at 31 December 2025, the fair value of investments in equity and debt instruments of the Group’s subsidiaries and associates is based on valuation reports prepared by an independent appraiser
dated 20 February 2026, with valuation dates as of 31 October 2025. The valuations have been updated to reflect fair value as at 31 December 2025 by incorporating changes in key assumptions
and movements in the financial position of portfolio companies between the valuation date and the reporting date.
The valuation methodology applied depends on the development stage of the underlying projects. An asset-based approach is applied during early development stages. As projects progress to the
“ready-to-build”, construction or operational stages, an income-based discounted cash flow (DCF) approach is applied. Information on the significant unobservable inputs and assumptions used in
the valuation is provided in the sensitivity analysis section. As at 31 December 2025, the fair value of all investments was determined using the income approach, except for UAB Nimela, whose
value is presented as a cash equivalent intended to offset liabilities of the Group’s entities in accordance with the signed agreement., and UAB KNT Holding, which was valued using an asset-based
approach due to the current stage and complexity of the project.
Key investments and movements
UAB Žaliosios investicijos manages wind farms with a total installed capacity of 185.5 MW. As at 31 December 2025, the outstanding bond balance amounted to EUR 20 420 thousand. During the
year ended 31 December 2025, bonds with a nominal value of EUR 3 366 thousand were redeemed and interest of EUR 4 109 thousand was paid. The increase in fair value during the year was
primarily attributable to the commencement of participation in the electricity balancing market, revised principles for the calculation of income tax, and a shorter remaining period of electricity sales
under fixed-price agreements as at 31 December 2025 compared to 31 December 2024.
PL SUN sp. z o. o. manages a portfolio of 16 photovoltaic plants with a total installed capacity of 114 MW. As at 31 December 2025, 8 plants with an aggregate capacity of 66 MW were operational,
with the remaining projects expected to be energised by the end of March 2026. The Company has provided loans as the initial form of investment for the acquisition and construction of the
projects, as at 31 December 2025 loans are subordinated to external financing. During the year ended 31 December 2025, the Company disbursed EUR 1 769 thousand under the loan agreements.
The decrease in the fair value of the Company’s investment in PL SUN sp. z o.o. during the reporting period was primarily attributable to a downward revision of electricity price forecasts and
increased financing costs.
PV Energy projects sp. z o. o. manages 36 photovoltaic projects with a total installed capacity of 67.7 MW. The projects are primarily financed through shareholder loans, which are subordinated to
external financing. During the year ended 31 December 2025, the Company disbursed EUR 1 100 thousand under the loan agreement. On 4 April 2025, a loan and interest offset agreement was
executed, whereby a withholding tax receivable was offset against loan principal of EUR 268 thousand and accrued interest of EUR 66 thousand. On 4 November 2025, the Company resolved to
cover accumulated losses, resulting in the offset of loan principal of EUR 1 273 thousand and accrued interest of EUR 375 thousand against equity injections. The decrease in fair value during the
reporting year was primarily attributable to delays in energization, grid curtailments and lower electricity price forecasts.
Zala Elektriba is developing a 112 MW wind farm. The Company’s initial investment was made through loans, which were converted into equity to meet local tax and financing requirements. During
the year ended 31 December 2025, the Company advanced additional loans of EUR 10 251 thousand. On 15 December 2025, EUR 9 375 thousand was converted into equity through an increase in
share capital, offset against loan principal. Fair value increased due to the extension of the project’s expected economic life from 30 to 35 years. This assumption was revised compared to the
previous reporting period following the conclusion of wind turbine supply and servicing agreements, under which the contractor ensures that the wind turbines will operate for at least 35 years.
UAB Ekoelektra develops hybrid renewable projects comprising a 100 MW wind park and a 70 MW solar park. The Company committed to subscribing for up to 6 000 000 bond units and, as at 31
December 2025, held 3 011 420 units with a carrying amount of EUR 3 011 thousand. During the year ended 31 December 2025, the Company purchased an additional 65 000 bond units. During
the reporting year, the valuation technique transitioned from an asset-based approach to an income approach, reflecting the project’s progression into its final stages of development.
UAB KNT Holding is developing a large-scale renewable energy project comprising wind (290 MW), solar (250 MW) and battery storage assets (up to 50 MW). Due to the size of the project and its
stage of development, the investment is valued using an asset-based approach. The Company has committed to subscribe for up to 20,000,000 bond units with a nominal value of EUR 1 per unit.
As at 31 December 2025, the Company had acquired 6 925 000 bond units. During the year ended 31 December 2025, the Company acquired an additional 365 000 bond units.
III. Notes
| 33
UAB JTPG is a subsidiary developing a hybrid project comprising a 70 MW solar park and 7 MW of battery storage. The Company committed to subscribing for up to 12 000 000 bond units and, as
at 31 December 2025, held 3 231 563 units with a carrying amount of EUR 3 232 thousand. During the year ended 31 December 2025, the Company purchased an additional 835 000 bond units
and the valuation technique transitioned from an asset-based approach to an income approach, reflecting the project’s progression into its final stages of development.
On 8 April 2025, the Company entered into a share sale and purchase agreement with third parties for the disposal of 100% of the shares in UAB Nimela together with receivables arising from a
bond agreement, for a total contractual consideration of EUR 3 800 thousand. In accordance with the terms of the agreement, the legal transfer of ownership will occur once the purchaser fulfils
its obligations to settle certain existing liabilities of other AEI group companies, based on the agreed priority sequence. Accordingly, completion of the transaction is conditional upon settlement of
those obligations. During the reporting period, the Company and the purchaser agreed on a non-cash partial settlement of EUR 405 thousand. As a result, the subsidiary’s liability to the purchaser
was reduced and the corresponding receivable balance decreased. As at the reporting date, the remaining consideration amounts to EUR 3 405 thousand. Management has assessed the expected
settlement of the remaining amount and concluded that it is highly probable that the outstanding balance will be settled in full through offsetting arrangements as stimulated in the agreement.
Completion of the ownership transfer is expected by 30 June 2026. Until completion, the Company continues to recognise the investment at fair value through profit or loss.
During the reporting year, the Company divested three associates and subsidiaries. Up to the respective divestment dates, interest was accrued, and borrowing were advanced in accordance with
existing agreements. Outstanding loan and bond receivables were transferred together with the related equity interests. Consideration for the sale of UAB PV Holding and Zalais Speks SIA, UAB
Saulės projektai was received in cash. Share purchase agreements entered in connection with the disposal of investments include customary representations and warranties provided by the
Company. In the event of a breach of such representations and warranties, the purchaser may submit a claim notice to the Company within a period of up to two years from the date of transfer of
the shares. The agreements also stipulate that the seller’s liability under these representations and warranties is limited to the purchase price of the shares.
Based on management’s assessment, all representations and warranties provided under these agreements were appropriate and duly verified at the time the transactions were concluded.
Accordingly, management does not expect any material claims to arise under these provisions.
The fair value of the Company’s financial assets, aggregated by investment unit, together with the movements in the fair value of investments in equity and debt instruments of subsidiaries and
associates for the financial year ended 31 December 2024, are presented in the table below.
Class of
Fair value
Acquisition
Fair value
Profit/
Fair value
Total
Class of financial instrument
financial
as at 1
/ disburse-
Disposal /
Accrued
Repaid
Received
change
loss on
as at 31
investments
Interest
Repayment
instrument
January
ment
repayment
interest
interests
dividends
recognised
disposal
December
and accrued
rate
date
2024
in P&L
2024
interest
UAB Žaliosios investicijos
Equity
23 449
-
-
-
-
-
3
-
23 452
7 210
UAB Žaliosios investicijos
Debt
22 579
-
-
1 423
-
-
2 177
-
26 179
26 520
6,00%
2052-12-31
UAB Žaliosios investicijos
Total
46 028
-
-
1 423
-
-
2 180
-
49 631
33 730
PL Sun sp. z o. o.
Equity
4 049
-
-
-
-
-
(4 049)
-
-
3
PL Sun sp. z o. o.
Debt
48 864
12 958
(2 952)
5 842
(338)
-
(12 058)
-
52 316
64 374
8,50 -
14%
2026-02-05
PL Sun sp. z o. o.
Total
52 913
12 958
(2 952)
5 842
(338)
-
(16 107)
-
52 316
64 377
PV Energy projects sp.z o .o.
Equity
4 694
3 985
-
-
-
-
(4 950)
-
3 729
3 985
PV Energy projects sp.z o. o.
Debt
38 246
985
(3 252)
2 998
(734)
-
(9 046)
-
29 197
38 243
8,50%
2039-03-31
PV Energy projects sp.z o.o.
Total
42 940
4 970
(3 252)
2 998
(734)
-
(13 996)
-
32 926
42 228
III. Notes
| 34
Class of
Fair value
Acquisition
Fair value
Profit/
Fair value
Total
Class of financial instrument
financial
as at 1
/ disburse-
Disposal /
Accrued
Repaid
Received
change
loss on
as at 31
investments
Interest
Repayment
instrument
January
ment
repayment
interest
interests
dividends
recognised
disposal
December
and accrued
rate
date
2024
in P&L
2024
interest
Zala Elektriba SIA
Equity
-
2 828
-
-
-
-
5 194
-
8 022
2 829
Zala Elektriba SIA
Debt
1 685
1 043
(2 828)
-
-
-
100
-
-
-
12,00%
2028-01-05
Zala Elektriba SIA
Total
1 685
3 871
(2 828)
-
-
-
5 294
-
8 022
2 829
UAB Ekoelektra
Equity
-
-
-
-
-
-
-
-
-
1
UAB Ekoelektra
Debt
2 705
19
-
359
-
-
(238)
-
2 845
3 658
12,00%
2028-01-05
UAB Ekoelektra
Total
2 705
19
-
359
-
-
(238)
-
2 845
3 659
UAB KNT Holding
Equity
-
-
-
-
-
-
-
-
-
1
UAB KNT Holding
Debt
6 305
45
-
796
-
-
(896)
-
6 250
7 842
12,00%
2028-01-05
UAB KNT Holding
Total
6 305
45
-
796
-
-
(896)
-
6 250
7 843
UAB JTPG
Equity
-
-
-
-
-
-
-
-
-
2
UAB JTPG
Debt
2 327
63
-
337
-
-
(258)
-
2 469
2 854
14,00%
2026-02-05
UAB JTPG
Total
2 327
63
-
337
-
-
(258)
-
2 469
2 856
UAB PV Holding
Equity
-
-
-
-
-
-
-
-
-
-
UAB PV Holding
Debt
-
2 601
-
177
-
-
(484)
-
2 294
2 778
14,00%
2026-02-05
UAB PV Holding
Total
-
2 601
-
177
-
-
(484)
-
2 294
2 778
UAB Nimela
Equity
-
-
-
-
-
-
-
-
-
4
UAB Nimela
Debt
511
2 183
-
302
-
-
(436)
-
2 560
3 558
12,00%
2026-02-05
UAB Nimela
Total
511
2 183
-
302
-
-
(436)
-
2 560
3 562
Zalais Speks SIA
Equity
-
-
-
-
-
-
-
-
-
1
Zalais Speks SIA
Debt
367
200
-
-
-
-
(25)
-
542
644
12,00%
2028-01-05
Zalais Speks SIA
Total
367
200
-
-
-
-
(25)
-
542
645
UAB Saulės energijos projektai
Equity
344
-
-
-
-
(210)
(87)
-
47
1 504
UAB Saulės energijos
Total
344
-
-
-
-
(210)
(87)
-
47
1 504
projektai
Energy Solar Projekty sp. z o.o.
Equity
9 291
-
(14 181)
-
-
-
-
4 890
-
-
Energy Solar Projekty sp. z o.o.
Debt
14 643
-
(15 109)
1 166
(700)
-
-
-
-
-
12,00%
2028-01-05
Energy Solar Projekty sp. z
Total
23 934
-
(29 290)
1 166
(700)
-
-
4 890
-
-
o.o.
III. Notes
| 35
Class of
Fair value
Acquisition
Fair value
Profit/
Fair value
Total
Class of financial instrument
financial
as at 1
/ disburse-
Disposal /
Accrued
Repaid
Received
change
loss on
as at 31
investments
Interest
Repayment
instrument
January
ment
repayment
interest
interests
dividends
recognised
disposal
December
and accrued
rate
date
2024
in P&L
2024
interest
UAB Atelda
Equity
-
5
(1)
-
-
-
-
(4)
-
-
UAB Atelda
Debt
-
4
-
3
-
-
(7)
-
-
-
12,00%
2028-01-05
UAB Atelda
Total
-
9
(1)
3
-
-
(7)
(4)
-
-
UAB Rineila
Equity
-
4
(1)
-
-
-
-
(3)
-
-
UAB Rineila
Debt
-
4
-
1
-
-
(5)
-
-
-
12,00%
2028-01-05
UAB Rineila
Total
-
8
(1)
1
-
-
(5)
(3)
-
-
Total investment assets at fair
value through profit or loss
180 059
26 927
(38 324)
13 404
(1 772)
(210)
(25 065)
4 883
159 902
163 233
Total net amount of EUR 11 866 thousand of decrease in fair value of assets refers to unrealised loss for the year ended 31 December 2024 which are recognized in the Statement of Profit or Loss
and Other Comprehensive Income under category “Net loss on investments in equity and debt instruments at fair value through profit or loss” (refer to Note 14). Gain was recognized on sale of
Energy Solar Projekty Sp. z. o. o. shares and disposal of loans for an amount of EUR 4 890 thousand during year ended 31 December 2024.
As at 31 December 2024, the fair value of investments in equity and debt instruments of the Group’s subsidiaries and associates is based on a valuation report prepared by an independent appraiser
dated 7 February 2025, with a valuation date of 31 October 2024. The valuations have been updated to reflect fair value as at 31 December 2024 by incorporating changes in the financial position
of the investees, including movements in net debt and working capital, as well as relevant market developments between the valuation date and the reporting date.
For the valuation of assets as of 31 October 2024, income approach was selected by an independent appraiser as a valuation method for investments in subsidiaries PV Energy Projects sp. z o. o.,
and PL Sun sp. z o. o. and associates UAB Žaliosios investicijos, UAB Saulės energijos projektai and Zala Elektriba SIA., as development of projects of these entities was started, was in further
development stages and for some operating activities already started. Net assets approach was selected as a valuation method for investments in subsidiaries UAB Nimela, UAB JTPG, UAB PV
Holding, and associates UAB Ekoelektra, UAB KNT Holding and Zalais Speks SIA, as entities did not have significant operations, or their projects were at an early stage of development at valuation
date.
As at 31 December 2024, the value of the Company’s investment in shares of associate UAB Žaliosios Investicijos increased compared to its value as at 31 December 2023. This was primarily
driven by the completion of all necessary procedures to obtain production licenses for the wind farms. The Anykščiai wind farm received its Energy Production License in August 2024, while the
Jonava and Rokiškis wind farms are expected to obtain their licenses in Q2 2025. This significant milestone enabled the application of a lower Weighted Average Cost of Capital (WACC), resulting
in an increase in the value of UAB Žaliosios Investicijos shares.
During the year ended 31 December 2024 the Company made disbursements according to the PL SUN sp.z o. o. loan agreements of EUR 12 958 thousand. On 21 June 2024 the PL Sun sp. z o. o.
made a loan redemption to loans and returned in total EUR 2 952 thousand in loan and EUR 338 thousand in accrued interest. As at 31 December 2024, the value of the Company’s investment in
shares of subsidiary PL Sun sp. z o.o. has decreased compared to its value as at 31 December 2023. As at the valuation date of 31 October 2024, the first phase (66.6 MW) of construction was
largely completed, with 26.4 MW energized in Q4 2024 and the remaining 40.2 MW was scheduled for energization by Q2 2025. The second phase (48.1 MW) commenced construction in October
2024. Despite the construction progress, the subsidiary’s equity value declined due to lower electricity price forecasts in Poland and high project financing costs, leading to a reduction in the
Company’s investment value.
III. Notes
| 36
During the year ended 31 December 2024 the Company made disbursements according to the loan agreements of EUR 985 thousand. During the year ended 31
December 2024 the Company settled PV Energy Projects Sp. z o. loan principal EUR 3 252 thousand and 734 thousand interest with share capital increase. As at 31 December 2024, the fair value
of the Company’s investment in PV Energy Projects sp. z o. o. has decreased compared to 31 December 2023. While the construction of the 67.8 MW portfolio is nearing completion, with 44.8 MW
operational, the anticipated COD for the full project is set for September 2025. The decline in value was primarily driven by lower electricity price forecasts in Poland, persisting debt costs, and
delays in project energization. Consequently, the subsidiary’s equity value and the Company’s investment in its shares and loans have decreased.
During the year ended 31 December 2024 the Company made loan disbursements in amount of EUR 1 043 thousand for Zala Elektriba SIA based on loan agreement dated 30 March 2023. During
the year ended 31 December 2024 the Company settled Zala Elektriba SIA loan principal amount EUR 2 828 thousand with share capital increase. As at 31 December 2024, the value of the
Company’s in shares of subsidiary Zala Elektriba SIA has increased, this is associated that the project reached the significant milestones of development and secured construction permits, hence
the investments was first time valuated using the discounted cash flow methods. For the cash flow projections, management has assumed that the project will commence operations in March
2027.
Valuation of investments:
Fair value of investments in equity and debt instruments of subsidiaries and associates depends on the assessment of the assets that are managed by the entities themselves. As required by IFRS
13, the fair value of the investment shall represent the most accurate estimate of fair value of an investment at the reporting date. For the valuation conducted using the DCF method, external expert
assessments and data were utilized. This included electricity generation volumes based on the P50 scenario, derived from wind measurements and solar radiation data, as well as wind and solar
energy price forecasts for a 30–35-year period. Price assumptions are based on externally sourced market forecasts and reflect expected developments in the operational life of the assets.
The valuation of shares owned by the Company was based on the following valuation assumptions as at 31 December 2025:
- UAB Žaliosios Investicijos valuation method – income approach, discount rate of 7.76%. According to the technical report of December 2021, the estimated annual electricity production
at a P50 probability level is 597 GWh/year. Approximately 51% of this production is sold at a fixed Power Purchase Agreement (PPA) price until the end of March 2033, while the remaining
electricity is sold at prevailing market prices. Weighted average inflation-adjusted electricity price during the operational period 85.88 Eur/MW. In September 2025, the projects seller
submitted the request for the arbitration against to the associate. The parties did not reach the consent regarding the final purchase price calculation methodology. The final claim amount
related to the claim under sales agreement and the arguments behind the claim at this arbitration stage is not provided by the claimer and the claimer reserved the right to submit it later.
Based on the timelines of arbitration process, the claimer is obligated to submit the final claim by the April 2026, final decision of arbitration process is expected in last quarter of 2027.
The management is in position, that its calculation is line with principles established in SPA and evaluates that the final results will not have effect to the fair value of associate as the end
of 2025.
- PL Sun sp. z o. o. valuation method –income approach; discount rate – 9.70%. The annual base energy generation is assumed at around 132 GWh/year under the P50 scenario based on
the technical due diligence performed in January 2022. The annual solar panel degradation is expected to be 0.3%. CFD contracts are in place for 92 MW projects for 15 years. The
weighted average inflation-adjusted electricity price during the operational period amounts to 92.33 EUR/MWh (391.54 PLN/MWh). PLN denominated prices have been translated into
EUR using the average exchange rate for the reporting year for presentation purposes.
- PV Energy projects sp. z o. o. valuation method –income approach; discount rate – 9.91 %. The annual base energy generation is assumed at around 70 GWh/year under the P50 scenario
based on the technical due diligence from January 2022. The annual solar panel degradation is expected to be 0.3%. CFD contracts are in place for 43.88 MWh projects for 15 years. The
delivery time is flexible, allowing to choose to deliver the least energy in the beginning, when the market prices exceed CFD. The weighted average inflation-adjusted electricity price during
the operational period amounts to 92.74 EUR/MWh (393.25 PLN/MWh). PLN denominated prices have been translated into EUR using the average exchange rate for the reporting year
for presentation purposes.
- Zala Elektriba SIA valuation method – income approach; discount rate – 8.85%. According to the wind measurement report from June 2025, under the P50 scenario, the project is expected
to generate approximately 330 GWh/year. All generated electricity is sold at market prices. Weighted average inflation-adjusted electricity price during the operational period 100.06
Eur/MW.
III. Notes
| 37
- UAB Ekoelektra valuation method – income approach; discount rate – 10.84%. According to the wind measurement report from September 2025 and solar radiation report from October
2025, under the P50 scenario, the project is expected to generate approximately 332 GWh/year from wind and 88 GWh/year solar parks, All generated electricity is assumed to be sold at
market prices, with additional income derived from balancing services. Weighted average inflation-adjusted electricity price during the operational period 98,85 Eur/MW. Operating costs
were forecast based on management’s experience from comparable operating projects, while capital expenditure forecasts amount to EUR 184 396 thousand and are based on received
supplier quotations.
- UAB JTPG valuation method –income approach; discount rate – 10.25%. According to the solar measurement report from September 2025, under the P50 scenario, the project is expected
to generate approximately 88 GWh/year all generated electricity sold at market prices and additional incomes generated from electricity storage. Weighted average inflation-adjusted
price during the operational period 90.07 Eur/MW. The operating costs were forecasted based management experience on currently operating similar projects, Capex forecasts amount
to EUR 41 115 thousand based on received proposals.
Electricity price forecasts do not incorporate inflation adjustments. Therefore, annual inflation is applied monthly to electricity prices and operating costs each January to provide a more accurate
reflection of its impact on revenues and expenses. As at 31 December 2025 inflation rates have been applied based on central bank projections and management assessment as follows:
- Latvia: 3.4% in 2025, 2.1% in 2026 and 2.8% in 2027 (Bank of Latvia)
- Lithuania: 3.5% in 2025, 3.1% in 2026 and 2,6% in 2027 (Bank of Lithuania)
- Poland: 3.9% in 2025, 3.1% in 2026, and 2.4% in 2027 (National Bank of Poland)
- For subsequent years, management has established an estimated inflation rate of 2.0%.
Sensitivity analysis of value of shares as at 31 December 2025 is as follows:
Income approach assumptions, kEur
Investments
Total investment
UAB Žaliosios
PL SUN sp. z o.
Zala Elektriba
PV Energy
valuated at asset-
assets at fair value
investicijos
o
Projects sp. z o.
SIA
UAB Ekoelektra
UAB JTPG
based method
2
through profit or
o.
loss
Base
47 426
44 840
23 935
24 899
9 884
4 048
9 988
165 020
+1% WACC
38 072
38 943
14 166
21 615
3 092
811
9 988
126 687
-1% bps WACC
58 487
51 644
35 753
28 687
18 016
7 882
9 988
210 457
+15% electricity price
64 627
60 502
44 272
33 760
25 312
11 587
9 988
250 048
-15% electricity price
30 225
29 176
3 598
16 039
-
-
9 988
89 026
+15% electricity generation
69 024
60 502
44 272
34 069
25 312
11 587
9 988
254 754
-15% electricity generation
25 828
29 176
3 598
15 729
-
-
9 988
84 319
2
The asset-based approach was applied to determine the fair value of UAB KNT Holding. The fair value of UAB Nimela was determined with reference to the amounts subject to settlement of the
Group entities’ obligations to the purchaser.
III. Notes
| 38
Income approach assumptions, kEur
Investments
Total investment
UAB Žaliosios
PL SUN sp. z o.
Zala Elektriba
PV Energy
valuated at asset-
assets at fair value
investicijos
o
Projects sp. z o.
SIA
UAB Ekoelektra
UAB JTPG
based method
2
through profit or
o.
loss
+1.5% inflation
48 702
45 988
25 527
25 813
11 153
4 604
9 988
171 775
-1.5% inflation
46 150
43 690
22 343
23 985
8 616
3 493
9 988
158 265
+10 % capex
47 426
44 515
17 732
24 899
3 377
391
9 988
148 328
-10 % capex
47 426
45 163
30 138
24 899
16 392
7 706
9 988
181 712
The valuation of shares owned by the Company was based on the following valuation assumptions as at 31 December 2024:
- UAB Žaliosios Investicijos valuation method – income approach, discount rate of 7.52%. According to the technical report of December 2021, the estimated annual electricity production
at a P50 probability level is 597 GWh/year. Approximately 48% of this production is sold at a fixed Power Purchase Agreement (PPA) price until the end of March 2033, while the remaining
electricity is sold at prevailing market prices. Weighted average electricity price during the operational period 74.44 Eur/MW.
- PL Sun sp. z o. o. valuation method –income approach; discount rate – 10.05%. The annual base energy generation is assumed at around 132 GWh/year under the P50 scenario based
on the technical due diligence performed in January 2024. The annual solar panel degradation is expected to be 0.3%. CFD contracts are in place for 43 MW projects for 15 years. The
weighted average electricity price during the operational period amounts to 114.80 EUR/MWh (494.30 PLN/MWh). PLN denominated prices have been translated into EUR using the
average exchange rate for the reporting year for presentation purposes.
- PV Energy projects sp. z o. o. valuation method – income approach; discount rate – 9.78 %. The annual base energy generation is assumed at around 77 GWh/year under the P50 scenario
based on the technical due diligence from May 2023. The annual solar panel degradation is expected to be 0.3%. CFD contracts are in place for 61.88 MWh projects for 15 years. The
delivery time is flexible, allowing to choose to deliver the least energy in the beginning, when the market prices exceed CFD. The weighted average electricity price during the operational
period amounts to 110.90 EUR/MWh (477.46 PLN/MWh). PLN denominated prices have been translated into EUR using the average exchange rate for the reporting year for presentation
purposes.
- Zala Elektriba SIA valuation method – income approach; discount rate – 9.17%. According to the wind measurement report from January 2024, under the P50 scenario, the project is
expected to generate approximately 341 GWh/year. All generated electricity sold at market prices. Weighted average electricity price during the operational period 76.13 Eur/MW.
- UAB Saulės energijos projektai valuation method – income approach; discount rate – 8.61%. The annual base of generation forecasted at the level of historical data, total generation is
projected at 3 GWh/year with 1 % annual degradation factor. From 2025 all electricity generated is sold at market prices. Weighted average electricity price during the operational period
79.89 Eur/MW.
Electricity price forecasts do not incorporate inflation adjustments. Therefore, annual inflation is applied monthly to electricity prices and operating costs each January to provide a more accurate
reflection of its impact on revenues and expenses. As at 31 December 2024 inflation rates have been applied based on central bank projections and management assessment as follows:
- Latvia: 1.3% in 2024 and 1.5% in 2025 (Bank of Latvia)
- Lithuania: 1.0% in 2024 and 2.2% in 2025 (Bank of Lithuania)
- Poland: 3.7% in 2024, 5.2% in 2025, and 2.7% in 2026 (National Bank of Poland)
- For subsequent years, management has established an estimated inflation rate of 2.5%.
III. Notes
| 39
Sensitivity analysis of value of shares as at 31 December 2024 is as follows:
Income approach assumptions, kEur
Investments
Total investment
UAB Žaliosios
PV Energy Projects
UAB Saulės
valuated at asset-
assets at fair value
investicijos
PL SUN sp. z o. o
Zala Elektriba SIA
sp. z o. o.
projektai
based method
3
through profit or
loss
Base
49 631
52 316
8 022
32 926
47
16 960
159 902
+1% WACC
40 790
45 565
1 995
29 143
0
16 960
134 453
-1% bps WACC
60 082
60 171
15 188
37 308
49
16 960
189 758
+15% electricity price
66 031
70 677
24 877
43 939
108
16 960
222 592
-15% electricity price
33 231
33 955
-
21 913
-
16 960
106 059
+15% electricity generation
67 553
71 240
24 877
44 282
109
16 960
225 021
-15% electricity generation
31 709
33 392
-
21 570
-
16 960
103 631
+1.5% inflation
51 027
53 753
9 304
33 740
49
16 960
164 833
-1.5% inflation
48 235
50 879
6 740
32 112
47
16 960
154 973
+10 % capex
49 631
50 482
1 408
32 910
47
16 960
151 438
-10 % capex
49 631
54 150
14 636
32 942
47
16 960
168 366
3
The asset-based approach was applied to determine the fair value of UAB Ekoelektra UAB JTPG, UAB KNT Holding, UAB PV Holding and Zalais Speks SIA,
III. Notes
| 40
2. Other financial assets
Group and Company
31 December 2025
31 December 2024
Restricted cash for guarantees
2 600
2 600
Total other financial assets
2 600
2 600
Bank guarantees are intended to confirm that project entity will fulfil their contractual obligations related to investments in solar and wind
farm infrastructure. Under the confirmation letter the bank is obligated to pay to the beneficiary amounts upon receipt of payment demand
in case the project entity does not fulfil the requirements listed in letter of intent signed with the grid operator, whereas the payable amount
cannot exceed the disbursements made by the Group indicated above.
Cash deposited for guarantees are held as cash restricted for the Group’s general use. Restricted cash for guarantees is held at well-
established credit institutions with high long-term credit ratings (refer to Note 5), therefore management does not see a risk that restricted
cash will not be used for the purpose it is currently held as restricted or that it will not become available for the Group’s general use once
purpose of holding restricted cash is fulfilled. Management assumes that there is no significant expected credit loss on restricted cash,
therefore expected credit loss is not recognized.
On 1 February 2024, the Group signed an agreement, followed by amendments, for the transfer of rights and obligations with an external
party to facilitate the return of EUR 2 600 thousand in restricted cash held for guarantees. The Group’s Management is confident that this
amount will be received from the bank by 30 June 2026. The third party is obligated to pay a fixed interest rate of 15% on the funds deposited
until they deposit the same amount into the bank account.
The management has concluded that there is no indication that the third party will be unable to deposit the required amount into the bank
account for the guarantee in accordance with the agreement for the transfer of guaranteed rights.
3. Prepayments
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Prepayments (non-current)
50
50
50
50
Future period expenses (current)
30
37
-
12
Loss allowance on prepayments (non-
current)
(25)
(25)
(25)
(25)
Total prepayments
55
62
25
37
The following table presents movements in prepayments for the year ended 31 December 2025:
Group and Company
As at
Increase (decrease)
As at
1 January 2025
in loss allowance
Repaid amount
31 December 2025
on prepayments
Prepayments
25
-
-
25
As at 31 December 2025 prepayments made by the Group consist of prepayments for the shares of UAB Raguvėlės vėjas and UAB Pakruojo
vėjas. Loss allowance on prepayment for the shares of UAB Pakruojo vėjas is recognized as the fair value of the subsidiary is considered to
be EUR 0.
The following table presents movement in loss allowance for prepayments for the year ended 31 December 2025:
Group and Company
As at
Increase (decrease)
As at
1 January 2025
in loss allowance
31 December 2025
Loss allowance for prepayments
(25)
-
(25)
III. Notes
| 41
4. Income tax receivable and other receivables
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Non-current income tax receivable
Receivable from tax administrator of Poland
637
303
637
303
Impairment of receivable from tax
(118)
-
(118)
-
administrator of Poland
Total other non-current receivables
519
303
519
303
Other current receivables
Receivable from external party related to
transfer of guarantees
960
564
960
564
Accrued overnight interest
-
19
-
19
Receivable for recharged costs
-
1
-
1
Other receivables
6
7
-
1
Total other current receivables
966
591
960
585
Total other receivables
1 485
894
1 479
888
As at 31 December 2025, the Group recognised a receivable from the Polish tax authorities relating to withholding tax paid by Energy Solar
Projekty sp. z o. o. and PV Energy Projects sp. z o. o. on interest payments made to the Group under loan agreements.
In September 2024, the Polish first-instance tax authority issued a decision to refund 50% of the withheld tax. Following the Group’s appeal,
the second-instance authority remitted the case for reconsideration. Upon reassessment, the first-instance authority maintained its original
position, concluding that Lithuanian regulations governing collective investment funds provide for a broader scope of activities than the
corresponding Polish regulations and, therefore, the Group does not meet the conditions for full withholding tax exemption under Polish law.
The Group has appealed this decision again, and a final decision is expected by the end of April 2026. Management believes that the full
amount of withholding tax will ultimately be refunded, in line with recent Polish court practice. However, due to uncertainty regarding the
timing of the final resolution, the Group has recognised a partial impairment of the receivable. The Group expects the refund to be received
before the end of its operating activities.
On 4 April 2025, the Group entered into an agreement with PV Energy Projects sp. z o. o. to offset a loan receivable and related accrued
interest against a withholding tax (WHT) receivable from the Polish tax authorities. The WHT, amounting to PLN 1,399 thousand, had been
paid in Poland, and the Group submitted a claim for a full refund. In February 2026, the tax authority refused to initiate proceedings, stating
that the Group was not entitled to apply for the refund as it had not borne the economic burden of the tax. According to the authority, a
subsequent internal settlement does not transfer the public law obligation to the Company, and therefore the refund application should be
submitted by the subsidiary. The Company did not appeal this decision and resolved to submit the refund claim through PV Energy Projects
sp. z o.o. As at 31 December 2025, management is not aware of any indications that a negative decision will be issued following the statutory
six-month review period, considering established court practice in similar cases. Due to uncertainty regarding the timing of recovery, an
impairment was recognised for 50% of the refundable WHT amount.
As at 31 December 2025 the Group has a receivable from external party related to 25 September 2023 agreement on transfer of rights and
obligations (refer to Note 2). According to the agreement, external party undertakes to reimburse the Group for the cost of issuing the
guarantees and 15% interest per annum on the amount of the guarantees.
As at 31 December 2025 and 31 December 2024, management performed an assessment of the recoverability of the receivable, including
an evaluation of the financial position and reputation of the counterparty and its shareholder, their development plans and funding strategy,
as well as their ability to obtain financing through debt and equity instruments. Management also considered current electricity market
conditions and demand, which support the economic viability of the underlying projects. Based on this assessment, management does not
identify any economic rationale for the counterparty to discontinue the project or terminate the agreement and considers that it remains in
the counterparty’s commercial interest to continue the project and fulfil its obligations under the agreement, including the reimbursement
of the amounts due to the Group. Based on the analysis performed and the information available as at the reporting dates, management
concluded that there are no indicators of impairment and that the receivable remains recoverable in full until 30 June 2026. Accordingly, no
impairment loss has been recognized as at 31 December 2025 and 31 December 2024.
III. Notes
| 42
5. Cash and cash equivalents
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Cash and cash equivalents
8 143
29 156
8 038
28 966
Less restricted cash
(2 600)
(2 600)
(2 600)
(2 600)
Total cash and cash equivalents
5 543
26 556
5 438
26 366
As at 31 December 2025 and 31 December 2024 all cash balances have a low credit risk at the reporting date and the impairment loss
determined as 12-month expected credit losses is immaterial.
As at 31 December 2025 and 31 December 2024, the Group has cash classified as restricted cash for guarantees in amount of EUR 2 600
thousand. Refer to Note 2.
As at 31 December 2025 and 31 December 2024 the Group's cash was held at bank accounts:
- AB SEB bankas;
- AB Artea bankas;
- AS Citadele banka Lietuvos filialas.
The credit risk associated with cash balances on bank accounts is limited as the Group conducts transactions with banks with high long-
term credit ratings issued by foreign rating agencies. Bank ratings are given below for the financial year ended 31 December 2025 is as
follows:
Moody's
Standard & Poor's
Probability of default, %
AB SEB bankas
AA3
AA-
0.02 %
AB Artea bankas
BAA1
-
0.19 %
AS Citadele banka Lietuvos filialas
BAA1
-
0.19 %
Given these low default probabilities, the credit risk associated with the Group’s cash balances is assessed as immaterial.
Net debt reconciliation for the financial year ended 31 December 2025 is as follows:
Group
Company
Liabilities
Cash and
Liabilities
Cash and
from
cash
Total
from
cash
Total
financing
equivalents
financing
equivalents
activities
activities
Balance as at 1 January 2025
(88 826)
26 556
(62 270)
(88 826)
26 366
(62 460)
Operating and investment cash flows
(7 895)
(5 983)
(13 878)
(7 895)
(5 898)
(13 793)
Loans received
65
9 000
-
65
9 000
-
Bonds issued
(15 596)
15 596
-
(15 596)
15 596
-
Repayment of bonds
34 200
(34 200)
-
34 200
(34 200)
-
Repayment of bonds interest
4 788
(4 788)
-
4 788
(4 788)
-
Transaction costs related to bonds issue
638
(638)
-
638
(638)
-
Balance as at 31 December 2025
(72 626)
5 543
(76 148)
(72 626)
5 438
(76 253)
III. Notes
| 43
Net debt reconciliation for the financial year ended 31 December 2024 is as follows:
Group
Company
Liabilities
Liabilities
Cash and
Cash and
from
from
cash
Total
cash
Total
financing
financing
equivalents
equivalents
activities
activities
Balance as at 1 January 2024
(69 181)
2 083
(67 098)
(69 181)
2 053
(67 128)
Operating and investment cash flows
(6 859)
(11 679)
4 820
(6 859)
(11 519)
4 660
Liabilities related to bonds
8
-
8
8
-
8
Bonds issued
(17 554)
17 554
-
(17 554)
17 554
-
Repayment of bonds interest
4 566
(4 566)
-
4 566
(4 566)
-
Transaction costs related to bonds issue
194
(194)
-
194
(194)
-
Balance as at 31 December 2024
(88 826)
26 556
(62 270)
(88 826)
26 366
(62 460)
6. Share Capital
For the financial year ended 31 December 2025 and 31 December 2024 movement in the number of shares issued and outstanding is
provided in the table below:
Group and Company
31 December 2025
31 December 2024
As at year start
58 656
58 656
Issue of ordinary shares
-
-
As at year end
58 656
58 656
As at 31 December 2025 and as at 31 December 2024, the Group’s authorised share capital amounted to EUR 58 656 thousand and was
comprised of 58 656 399 ordinary shares of EUR 1 each. During the financial year ended 31 December 2025, the authorised share capital
did not change.
7. Share premium
Group and Company
31 December 2025
31 December 2024
As at year start
24 119
24 119
Share premium
-
-
As at year end
24 119
24 119
As at 31 December 2025 and 31 December 2024, share premium is recognized if the issue price of a share exceeds the nominal value of a
share.
8. Legal reserve
The legal reserve is mandatory in accordance with the legal acts of the Republic of Lithuania. It is mandatory to transfer to the legal reserve
each year at least 5% of net profit calculated in accordance with the Lithuanian accounting principles until the reserve reaches 10% of the
authorised capital. As at 31 December 2025 legal reserve is amounted to EUR 1 325 thousand (as at 31 December 2024 – EUR 1 325
thousand).
III. Notes
| 44
9. Bonds issued
Group and Company
31 December 2025
31 December 2024
Non-current liabilities
Bonds principal issued
31 539
-
Amortized costs on bonds issue
(301)
-
Total non-current liabilities
31 238
-
Current liabilities
Bonds principal issued
41 121
91 315
Bonds interest accrued
14 727
9 628
Bonds interest paid
(14 241)
(9 425)
Amortized costs of bonds issue
(219)
(365)
Amortized discount on bonds issue
-
(2 327)
Total current liabilities
41 388
88 826
Total bonds issued
72 626
88 826
The Group carefully monitors the market interest rates, therefore fixed interest rates in the bond and loan agreements concluded by the
Group with its subsidiaries, associates or external / third parties are set in view of the market interest rates prevailing at the time of
undertaking the liability.
Movement in the Group’s liabilities in relation to changes in the value of bonds measured at amortized cost for the financial year ended 31
December 2025 is presented in the table below:
Group and Company
As at 1
Redemption
Amortized
As at 31
January
Bonds
of bonds
Interest
Interest
costs of
December
2025
issued
issued
accrued
paid
bonds
2025
issue
Green bonds
88 826
55 049
(73 704)
5 071
(4 788)
2 172
72 626
Total liabilities
88 826
55 049
(73 704)
5 071
(4 788)
2 172
72 626
During the reporting period up to 31 December 2025, the Group issued two bond traches totaling EUR 55 049 thousand under its new Green
Bond Programme. The new issuances were executed through a combination of newly placed bonds, an exchange offer to holders of the
2021 bonds issue, and the repurchase of the 2021 issue bonds at 99% of their nominal value. The bonds were issued with an annual coupon
rate of 8.00% and 8,5% and a maturity date of 13 December 2027 and 4 December 2026. The price of newly issued bonds was equal to
nominal value and no discount recognised.
During the reporting period ended 31 December 2025, the Company issued three bond tranches under its new Green Bond Programme, with
a total nominal value of EUR 55,049 thousand. The issuances were executed through a combination of newly placed bonds, an exchange
offer to holders of the 2021 bond issue, and the repurchase of part of the 2021 bonds at 99% of their nominal value. The newly issued bonds
carry annual coupon rates of 8.00% and 8.50% and mature on 4 December 2026 and 13 December 2027, respectively. The bonds were
issued at par and no discount was recognised.
The total nominal amount of bonds transferred by existing bondholders into the newly issued tranches amounted to EUR 39 719 thousand.
As the transaction involved a reclassification of existing liabilities between tranches under the same Green Bonds Programme, without
derecognition of the underlying financial liability, the movement was treated as a non-cash change in financing liabilities.
At the bondholders’ meeting of the 2021 Green Bond Programme held on 28 November 2025, amendments to the terms and conditions
were approved. The amendments included partial redemption of the nominal value in the amount of EUR 500 per bond, payment of accrued
interest on 15 December 2025, extension of the final maturity date to 15 June 2026, an increase in the coupon rate to 8.50%, and the granting
of an early redemption option to the Company. The Company assessed the modifications under the 10% test and concluded that the
changes do not constitute a substantial modification of the financial liability. Accordingly, the existing liability under the Green Bonds
programme from 2021 continues to be recognised without derecognition.
Movement in the Group’s liabilities in relation to changes in the value of bonds measured at amortized cost for the financial year ended 31
December 2024 is presented in the table below:
III. Notes
| 45
Group and Company
As at 1
Redemption
Amortized
As at 31
January
Bonds
of bonds
Interest
Interest
costs of
December
2024
issued
issued
accrued
paid
bonds
2024
issue
Green bonds
69 181
18 933
-
4 608
(4 566)
670
88 826
Total liabilities
69 181
18 933
-
4 608
(4 566)
670
88 826
During the year ended 31 December 2024, based on Green Bonds agreement, the Company issued new bonds in total amount of EUR 18
933 thousand with fixed coupon interest rate 5,00 % and maturity date of 14 December 2025. The issue price of newly issued bonds is lower
than nominal value of bonds, therefore discount on bonds was recognized and is going to be amortized over the term of the bonds issued.
During the year ended 31 December 2024, based on Green Bonds Agreement, the Group has paid to investors EUR 4 566 thousand of fixed
coupon interest.
Details on outstanding balances of bonds issued based on each of the bond agreement as at 31 December 2025 and 31 December 2024
are provided below:
Group and Company
Outstanding
Outstanding
Lender
Bond issue
Interest rate
Contractual
balance as at
balance as at
date
maturity date
31 December
31 December
2025
2024
Greens Bonds
15/12/2021
5,00%
14/12/2025
18 511
88 826
Principal amount:
91 315
91 315
Bonds redeemed:
(72 869)
-
Interest accrued:
13 039
9 628
Interest paid:
(12 974)
(9 425)
Amortized costs of bonds issue:
-
(365)
Amortized discount on bonds issue:
-
(2 327)
Greens Bonds
13/06/2025
8,00%
13/12/2027
31 357
-
Principal amount:
32 374
-
Bonds redeemed:
(835)
Interest accrued:
1 386
-
Interest paid:
(1 267)
-
Amortized costs of bonds issue:
(301)
-
Greens Bonds
04/11/2025
8,50%
04/12/2026
22 758
-
Principal amount:
22 675
-
Bonds redeemed:
-
Interest accrued:
302
-
Interest paid:
-
-
Amortized costs of bonds issue:
(219)
-
Compliance with financial covenants
Under the terms of the Green Bonds Agreement the Group is obligated to comply with financial covenants as listed below:
• Minimum liquidity requirement of EUR 1 500 thousand;
• Equity ratio 50% or higher;
• Leverage ratio 75% or lower.
In addition to the financial covenants following conditions are set in the agreement:
• No event of default has occurred as at the end data of reporting year;
• No change of nature of business, disposal of assets, negative pledge, limits on dividends, borrowing limits has occurred;
III. Notes
| 46
• Other conditions set in the Green Bonds Agreement such as publication of audited consolidated annual financial statements,
interim quarterly consolidated unaudited financial statements each of direct subsidiary or direct associated companies.
For the financial year ended 31 December 2025, the Group complies with financial covenants set out in the Green Bonds Agreement.
10. Loans received
Group and Company
31 December 2025
31 December 2024
Principal amount
9 000
-
Interest accrued
65
-
Total loans received
9 065
-
During 2025, the Group received two short-term loan agreements from external parties with total amount of EUR 9 000 thousand. The first
loan, amounting to EUR 3 500 thousand, bears a fixed interest rate of 10% per annum and is repayable by the end of January 2026. The
second loan is repayable by 22 April 2026, with a fixed interest amount agreed for the full loan period. The loan agreements do not contain
financial covenants or collateral requirements. In relation to the second loan, the Company’s largest shareholder issued a guaranteed letter
confirming that the Company will be able to repay the loan upon maturity date. The Group made the assessment that contractual interest
rates are in line with the effective interest rate, and the nominal value of received loans correctly reflects the amortized cost of financial
liabilities.
11.Trade and other payables
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Payable to Management Company
345
344
345
344
Accrued expenses
193
134
188
122
Trade payables
32
5
32
-
VAT payable
26
67
-
-
Payable to depository
24
28
24
27
Total trade and other payables
620
578
589
493
As at 31 December 2025 the Group has accrued expenses in amount of EUR 193 thousand (as at 31 December 2024 – EUR 134 thousand),
which mainly relates to accrued transaction fees of Green Bonds, audit expenses, valuation expenses and compensation for work and office
expenses.
12. Employee benefit obligations
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Unused vacation accruals
83
52
-
-
Total employee benefit obligations
83
52
-
-
III. Notes
| 47
13. Financial liabilities at fair value through profit or loss
Group
Company
31 December 2025
31 December 2024
31 December 2025
31 December 2024
Liability for JTPG share acquisition
3 500
-
3 500
-
Total other financial liabilities
3 500
-
3 500
-
On 17 July 2023, the Group signed a share purchase option agreement with external party for shares in its subsidiary UAB JTPG. Depending
on the results of the project implementation, the Group will acquire the right to acquire the option shares at the price set out in the agreement,
and upon the Group’s exercising of its right to acquire the option shares, external party will sell the option shares by the terms and conditions
set out in the agreement. The right to exercise the call option is triggered when all the conditions of the option have been fulfilled, or at the
expiry of the maturity date of 1 January 2026 (in the case of a partial fulfilment of the Option conditions). The right to exercise the call option
and to acquire the company’s shares does not constitute a derivative within the meaning of IFRS 9 if the exercise price is variable, dependent
on specific conditions that are valued at the exercise date. Therefore, the value of this option agreement was assessed as nil until the
specified conditions were met or until the expiry of the maturity date of 1 January 2026. These conditions included, inter alia, completion of
territorial planning procedures, execution of land lease and notarial agreements, obtaining environmental and national security approvals,
securing grid connection conditions and agreements, and obtaining permits required for the development of the solar park. As at the
reporting date, all key development conditions have been fulfilled, except for the building permit, for which the application had been
submitted.
As at 31 December 2025, the Group recognized other financial liabilities amounting to EUR 3.5 million arising from contractual obligations
related to a project/investment transaction, recorded as a share purchase option. The liability represents management’s estimate of the
amount expected to be settled in cash at maturity, in relation to the currently developed solar and BESS projects. The estimate is based on
the maximum consideration payable for the solar and BESS projects in accordance with the share purchase agreement (SPA), as well as
the development permit issued by the National Energy Regulatory Council. The final consideration may be lower if the ultimately permitted
capacity, based on construction permits, is reduced, or if project costs determined under the SPA pricing formula exceed those assumed at
the option agreement date.
The option price may increase to EUR 9,70 million if the wind park is developed without restrictions related to requirements to suspend
operations. As at 31 December 2025, there is no evidence that the environmental impact assessment will be revised or that the related
restrictions will be removed. The costs arising from the recognition of this liability have been recognized in the statement of profit or loss
and other comprehensive income and are presented as “Net loss on financial liabilities at fair value through profit or loss”.
14. Income
Group
Company
2025
2024
2025
2024
Net gain (loss) on investments in equity and debt
2 028
(11 866)
2 028
(11 866)
instruments at fair value through profit or loss (Note 1)
Result on sale of investment
1 100
4 882
1 100
4 882
Dividend income
60
210
134
210
Net loss on financial liabilities at fair value through
profit or loss (Note 13)
(3 500)
-
(3 500)
-
Other income
490
660
490
660
Total income (loss)
178
(6 114)
252
(6 114)
The Group measures its financial assets at fair value through profit or loss on an aggregated basis to present the best estimate of fair value
of its financial assets. The Group’s net loss on investment recognized for the financial year ended 31 December 2024 (refer to Note 1).
III. Notes
| 48
15. Administrative expenses
Group
Company
2025
2024
2025
2024
Management fee
1 370
1 370
1 370
1 370
Employment related costs
1 201
1 023
-
-
Consulting services
482
379
2 151
1 951
Depository expenses
137
129
135
129
Development and management costs of investment
137
111
18
12
objects
Accounting services
125
106
90
85
Valuation expenses
102
86
102
86
Legal expenses
98
78
68
(110)
Audit expenses
66
50
66
50
Bank charges
4
2
2
1
Other administrative expenses
298
209
39
20
Success fee
-
(1 783)
-
(1 783)
Total expenses
4 020
1 760
4 041
1 811
The Management fee is the remuneration paid to the Management Company for the management of the Company’s assets, which is
calculated under the following procedure:
- From the start of the Company’s operations until the expiry of the Investment Period – 1.5% on the total amount of commitments
to the Company of all the Investors under the Investment Agreements. The management fee shall be paid to the Management
Company pro rata to the total amount of Commitments to the Company;
- At the end of the Investment Period, the Management fee is calculated as 1.5% on the actual amount invested by the shareholders
in the Company.
The Articles of Association of the Company provide for the Success fee to the Management Company which depends on the Company’s
net return on investment for the entire life period. When the 8% hurdle rate is exceeded, the Success fee is accounted for on the accrual
basis.
Hurdle rate of net return on investment was not exceeded, which led to removal of the accrual of success fee expenses in the period ended
31 December 2025. During the period ended 31 December 2025 and 31 December 2024, the rate of return decreased and as a result accrued
expenses of success fee were reduced accordingly.
From 2024 the Group’s and the Company’s statutory audit was performed by UAB PricewaterhouseCoopers. UAB PricewaterhouseCoopers
did not provide any non-audit services to Group and Company (including other assurance services and tax advisory services).
During the financial year 2025, subsidiaries and associates accounted for at fair value through profit and loss have procured services from
PwC Global Group entities. The breakdown of services acquired, categorized by group, along with the corresponding remuneration, is
presented below:
Audit services
Tax consultation
Other assurance
Total
services
PricewaterhouseCoopers Polska spółka z
165
-
-
165
ograniczoną odpowiedzialnością Audyt sp.k.
UAB PricewaterhouseCoopers
99
-
25
124
PricewaterhouseCoopers SIA
16
-
-
16
Total expenses
280
-
25
305
For the purposes of these financial statements, PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k.
amounts have been translated into euros (EUR) using the average exchange rate of 4.2405 PLN/EUR, as published by the Bank of Lithuania,
in accordance with the Law on Accounting of the Republic of Lithuania.
III. Notes
| 49
During the financial year 2024, subsidiaries and associates accounted for at fair value through profit and loss have procured services from
PwC Global Group entities. The breakdown of services acquired, categorized by group, along with the corresponding remuneration, is
presented below:
Audit services
Tax consultation
Other assurance
Total
services
PricewaterhouseCoopers Polska spółka z
265
-
-
265
ograniczoną odpowiedzialnością Audyt sp.k.
UAB PricewaterhouseCoopers
43
-
41
84
PricewaterhouseCoopers SIA
15
25
-
40
Total expenses
323
25
41
389
For the purpose of these financial statements, PricewaterhouseCoopers Polska spółka z ograniczoną odpowiedzialnością Audyt sp.k.
amounts were converted into euros (EUR) using the average exchange rate of 4.3054 PLN/EUR, as announced by the Lithuanian Central
Bank, in accordance with the Accounting Law of Lithuania.
All remuneration paid to PwC Global Group entities is not adjusted based on ownership part.
16. Finance costs
Group
Company
2025
2024
2025
2024
Interest expenses on bonds issued
7 348
6 527
7 348
6 527
Transaction fee
482
332
482
332
Profit of earlier bond redemptions
(113)
-
(113)
-
Interest expenses on loans received
65
-
65
-
Total finance costs
7 782
6 859
7 782
6 859
During the year ended 31 December 2025, interest expenses on bonds issued increased as compared to the year ended 31 December 2024
due to newly issued Green Bonds in 2025 under the agreement signed on 13 June 2025 and 4 November 2025.
17. Income tax
The main components of corporate income tax expenses for the financial year ended 31 December 2025 and 31 December 2024 are as
follows:
Group
Company
2025
2024
2025
2024
Income tax expense (benefit) for the current year
7
8
-
-
Income tax expense (benefit) for the prior year
-
(6)
-
-
Total income tax
7
2
-
-
Following the provisions of the Lithuanian Law on Corporate Income Tax, all income of closed-end investment companies operating in
accordance with the Lithuanian Law on Collective Investment Undertakings are exempt from corporate income tax. Corporate income tax
expense for the financial year ended 31 December 2025 and 31 December 2024 is calculated based on the results of the subsidiary that is
consolidated.
Reconciliation of income tax expense and the accounting profit multiplied by the statutory tax rate for the year ended 31 December 2025
and 31 December 2024 is presented in the table below:
III. Notes
| 50
Group
Company
2025
2024
2025
2024
Loss before tax
(11 742)
(14 775)
(11 689)
(14 824)
Income tax expense calculated at the statutory rate in
Lithuania
(1 879)
(2 216)
(1 870)
(2 224)
Non-taxable income
1 880
2 517
1 870
2 224
Non-deductible expenses
6
-
-
-
Elimination of Change in fair value of investment in
subsidiary
-
7
-
-
Income tax expense (income) adjustment
-
(6)
-
-
Income tax expense recognised in profit or loss
7
2
-
-
18. Segment information
Operating reportable segments of the Group are separated on the basis of each consolidated entity, as chief operating decision-maker
(hereinafter - CODM) monitors performance of Group entities and makes decisions about allocation of resources based on results of
individual Group entities.
The Group provides two types of services, which are identified as its reportable segments. The following summary provides description of
services of each reportable segment:
Reportable segment
Description of services
Investment activities
Investment of collected funds in renewable energy infrastructure objects and related assets such
as renewable energy sources, energy efficiency projects, energy resources distribution and
transmission networks and their storage facilities, etc. Investment services are provided by AEI for
the financial year ended 31 December 2025.
Project management and
Provision of project management and consultation services in relation to development and
consultation services
operational activities of the Group.
The CODM does not monitor the results of the Group based on geographical segments.
The following table presents information on profit or loss, assets and liabilities by operating reportable segments of the Group for the year
ended 31 December 2025:
Project
Reclassifications and
Investment
management
consolidation
Total
activities
and consultation
adjustments
services
Segment profit or loss
Income
Sale of investment
1 100
-
-
1 100
Dividend income
134
(74)
-
60
Net gain (loss) on financial assets at fair value
through profit or loss
2 028
-
-
2 028
Net loss on financial liabilities at fair value through
profit or loss
(3 500)
-
-
(3 500)
Other income
490
-
-
490
III. Notes
| 51
Project
Reclassifications and
Investment
management
consolidation
Total
activities
and consultation
adjustments
services
Inter-segment income
-
1 669
(1 669)
-
Total income
252
1 595
(1 669)
178
Expenses
Interest expenses
(7 782)
-
-
(7 782)
Administrative expenses
(4 041)
(1 648)
1 669
(4 020)
Write-down of non-current tax asset
(118)
-
-
(118)
Loss before tax
(11 689)
(53)
-
(11 742)
Income tax
-
(7)
-
(7)
Loss after tax
(11 689)
(60)
-
(11 749)
Segment assets and liabilities
Segment assets
174 567
136
-
174 703
Segment liabilities
85 780
122
-
85 902
The following table presents information on profit or loss, assets and liabilities by operating reportable segments of the Group for the year
ended 31 December 2024:
Project
Reclassifications and
Investment
management
consolidation
Total
activities
and consultation
adjustments
services
Segment profit or loss
Income
Sale of investment
4 882
-
-
4 882
Dividend income
210
-
-
210
Net gain (loss) on financial assets at fair value
through profit or loss
(11 866)
-
-
(11 866)
Other income
660
-
-
660
Inter-segment income
-
1 668
(1 668)
-
Total income
(6 114)
1 668
(1 668)
(6 114)
Expenses
Interest expenses
(6 859)
-
-
(6 859)
Administrative expenses
(1 811)
(1 617)
1 668
(1 760)
Foreign exchange loss
(40)
(2)
-
(42)
Loss before tax
(14 824)
49
-
(14 775)
Income tax
-
(2)
-
(2)
Loss after tax
(14 824)
47
-
(14 777)
Segment assets and liabilities
Segment assets
189 796
218
-
189 796
Segment liabilities
89 320
144
-
89 464
Total of profit after tax of reportable segments presented in the table above reconciles with the consolidated profit after tax presented in
the Consolidated Statement of Profit or Loss for the year ended 31 December 2025 and 31 December 2024. Total assets and liabilities of
reportable segments presented in the table above reconcile with consolidated assets and liabilities presented in the Consolidated Statement
of Financial Position as at 31 December 2025 and 31 December 2024.
III. Notes
| 52
19. Related parties
The following income and expenses occurred from transactions with related parties:
Group and Company
12 months to
12 months to
Related party
Income / Expense type
Note
31 December
31 December
2025
2024
UAB Saulės energijos projektai
Dividend income
14
60
210
PV Energy Projects sp. z o. o.
Interest income on loans granted
1, 14
2 752
2 998
PL Sun sp. z o. o.
Interest income on loans granted
1, 14
5 969
5 841
Zalais Speks SIA
Interest income on loan granted
1, 14
89
-
UAB Ekoelektra
Interest income on bonds acquired
1, 14
361
359
UAB Žaliosios investicijos
Interest income on bonds acquired
1, 14
1 374
1 423
UAB KNT Holding
Interest income on bonds acquired
1, 14
813
796
UAB Nimela
Interest income on bonds acquired
1, 14
113
302
UAB JTPG
Interest income on bonds acquired
1, 14
424
337
Zala Elektriba SIA
Interest income on loan granted
1, 14
495
-
WPR2 SIA
Interest income on loan granted
14
171
-
UAB PV Holding
Interest income on bonds acquired
1, 14
389
177
Energy Solar Projekty sp. z o. o.
Interest income on loan granted
1, 14
-
1 165
UAB Atelda
Interest income on bonds acquired
1, 14
-
2
UAB Rineila
Interest income on bonds acquired
1, 14
-
1
The following are outstanding balances at the end of the financial year in relation to transactions with related parties:
Group and Company
Related party
Asset / Liability type
Note
31 December
31 December
2025
2024
PV Energy Projects sp. z o. o.
Receivable principal on loan granted
1
31 534
31 975
PV Energy Projects sp. z o. o.
Receivable interest on loan granted
1
8 580
6 269
PL Sun sp. z o. o.
Receivable principal on loan granted
1
56 848
55 080
PL Sun sp. z o. o.
Receivable interest on loan granted
1
15 262
9 293
Zalais Speks SIA
Receivable principal on loan granted
1
-
628
Zalais Speks SIA
Receivable interest on loan granted
1
-
16
UAB Ekoelektra
Receivable principal on bonds acquired
1
3 011
2 946
UAB Ekoelektra
Receivable interest on bonds acquired
1
1 074
712
UAB Žaliosios investicijos
Receivable principal on bonds acquired
1
20 284
23 650
UAB Žaliosios investicijos
Receivable interest on bonds acquired
1
136
2 870
UAB KNT Holding
Receivable principal on bonds acquired
1
6 925
6 560
UAB KNT Holding
Receivable interest on bonds acquired
1
2 095
1 282
UAB Nimela
Receivable principal on bonds acquired
1
-
3 096
UAB Nimela
Receivable interest on bonds acquired
1
-
461
UAB JTPG
Receivable principal on bonds acquired
1
3 232
2 397
UAB JTPG
Receivable interest on bonds acquired
1
881
457
Zala Elektriba SIA
Receivable principal on loan granted
1
875
-
Zala Elektriba SIA
Receivable interest on loan granted
1
496
-
UAB PV Holding
Receivable principal on bonds acquired
1
-
2 602
UAB PV Holding
Receivable interest on bonds acquired
1
-
178
III. Notes
| 53
Transactions with the Management Company
The following income and expenses occurred from transactions with the Management Company:
Group and Company
Related party
Income/ Expenses type
31 December 2025
31 December 2024
Management Company
Management fee
1 370
1 370
Management Company
Success fee
-
(1 783)
Amounts receivable from/payable to the Management Company as at 31 December 2025 and 31 December 2024:
Group and Company
Related party
Asset / Liability type
31 December 2025
31 December 2024
Management Company
Accrued management fee
345
344
Share purchase and sale transactions with related parties
As at 31 December 2025, related parties owned 20 559 560 units of the Company's shares representing 35,05% of the total amount of
shares (as at 31 December 2024, related parties owed 20 559 560 units of representing 35,05% of the total amount of shares).
Key management personnel
The management of the Company consists solely of the Fund Manager, who operates in accordance with the Company’s Articles of
Association and is employed by the Management Company. The Company’s key management personnel therefore comprise a single
individual.
Transactions with key management personnel are limited to remuneration for services rendered. Total remuneration for 2025 amounted to
EUR 59 thousand (for 2024 – EUR 60 thousand) and relates solely to short‑term employee benefits. No other transactions, balances or
commitments with key management personnel existed during 2025 and 2024.
20. Financial risk management
The Group assesses following financial risks related to its activity: liquidity, credit, interest rate, foreign exchange, and operational risks. The
objective of financial risk management is to identify, assess and manage the risks that the Group might be exposed to.
20.1. General risk
The value of Group’s investments may both go up and down and, therefore, the values of the Group’s Shares may fluctuate during the term
of the Group’s operations. Past performance of the Group cannot guarantee the same future results. In addition, main investments of the
Group will be made in infrastructure assets and related properties so there are risks related to investments in such infrastructure assets
and properties. This risk may be inherent to the overall market of this type of properties or separate segments of this market and cover inter
alia, global, regional, or national socio-economic conditions, supply of and demand for infrastructure assets and properties targeted by the
Group for investment, financial capacity of buyers and sellers, changes in the legal environment and legislation related to infrastructure
assets and properties, changes in the tax environment, etc.
20.2. Market and equity price risk
There is a risk that due to the deteriorating global, regional, or national situation (e.g., macroeconomic changes, wholesale energy prices,
political, legal risks, or actions of investors in a particular region) the value of the property acquired by the Group or income received from it
will decrease, maintenance (administration) costs of such property will increase thereby reducing the value of Group’s investments.
III. Notes
| 54
The shares of the Company, its subsidiaries and associates are not traded on the regulated market. Subsidiaries and associates mainly
operate in the Lithuanian, Latvian and Polish markets where value drivers are dependent on the specific energy regulation. The effect of
changes in prices of the equity shares on the results of the Group is zero.
The Company carries out its main transactions with entities of the Group. Loans granted and bonds issued are with a fixed interest rate,
therefore there is no impact of interest rate fluctuation on the results of the Group. Changes in market interest rates and their impact on the
fair value of fixed rate instruments owed by the Company is determined with reference to valuation reports of independent business
appraiser. Changes in fair value of instruments are accounted for based on the valuation reports. Refer to Note 1.
As at 31 December 2025 and 31 December 2024 the Group holds shares of its subsidiaries and associates, therefore is exposed to equity
securities price risk, as prices of such securities are uncertain in the future. Equity securities prices are observed and measured based on
the market value of subsidiaries and associates determined in the valuation report by the independent appraisers, which is prepared once a
year starting from 2023 (at least twice a year in previous reporting years). The Group holds both controlling interest in equity shares and
debt instrument issued by the subsidiaries and associates, therefore the fair value is determined for the aggregated equity and debt financial
instrument as one unit.
The Group’s aggregated financial assets at a fair value are as follows:
31 December 2025
31 December 2024
Equity and debt financial instruments
165 020
159 902
As equity securities are not publicly traded, their prices are determined based on valuation reports submitted by independent appraisers and
benchmark indexes are not used, the impact of changes in the fair value cannot be reasonably evaluated.
In order to manage the price risk, the Group's Management is obliged to ensure the diversification of the investments. The Group's
management responsibly selects investment objects, performs a thorough investment analysis, and makes efforts to ensure compliance
with the investment restrictions set out in the Group's prospectus.
The Group invests in renewable energy infrastructure facilities and related assets. Renewable energy infrastructure facilities and related
assets include the following facilities: renewable energy production sources, energy efficiency projects, distribution and transmission
networks of energy resources and their storage and other similar facilities. The Group invests in renewable energy infrastructure facilities
and related assets by acquiring equity securities (not less than 10% of equity securities with the voting right, provided they are not admitted
to trading on a trading venue, in other cases – not more than 20% of equity securities with the voting rights) and non-equity securities,
including convertible bonds, movable property (plant, equipment, and other similar property) and real estate.
20.3. Liquidity risk
There is a risk of incurring losses due to low market liquidity which will prevent the disposal of the infrastructure assets and related properties
acquired by the Group at the preferred time and price, or which will prevent the sale of the infrastructure assets and related properties
acquired by the Group in general. There is also a risk that due to the deteriorating global, regional, or national economic situation the return
demanded by the Investors will increase and the terms of financing from banks will deteriorate, which will make the sale of the Group’s
investments last longer than expected. To mitigate this risk, the Group will start selling the acquired assets at least 2 to 3 years before the
end of the term of the Company’s operations so that it can freely regulate the sale process and choose from the offers of buyers.
Liquidity risk is the risk that the Group may not be able to generate sufficient cash resources to settle its obligations in full as they fall due
or can only do so on terms that are materially disadvantageous. The Group’s objective is to maintain sufficient liquidity resources to maintain
operations, meet its financial obligations and liabilities, pay distributions, and provide funds for capital expenditures and investment
opportunities. Management seeks to achieve these objectives through:
- Preparation of regular forecast cash flows to understand the need for and use of funds; and
- Identification of future funding opportunities, including new debt facilities.
The Group describes the management of liquidity risk as conservative which refers to ensuring the sufficient amount of cash and cash
equivalents.
The following tables present contractual maturities of the Group‘s and Company’s financial assets and liabilities based on undiscounted
contractual payments as at 31 December 2025 and 31 December 2024:
III. Notes
| 55
Group
Cash flows as at 31 December 2025
Total
Less than 1
1 to 3 years
3 to 5 years
More than 5
year
years
Financial assets
Non-current assets
Bonds acquired
37 722
17 438
-
-
20 284
Loans granted
88 382
-
-
-
88 382
Current assets
Cash and cash equivalents
5 543
-
5 543
-
-
Other financial assets
2 600
-
2 600
-
-
Other receivables
2
-
2
-
-
Total financial assets
134 249
17 438
8 145
-
108 666
Financial liabilities
Non-current liabilities
Bonds issued
31 539
31 539
-
-
-
Current liabilities
Bonds issued
41 697
-
41 697
-
-
Loans received
9 065
9 065
Trade and other payables
416
-
416
-
-
Total financial liabilities
82 717
31 539
51 178
-
-
Company
Cash flows as at 31 December 2025
Total
Less than 1
1 to 3 years
3 to 5 years
More than 5
year
years
Financial assets
Non-current assets
Bonds acquired
37 722
17 438
-
-
20 284
Loans granted
88 382
-
-
-
88 382
Current assets
Cash and cash equivalents
5 438
-
5 438
-
-
Other financial assets
2 600
-
2 600
-
-
Total financial assets
134 142
17 438
8 038
-
108 666
Financial liabilities
Non-current liabilities
Bonds issued
31 539
31 539
-
-
-
Current liabilities
Bonds issued
41 607
-
41 607
-
-
Trade and other payables
377
-
377
-
-
Total financial liabilities
73 523
31 539
41 984
-
-
III. Notes
| 56
Group
Cash flows as at 31 December 2024
Total
Less than 1
1 to 3 years
3 to 5 years
More than 5
year
years
Financial assets
Non-current assets
Bonds acquired
41 251
-
8 094
9 506
23 651
Loans granted
87 683
-
55 080
628
31 975
Current assets
Cash and cash equivalents
26 556
26 556
-
-
-
Other financial assets
2 600
2 600
-
-
-
Other receivables
8
8
Total financial assets
158 098
29 164
63 174
10 134
55 626
Financial liabilities
Current liabilities
Bonds issued
91 518
91 518
-
-
-
Trade and other payables
416
416
-
-
-
Total financial liabilities
91 934
91 934
-
-
-
Company
Cash flows as at 31 December 2024
Total
Less than 1
1 to 3 years
3 to 5 years
More than 5
year
years
Financial assets
Non-current assets
Bonds acquired
41 251
-
8 094
9 506
23 650
Loans granted
87 683
-
55 080
628
31 975
Current assets
Cash and cash equivalents
26 366
26 366
-
-
-
Other financial assets
2 600
2 600
Other receivables
8
8
Total financial assets
157 908
28 974
63 175
10 134
55 625
Financial liabilities
Current liabilities
Bonds issued
91 518
91 518
-
-
-
Trade and other payables
344
344
-
-
-
Total financial liabilities
91 862
91 862
-
-
-
20.4. Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge a contractual obligation or commitment that it has
entered with the Group, resulting in a financial loss to the Group. In managing the credit risk, the Group seeks to select only creditworthy
counterparties whose reliability is not in doubt.
As at 31 December 2025 and 31 December 2024 credit risk is assessed in regard to other financial assets consisting of restricted cash for
bank guarantees (Note 2) and cash at bank (Note 5) which are not accounted at fair value through profit and loss.
The Group is exposed to limited credit risk regarding to cash held at bank as the bank is a counterparty with a high credit rating assigned
foreign rating agencies (please refer to Note 5). Given the high credit ratings of the banks, the Group considers the probability of bank failure
to be zero.
The following table presents the movement in loss allowance for the Group's prepayments and receivables measured at amortised cost as
at 31 December 2025:
III. Notes
| 57
Group
Asset type
Note
12 month or lifetime
Gross carrying
Loss allowance
Net carrying
ECL?
amount
amount
Prepayments
3
Lifetime ECL
60
(25)
55
Other receivables and non-
(simplified approach)
current income tax
4
Lifetime ECL
1 603
(118)
1 485
(simplified approach)
receivable
Company
Asset type
Note
12 month or lifetime
Gross carrying
Loss allowance
Net carrying
ECL?
amount
amount
Prepayments
3
Lifetime ECL
50
(25)
25
(simplified approach)
Other receivables and non-
Lifetime ECL
current income tax
4
(simplified approach)
1 597
(118)
1 479
receivable
The maximum exposure to credit risk in relation to financial assets, excluding financial assets measured at fair value through profit or loss,
as at reporting date is equal to the carrying value of each class of financial assets.
The Group holds restricted cash to provide bank guarantees and to confirm that subsidiaries would perform their obligations under
agreements related to investing in solar and wind farm infrastructure (refer to Note 2). Restricted cash refers to cash and cash equivalents
balances held by the Group that are not available for general use by the Group. Restricted cash to provide financial guarantees is
subsequently measured at amortized cost and is tested for impairment.
As at 31 December 2025 and 31 December 2024, the Group does not hold any collaterals in respect of loans granted and bonds acquired.
Loan agreements that the Group concluded have clauses specifying that no additional collateral shall be offered to the Group to secure the
performance of obligations under the loan agreements concluded.
As at 31 December 2025 and 31 December 2024, the Group had loans that have not yet been paid out. The Group's commitments in regard
to loans granted and not yet paid out are summarized in the table below.
Commitments in regard to loans granted and bonds issued as at 31 December 2025:
Group and Company
Amount of
Commitment
Contractual
loan
amount
Borrower
Type
Debt date
Maturity date
interest rate
granted/bonds
under
issued
loan/bond
agreement
PV Energy Projects Sp. z o. o.
Loan
20/06/2022
31/03/2039
8,50%
26 987
36 600
PL Sun sp. z.o.o.
Loan
28/02/2022
31/12/2043
8,50%
21 034
23 000
UAB Ekoelektra
Bonds
14/02/2022
05/01/2028
12.00%
4 139
6 000
UAB Žaliosios investicijos
Bonds
12/11/2021
31/12/2052
6,00%
29 269
30 000
UAB KNT Holding
Bonds
27/10/2022
05/01/2028
12,00%
6 925
20 000
UAB JTPG
Bonds
25/01/2023
05/02/2026
14,00%
5 486
12 000
Commitments in regard to loans granted and bonds issued as at 31 December 2024:
III. Notes
| 58
Group and Company
Amount of
Commitment
Contractual
loan
amount
Borrower
Type
Debt date
Maturity date
interest rate
granted/bonds
under
issued
loan/bond
agreement
PV Energy Projects Sp. z o. o. (5)
Loan
20/06/2022
31/03/2039
8,50%
25 887
36 600
PL Sun Sp. z o. o. (1)
Loan
28/02/2022
05/01/2026
8,50%
19 266
21 000
Zalais Speks SIA
Loan
28/04/2022
05/01/2028
12,00%
628
2 300
Zala Elektriba SIA
Loan
30/03/2023
05/01/2028
12,00%
2 828
3 995
UAB Ekoelektra
Bonds
14/02/2022
05/01/2028
12.00%
4 074
6 000
UAB Žaliosios investicijos
Bonds
12/11/2021
31/12/2052
8,50%
29 269
30 000
UAB KNT Holding
Bonds
27/10/2022
05/01/2028
12,00%
6 560
20 000
UAB Nimela
Bonds
18/07/2022
05/02/2026
12,00%
5 216
30 000
UAB JTPG
Bonds
25/01/2023
05/02/2026
14,00%
4 651
12 000
UAB Pakruojo vėjas
Bonds
06/03/2023
05/02/2026
14,00%
2 601
60 000
20.5. Fair value
All assets for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described
as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
- Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
- Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable;
- Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Quantitative disclosures of the Group’s and the Company's financial assets in the fair value measurement hierarchy as at 31 December
2025:
Level 1
Level 2
Level 3
Total
Financial assets
Investment assets at fair value through profit or loss
-
-
165 020
165 020
Other non-current receivables at fair value through profit or loss
-
-
-
-
Other current receivables at fair value through profit or loss
-
-
-
-
For the year ended 31 December 2025, the Group and the Company had investment assets which are measured at fair value through profit
or loss and considered Level 3 in the fair value hierarchy. There were no movements in between the levels in the fair value measurement
hierarchy during the year. For changes in the Level 3 items for the year ended 31 December 2025 refer to Note 1.
Quantitative disclosures of the Group’s and the Company's financial assets in the fair value measurement hierarchy as at 31 December
2024:
Level 1
Level 2
Level 3
Total
Financial assets
Investment assets at fair value through profit or loss
-
-
159 902
159 902
Other non-current receivables at fair value through profit or loss
-
-
-
-
Other current receivables at fair value through profit or loss
-
-
-
-
For the year ended 31 December 2024, the Group and the Company had investment assets which are measured at fair value through profit
or loss and considered Level 3 in the fair value hierarchy. There were no movements in between the levels in the fair value measurement
hierarchy during the year. For changes in the Level 3 items for the year ended 31 December 2024 refer to Note 1.
III. Notes
| 59
Breakdown of financial instruments by category
Fair value and carrying amounts of financial assets and liabilities of the Group and the Company by category as at 31 December 2025:
Group
Company
Carrying
Carrying
Fair value
Fair value
amount
amount
Financial assets at fair value through profit or loss
Investment assets at fair value through profit or loss
165 020
165 020
165 020
165 020
Total financial assets at fair value through profit or loss
165 020
165 020
165 020
165 020
Financial assets at amortised cost
Cash and cash equivalents*
5 543
5 543
5 438
5 438
Other financial assets*
2 600
2 600
2 600
2 600
Non-current income tax receivable and Other receivables*
1 485
1 485
1 479
1 479
Prepayments*
55
55
25
25
Total financial assets at amortised cost
9 683
9 683
9 542
9 542
Financial liabilities at amortised cost
Bonds issued*
73 146
73 146
73 146
73 146
Financial liabilities at fair value though profit or loss*
3 500
3 500
3 500
3 500
Trade and other payables*
620
620
589
589
Employee benefit obligations *
83
83
-
-
Total financial liabilities at amortised cost
77 349
77 349
77 235
77 235
Fair value and carrying amounts of financial assets and liabilities of the Group and the Company by category as at 31 December 2024:
Group
Company
Carrying
Carrying
Fair value
Fair value
amount
amount
Financial assets at fair value through profit or loss
Investment assets at fair value through profit or loss
159 902
159 902
159 902
159 902
Total financial assets at fair value through profit or loss
159 902
159 902
159 902
159 902
Financial assets at amortised cost
Cash and cash equivalents*
26 556
26 556
26 366
26 366
Other financial assets*
2 600
2 600
2 600
2 600
Non-current income tax receivable and Other receivables*
894
894
888
888
Prepayments*
62
62
37
37
Total financial assets at amortised cost
30 112
30 112
29 891
29 891
Financial liabilities at amortised cost
Bonds issued*
91 518
91 153
91 518
91 513
Trade and other payables*
578
578
493
493
Employee benefit obligations *
52
52
-
-
Total financial liabilities at amortised cost
92 148
91 783
92 011
91 646
*The carrying values of the Group‘s and the Company‘s other financial assets, prepayments, other receivables at cost, cash and cash
equivalents, bonds issued, borrowings, trade and other payables and employee benefit obligations are a reasonable approximation of their
fair values. In the Statement of Financial Position, only investment assets and other non-current and current receivables are measured at
fair value through profit or loss.
20.6 Interest rate risk
There is a risk that a rapid recovery of the global economy or a higher inflation rate may force central banks to raise interest rates which will
entail higher costs of administration of credits related to the Group’s investments, thereby reducing the value of the Group’s investments.
III. Notes
| 60
To mitigate this risk, the Group may hedge against interest rate risks by concluding respective transactions in financial instruments, where
necessary.
As at 31 December 2025 and 31 December 2024 the Group’s assets (loans granted, bonds acquired) and liabilities (borrowings, bonds
issued) are subject to fixed interest rates, therefore the Group is not exposed to interest rate risk. The Group's assets and liabilities do not
use benchmark rates.
The fair value of the Group's investments in equity and debts instruments is measured on an aggregated basis. Among other investments,
it holds both a controlling interest in equity shares and a debt instrument issued by the subsidiaries.
From a business strategy perspective, and in a manner consistent with standard practice in its industry, the Group evaluates the
performance of its investments in subsidiaries and makes acquisition and disposal decisions on an aggregate basis rather than by
considering the equity shares and debt instruments separately.
When it holds both a controlling interest in the equity shares of a subsidiary and debt instruments issued by that subsidiary, the Group rarely,
if ever, disposes of one instrument without also disposing of the other as this ensures that its return on investment is maximized. Therefore,
the risk arising solely from interest is not applicable.
20.7. Foreign exchange risk
Foreign exchange risk is the risk that the value of cash flows of financial instruments may fluctuate in the future due to changes in foreign
exchange rates. The Group’s investments will be mainly made in euros, therefore the Group’s assets and liabilities are considered to be free
of foreign exchange risk.
To mitigate this risk, the Group may hedge against foreign exchange risks using derivative financial instruments but neither the Group nor
the Management Company can guarantee that these hedges will cover the entire or majority of the investment portfolio.
For the financial year ended 31 December 2025 and the financial year ended 31 December 2024 derivative financial instruments are not
used to hedge against the risks of fluctuations in foreign exchange rates.
As at 31 December 2025 the Company has receivables denominated in PLN in the amount of EUR 637 thousand (as at 31 December 2024
– EUR 303 thousand) (refer to Note 4). An increase of 10% in the PLN/EUR rate would result in foreign exchange loss in the amount of EUR
71 thousand. A decrease of 10% in the PLN/EUR rate would result in foreign exchange gain in the amount of EUR 58 thousand.
20.8. Operational risk
Operational risk refers to mismanagement, error, or fraud in relation to financial risk management resulting in financial loss to the Group. It
is managed by maintaining a strict review of the accounts and the financials of the Group, whilst ensuring that suitably experienced and
qualified staff implements those reviews, appropriate contractual arrangements are in place with counterparties and compliance with the
laws and regulations is maintained.
20.9. Capital risk management
The Group’s objective in managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for
the shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
For the purpose of the Group's capital management, capital includes share capital, share premium and all other equity reserves attributable
to the equity holders of the Group.
The Group performs the following in order to maintain capital structure and ensure effective capital management:
• Regularly monitors the performance of the Group and adjusts the Group’s distributions to shareholders;
• Issues new shares to existing or new shareholders in accordance with the constitutional documents of the Group;
• Restricts redemption of shares in accordance with the constitutional documents.
20.10. Property development risk
There is a risk that the development projects of the Group will take longer or cost more than expected, thereby reducing the value of the
Group’s investments. To mitigate this risk, the Group will allocate sufficient resources to control the budget and implementation deadlines
of the development projects.
III. Notes
| 61
20.11. Limited diversification risk
The limits of investment of the Group’s assets are not regulated as tightly as those of other collective investment undertakings so the risk
spread is not broad and there is a risk that even a single unsuccessful investment may have a significant negative effect on the overall result
of the Group due to a limited number of investments. To mitigate this risk, the Management Company will choose the investment objects
responsibly, analyse the investments in great detail and will make every effort to ensure compliance with the investment restrictions laid
down in the Prospectus.
20.12. Tax risk
There is a risk that a change in the economic climate and political situation in the country may result in new taxes applicable to the Group
and investment objects of the Group and/or an increase in the current tax rates, thereby reducing the return on investments of the Group.
20.13. Political and legal risk
An entity which invests in one geographic region or economic sector is exposed to higher political and/or legal risks. Political risks are
inherent in all developing countries. They are high in countries that are not members of the European Union, especially in the developing
countries. Political instability in the country may lead to legal, tax, fiscal and regulatory changes such as nationalization, confiscation,
restriction of the free movement of capital and other political decisions which may have an adverse effect on the value of the Group’s shares.
20.14. Geopolitical risk
There is a risk that the operations of the Group may be affected by geopolitical changes (such as conflicts between countries, internal
conflicts of neighbouring countries, uprisings, or wars) resulting in a lower value of the Group’s investments or failure to dispose of the
investment objects acquired by the Group at the preferred time and price.
In February 2022, the Russian Federation invaded Ukraine. The military actions affect not only the economies of Ukraine, Russia and Belarus,
but also the whole European Union and the global economy. As at the date these financial statements were authorized for issue, the situation
in Ukraine is extremely volatile and inherently uncertain. The Group does not invest in Ukraine, Russia and Belarus and does not have
subsidiaries in these markets, nor does it attract any investments from the mentioned countries, therefore the management of the Group
has concluded that:
• no expected credit losses adjustments should be made as Group and its subsidiaries do not have balances with above-mentioned
countries;
• no adjustments to the carrying amounts of assets and liabilities should be made;
• the situation does not have an impact on Group’s ability to continue as a going concern;
• overall potential effects tightly related to the Group’s activities are an increase in electricity prices, possible disruptions in the
supply chain as well as increased inflation and growing prices of other materials.
In the management’s opinion, considering the ongoing and dynamic nature of the situation, a reliable estimate of the financial impact cannot
be presently made. Additionally, the Group’s management ensures compliance with the relevant EU sanctions and monitors for any further
restrictions by following the Management Company’s internal procedures.
20.15. Group’s property valuation risk
The assets acquired by the Group will be evaluated according to the main rules laid down in the Prospectus. The valuation of individual
items of assets of the Group will be carried out by a property or business appraiser but such valuation constitutes only the approximate
value of the assets which does not automatically mean an accurate realizable value of the Group’s assets which depends on a number of
factors, e.g., economic, and other conditions beyond the control of the Management Company and its employees. Therefore, the realizable
value of the Group’s assets may be either above or below the value of the assets determined by the property or business appraiser.
20.16. Fluctuation risk
The value of the Group’s investments may significantly increase or decrease within a relatively short period of time and as a result of this
the Group’s NAV may significantly increase or decrease within a relatively short period of time. A significant increase or decrease in the
Group’s NAV within a relatively short period of time may cause sudden significant fluctuations (increase or decrease) in the value of the
Group’s shares.
III. Notes
| 62
21. Going concern
As at 31 December 2025 and at the date of issuance of these financial statements, the Company’s current liabilities exceed its current
assets. The Company has outstanding Green Bonds of EUR 18.4 million maturing on 16 June 2026 and EUR 22.7 million maturing on 4
December 2026, as well as liabilities under the option agreement. In addition, the Group is required to repay short-term debt of EUR 5.5
million, together with accrued interest on bonds and loans.
In line with its strategic plans for 2026, the Company is actively pursuing a combination of measures to meet these obligations, including
asset divestments, refinancing through new debt facilities, repayments from subsidiaries, recovery under guarantees and extension of bond
maturities. The Company has initiated the sale process for several projects, engaged sell-side advisers and commenced discussions with
potential buyers. In addition, a Company’s subsidiary accounted for at value through profit or loss has secured external financing for EUR
53.3 million, out of which approximately EUR 13 million is allocated to the Company and is subject to the fulfilment of certain conditions
precedent. Upon satisfaction of these conditions, part of the proceeds is expected to be up streamed to the Company to settle shareholder
funding.
The execution of these measures is dependent on a number of conditions and external factors, including the timing and pricing of asset
disposals, the successful fulfilment of conditions precedent under the secured financing, the availability of refinancing on acceptable terms,
and the outcome of discussions with bondholders regarding maturity extensions. These factors are influenced by market conditions,
including investor demand, financing environment and project execution risks.
These conditions indicate the existence of material uncertainty that may cast doubt on the Company’s ability to continue as a going concern.
Nevertheless, based on the ongoing actions, management considers that the Company will be able to meet its obligations as they fall due.
Accordingly, these financial statements have been prepared on a going concern basis.
22. Subsequent events
On 6 January 2026, the Group received repayment of bonds and interest of EUR 786 thousand from UAB Žaliosios investicijos under the
agreement dated 22 November 2021.
On 29 January 2026, the Group repaid a short-term loan agreement with an external party, the total amount of which was EUR 3 677
thousand of the loan and accrued interest.
On 6 February 2026, the Group acquired a total amount of 5 000 bonds with nominal value of EUR 1 each according to bond subscription
agreement with UAB JTPG dated 25 January 2023.
On 1 March 2026, the Group acquired a total amount of 35 000 bonds with nominal value of EUR 1 each according to bond subscription
agreement with UAB JTPG dated 25 January 2023.
On 1 March 2026, the Group acquired a total amount of 50 000 bonds with nominal value of EUR 1 each according to bond subscription
agreement with UAB KNT Holding dated 27 October 2022.
On 13 March 2026, the Group acquired a total amount of 50 000 bonds with nominal value of EUR 1 each according to bond subscription
agreement with UAB KNT Holding dated 27 October 2022.
On 16 March 2026, the Group has made additional loan drawdown of EUR 250 thousand according to loan agreement with PV Energy
Projects sp,z o.o. dated 22 June 2022.
On 20 March 2026, the Group acquired a total amount of 720 000 bonds with nominal value of EUR 1 each according to bond subscription
agreement with UAB JTPG dated 25 January 2023.
Financial statements have been signed by electronic signature:
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Piečiukaitienė
| 63
Annual management report of the Company and the
Group for FY2025
Annual report
| 64
1. The Company’s situation, review of performance and development, main risks and uncertainties faced by the Company
UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors (hereinafter – the
Company), Company identification number: 304213372, registered on 15 March 2016 as UAB Atsinaujinančios energetikos investicijos by
the decision of the Supervision Service of the Bank of Lithuania of 14 December 2020, the Company was transformed into a closed-end
investment company intended for informed investors UAB Atsinaujinančios energetikos investicijos upon approval of the Company’s Articles
of Association by the Supervision Service of the Bank of Lithuania. The Company began operating as a closed-end investment company on
16 December 2020. The Company’s data is stored and accumulated by the State Enterprise Centre of Registers (VĮ Registrų centras). The
address of the Company: Jogailos g. 4, Vilnius.
In accordance with the voting results of the Company’s extraordinary general meeting of shareholders held on 16 May 2025, the
shareholders of the Company approved the extension of the Company’s term of operation by an additional two years, with more than a 9/10
majority of votes cast by all the shares held by the Company's shareholders. As a result, the Company’s term of operation is considered
extended until 5 February 2028.
The area of activities of the Company
The objective of the Company is, by distributing the Company’s shares, to collectively invest the raised funds into facilities of the renewable
energy infrastructure and related assets, such as renewable energy production sources, energy efficiency projects, energy resources
distribution and transmission networks and their protection, etc. as well as striving for earning profit for the shareholders.
The Company’s s shareholders who have more than 25% of the shares
ENERGY AND INFRASTRUCTURE SME FUND, a closed-end investment fund for informed investors holds 31.28% of shares as of 31
December 2025 (31.28 % as of 31 December 2024).
The Company has not acquired its own shares.
The Company’s manager
Mantas Auruškevičius
Review of performance and development
Divestments
Three renewable energy projects were divested:
• UAB Saulės energijos projektai, which operates a 2.6 MW solar power plant in Lithuania, was divested in the third quarter of 2025.
• UAB PV Holding, developing a 45 MW onshore wind and 9 MW battery energy storage hybrid project in Lithuania, was divested in
the fourth quarter of 2025.
• Zalais Speks SIA developing a 112 MW onshore wind farm in Latvia, was divested in the fourth quarter of 2025.
Solar projects
In total, 45 MW of operational solar capacity was energized in the solar portfolio in 2025:
• Within the PV Energy Projects sp. z o.o. portfolio (total installed capacity of 67.8 MW, Poland), 4.8 MW reached COD during the
year. At the end of the reporting period, 49.8 MW of installed capacity was in commercial operation, while the remaining 18 MW
is expected to achieve COD by December 2026. From January to December 2025, the operational projects generated 38.2 GWh
of electricity from renewable energy sources.
• Within the PL SUN sp. z o.o. portfolio (total installed capacity of 114 MW, Poland), 40.2 MW reached COD in 2025. At the end of
the reporting period, 66 MW of installed capacity was in commercial operation, with the remaining projects expected to achieve
COD in the first half of 2026. In Q4 2025, the portfolio secured PLN 227 million (approximately EUR 53.5 million equivalent) in
long-term external financing from Polish commercial banks mBank and BOŚ. The financing was used to refinance short-term
construction facilities, complete construction works and partially repay shareholder loans.
Wind projects
Significant developments took place on the wind portfolio in 2025:
• Zala Elektriba SIA (112 MW construction stage wind park, Latvia) signed the turbine supply agreement in Q1 2025 and has
commenced construction works. As of the reporting date, work is progressing on schedule with no significant delays.
• UAB Žaliosios investicijos operates a fully operational 185.5 MW wind portfolio (UAB Anykščių vėjas, UAB Potentia Industriae and
UAB Rokvėja). From January to December 2025 these three wind farms generated 528.1 GWh of renewable wind energy. In Q3
2025, UAB Žaliosios investicijos entered arbitration proceedings with the project seller concerning the calculation of the
acquisition price. The dispute relates to the variable component of the purchase price and its calculation methodology. The final
Annual report
| 65
amount remains under review; however, under the initial estimation by Company, there should be no material impact on
Company's financial standing.
Hybrid projects
• UAB Ekoelektra (70 MW solar and 100 MW wind hybrid park, Lithuania) is in final development stages; the final building permit is
expected in early 2026.
• UAB KNT Holding (250 MW solar, 390 MW wind and 50 MW BESS development-stage hybrid park, Lithuania) is in final
development stages; the final building permit is expected in mid-2026.
• UAB JTPG (70 MW solar and 7 MW BESS development-stage hybrid park, Lithuania) is undergoing environmental permitting to
increase capacity by an additional 69 MW of wind.
Risks and uncertainties
Given the urgent need to accelerate the EU’s clean energy transition, the Renewable Energy Directive (EU 2023/2413, RED III) entered into
force on 20 November 2023, and most of its provisions had to be transported into Member States’s national law by 21 May 2025. It
established a binding EU-wide renewable energy target for 2030 of at least 42.5% of gross final energy consumption, with an additional
aspirational objective to reach 45%. These targets replace the earlier 32% target from the 2018 Directive, reflecting a substantial increase in
ambition and demonstrating the EU’s strengthened commitment to accelerating the clean energy transition.
The Company's operations within the renewable sector are subject to a range of risks and uncertainties that can significantly influence
financial outcomes. Regulatory and policy risks are foremost among these concerns, as the renewable energy sector is closely tied to
government policies and regulations. Frequent changes or uncertainties in energy policies, subsidies, or incentives can materially affect the
financial viability of projects undertaken by the Company, potentially leading to operational disruptions.
Market demand and pricing volatility further complicate the Company's investment landscape. Fluctuations in electricity prices and the
overall demand for renewable energy can substantially impact returns on investment. Increased competition from global markets or shifts
in consumer preferences may create pricing pressures that affect the Company’s profitability.
Supply chain constraints are particularly pertinent to the Company, especially in the onshore wind sector, where delivery timelines for turbine
components currently range between 12 and 18 months. Elevated global demand has resulted in higher turbine prices and challenges
regarding the availability of transformer stations. Consequently, the Company emphasizes advanced planning and securing supplier
contracts early as crucial strategies to mitigate these risks.
Financing and investment risks are inherent to the renewable sector and affect the Company directly. Difficulties securing adequate
financing due to fluctuating market conditions could impact the Company’s ability to meet its financial obligations. Political instability,
economic downturns, or shifts in regulatory landscapes within the Company’s operational regions can lead to increased borrowing costs,
further influencing overall investment returns
Permit and approval delays may impede the Company's project timelines and escalate costs. The permitting process is often subject to
bureaucratic inefficiencies, resulting in prolonged project initiation and delayed returns on investments, which could impact the Company’s
financial performance.
Operational risks associated with project execution, such as construction delays, cost overruns, and technical challenges, may also
significantly affect the Company. Inadequate project management or unforeseen environmental factors can disrupt timelines and result in
increased operational costs.
Infrastructure limitations pose additional challenges for the Company, as the rapid growth of renewable energy necessitates substantial
enhancements to existing electricity networks. Bottlenecks created by government-controlled grid operators may hinder the integration of
renewable energy, delaying the completion of projects and their connection to the grid.
Technological changes within the renewable landscape could disrupt the Company's existing projects. Staying informed about
advancements in solar and wind technologies is essential; failure to adapt may jeopardize the Company’s competitiveness and the relevance
of installed systems.
Environmental and social risks are also prominent for the Company, as projects may face scrutiny or opposition from local communities,
particularly in ecologically sensitive areas. Securing a social license to operate is critical, and ineffective stakeholder engagement could
impede project development.
In February 2022, the Russian Federation invaded Ukraine, creating a volatile and uncertain economic environment that impacts not only
Ukraine, Russia, and Belarus but also the broader European Union and global economy. As of the date these financial statements were
authorized for issue, the Company does not invest in Ukraine, Russia, or Belarus, nor does it have subsidiaries in these markets or attract
investments from these countries. Consequently, management has concluded that:
✓ No expected credit loss adjustments should be made, as the Company and its subsidiaries do not have balances with the
indicated countries.
✓ No adjustments to the carrying amounts of assets and liabilities should be necessary.
Annual report
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✓ The situation does not impact the Company’s ability to continue as a going concern.
✓ General potential effects closely related to the Company’s activities include an increase in electricity prices, possible disruptions
in the supply chain, increased inflation, and rising prices of other materials.
Additionally, the Company’s management ensures compliance with relevant EU sanctions and actively monitors for any further restrictions
by adhering to internal procedures established by the Management Company.
2. Analysis of financial and non-financial operating results; environment and personnel-related information
The Company’s objective is to earn a return for the Company’s investors from investments in facilities of the renewable energy infrastructure
and related assets.
As at 31 December 2025, the Company's investment assets, valued at fair value through profit or loss, totalled EUR 165 020 thousand. This
represents an increase of EUR 5 118 thousand, or 3.20%, compared to 31 December 2024. The change was primarily driven by additional
investments made throughout the 2025, results of year-end independent annual valuation of the Company’s assets.
As at 31 December 2025, the Company reported total assets of EUR 174 567 thousand, total equity of EUR 88 787 thousand, and total
liabilities of EUR 85 780 thousand. For the period from January to December 2025, the Company reported a comprehensive loss of EUR 11
689 thousand, primarily attributed to increase in administrative and interest expenses.
In Company's corporate structure, there is a subsidiary UAB AEI Development, the subsidiary employs 14 employees who provide services
to the Company, including project development, technical construction management of wind and photovoltaic projects, operations and
asset management, finance management, and legal matters.
As of 31 December 2025, the Company has bonds issued under three programmes: EUR 32.69 million nominal value green bonds under the
2025/2027 green bond programme, EUR 22.68 million nominal value bonds under the 2025/2026 bond programme, and EUR 20.75 million
nominal value green bonds under 2021/2025 programme. The Company published a separate report with an overview of the positive
environmental impact achieved using proceeds from Green Bonds issuances on an annual basis.
Responsible business principles, environmental protection and actions on climate change
The Company has formulated and ratified a Code of Conduct to steer its operations. This Code underscores the Company's dedication to
upholding ethical standards and adhering to labour regulations. The Code delineates strategies for involving suppliers and contractors,
ensuring their compliance with ethical standards across the supply chain. It also highlights the effectiveness of grievance mechanisms in
addressing concerns and preserving transparency within the organization. The Company's ongoing commitment to enhancing ethical
practices and nurturing a culture of integrity is evident through its continuous improvement endeavours.
AEI are devoted to conducting the business in an ethical, legal, and socially responsible way. AEI engages with its suppliers, contractors,
subcontractors, advisers and other business partners (hereinafter- Partners) to share this commitment and, therefore, has established this
Partner Code of Conduct. Before the Group enters to the agreement with suppliers the Group asks them to confirm that suppliers are familiar
with the partner code of conduct and apply the general principles in their activities.
AEI and its subsidiaries are dedicated to financing renewable energy projects and enhancing long-term value. The Company's Supply Chain
Security Policy aims to ensure successful development and competitive positioning by professionally funding renewable energy projects
and promptly addressing client and investor needs. Key objectives include strengthening relationships with stakeholders, identifying and
mitigating risks in the supply chain, and involving employees in safety management activities. The policy also emphasizes compliance with
legal requirements and continuous improvement through feedback analysis.
The objective of the Company is sustainable investments as defined in Article 9 of Regulation (EU) 2019/2088 of 27 November 2019 of the
European Parliament and of the Council on sustainability-related disclosures in the financial services sector. The “do no significant harm”
principle applies only to those investments of the Company that consider the EU criteria for environmentally sustainable economic activities.
The investments underlying the remaining portion of this financial product do not consider the EU criteria for environmentally sustainable
economic activities.
Combating corruption and bribery, including bribery of foreign officials in international business transactions
The Group's employees adhere to procedures established by the Management Company in their daily operations. These measures are
implemented to mitigate the risks associated with both external and internal bribery. The Management Company has developed internal
protocols to ensure transparency in its operations and to minimize the potential involvement in criminal activities.
The Management Company has adopted a Conflicts of Interest Management Policy, which outlines the fundamental standards for
conducting business. This policy applies to both Management Company employees and staff members of entities managed by the
Management Company in the management of collective funds. It serves as a framework for ethical business conduct, aimed at organizing
activities in a systematic manner and facilitating decision-making based on principles of business ethics.
Additionally, the Management Company has implemented an Incentive Policy to govern its operations. The primary objective of this policy
is to ensure that the Management Company and its employees conduct themselves honestly, fairly, and professionally in the best interests
Annual report
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of the collective investment undertakings. The policy aims to prevent conflicts of interest in relation to the receipt or provision of incentives,
as such actions could potentially introduce bias and compromise the duty to act in the best interests of the collective investment
undertakings.
3. References and additional explanations about the data provided in the annual financial statements.
In drawing up the annual financial statements, the Company was guided by the provisions of the Law on Financial Reporting of the Republic
of Lithuania and the International Financial Reporting Standards.
The separate and consolidated financial statements are crafted by an external accounting service provider. Following this, employees of the
Management Company carry out a meticulous review to guarantee precision and adherence to regulatory standards. The process of
preparing financial statements encompasses the use of IFRS checklists, underscoring their significance in maintaining compliance with
international accounting standards and ensuring requisite disclosures.
4. The number of all shares acquired and held by the Company and their face value and the portion of the authorised capital constituted
by those shares.
None.
5. The number of all shares acquired during the reporting period and held by the Company and their face value, and the portion of the
authorised capital constituted by those shares.
None.
6. Information about payment for own shares if they are acquired or transferred for consideration.
None.
7. Reason for the acquisition of own shares by the Company during the reporting period.
None.
8. Information on the Company’s branches and representative offices.
The Company does not have any representative offices or branches.
9. Information about significant events that took place after the end of the reporting period.
There were no significant events except for those disclosed in the financial statements.
10. The Company’s operational plans and forecasts for 2026.
In 2026 the Company expects to fully energize its Polish solar portfolio and make substantial construction progress on the 112 MW wind
farm in Latvia. As the Company completes the investment cycle for its core assets, material portfolio divestments are anticipated during
2026–2027.
As of 31 December 2025, the Company has EUR 76.13 million nominal value of bonds outstanding across three programmes. In line with
its 2026 strategy, the Company expects to address bonds outstanding by one or a combination of: settlement from asset divestment
proceeds, settlement from equity refinancing proceeds, refinancing with a new debt facility, term extension with favourable majority
bondholder consent, or a mix of these options. The Company is actively engaging bondholders and remains committed to pursuing all
prudent avenues to resolve the outstanding bonds.
11. Information on the Company’s research and development activities.
None.
12. Objectives of the Company’s financial risk management, security instruments used for the main groups of envisaged transactions,
which are subject to hedge accounting, and scopes of the Company’s price risk, credit risk, liquidity risk, and cash flow risk.
Information about the financial risk management of the Company is disclosed in financial statements.
13. Information about other managerial positions held by the manager, board members, and supervisory board members of the public
limited liability company and private limited liability company (manager of the legal entity (legal form, name, identification number,
registered office address), member of a management body or supervisory body of the legal entity (legal form, name, identification
number, registered office address) and most important information about their main working place (position, legal entity’s legal form,
name, registered office address).
As at 31 December 2025 the Management Board of the Company's Management company consisted of 5 Board members:
➢ Antanas Vainauskas
➢ Mindaugas Marcinkevičius
Annual report
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➢ Andrius Stonkus
➢ Jan Ake Gustaf Litborn
➢ Marius Žemaitis
No.
Management
Conpany Board
Member
The Name of the Company, Entity or
Organization
Position
Portion in the capital
of the organisation,
%
1
Antanas
Vainauskas
UAB Serenus
Shareholder
100%
UAB INVESTI LT
Manager
50% shares own UAB
Serenus
Advokatų kontora Vainauskas ir
partneriai
Lawyer
100%
UAB LL Investicijos
Board member
0%
UAB TAN Oil
Board member
0%
UAB Emont
Director
100% shares own
UAB Serenus
2
Mindaugas
Marcinkevičius
UAB Glera
Shareholder, Manager
100%
UAB Taikos projektas
Shareholder, Manager
100%
UAB Biruliškių projektas
Shareholder
100%
OÜ Attexo
Shareholder, Board member
100%
UAB Ordeta
Board member
0%
AS PN Project
Supervisory Board member
0%
3
Andrius Stonkus
UAB Aemulus
Shareholder
100%
Starlynx investment OU
Board member
100%
UAB Koversijos projektai
Indirect shareholder (via UAB
Aemulus)
100%
UAB Parkdema
Board member
0%
UAB Cogito Invest
Manager, Board member
0%
UAB Humitas
Indirect shareholder (via Starlynx
investment OÜ)
50%
AB Sparta
Supervisory Board member
0%
UAB Sostinės bokštai
Board member
0%
AS PN Project
Supervisory Board member
0%
AB CRANBALT
Board member
0%
4
Jan Ake Gustaf
Litborn
Born Law AB
Managing Partner
0%
Born Law KB
Managing Partner (via Born Law AB)
0%
Varakani AB
Shareholder
100%
Atlant Ocean Racing AB
Shareholder
19%
Donap Advokat AB
Shareholder
100%
Backastad AB
Shareholder
15%
Rex Holding AB
Shareholder
100%
5
Marius Žemaitis
Vilniaus jėzuitų gimnazijos paramos
fondas
Board member
0%
Central Development Fund
Fund Manager
0%
UAB Inrega
Manager
0%
Lords LB Special Fund I Subfund A
Fund Manager
0%
UAB Investmira
Manager
0%
UAB Investmiros valdymas
Manager
0%
EPF 1 PL Sp.z.o.o
Board Member
0%
Right Bank Development Fund
Fund Manager
0%
UAB Kvartalas
Manager
0%
Lords LB Special III
Fund Manager
0%
UAB Vilniaus miesto projektai
Manager
0%
AS PN Project
Supervisory Board Member
0%
Annual report
| 69
Manager of the Company:
➢ Mantas Auruškevičius:
No.
Company
Manager
The Name of the Company, Entity or
Organization
Position
Portion in the capital
of the organisation,
%
1
Mantas
Auruškevičius
Green Energy Growth Fund
Fund manager
0%
UAB AEI Development
Director
0%
UAB Žaliosios investicijos
Director
0%
UAB EE Emerald Holding
Director
0%
UAB Potentia industriae
Director
0%
UAB Anykščių vėjas
Director
0%
UAB Rokvėja
Director
0%
UAB SPV-R1
Director
0%
UAB SPV-A1
Director
0%
UAB Ekoelektra
Board member
0%
UAB KNT Holding
Board member
0%
Zala Elektriba, SIA
Board member
0%
SIA WPR2
Board member
0%
UAB Sorlena
Director
0%
UAB GEGF 1
Director
0%
UAB GEGF 2
Director
0%
UAB GEGF 3
Director
0%
UAB GEGF Development
Director
0%
UAB Surdegio vėjas
Director
0%
UAB Vėjo pašvaistė
Director
0
This annual management report has been signed electronically by the Manager of UAB Atsinaujinančios energetikos investicijos, a closed-
end investment company intended for informed investors.
Mantas Auruškevičius
| 70
CORPORATE GOVERNANCE REPORTING
CORPORATE GOVERNANCE REPORTING
| 71
UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors (hereinafter – the
Company), acting in compliance with Article 12 (3) of the Law of the Republic of Lithuania on Securities and paragraph 24.5 of the Listing
Rules of AB NASDAQ OMX Vilnius, hereby discloses how it complies with the Corporate Governance Code for the Companies Listed on
NASDAQ OMX Vilnius as well as its specific provisions or recommendations. In case of non-compliance with this Code or some of its
provisions or recommendations, the specific provisions or recommendations that are not complied with must be indicated and the reasons
for such non-compliance must be specified. In addition, other explanatory information indicated in this form must be provided.
1. Summary of the Corporate Governance Report:
The Company is a closed-end collective investment undertaking intended for informed investors, the form of activity of which is an
investment company intended for informed investors. No management bodies have been formed at the Company. The management of the
Company is assigned to the management company UAB „Lords LB Asset Management“ (hereinafter – the Management Company) under
the agreement on the management of the Company concluded between the Company and the Management Company, therefore, in
accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings Intended for Informed Investors (hereinafter –
LCIUIII) and the Law on Companies of the Republic of Lithuania (hereinafter – LOC), the rights and obligations of the management bodies
of the Company are transferred to the Management Company.
In compliance with the Company's Articles of Association, the documentation of the Management Company, and the relevant legislation of
the Republic of Lithuania, the Company's management body has specific rights, duties, functions, and competencies. The Management
Company is responsible for organizing and conducting the Company's General Meeting of Shareholders, managing the Company's
operations, maintaining accurate records of the Company's activities, and carrying out other responsibilities assigned to it. As per the Articles
of Association, the Company’s Manager makes investment decisions for managing the Company's assets, and the Board members of the
Management Company may also make specific decisions in accordance with its internal documents.
The General Meeting of Shareholders of the Company operates under the same competence, convening, and decision-making procedures
as specified in the LOC, unless otherwise stated in the Company's Articles of Association. Furthermore, the General Meeting of Shareholders
is authorized to decide on matters such as the replacement of the Management Company and the transfer of its functions to another entity,
the content and conclusion of agreements with the Management Company, the extension of the Company's activities, and the delegation
of powers to the Management Company, in addition to the competencies outlined in the LOC.
The Company's Investment Committee advises on the Company's investments and the disposal of its assets. The Committee's advice is a
necessary requirement for approving (disapproving) investment decisions, although this opinion is only advisory. The Board members of
the Management Company form the Investment Committee, which may comprise 5-7 members. When selecting the Committee's members
from among the Company's shareholders, the Management Company strives to appoint to the Company's Investment Committee the
shareholders with the greatest commitments, following the procedure outlined in the Company's Articles of Association.
2. Structured table for disclosure:
Principle 1: General meeting of shareholders, equitable treatment of shareholders, and shareholders’ right
The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance framework
should protect the rights of shareholders.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
1.1. All shareholders should be provided with access to
the information and/or documents established in the
legal acts on equal terms. All shareholders should be
furnished with equal opportunity to participate in the
decision-making process where significant corporate
matters are discussed.
YES
The shares of the Company are not listed for trading on
the NASDAQ Stock Exchange. The Company has issued
Green bonds on the NASDAQ Stock Exchange under the
ISIN LT0000405938, LT0000135840, LT0000134439
Shareholders are notified about upcoming shareholder
meetings via individual email, and the information is
provided in both Lithuanian and English. All shareholders
possess equal rights to participate in the Company's
shareholder meeting.
1.2. It is recommended that the Company’s capital should
consist only of the shares that grant the same rights to
voting, ownership, dividend and other rights to all of their
holders.
YES
The Company's share capital consists of ordinary
registered intangible shares with equal nominal values,
which are not divided into different types and/or classes,
thus granting equal rights to all company shareholders.
CORPORATE GOVERNANCE REPORTING
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Principles/ Recommendations
Yes/No/
Not
Applicable
Commentary
1.3. It is recommended that investors should have access
to the information concerning the rights attached to the
shares of the new issue or those issued earlier in advance,
i.e., before they purchase shares.
YES
The Management Company and the delegated company
are responsible for attracting potential investors to the
Company and conducting the placement of shares. The
shares are distributed through a non-public offering, in
compliance with the regulations governing the
placement of shares, the Company's Articles of
Association, and the Prospectus. In all cases, the
Company's prospectus, articles of association, a copy of
the key information document, and a copy of the
Company's annual activity report are provided before the
conclusion of the Investment Agreement.
1.4. Exclusive transactions that are particularly important
to the Company, such as transfer of all or almost all assets
of the Company which in principle would mean the transfer
of the Company, should be subject to approval of the
general meeting of shareholders.
NOT
APPLICABLE
The responsibility for the acquisition, disposal,
management, and restriction of management of the
Company's assets, as well as those of other special
purpose vehicles controlled by the Company (further -
SPVs), and decisions related to the acquisition and
financing of the Company's and the SPVs' activities and
assets, and the exercise of the Company's rights as a
shareholder of other companies, are set out in the
Company's Articles of Association and the Prospectus as
the responsibility of the Management Company.
1.5. Procedures for convening and conducting a general
meeting of shareholders should provide shareholders with
equal opportunities to participate in the general meeting of
shareholders and should not prejudice the rights and
interests of shareholders. The chosen venue, date and
time of the general meeting of shareholders should not
prevent active participation of shareholders at the general
meeting. In the notice of the general meeting of
shareholders being convened, the Company should
specify the last day on which the proposed draft decisions
should be submitted at the latest.
YES
Shareholders are notified of the upcoming General
Meeting of Shareholders in accordance with the
requirements, deadlines, methods, and ways specified in
the applicable laws of the Republic of Lithuania and the
Company's Articles of Association. The Annual General
Meeting is always held at the registered office of the
Company.
1.6. With a view to ensure the right of shareholders living
abroad to access the information, it is recommended,
where possible, that documents prepared for the general
meeting of shareholders in advance should be announced
publicly not only in Lithuanian language but also in English
and/or other foreign languages in advance. It is
recommended that the minutes of the general meeting of
shareholders after the signing thereof and/or adopted
decisions should be made available publicly not only in
Lithuanian language but also in English and/or other
foreign languages. It is recommended that this
information should be placed on the website of the
Company. Such documents may be published to the
extent that their public disclosure is not detrimental to the
Company or the Company’s commercial secrets are not
revealed.
YES
The shares of the Company are not listed on the NASDAQ
Stock Exchange. Notifications regarding the General
Meetings of Shareholders are sent to the shareholders
via email in both Lithuanian and English languages,
outlining the procedures for accessing the agenda,
related matters, and other necessary documentation.
CORPORATE GOVERNANCE REPORTING
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
1.7. Shareholders who are entitled to vote should be
furnished with the opportunity to vote at the general
meeting of shareholders both in person and in absentia.
Shareholders should not be prevented from voting in
writing in advance by completing the general voting ballot.
YES
The Company's articles of association provide the right
to participate in the general shareholders' meeting: a)
personally to the shareholder; b) to authorize individuals
with whom a voting rights agreement has been
concluded to participate; c) granting authorization to the
Management Company to represent the shareholder and
vote on their behalf.
1.8. With a view to increasing the shareholders’
opportunities to participate effectively at general
meetings of shareholders, it is recommended that
companies should apply modern technologies on a wider
scale and thus provide shareholders with the conditions
to participate and vote in general meetings of
shareholders via electronic means of communication. In
such cases the security of transmitted information must
be ensured, and it must be possible to identify the
participating and voting person.
NO
The Company currently does not provide shareholders
with the possibility to participate in meetings
electronically. Shareholders may exercise their rights in
the ways described in 1.7.
1.9. It is recommended that the notice on the draft
decisions of the general meeting of shareholders being
convened should specify new candidatures of members
of the collegial body, their proposed remuneration and the
proposed audit company if these issues are included into
the agenda of the general meeting of shareholders.
Where it is proposed to elect a new member of the
collegial body, it is recommended that the information
about his/her educational background, work experience
and other managerial positions held (or proposed) should
be provided.
NOT
APPLICABLE
The Company does not form collegial bodies, and its
management is assigned to the Management Company
and the Board members of the Management Company.
1.10. Members of the Company’s collegial management
body, heads of the administration
4
or other competent
persons related to the Company who can provide
information related to the agenda of the general meeting
of shareholders should take part in the general meeting of
shareholders. Proposed candidates to member of the
collegial body should also participate in the general
meeting of shareholders in case the election of new
members is included into the agenda of the general
meeting of shareholders.
YES
Representatives of the Management Company, the
Company's Manager, always participate in the
Company's shareholders' meetings.
Principle 2: Supervisory board
2.1. Functions and liability of the supervisory board
The supervisory board of the Company should ensure representation of the interests of the Company and its shareholders, accountability
of this body to the shareholders and objective monitoring of the Company’s operations and its management bodies as well as constantly
provide recommendations to the management bodies of the Company.
The supervisory board should ensure the integrity and transparency of the Company’s financial accounting and control system.
4
For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.
CORPORATE GOVERNANCE REPORTING
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
2.1.1. Members of the supervisory board should act in
good faith, with care and responsibility for the benefit and
in the interests of the Company and its shareholders and
represent their interests, having regard to the interests of
employees and public welfare.
NOT
APPLICABLE
Neither the Company nor the Management Company has
a supervisory board.
2.1.2. Where decisions of the supervisory board may have
a different effect on the interests of the Company’s
shareholders, the supervisory board should treat all
shareholders impartially and fairly. It should ensure that
shareholders are properly informed about the Company’s
strategy, risk management and control, and resolution of
conflicts of interest.
2.1.3. The supervisory board should be impartial in
passing decisions that are significant for the Company’s
operations and strategy. Members of the supervisory
board should act and pass decisions without an external
influence from the persons who elected them.
2.1.4. Members of the supervisory board should clearly
voice their objections in case they believe that a decision
of the supervisory board is against the interests of the
Company. Independent
5
members of the supervisory
board should: a) maintain independence of their analysis
and decision-making; b) not seek or accept any unjustified
privileges that might compromise their independence.
2.1.5. The supervisory board should oversee that the
Company’s tax planning strategies are designed and
implemented in accordance with the legal acts in order to
avoid faulty practice that is not related to the long-term
interests of the Company and its shareholders, which
may give rise to reputational, legal or other risks.
2.1.6. The Company should ensure that the supervisory
board is provided with sufficient resources (including
financial ones) to discharge their duties, including the
right to obtain all the necessary information or to seek
independent professional advice from external legal,
accounting or other experts on matters pertaining to the
competence of the supervisory board and its committees.
5
For the purposes of this Code, the criteria of independence of members of the supervisory board are interpreted as the criteria of unrelated
parties defined in Article 31(7) and (8) of the Law on Companies of the Republic of Lithuania
CORPORATE GOVERNANCE REPORTING
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2.2. Formation of the supervisory board
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
2.2.1. The members of the supervisory board elected by
the general meeting of shareholders should collectively
ensure the diversity of qualifications, professional
experience and competences and seek for gender
equality. With a view to maintain a proper balance
between the qualifications of the members of the
supervisory board, it should be ensured that members of
the supervisory board, as a whole, should have diverse
knowledge, opinions and experience to duly perform their
tasks.
NOT
APPLICABLE
Neither the Company nor the Management Company has
a supervisory board.
2.2.2. Members of the supervisory board should be
appointed for a specific term, subject to individual re-
election for a new term in office in order to ensure
necessary development of professional experience.
2.2.3. Chair of the supervisory board should be a person
whose current or past positions constituted no obstacle
to carry out impartial activities. A former manager or
management board member of the Company should not
be immediately appointed as chair of the supervisory
board either. Where the Company decides to depart from
these recommendations, it should provide information on
the measures taken to ensure impartiality of the
supervision.
2.2.4. Each member should devote sufficient time and
attention to perform his duties as a member of the
supervisory board. Each member of the supervisory
board should undertake to limit his other professional
obligations (particularly the managing positions in other
companies) so that they would not interfere with the
proper performance of the duties of a member of the
supervisory board. Should a member of the supervisory
board attend less than a half of the meetings of the
supervisory board throughout the financial year of the
Company, the shareholders of the Company should be
notified thereof.
2.2.5. When it is proposed to appoint a member of the
supervisory board, it should be announced which
members of the supervisory board are deemed to be
independent. The supervisory board may decide that,
despite the fact that a particular member meets all the
criteria of independence, he/she cannot be considered
independent due to special personal or company-related
circumstances.
2.2.6. The amount of remuneration to members of the
supervisory board for their activity and participation in
meetings of the supervisory board should be approved by
the general meeting of shareholders.
CORPORATE GOVERNANCE REPORTING
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
2.2.7. Every year the supervisory board should carry out
an assessment of its activities. It should include
evaluation of the structure of the supervisory board, its
work organization and ability to act as a group, evaluation
of the competence and work efficiency of each member
of the supervisory board, and evaluation whether the
supervisory board has achieved its objectives. The
supervisory board should, at least once a year, make
public respective information about its internal structure
and working procedures.
NOT
APPLICABLE
Neither the Company nor the Management Company has
a supervisory board.
Principle 3: Management Board
3.1. Functions and liability of the management board
The management board should ensure the implementation of the Company’s strategy and good corporate governance with due regard to
the interests of its shareholders, employees, and other interest groups.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
3.1.1. The management board should ensure the
implementation of the Company’s strategy and good
corporate governance with due regard to the interests of
its shareholders, employees and other interest groups.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management has been
assigned to the Management Company, which fulfils the
functions of the Company's Board members and head of
Company. The Company's investment strategy is
outlined in the Company's Articles of Association. The
Management Company is responsible for the
implementation of the strategy.
3.1.2. As a collegial management body of the Company,
the management board performs the functions assigned
to it by the Law and in the articles of association of the
Company, and in such cases where the supervisory board
is not formed in the company, it performs inter alia the
supervisory functions established in the Law. By
performing the functions assigned to it, the management
board should take into account the needs of the
Company’s shareholders, employees and other interest
groups by respectively striving to achieve sustainable
business development.
NOT
APPLICABLE
The Management Company is responsible for organising
the Company's shareholders' meetings, managing the
Company's insider information, organising the
Company's operations, keeping proper information on
the Company's activities, and carrying out other
functions assigned to the Management Company
3.1.3. The management board should ensure compliance
with the laws and the internal policy of the Company
applicable to the Company or a group of companies to
which this Company belongs. It should also establish the
respective risk management and control measures aimed
at ensuring regular and direct liability of managers.
NOT
APPLICABLE
The Management Company and its employees are
responsible for ensuring compliance with legal and
internal policies of the Company.
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
3.1.4. Moreover, the management board should ensure
that the measures included into the OECD Good Practice
Guidance
6
on Internal Controls, Ethics and Compliance
are applied at the Company in order to ensure adherence
to the applicable laws, rules and standards.
NOT
APPLICABLE
The Management Company has approved compliance,
risk management, operational policies, as well as the
Employee Code of Conduct and the Partner Code of
Conduct, ensuring that the Company complies with
applicable laws, regulations, and standards and meets
the recommendations of the OECD good practice. The
implementation of these policies is the responsibility of
the Management Company's employees.
3.1.5. When appointing the manager of the Company, the
management board should take into account the
appropriate balance between the candidate’s
qualifications, experience and competence.
NOT
APPLICABLE
Management has been assigned to the Management
Company, which fulfils the functions of the Company's
board members and head of the Company. The
Management Company’s Board of Directors make
decisions on the appointment of the authorized
representative of the Company - Company's manager,
considering his/her experience, knowledge,
competencies, and reputation, and submits a notification
of such appointment to the Bank of Lithuania.
3.2. Formation of the management board
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
3.2.1. The members of the management board elected by
the supervisory board or, if the supervisory board is not
formed, by the general meeting of shareholders should
collectively ensure the required diversity of qualifications,
professional experience and competences and seek for
gender equality. With a view to maintain a proper balance
in terms of the current qualifications possessed by the
members of the management board, it should be ensured
that the members of the management board would have,
as a whole, diverse knowledge, opinions and experience
to duly perform their tasks.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management has been
assigned to the Management Company, which fulfils the
functions of the Company's board members and
manager.
3.2.2. Names and surnames of the candidates to become
members of the management board, information on their
educational background, qualifications, professional
experience, current positions, other important
professional obligations and potential conflicts of interest
should be disclosed without violating the requirements of
the legal acts regulating the handling of personal data at
the meeting of the supervisory board in which the
management board or individual members of the
management board are elected. In the event that the
supervisory board is not formed, the information
specified in this paragraph should be submitted to the
general meeting of shareholders. The management board
should, on yearly basis, collect data provided in this
paragraph on its members and disclose it in the
Company’s annual report.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Information on the
involvement of the Management Company’s Board
members and the managers of the Company in the
activities of other companies is set out in the Company's
Annual Report.
6
Link to the OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-
bribery/44884389.pdf
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
3.2.3. All new members of the management board should
be familiarized with their duties and the structure and
operations of the Company
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management and CEO
functions have been assigned to the Management
Company.
3.2.4. Members of the management board should be
appointed for a specific term, subject to individual re-
election for a new term in office in order to ensure
necessary development of professional experience and
sufficiently frequent reconfirmation of their status.
3.2.5. Chair of the management board should be a person
whose current or past positions constitute no obstacle to
carry out impartial activity. Where the supervisory board
is not formed, the former manager of the Company
should not be immediately appointed as chair of the
management board. When a Company decides to depart
from these recommendations, it should furnish
information on the measures it has taken to ensure the
impartiality of supervision
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management and CEO
functions have been assigned to the Management
Company.
3.2.6. Each member the management board should give
sufficient time and attention to perform the duties of a
member of the Board. If a member of the management
Board participated in less than half of the board
meetings during the financial year of the Company, the
Company's Supervisory Board should be informed if the
Supervisory Board is not formed in the Company - the
General Shareholder Meeting.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management and CEO
functions have been assigned to the Management
Company.
3.2.7. In the event that the management board is elected
in the cases established by the Law where the
supervisory board is not formed at the Company, and
some of its members will be independent
7
, it should be
announced which members of the management board
are deemed as independent. The management board
may decide that, despite the fact that a particular
member meets all the criteria of independence
established by the Law, he/she cannot be considered
independent due to special personal or company-related
circumstances.
NOT
APPLICABLE
Due to the status of the Company, no independence
assessment is carried out for the Management Company's
managers.
3.2.8. The general meeting of shareholders of the
Company should approve the amount of remuneration to
the members of the management board for their activity
and participation in the meetings of the management
board.
NOT
APPLICABLE
The management fee paid to the Management Company is
disclosed in the Company's annual report in accordance
with the current management agreement between the
Company and the Management Company. The employees
of the Management Company and the Company's Manager
receive remuneration according to the employment
contracts they have signed.
7
For the purposes of this Code, the criteria of independence of the members of the management board are interpreted as the criteria of
unrelated persons defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
3.2.9. The members of the management board should
act in good faith, with care and responsibility for the
benefit and the interests of the Company and its
shareholders with due regard to other stakeholders.
When adopting decisions, they should not act in their
personal interest; they should be subject to no-compete
agreements and they should not use the business
information or opportunities related to the Company’s
operations in violation of the Company’s interests.
NOT
APPLICABLE
The obligation of the Management Company to act in a
professional and trustworthy manner is defined in the
Company's Articles of Association and internal policies.
3.2.10. Every year the management board should carry
out an assessment of its activities. It should include
evaluation of the structure of the management board, its
work organization and ability to act as a group,
evaluation of the competence and work efficiency of
each member of the management board, and evaluation
whether the management board has achieved its
objectives. The management board should, at least once
a year, make public respective information about its
internal structure and working procedures in observance
of the legal acts regulating the processing of personal
data.
NOT
APPLICABLE
Due to the nature of the Company's operations, collegial
bodies are not formed in Company. The functions of
management and the board have been delegated to the
Management Company; therefore, an evaluation of the
Management Company's performance regarding the
Company is not conducted.
Principle 4: Rules of procedure of the supervisory board and the management board of the Company
The rules of procedure of the supervisory board, if it is formed at the Company, and of the management board should ensure efficient
operation and decision-making of these bodies and promote active cooperation between the Company’s management bodies.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
4.1. The management board and the supervisory board,
if the latter is formed at the Company, should act in close
cooperation in order to attain benefit for the Company
and its shareholders. Good corporate governance
requires an open discussion between the management
board and the supervisory board. The management
board should regularly and, where necessary,
immediately inform the supervisory board about any
matters significant for the Company that are related to
planning, business development, risk management and
control, and compliance with the obligations at the
Company. The management board should inform the
supervisory board about any derogations in its business
development from the previously formulated plans and
objectives by specifying the reasons for this.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management has been
assigned to the Management Company, which performs
the functions of the management board and the head of
the Company.
4.2. It is recommended that meetings of the Company’s
collegial bodies should be held at the respective intervals,
according to the pre-approved schedule. Each company
is free to decide how often meetings of the collegial
bodies should be convened but it is recommended that
these meetings should be convened at such intervals
that uninterruptable resolution of essential corporate
governance issues would be ensured. Meetings of the
Company’s collegial bodies should be convened at least
once per quarter.
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
4.3. Members of a collegial body should be notified of the
meeting being convened in advance so that they would
have sufficient time for proper preparation for the issues
to be considered at the meeting and a fruitful discussion
could be held and appropriate decisions could be
adopted. Along with the notice of the meeting being
convened all materials relevant to the issues on the
agenda of the meeting should be submitted to the
members of the collegial body. The agenda of the
meeting should not be changed or supplemented during
the meeting, unless all members of the collegial body
present at the meeting agree with such change or
supplement to the agenda, or certain issues that are
important to the Company require immediate resolution.
NOT
APPLICABLE
Due to the status of the Company, collegial bodies are not
formed within the Company. Management has been
assigned to the Management Company, which performs
the functions of the management board and the head of
the Company.
4.4. In order to coordinate the activities of the Company’s
collegial bodies and ensure effective decision-making
process, the chairs of the Company’s collegial
supervision and management bodies should mutually
agree on the dates and agendas of the meetings and
close cooperate in resolving other matters related to
corporate governance. Meetings of the Company’s
supervisory board should be open to members of the
management board, particularly in such cases where
issues concerning the removal of the management
board members, their responsibility or remuneration are
discussed.
Principle 5: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
The committees formed at the Company should increase the work efficiency of the supervisory board or, where the supervisory board is
not formed, of the management board which performs the supervisory functions by ensuring that decisions are based on due consideration
and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest.
Committees should exercise independent judgment and integrity when performing their functions and provide the collegial body with
recommendations concerning the decisions of the collegial body. However, the final decision should be adopted by the collegial body.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
5.1.1. Taking due account of the company-related
circumstances and the chosen corporate governance
structure, the supervisory board of the Company or, in
cases where the supervisory board is not formed, the
management board which performs the supervisory
functions, establishes committees. It is recommended
that the collegial body should form the nomination,
remuneration and audit committee
8
.
YES
The decision regarding the formation of an independent
audit committee and the approval of its regulations is
made during the ordinary general shareholders' meeting.
Due to the nature of the Company's governance and the
delegation, appointment, and remuneration of
management, nomination, and compensation
committees are not formed.
5.1.2. Companies may decide to set up less than three
committees. In such case companies should explain in
detail why they have chosen the alternative approach, and
how the chosen approach corresponds with the
objectives set for the three different committees
8
Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the Council
of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial Statements
of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
5.1.3. In the cases established by the legal acts the
functions assigned to the committees formed at
companies may be performed by the collegial body itself.
In such case the provisions of this Code pertaining to the
committees (particularly those related to their role,
operation and transparency) should apply, where relevant,
to the collegial body as a whole.
YES
Due to the nature of the company's operations, collegial
bodies are not formed. Its management is delegated to
the Management Company, which performs the
functions of the Company's board and executive. In light
of this, an independent audit committee is formed by the
decision of the general shareholders' meeting. Due to the
governance structure and delegation of management,
nomination, and compensation committees are not
formed.
Pursuant to Clause 9 of the Schedule of Requirements
for Audit Committee Members applicable to the
Company, approved by Resolution No 03-14 of the Board
of the Bank of Lithuania on 24 January 2017, the
Company appoints 2 members of the Audit Committee,
who are subject to the requirements of independence
and work experience in the field of accounting or auditing
financial statements.
Since no collegial bodies are formed in the Company due
to its status, the Audit Committee regulations, which
define the powers of the Audit Committee, are approved
by the decision of the general shareholders’ meeting.
According to the Company's Audit Committee
regulations, the Audit Committee submits a written
report on its activities to the annual general shareholders’
meeting at least once per year.
5.1.4. Committees established by the collegial body
should normally be composed of at least three members.
Subject to the requirements of the legal acts, committees
could be comprised only of two members as well.
Members of each committee should be selected on the
basis of their competences by giving priority to
independent members of the collegial body. The chair of
the management board should not serve as the chair of
committees.
5.1.5. The authority of each committee formed should be
determined by the collegial body itself. Committees
should perform their duties according to the authority
delegated to them and regularly inform the collegial body
about their activities and performance on a regular basis.
The authority of each committee defining its role and
specifying its rights and duties should be made public at
least once a year (as part of the information disclosed by
the Company on its governance structure and practice on
an annual basis). In compliance with the legal acts
regulating the processing of personal data, companies
should also include in their annual reports the statements
of the existing committees on their composition, the
number of meetings and attendance over the year as well
as the main directions of their activities and performance.
5.1.6. With a view to ensure the independence and
impartiality of the committees, the members of the
collegial body who are not members of the committees
should normally have a right to participate in the meetings
of the committee only if invited by the committee. A
committee may invite or request that certain employees
of the Company or experts would participate in the
meeting. Chair of each committee should have the
possibility to maintain direct communication with the
shareholders. Cases where such practice is to be applied
should be specified in the rules regulating the activities of
the committee.
According to the Company's Audit Committee
regulations, the committee has the right to decide
whether the Company's manager or the management
company's CEO, the chief financial officer (or senior
employees responsible for finance and accounting), the
internal auditor, and the external auditor should
participate in its meetings and, if so, when. The
committee also has the opportunity to meet with the
relevant individuals as needed, without the presence of
executives or members of management bodies
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5.2. Nomination committee
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
5.2.1. The key functions of the nomination committee
should be the following:
1) to select candidates to fill vacancies in the membership
of supervisory and management bodies and the
administration and recommend the collegial body to
approve them. The nomination committee should
evaluate the balance of skills, knowledge and experience
in the management body, prepare a description of the
functions and capabilities required to assume a particular
position and assess the time commitment expected;
2) assess, on a regular basis, the structure, size and
composition of the supervisory and management bodies
as well as the skills, knowledge and activity of its
members, and provide the collegial body with
recommendations on how the required changes should
be sought;
3) devote the attention necessary to ensure succession
planning.
NOT
APPLICABLE
Due to the specifics of the Company's management and
the delegation, Nomination committee are not formed.
5.2.2. When dealing with issues related to members of the
collegial body who have employment relationships with
the Company and the heads of the administration, the
manager of the Company should be consulted by
granting him/her the right to submit proposals to the
Nomination Committee.
NOT
APPLICABLE
Due to the specifics of the Company's governance
structure and delegation of the management function,
the Nomination committee is not formed.
5.3. Remuneration committee
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
The main functions of the remuneration committee
should be as follows:
1) submit to the collegial body proposals on the
remuneration policy applied to members of the
supervisory and management bodies and the heads of
the administration for approval. Such policy should
include all forms of remuneration, including the fixed-rate
remuneration, performance-based remuneration,
financial incentive schemes, pension arrangements and
termination payments as well as conditions which would
allow the Company to recover the amounts or suspend
the payments by specifying the circumstances under
which it would be expedient to do so;
2) submit to the collegial body proposals regarding
individual remuneration for members of the collegial
bodies and the heads of the administration in order to
ensure that they would be consistent with the Company’s
remuneration policy and the evaluation of the
performance of the persons concerned;
3) review, on a regular basis, the remuneration policy and
its implementation.
NOT
APPLICABLE
Due to the specifics of the Company's governance
structure and delegation of the management function,
the Remuneration committee is not formed..
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5.4. Audit committee
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
5.4.1. The key functions of the audit committee are
defined in the legal acts regulating the activities of the
audit committee.
YES
The provisions of the Audit Committee comply with the
requirements of European Union legislation regarding
specific audit requirements set forth in the laws of public
interest entities, the Republic of Lithuania Law on Audit
of Financial Statements and Other Assurance Services,
and provisions established by the Board of the Bank of
Lithuania. Furthermore, in drafting the Audit Committee's
regulations, consideration has been given to the
applicable Corporate Governance Code.
Members of the Audit Committee are briefed on the
peculiarities of the Company's operations, and they are
granted the right to access any documents and all other
information necessary for the proper implementation of
their functions, as well as to engage third parties for
special investigations or other tasks. Comprehensive
information related to specific accounting, financial, and
operational aspects of the public interest entity is
provided to the Audit Committee members. The Audit
Committee is afforded the opportunity to decide on
meetings or invite authorized representatives of the
Company, individuals responsible for the Company's
finances and accounting, as well as other individuals
who, in the opinion of the Audit Committee members, can
provide necessary information for the proper
implementation of the Audit Committee's functions.
The Audit Committee has the right to provide
recommendations to the Company's general
shareholders’ meeting regarding the selection,
appointment, or dismissal of the audit company, as well
as the terms of the contract with the audit company. It is
also responsible for establishing appropriate selection
criteria for the audit company, assessing the auditors'
qualifications and experience, requesting and evaluating
information from the audit company on internal quality
control procedures, and obtaining confirmation from the
audit company regarding its knowledge, qualifications,
and experience necessary to perform the assigned tasks.
Additionally, the Audit Committee maintains ongoing
cooperation with the auditors, receiving information on
the auditors' work program, including the scope of
financial statement audit tasks, the applied materiality
level, and the process of identifying significant risks.
5.4.2. All members of the committee should be provided
with detailed information on specific issues of the
Company’s accounting system, finances and operations.
The heads of the Company’s administration should
inform the audit committee about the methods of
accounting for significant and unusual transactions
where the accounting may be subject to different
approaches.
5.4.3. The audit committee should decide whether the
participation of the chair of the management board, the
manager of the Company, the chief finance officer (or
senior employees responsible for finance and
accounting), the internal and external auditors in its
meetings is required (and, if required, when). The
committee should be entitled, when needed, to meet the
relevant persons without members of the management
bodies present.
5.4.4. The audit committee should be informed about the
internal auditor’s work program and should be furnished
with internal audit reports or periodic summaries. The
audit committee should also be informed about the work
program of external auditors and should receive from the
audit firm a report describing all relationships between
the independent audit firm and the Company and its
group.
5.4.5. The audit committee should examine whether the
Company complies with the applicable provisions
regulating the possibility of lodging a complaint or
reporting anonymously his/her suspicions of potential
violations committed at the Company and should also
ensure that there is a procedure in place for proportionate
and independent investigation of such issues and
appropriate follow-up actions.
5.4.6. The audit committee should submit to the
supervisory board or, where the supervisory board is not
formed, to the management board its activity report at
least once in every six months, at the time that annual and
half-yearly reports are approved.
Principle 6: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the Company’s supervisory and management bodies to avoid conflicts
of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of the supervisory
and management bodies.
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
Any member of the Company’s supervisory and
management body should avoid a situation where his/her
personal interests are or may be in conflict with the
Company’s interests. In case such a situation did occur, a
member of the Company’s supervisory or management
body should, within a reasonable period of time, notify
other members of the same body or the body of the
Company which elected him/her or the Company’s
shareholders of such situation of a conflict of interest,
indicate the nature of interests and, where possible, their
value.
YES
The management role of the Company is assigned to the
Management Company, which performs the functions of
the Company's board and head of the Company. In
accordance with the Conflict-of-Interest Prevention
Policy approved by the Management Company of the
Company, the Management Company must have an
organizational structure that avoids conflicts of interest.
When it is impossible to avoid conflicts of interest, the
Management Company must ensure fair treatment of the
Company's shareholders.
Principle 7: Remuneration policy of the Company
The remuneration policy and the procedure for review and disclosure of such policy established at the Company should prevent potential
conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of the administration, in addition
it should ensure the publicity and transparency of the Company’s remuneration policy and its long-term strategy.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
7.1. The Company should approve and post the
remuneration policy on the website of the Company; such
policy should be reviewed on a regular basis and be
consistent with the Company’s long-term strategy.
YES
To the extent appropriate and relevant based on the
Company's structure, the Company adheres to the
remuneration policy approved by the Management
Company's board.
7.2. The remuneration policy should include all forms of
remuneration, including the fixed-rate remuneration,
performance-based remuneration, financial incentive
schemes, pension arrangements and termination
payments as well as the conditions specifying the cases
where the Company can recover the disbursed amounts
or suspend the payments.
YES
The Management Company's remuneration policy
includes all types of compensation that can be provided,
including fixed compensation and variable
compensation (based on the Company's performance
and/or that of the employee).
7.3. With a view to avoid potential conflicts of interest, the
remuneration policy should provide that members of the
collegial bodies which perform the supervisory functions
should not receive remuneration based on the Company’s
performance.
NOT
APPLICABLE
The management role of the Company is assigned to the
Management Company, which performs the functions of
the Company's board and head of the Company
7.4. The remuneration policy should provide sufficient
information on the policy regarding termination
payments. Termination payments should not exceed a
fixed amount or a fixed number of annual wages and in
general should not be higher than the non-variable
component of remuneration for two years or the
equivalent thereof. Termination payments should not be
paid if the contract is terminated due to inadequate
performance.
NOT
APPLICABLE
The Company applies the Remuneration Policy of the
Management Company, which does not include a
severance pay policy.
7.5. In the event that the financial incentive scheme is
applied at the Company, the remuneration policy should
contain sufficient information about the retention of
shares after the award thereof. Where remuneration is
based on the award of shares, shares should not be
vested at least for three years after the award thereof.
After vesting, members of the collegial bodies and heads
of the administration should retain a certain number of
shares until the end of their term in office, subject to the
need to compensate for any costs related to the
acquisition of shares.
NOT
APPLICABLE
The Company applies the Remuneration Policy of the
Management Company, which does not include a
financial incentive scheme.
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Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
7.6. The Company should publish information about the
implementation of the remuneration policy on its website,
with a key focus on the remuneration policy in respect of
the collegial bodies and managers in the next and, where
relevant, subsequent financial years. It should also
contain a review of how the remuneration policy was
implemented during the previous financial year. The
information of such nature should not include any details
having a commercial value. Particular attention should be
paid on the major changes in the Company’s
remuneration policy, compared to the previous financial
year.
NOT
APPLICABLE
The Management Company Remuneration Policy applies
to the Company, when it is relevant. The Management
Company's Remuneration Policy is published on the
Management Company's website.
7.7. It is recommended that the remuneration policy or
any major change of the policy should be included on the
agenda of the general meeting of shareholders. The
schemes under which members and employees of a
collegial body receive remuneration in shares or share
options should be approved by the general meeting of
shareholders.
NOT
APPLICABLE
The Management Company Remuneration Policy applies
to the Company, when it is relevant. The Management
Company's Remuneration Policy is published on the
Management Company's website.
Principle 8: Role of stakeholders in corporate governance
The corporate governance framework should recognize the rights of stakeholders entrenched in the laws or mutual agreements and
encourage active cooperation between companies and stakeholders in creating the Company value, jobs and financial sustainability. In the
context of this principle the concept “stakeholders” includes investors, employees, creditors, suppliers, clients, local community and other
persons having certain interests in the Company concerned.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
8.1. The corporate governance framework should ensure
that the rights and lawful interests of stakeholders are
protected.
YES
The principles of conduct outlined in the Company's
Code of Conduct and the Partners' Code of Conduct are
designed to ensure that individuals representing the
Company act in a manner that safeguards the rights and
legitimate interests of stakeholders, without causing
harm to their rights and interests.
8.2. The corporate governance framework should create
conditions for stakeholders to participate in corporate
governance in the manner prescribed by law. Examples of
participation by stakeholders in corporate governance
include the participation of employees or their
representatives in the adoption of decisions that are
important for the Company, consultations with
employees or their representatives on corporate
governance and other important matters, participation of
employees in the Company’s authorized capital,
involvement of creditors in corporate governance in the
cases of the Company’s insolvency, etc.
NOT
APPLICABLE
The Company has no employees. The Company provides
opportunities for its investors (shareholders) to
participate in the management of the Company, in
accordance with the procedures specified in the
Company's Articles of Association and legal acts.
8.3. Where stakeholders participate in the corporate
governance process, they should have access to relevant
information.
YES
The Company's shareholders receive information that is
mandated by applicable laws and regulations, as well as
any other relevant information deemed appropriate by
the Management Company.
CORPORATE GOVERNANCE REPORTING
| 86
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
8.4. Stakeholders should be provided with the possibility
of reporting confidentially any illegal or unethical
practices to the collegial body performing the supervisory
function.
YES
The Management Company ensures that confidential
reporting of any illegal or unethical practices is made
possible. On the Management Company's website,
stakeholders can report various instances of
misconduct, including but not limited to violations of
personal data protection, violations of laws and other
regulations, the Management Company's policies,
procedures, or instructions, which may harm the
Management Company's reputation, employee, client,
third-party health/safety, or public interests. The
confidentiality of individuals submitting reports is
ensured in all cases, in accordance with applicable laws.
Principle 9: Disclosure of information
The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including the
financial situation, operations and governance of the Company.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
9.1. In accordance with the Company’s procedure on
confidential information and commercial secrets and the
legal acts regulating the processing of personal data, the
information publicly disclosed by the Company should
include but not be limited to the following:
YES
The information mentioned below is disclosed in
notifications of important events made available via the
disclosure platform of the Nasdaq Vilnius Stock
Exchange, on the Company's website, and in the
Company's documents – annual and interim financial
statements, to the extent necessary as per the applicable
legal requirements and the International Financial
Reporting Standards adopted in the European Union.
9.1.1. operating and financial results of the Company;
YES
The Company publishes interim and annual reports.
9.1.2. objectives and non-financial information of the
Company;
YES
The Company publishes semi-annual and annual reports,
the information is published as described above.
9.1.3. persons holding a stake in the Company or
controlling it directly and/or indirectly and/or together
with related persons as well as the structure of the group
of companies and their relationships by specifying the
final beneficiary;
NO
Information related to the Company’s investors
(shareholders) is not made available to the public.
9.1.4. members of the Company’s supervisory and
management bodies who are deemed independent, the
manager of the Company, the shares or votes held by
them at the Company, participation in corporate
governance of other companies, their competence and
remuneration;
YES
The Company does not have any collective bodies. The
responsibility for management is assigned to the
Management Company, whose Board and Manager
information is published in the bi-annual and annual
reports.
9.1.5. reports of the existing committees on their
composition, number of meetings and attendance of
members during the last year as well as the main
directions and results of their activities;
NOT
APPLICABLE
The Audit Committee submits a written report on its
activities to the annual general shareholders’ meeting at
least once per year.
9.1.6. potential key risk factors, the Company’s risk
management and supervision policy;
YES
Financial reports include information about key risks and
their management and oversight.
9.1.7. the Company’s transactions with related parties;
YES
Information on the Company's transactions with related
parties and the Management Company is disclosed in the
financial statements
CORPORATE GOVERNANCE REPORTING
| 87
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
9.1.8. main issues related to employees and other
stakeholders (for instance, human resource policy,
participation of employees in corporate governance,
award of the Company’s shares or share options as
incentives, relationships with creditors, suppliers, local
community, etc.);
YES
Due to the status of the Company, the Company has no
employees. Management has been assigned to the
Management Company.
9.1.9. structure and strategy of corporate governance;
YES
The Company's strategy is stated in its Articles of
Association, which are published on the Management
Company's website.
9.1.10. initiatives and measures of social responsibility
policy and anti-corruption fight, significant current or
planned investment projects. This list is deemed
minimum and companies are encouraged not to restrict
themselves to the disclosure of information included into
this list. This principle of the Code does not exempt
companies from their obligation to disclose information
as provided for in the applicable legal acts.
YES
The Company's Code of Conduct, Partner Code of
Conduct, Environmental and Social Policy, and other
approved procedures or policies set forth the main
initiatives, principles, and measures related to corporate
social responsibility, anti-corruption efforts, and
initiatives. Significant ongoing or planned investment
projects are disclosed in the financial reports.
9.2. When disclosing the information specified in
paragraph 9.1.1 of recommendation 9.1, it is
recommended that the Company which is a parent
Company in respect of other companies should disclose
information about the consolidated results of the whole
group of companies.
NOT
APPLICABLE
The Company meets the definition of an investment
entity under International Financial Reporting Standards
and therefore discloses its subsidiaries in financial
statements at fair value through profit or loss.
9.3. When disclosing the information specified in
paragraph 9.1.4 of recommendation 9.1, it is
recommended that the information on the professional
experience and qualifications of members of the
Company’s supervisory and management bodies and the
manager of the Company as well as potential conflicts of
interest which could affect their decisions should be
provided. It is further recommended that the
remuneration or other income of members of the
Company’s supervisory and management bodies and the
manager of the Company should be disclosed, as
provided for in greater detail in Principle 7.
YES
The Company has not formed any collegial bodies, and
the management function has been assigned to
Management Company. Details regarding the
Management Company's Board and the Company's
Manager are published in the semi-annual and annual
reports.
9.4. Information should be disclosed in such manner that
no shareholders or investors are discriminated in terms
of the method of receipt and scope of information.
Information should be disclosed to all parties concerned
at the same time.
YES
The Company publishes the Company's information on
the Nasdaq Vilnius regulated announcement distribution
platform and on its website.
Principle 10: Selection of the Company’s audit firm
The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
10.1. With a view to obtain an objective opinion on the
Company’s financial condition and financial results, the
Company’s annual financial statements and the financial
information provided in its annual report should be
audited by an independent audit firm.
YES
The Company is audited by an independent auditor
uždaroji akcinė bendrovė “Pricewater
houseCoopers”.
CORPORATE GOVERNANCE REPORTING
| 88
Principles/ Recommendations
Yes/No/
Not Applicable
Commentary
10.2. It is recommended that the audit firm would be
proposed to the general meeting of shareholders by the
supervisory board or, if the supervisory board is not
formed at the Company, by the management board of
the Company
YES
The Management Company presents the candidate of
the audit firm for consideration to the General Meeting
of Shareholders.
10.3. In the event that the audit firm has received
remuneration from the Company for the non-audit
services provided, the Company should disclose this
publicly. This information should also be available to the
supervisory board or, if the supervisory board is not
formed at the Company, by the management board of
the Company when considering which audit firm should
be proposed to the general meeting of shareholders.
NOT
APPLICABLE
In 2025 the audit firm did not provide any other services
to the Company.
| 89
CONFIRMATION OF RESPONSIBLE PERSONS
14 April 2026
Following the Information Disclosure Rules of the Bank of Lithuania and the Law on Securities (Article 12) of the Republic of Lithuania,
management of UAB Atsinaujinančios energetikos investicijos, a closed-end investment company intended for informed investors hereby
confirms that, to the best of our knowledge, the attached Company‘s Financial statements for 2025 are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union, give true and fair view of the assets, liabilities, financial
position and profit or loss of Company.
Presented Annual Report for 2024 includes a fair review of the development and performance of the business and position of theCcompany
and its companies’ group in relation to the description of the main risks and contingencies faced thereby.
Mantas Auruškevičius
Company’s manager signs the Company’s and Group’ financial
statements for 2025, also Annual report for 2025 and
Confirmation of responsible persons with a qualified electronic
signature.
Vilma Tvaronavičienė
Director of Management Company signs the Company’s and
Group’ financial statements for 2025 and Confirmation of
responsible persons with a qualified electronic signature.
Ramunė Pečiukaitienė
Representative of company providing accounting services signs
the Company’s and Group’ financial statements for 2025 and
Confirmation of responsible persons with a qualified electronic
signature.
Director of Management Company
Vilma Tvaronavičienė
Company's manager
Mantas Auruškevičius
Representative of company providing accounting services
Ramunė Pečiukaitienė