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SPECIAL CLOSED-END REAL ESTATE INVESTMENT COMPANY AB TEWOX
AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR YEAR ENDED
31 DECEMBER 2025, PREPARED IN ACCORDANCE WITH IFRS ACCOUNTING
STANDARDS, AS ADOPTED BY THE EUROPEAN UNION
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
2
Content
Consolidated Statement of Financial Position ...................................................................................................................................... 3
Consolidated Statement of Profit or Loss and Other Comprehensive Income ..................................................................................... 5
Consolidated Statement of Changes in Equity ..................................................................................................................................... 6
Consolidated Statement of Cash Flows ............................................................................................................................................... 7
Notes to the consolidated Financial Statements .................................................................................................................................. 8
1. General information ............................................................................................................................................................... 8
2. Accounting policy ................................................................................................................................................................. 10
3. Notes ................................................................................................................................................................................... 23
3.1. Business combinations ............................................................................................................................................ 23
3.2. Right-of-use assets .................................................................................................................................................. 23
3.3. Investment property ................................................................................................................................................. 24
3.4. Other non-current assets ......................................................................................................................................... 25
3.5. Derivative financial instruments ............................................................................................................................... 26
3.6. Other current assets ................................................................................................................................................ 27
3.7. Contract assets and liabilities .................................................................................................................................. 27
3.8. Trade receivables .................................................................................................................................................... 27
3.9. Cash and cash equivalents ...................................................................................................................................... 28
3.10. Equity ....................................................................................................................................................................... 29
3.11. Borrowings and bonds issued .................................................................................................................................. 29
3.12. Lease liabilities ........................................................................................................................................................ 33
3.13. Contract liabilities ..................................................................................................................................................... 34
3.14. Trade and other payables ........................................................................................................................................ 34
3.15. Employee benefit obligations ................................................................................................................................... 34
3.16. Income ..................................................................................................................................................................... 34
3.17. Real estate and land tax expense ............................................................................................................................ 34
3.18. Maintenance and repair costs of buildings ............................................................................................................... 35
3.19. Utilities ..................................................................................................................................................................... 35
3.20. Administrative costs ................................................................................................................................................. 35
3.21. Wages and salaries and related expenses .............................................................................................................. 35
3.22. Other costs .............................................................................................................................................................. 35
3.23. Finance income and costs ....................................................................................................................................... 36
3.24. Income tax ............................................................................................................................................................... 36
3.25. Transactions with related parties ............................................................................................................................. 37
3.26. Going concern ......................................................................................................................................................... 38
3.27. Subsequent events .................................................................................................................................................. 38
Consolidated management report ...................................................................................................................................................... 40
Corporate governance reporting ........................................................................................................................................................ 48
Statement of Responsible Persons .................................................................................................................................................... 65
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
Consolidated Statement of Financial Position
Notes
ASSETS
Non-current assets
Property, plant and equipment
Right-of-use assets
3.2.
Investment property
3.3.
Other non-current assets
3.4.
Derivative financial instruments
3.5.
Total non-current assets
Current assets
Other current assets
3.6.
Contract assets
3.7.
Trade receivables
3.8.
Cash and cash equivalents
3.9.
Total current assets
TOTAL ASSETS
The accompanying notes form an integral part of these consolidated financial statements.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
3
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
Consolidated Statement of Financial Position (cont'd)
Notes
31 December 2025
31 December 2024
EQUITY AND LIABILITIES
Equity
Share capital
3.10.
41,863,344
41,863,344
Share premium
3.10.
636
636
Foreign currency translation reserve
1,038,942
943,225
Legal reserve
167,220
-
Retained earnings
8,766,860
8,146,675
Total equity
51,837,002
50,953,880
Non-current liabilities
Borrowings
3.11.
91,922,514
70,555,670
Lease liabilities
3.12.
2,893,478
2,674,875
Deferred tax liabilities
3.24.
3,651,890
2,277,222
Bonds issued
3.11.
-
23,648,330
Contract liabilities
3.13.
236,603
276,599
Derivative financial instruments
3.5.
174,352
-
Total non-current liabilities
98,878,837
99,432,696
Current liabilities
Trade and other payables
3.14.
3,788,836
6,219,575
Contract liabilities
3.13.
121,280
95,569
Borrowings
3.11.
2,094,211
2,281,419
Bonds issued
3.11.
35,604,468
8,309,192
Lease liabilities
3.12.
207,576
1,502
Employee benefit obligations
3.15.
202,035
65,837
Total current liabilities
42,018,406
16,973,094
TOTAL LIABILITIES
140,897,243
116,405,790
TOTAL EQUITY AND LIABILITIES
192,734,245
167,359,670
The accompanying notes form an integral part of these consolidated financial statements.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
4
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Notes
2025
2024
Income
3.16.
14,737,849
12,729,068
Gain on changes in fair value of investment property
3.3.
3,702,864
4,006,710
Real estate and land tax expense
3.17.
(788,627)
(659,058)
Maintenance and repair costs of buildings
3.18.
(1,029,578)
(906,567)
Utilities
3.19.
(256,121)
(212,483)
Administrative costs
3.20.
(2,810,991)
(2,412,953)
Wages and salaries and related expenses
3.21.
(1,009,460)
(520,905)
Other costs
3.22.
(434,832)
(397,645)
Operating profit
12,111,104
11,626,167
Finance costs
3.23.
(9,465,574)
(8,546,278)
Finance income
3.23.
913,535
1,470,533
Profit before tax
3,559,065
4,550,422
Income tax
3.24.
(1,497,126)
(1,180,429)
Net profit
2,061,939
3,369,993
Other comprehensive income
Other comprehensive income that will not be reclassified
to profit or loss:
Exchange rate differences on translation of foreign operations
95,717
179,977
Net other comprehensive income that will not be
reclassified to profit or loss
95,717
179,977
Total comprehensive income
2,157,656
3,549,970
The accompanying notes form an integral part of these consolidated financial statements.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
5
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
6
Consolidated Statement of Changes in Equity
Paid-up
Foreign
share
Share
Legal
currency
Retained
Total
capital
premium
reserve
translation
earnings
reserve
Balance as at 1 January 2024
38,036,364
636
-
763,248
5,176,682
43,976,930
Net profit for the year
-
-
-
-
3,369,993
3,369,993
Other comprehensive income
-
-
-
179,977
-
179,977
Total comprehensive income for
the year
-
-
-
179,977
3,369,993
3,549,970
Shares issued
3,826,980
-
-
-
-
3,826,980
Dividends
-
-
-
-
(400,000)
(400,000)
Balance as at 31 December 2024
41,863,344
636
-
943,225
8,146,675
50,953,880
Balance as at 1 January 2025
41,863,344
636
-
943,225
8,146,675
50,953,880
Net profit for the year
-
-
-
-
2,061,939
2,061,939
Other comprehensive income
-
-
-
95,717
-
95,717
Total comprehensive income for
the year
-
-
-
95,717
2,061,939
2,157,656
Transfers to legal reserve
-
-
167,220
-
(167,220)
-
Dividends
-
-
-
-
(1,274,534)
(1,274,534)
Balance as at 31 December 2025
41,863,344
636
167,220
1,038,942
8,766,860
51,837,002
The accompanying notes form an integral part of these consolidated financial statements.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
7
Consolidated Statement of Cash Flows
Notes
2025
2024
Profit before tax
3,559,065
4,550,422
Adjustments for:
Finance income
3.23.
(913,535)
(1,470,533)
Finance costs
3.11., 3.23.
9,465,574
8,546,278
Right-of-use assets depreciation
3.2., 3.22.
47,988
31,943
Loss on acquisition of subsidiaries
3.22.
2,580
-
(Increase) / decrease in fair value of investment property
3.3.
(3,702,864)
(4,006,710)
Cash flows from operating activities before working
8,458,808
7,651,400
capital adjustments
Decrease in trade and other receivables
3.6., 3.8.
20,306
5,465
Decrease in contract assets
3.7.
22,088
164,843
Increase / (decrease) in trade and other payables
3.14.
(2,294,541)
5,103,816
Increase / (decrease) in contact liabilities
3.7.
(14,285)
42,819
Cash flows from operating activities after working
6,192,376
12,968,343
capital adjustments
Income taxes paid
(142,507)
(180,092)
Net cash flows from operating activities
6,049,869
12,788,251
Acquisition of property, plant and equipment
(1,267)
-
Acquisition of investment property
3.3.
(18,190,760)
(25,300,172)
Acquisition of subsidiaries
3.1.
(2,626)
-
Payments from (to) deposit bank account
3.4., 3.9.
578,692
(1,570,708)
Net cash flows used in investing activities
(17,615,961)
(26,870,880)
Interest paid
3.11.
(8,720,240)
(7,801,163)
Dividends paid
3.23.
(1,274,534)
(400,000)
Proceeds from borrowings
3.11.
61,867,211
46,875,587
Repayments of borrowings
3.11.
(40,762,364)
(37,279,133)
Bonds issued
3.11.
7,531,540
33,754,919
Bonds redeemed
3.11.
(3,655,523)
(22,377,635)
Other finance costs
3.23.
(342,800)
(400,896)
Shares issued
3.10.
-
1,326,980
Payment of principal portion of lease liabilities
3.12.
(18,647)
(2,756)
Interest payment of lease liabilities
3.12.
(207,617)
(172,976)
Net cash flows from financing activities
14,417,026
13,522,927
Net change in cash and cash equivalents
2,850,934
(559,702)
Cash and cash equivalents at the beginning of the year
2,718,036
3,338,331
Impact of foreign exchange rate
413,059
(60,593)
Cash and cash equivalents at the end of the year
5,982,029
2,718,036
The accompanying notes form an integral part of these consolidated financial statements.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
Notes to the consolidated Financial Statements
1. General information
Special closed-end real estate investment company AB Tewox (hereinafter referred to as the "Company") was registered in the
Republic of Lithuania on 6 April 2021, registration number 305733600. The address of the Company is Jogailos st. 4, Vilnius. Data is
stored and compiled with the Centre of Registers. On 26 April 2021 the Supervision Service of the Bank of Lithuania approved the
Articles of Association of the Company and allowed to choose the depositary. The code assigned to the Company is F095.
The Company's purpose is to earn a return to shareholders from investments in income-generating real estate objects in the Baltic
Sea Region countries – Lithuania, Latvia, Estonia, Finland, Sweden, Denmark, Poland and Germany. The period of operation of the
Company is 50 years from the moment when the Supervision Service of the Bank of Lithuania approves the Articles of Association
of the Company, i.e. until 26 April 2071. When the Company will redeem the shares from the Company’s shareholders. During the
period of the Company's operation, the redemption of shares is restricted.
The paid-up share capital of the Company as at 31 December 2025 was equal to EUR 41,863,344 (31 December 2024 – EUR
41,863,344). Share capital is divided into 41,863,344 (2024 – 41,863,344) ordinary shares with a nominal value of EUR 1 per share.
Share premium amounts to EUR 636 (31 December 2024 – EUR 636). The Company does not have its own shares .
As at 31 December 2025 the Company controlled the following subsidiaries:
Subsidiary
Country
Acquisition
Ownership
Number of
Nominal value,
date
interest
shares
EUR
UAB Janonio 27
LT
18/06/2021
100%
4,741,585
1.00
UAB Investicija 21
LT
26/08/2021
100%
1,356,000
1.00
SIA Gronvest
LV
25/10/2021
100%
2,800
1.00
UAB SMI Alytus
LT
27/10/2021
100%
18,500
2.90
UAB BFIII Kaunas
LT
23/11/2021
100%
3,955
144.81
UAB Kuršėnų turtas
LT
31/01/2022
100%
1,108,000
1.00
Peppercorn 8 Sp. z o.o.
PL
01/02/2022
100%
100
11.85
Reninvest Holdings OÜ
EE
31/08/2022
100%
1
10,000.00
UAB Esulda
LT
20/10/2022
100%
1,872,850
1.00
KA Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
PR Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
SW Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
PU Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
GL Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
UAB MD Europa
LT
13/12/2022
100%
100,000
0.29
UAB Lairina
LT
18/05/2023
100%
778,600
1.00
Valcutel Investments Sp. z o.o.
PL
22/08/2023
100%
100
11.85
KO Park Sp. z o.o.
PL
22/08/2023
100%
100
11.85
Baixeredost Investments Sp. z o.o.
PL
26/09/2023
100%
100
11.85
UAB JUPA turtas
LT
22/10/2024
100%
766,500
1.00
UAB Tewox Operations
LT
29/04/2025
100%
1,000
1.00
NY Park Sp. z o.o.
PL
30/09/2025
100%
100
11.85
As at 31 December 2024 the Company controlled the following subsidiaries:
Subsidiary
Country
Acquisition
Ownership
Number of
Nominal value,
date
interest
shares
EUR
UAB Janonio 27
LT
18/06/2021
100%
1,226,500
1.00
UAB Investicija 21
LT
26/08/2021
100%
1,356,000
1.00
SIA Gronvest
LV
25/10/2021
100%
2,800
1.00
UAB SMI Alytus
LT
27/10/2021
100%
18,500
2.90
UAB BFIII Kaunas
LT
23/11/2021
100%
3,955
144.81
UAB Kuršėnų turtas
LT
31/01/2022
100%
1,108,000
1.00
Peppercorn 8 Sp. z o.o.
PL
01/02/2022
100%
100
11.72
Reninvest Holdings OÜ
EE
31/08/2022
100%
1
10,000.00
UAB Esulda
LT
20/10/2022
100%
2,500
1.00
8
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
9
Subsidiary
Country
Acquisition
Ownership
Number of
Nominal value,
date
interest
shares
EUR
KA Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
PR Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
SW Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
PU Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
GL Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
UAB MD Europa
LT
13/12/2022
100%
100,000
0.29
UAB Lairina
LT
18/05/2023
100%
2,500
1.00
Valcutel Investments Sp. z o.o.
PL
22/08/2023
100%
100
11.72
KO Park Sp. z o.o.
PL
22/08/2023
100%
100
11.72
Baixeredost Investments Sp. z o.o.
PL
26/09/2023
100%
100
11.72
UAB JUPA turtas
LT
22/10/2024
100%
1,000
1.00
The main activity of the subsidiaries is the development and management of real estate. Subsidiaries generate income from real
estate objects located in Lithuania and Poland, except for the dormant subsidiaries SIA Gronvest and Reninvest Holdings OÜ
operating in Latvia and Estonia .
The management of the Company has assessed whether the Company meets the definition and characteristics of an investment
entity under IFRS 10. Based on the management’s assessment, the Company does not meet the definition and characteristics of an
investment entity, as firstly, the Company not only provides investment management services, but the Company’s manager is actively
involved in day-to-day operations of the Company. The Company’s manager is responsible for negotiating with tenants and signing
contracts. Moreover, the management company has more employees who are responsible for maintenance work, such as area
cleaning, pipe repairing, etc. Secondly, the Company does not have an exit strategy, and it is designed to operate as a cash-
generating unit.
Therefore, based on the above, the Company has assessed the control of subsidiaries and has prepared the consolidated financial
statements to present the assets, liabilities, equity, expenses and cash flows of the Company and its subsidiaries as those of a single
economic entity (thereinafter - the Group).
As at 31 December 2025 the Group had 13 employees (10 employees as at 31 December 2024).
The management of the Company has been transferred to the management company UAB Lords LB Asset Management (hereinafter
referred to as the Management Company), which was established and registered on 8 September 2008, the company code
301849625, registered office address at Jogailos st. 4, Vilnius, Republic of Lithuania. The Management Company data is compiled
and stored with the Register of Legal Entities of the Republic of Lithuania. Based on the decision of the Lithuanian Securities
Commission, dated 23 December 2008, UAB Lords LB Asset Management was granted Licence (no. VĮK – 016) to engage in the
activities of a management company in accordance with the Lithuanian Law on Collective Investment Undertakings. Based on
Decision no. 03-201 of the Board of the Bank of Lithuania, dated 5 December 2013, the asset management company’s Licence no.
VĮK – 016 was expanded with the right to manage collective investment undertakings established under the Lithuanian Law on
Collective Investment Undertakings Intended for informed Investors. On 23 June 2015 the Management Company was granted
Licence (no. 1) to engage in the activities of a management company in accordance the Lithuanian Law on Law on Managers of
Alternative Collective Investment Undertakings.
The depositary of the Company is AB Swedbank, company code 112029651, registered office address at Konstitucijos pr. 20A,
03502, Vilnius, Lithuania.
The Company's audit is carried out by Uždaroji akcinė bendrovė PricewaterhouseCoopers, company code 111473315, registered
office address at Lvivo st. 21-101, LT-09309 Vilnius, operating under Certificate no. 001273 issued by the Lithuanian Chamber of
Auditors.
The financial year of the Group coincides with the calendar year.
According to the laws of the Republic of Lithuania, the Group has prepared annual consolidated financial statements that must be
approved at the General Meeting of Shareholders. The shareholders have the right to approve or refuse to approve them, and to
require the preparation of new consolidated financial statements .
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
10
2. Accounting policy
The following are the material accounting policies used by the Group in preparing these consolidated financial statements.
2.1. Basis for preparation
For financial accounting and reporting purposes of the Company, the Management Company follows the Republic of Lithuania Law
on Financial Accounting, the Republic of Lithuania Law on Collective Investment Undertakings, generally accepted accounting policies
as defined in IFRS Accounting Standards, adopted for use in the European Union (EU), as well as other legal acts.
The Company's accounting records are kept separately from the Management Company in accordance with the approved chart of
accounts. The Company is managed in accordance with the Republic of Lithuania Law on Collective Investment Undertakings.
The consolidated financial statements have been prepared on a going concern basis and based on the assumption that the Group
will be able to continue its activities in the foreseeable future.
These consolidated financial statements have been prepared on the basis of the historical cost convention, adjusted for the
revaluation of investment property and derivative financial instruments at fair value through profit or loss.
All amounts in these consolidated financial statements are presented in euros (EUR). Transactions denominated in foreign currency
are accounted for at the official exchange rate of the Bank of Lithuania effective at the date of the transaction. Gains and losses on
such transactions and on the revaluation of foreign currency assets and liabilities at the date of the statement of financial position are
recorded in the statement of profit and loss and other comprehensive income. Such balances are translated using the exchange rate
effective at the end of the reporting period.
2.2. Calculation of net asset value (NAV)
The Company’s net asset value is calculated as the difference between the value of the Company’s assets and liabilities. The
Company's NAV calculation principles are set out in the Company's prospectus and Articles of Association. The Company's NAV is
determined on the last calendar day of each quarter in the calendar year. During the periods of non-public offering of shares
distribution, the Company's NAV may be additionally determined on the last calendar day of the calendar month preceding the
calendar month in which the decision to increase the share capital has been made. In the case of redemption of shares, NAV may
be additionally determined on the last calendar day of the calendar month in which redemption takes place.
For NAV calculation purposes, the Company is not consolidated with its subsidiaries. When calculating NAV, the equity securities
held by the Company are valued at fair value based on the valuation of an independent appraiser, and therefore, may differ from the
amount of equity attributable to the Company’s shareholders as reported in these consolidated financial statements.
The value of the Company's shares is determined as the NAV divided by the total number of paid-up shares in circulation. The value
of the Company's shares is determined at four decimal places accuracy.
The Company's net assets value (NAV) and the value of shares are calculated in euros.
2.3. Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its controlled entities (subsidiaries) as of
31 December of each year. The Company is considered to have control when it has the following:
• power over an investee;
• rights to a variable return from its involvement with the investee; and
• ability to use its power to affect the returns on investment.
Consolidation of a subsidiary begins when the Company obtains control of the subsidiary and ceases when the Company loses
control of the subsidiary. The results of acquisitions or disposals of subsidiaries 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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
11
The primary activities of the Polish subsidiaries are carried out in Poland, where the local currency is the Polish zloty (PLN). The
subsidiaries operate within the Polish economic environment and are primarily exposed to PLN-denominated economic factors,
including local inflation, labour market conditions, and the regulatory framework. While certain customer contracts are denominated
in EUR, settlements are typically received in PLN, indicating that cash flows are effectively realized in the local currency. The
subsidiaries’ cost base, including salaries, administrative expenses, and regulatory costs, is predominantly denominated and settled
in PLN. Based on the assessment of these factors, management has concluded that the Polish zloty (PLN) is the functional currency
of the subsidiaries.
All the Group's assets and liabilities, equity, income, expenses and cash flows related to intra-group transactions are eliminated on
consolidation.
2.4. Asset acquisitions
Where assets are acquired through acquisitions of subsidiaries or otherwise, 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 such
acquisitions are determined to be not an acquisition of a business, they are not treated as business combinations. Rather, the costs
of acquisition of subsidiaries or the cost of assets and liabilities acquired is allocated between the assets and liabilities of the acquiree
based on fair values at the acquisition date.
2.5. Financial risk management
The Group is exposed to market, credit, liquidity, foreign exchange, and capital management risks. These risks are managed in
accordance with the best practice principles. Management continuously monitors these risks to ensure the adequacy of financing and
hedging strategies.
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises three types of risk: interest rate risk, foreign exchange risk and other price risk, such as equity price risk
and commodity risk. Financial instruments affected by market risk include loans and borrowings and derivative financial instruments.
The Group is not exposed to price risk.
The following sections provide the description of each type of the market risk and the impact on the Group’s results.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s non-current
liabilities with floating interest rates.
Interest rate risk may arise from a variable EURIBOR interest rate, the changes in which would increase or decrease the Group's
receivables and/or payables.
The Group's borrowings have a variable interest rate linked to EURIBOR and give rise to interest rate risk. The Group has financial
liabilities with a variable interest rate as follows:
31 December 2025
31 December 2024
Financial assets
-
-
Financial liabilities
(51,123,577)
(72,837,090)
(51,123,577)
(72,837,090)
The changes in the Group's profit before tax due to changes in EURIBOR interest rate is presented in the table below:
Increase by 2,5%
Decrease by 2,5%
Increase by 1%
Decrease by 1%
31 December 2024
(1,820,927)
1,820,927
(728,371)
728,371
31 December 2025
(1,278,089)
1,278,089
(511,236)
511,236
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
12
As at 31 December 2025 and 31 December 2024 the Group hedged its bank borrowings against the variable interest rate risk (note
3.5.).
The nominal value of interest rate swap instrument is provided below:
31 December 2025
31 December 2024
Interest rate swap nominal value
23,459,687
37,274,141
23,459,687
37,274,141
If the EURIBOR interest rate changed by one percentage point, the Group's profit before tax, reflecting changes in the value of its
interest rate swap, would change as follows:
Increase by 1 p.p.
Decrease by 1 p.p.
31 December 2024
5,780
(5,780)
31 December 2025
(1,744)
1,744
The fair value of the interest rate swap is presented in Note 3.5.
Foreign exchange risk
Foreign exchange risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign
exchange rates.
The Group’s payments with related to the Group’s activities in Poland are mostly made in local currency zloty. Accordingly, there is a
risk that the Group's receivables and payables will increase or decrease due to changes in the exchange rate.
Meanwhile, the Group’s payments related to the Group’s activities in Lithuania and the Baltic Region are made in euro, except for
isolated cases that may occur, so there is no material foreign exchange risk.
The Group had not entered into any financial instrument transactions intended to manage foreign exchange rate fluctuations risk.
The Group’s assets and liabilities giving rise to foreign exchange rate risk are presented in the table below:
31 December 2025
31 December 2024
Assets
102,935,812
98,573,517
Liabilities
(4,043,307)
(19,796,133)
Net assets
98,892,505
78,777,384
If the exchange rate of euro to Polish zloty changed by one percentage point, the Group's equity would change as indicated below:
Increase by 1 p.p.
Decrease by 1 p.p.
31 December 2024
779,974
(795,731)
31 December 2025
979,134
(998,914)
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. The Group is exposed to credit risks arising from both its leasing activities and financing activities, including deposits
with banks and financial institutions and derivative financial instruments.
The Group’s credit risk relates mainly to receivables for which expected credit losses are calculated using an individual assessment.
Receivables consist of the following:
Trade receivables under contracts with customers
Tenants are assessed according to the Group’s criteria prior to entering into lease agreements. Credit risk is managed by requiring
tenants to make prepayments for rent and services provided to tenants. Outstanding receivables from tenants are regularly monitored
by the Group’s management. An impairment test is performed at each reporting date on an individual basis for all receivables from
tenants. Generally, the receivables are written-off if they are past due for more than 181 days. The maximum exposure to credit risk
at the reporting date is the carrying value of each class of financial asset. The Group considers the concentration of risk with respect
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
13
to trade receivables and contract assets as high, as its customers are located in a limited number of jurisdictions and single industry
and operate in largely interconnected markets.
Financial instruments and cash deposits
Credit risk arising from cash balances with the banks and other financial institution is limited as the Group performs operations with
banks with high long-term credit ratings issued by foreign rating agencies. Bank ratings are presented in Note 3.9. Given the high
credit ratings of banks, the Group's management assesses the probability of bank default to be negligible.
Liquidity risk
Liquidity risk is the risk that the Group may not be able to generate sufficient cash resources to fully meet its obligations under the
intended terms or may only do so under materially disadvantageous conditions. The purpose of the Group is to maintain sufficient
liquidity resources to carry out its activities, cover its financial obligations and provide funds for capital expenditure and investment
opportunities. The Group aims to achieve its goals in the following ways:
• Prepare regular forecast cash flows to project the use of funds; and
• Identify future financing, including new debt opportunities.
The table below summarizes the maturity of the Group's financial liabilities on the basis of undiscounted contractual payments:
31 December 2025
Cash flows
Total
Up to 1 year
Between 1 -
Between 2 -
After 5 years
2 years
5 years
Interest-bearing borrowings and liabilities
149,614,293
45,112,868
4,077,911
100,423,514
-
Lease liabilities
15,058,808
503,710
503,710
1,511,131
12,540,257
Trade payables
2,827,151
2,827,151
-
-
-
Contract liabilities
357,883
121,280
236,603
-
-
167,858,135
48,565,009
4,818,225
101,934,645
12,540,257
31 December 2024
Cash flows
Total
Up to 1 year
Between 1 -
Between 2 -
After 5 years
2 years
5 years
Interest-bearing borrowings and liabilities
124,724,103
17,504,247
6,773,676
100,446,181
-
Lease liabilities
14,705,297
196,200
196,200
588,600
13,724,297
Trade payables
5,499,175
222,208
116,686
5,154,597
5,629
Contract liabilities
372,168
95,569
276,599
-
-
145,300,743
18,018,224
7,363,160
106,189,377
13,729,926
The information on the Group’s cash at bank is presented in Note 3.9. and trade receivable from contracts with customers in Note
3.8.
The Group does not have any undrawn credit lines. The information on the Group’s going concern is presented in Note 3.26.
Capital management
The Group's objectives in the management of capital are to safeguard the Group's ability to continue its activities as a going concern
in order to provide returns to investors and benefits 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 issued share capital, and all other equity reserves attributable
to the equity holders of the Group. The primary objective of the Group’s capital management is to maximize the shareholder value.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
14
The Group performs the following in order to maintain capital structure and ensure effective capital management:
• Regularly monitors the performance of the Group and adjust distributions the Group pays to shareholders;
• Issues new shares in accordance with the constitutional documents of the Group to existing or new shareholders;
• Restricts redemption of shares in accordance with the constitutional documents.
2.6. Principles for recognizing revenue from contracts with customers
Rental income
Rental income from operating leases is recognized on a straight-line basis over the lease term. Discounts or other incentives to enter
into a lease are recognized on a straight-line basis over the term of the lease, regardless of cash flows. The lease term is the minimum
period for which the lessee must lease the leased object. The lease term includes an additional period for which the lessee is given
the option to extend the lease if the Company's management reasonably believes that the lessee will exercise this option.
Termination income or compensation for damage caused by a lessee is recognized when it is probable that the economic benefits
associated with the termination of the transaction, or the damage will flow to the Group.
Utility revenue
The Group provides utilities to customers who rent premises from the Group. The Group does not provide utilities itself but arranges
for the services to be provided to the customer, so the Group acts as an intermediary. Only net income, which remains for the Group
as commissions, is recognized as revenue. Revenue is recognized when the service is rendered.
2.7. Segment information
The Group has determined its operating segments based on geographic location, as its real estate portfolio comprises multiple
properties located in two different countries, Lithuania and Poland. Management monitors performance, allocates resources, and
assesses results primarily on a country-by-country basis, as the assets are subject to different economic environments, regulatory
frameworks, and market conditions. Accordingly, geographic disaggregation best reflects how the Group’s operations are managed
and reviewed.
Transfer prices between group companies are on an arm’s-length basis in a manner similar to transactions with third parties.
The breakdown of the Group’s investment property by operating segment are presented in the table below:
Investment property
181,278,978
Lithuania
83,248,308
Poland
98,030,670
The breakdown of the Group’s income, expenses and total assets by operating segment as at 31 December 2025 are presented in
the table below:
All amounts in EUR
Poland
Lithuania
Unallocated
Total
Revenue
9,666,801
5,071,048
-
14,737,849
Operating profit
8,543,091
4,717,808
(1,149,795)
12,111,104
Finance costs
(4,654,202)
(1,634,775)
(3,176,597)
(9,465,574)
Finance income
913,535
-
-
913,535
Income tax
(647,139)
(849,694)
(293)
(1,497,126)
Total assets
105,148,238
85,482,261
2,103,746
192,734,245
The breakdown of the Group’s income, expenses and total assets by operating segment as at 31 December 2024 are presented in
the table below:
All amounts in EUR
Poland
Lithuania
Unallocated
Total
Revenue
8,442,789
4,286,279
-
12,729,068
Operating profit
6,584,304
6,204,252
(1,162,389)
11,626,167
Finance costs
(3,372,898)
(1,943,545)
(3,229,835)
(8,546,278)
Finance income
1,467,004
3,529
-
1,470,533
Income tax
(421,845)
(758,311)
(273)
(1,180,429)
Total assets
101,105,424
65,204,679
1,049,567
167,359,670
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
15
2.8. Expense recognition
The Company may incur only such expenses that are related to the management of the Company and are set forth in the Company's
prospectus or Articles of Association. All other costs not specified in the prospectus or Articles of Association or exceeding the agreed
upon limits are covered by the Management Company.
The following expenses incurred by the Company are covered from the Company’s assets: management fee, depositary fee,
remuneration of auditors and asset appraisers, accounting, exchange rate hedge, litigation, accounts with financial institutions,
accounts for securities and other account handling fees, collateral documentation, registration and deregistration of collateral,
enforced debt recovery, state and municipal taxes and levies, the Company’s reporting to participants, the Company’s establishment,
consultation, fees paid to financial intermediaries of the Company. The total amount of these expenses shall not exceed a limit of
15% of the Company's average annual NAV.
For individual types of costs, maximum cost amounts are set from the Company's average annual NAV:
Type of expense
Maximum amount
Depositary fee
0.20 %
The management fee is the consideration paid to the Management Company for the management of the Company's assets, which is
calculated as follows:
• from the start of the Company's operation to the first day of the investment – EUR 50,000;
• from the first day of the investment until the end of the month in which the Company's NAV reaches EUR 150,000,000 –
1.50% annually of the Company's NAV for the respective month;
• from the beginning of the month following the month in which the Company's NAV reaches EUR 150,000,000 to the end of
the month in which the Company's NAV reaches EUR 250,000,000 – 1.00% annually of the Company's NAV for the
respective month;
• from the beginning of the month following the month in which the Company's NAV reaches EUR 250,000,000 – 0.75%
annually of the Company's NAV for the respective month.
The Articles of Association of the Company provide for a success fee for the Management Company, which depends on the
Company's net return on investment throughout its life cycle. When the 9% hurdle rate is exceeded, the success fee is accounted for
on accrual basis. As of 31 December 2025 and 31 December 2024, no success fee is recognized.
All other fees payable to the Management Company and the depositary, as well as other expenses, are recognized on an accrual
basis.
2.9. Leases
Lease – Group as a lessor
The Group, as lessor, enters into leases for certain of its investment property. Under IFRS 16, a lease where the Group is the lessor,
is classified as a finance or operating lease. When the terms of a lease transfer substantially all the risks and rewards incidental to
ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.
Rental income from operating leases is recognized on a straight-line basis over the term of the lease. Initial direct costs incurred in
negotiating the lease of a non-current asset and adding the underlying asset are added to the carrying amount of the underlying asset
and recognized on a straight-line basis over the lease term.
Amounts due from lessees under finance leases are recognized as receivables.
Lease – Group as a lessee
For leases where the Group acts as a lessee, the right-of-use assets and the corresponding lease liability are recognized from the
moment the underlying asset becomes available for use by the Group.
A right of use asset is measured at acquisition cost, which includes an initial measurement of the lease liability, lease payments made
at or before the commencement date of the lease of the asset (less the lease incentives received), initial direct costs incurred by the
Group. Lease liabilities are valued at net present value of lease payments.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
16
Lease payments are discounted at the interest rate implicit in the lease agreement. If interest rate cannot be readily determined, the
lessee’s incremental borrowing rate may be used. This is the interest rate that the lessee would have to pay to borrow over a similar
term, and with similar security, the funds necessary to obtain an asset of a similar value to the right-of- use asset in a similar economic
environment.
The Group incurs a potential future increase in variable lease payments dependent on an index specified in a lease agreement that
is not included in the measurement of the lease liability until it becomes effective. When the lease payments are revised due to a
change in the index, the lease liability is remeasured and adjusted, and the amount of remeasurement is recognized as an adjustment
to the right-of-use assets.
Lease payments are allocated between the cost of covering the lease liability and the interest expense. Interest expense in each
period of the lease term is recognized in profit/loss at a constant interest rate for the remaining amount of the lease liability.
Right-of-use assets are depreciated over the lease term of the asset.
2.10. Income tax
The calculation of income tax is based on the annual profit, taking into account the deferred income tax. Income tax is calculated in
accordance with the requirements of the tax laws of the Republic of Lithuania, Republic of Latvia, Republic of Poland and Republic
of Estonia.
Lithuania
The Group's 2025 profit is taxed at a 16% corporate income tax rate in accordance with the Law on Corporate Income Tax of the
Republic of Lithuania. The Group's 2026 profit will be taxed at a 17% corporate income tax rate in accordance with the amended Law
on Corporate Income Tax of the Republic of Lithuania.
In accordance with the Law on Corporate Income Tax of the Republic of Lithuania, the income of companies with legal status of an
investment company operating under the Law on Collective Investment Undertakings is non-taxable. Accordingly, based on the Law
on Corporate Income Tax, costs incurred in earning non-taxable income are treated as non-allowable deductions. Thus, all income
of the Company is non-taxable, and all expenses are non-allowable deductions.
Tax losses may be carried forward for an indefinite period of time, 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 at the date of the statement of financial
position.
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 consolidated financial statements.
Latvia
The corporate income tax rate applicable to companies of the Republic of Latvia is 20%.
In accordance with the Law of the Republic of Latvia on Corporate Income Tax, taxation period is one month and current tax for the
reporting period is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at
the reporting date, and any adjustment to tax payable in respect of previous periods. Corporate income tax is calculated on:
• distributed profit (dividends calculated, disbursements equivalent to dividends, conditional dividends); and
• conditionally distributed profit (expenditure not related to economic activities, doubtful debts, excessive interest payments,
loans to related parties, decrease in income or excessive expenses incurred by entering into transactions at other than
market prices that should be calculated using the methodology determined by the Cabinet of Ministers of Republic of Latvia,
other expenses as specified in the Law on Corporate Income Tax of Republic of Latvia).
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
17
Deferred tax assets or liabilities are not recognized, as rules of the law eliminate all temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Poland
The corporate income tax rate applicable to companies of the Republic of Poland is 19%.
Estonia
The corporate income tax rate applicable to companies of the Republic of Estonia is 20%.
In accordance with the Law of the Republic of Estonia on Corporate Income Tax, taxation period is one month and current tax for the
reporting period is the expected tax payable on the taxable income for the period, using tax rates enacted or substantially enacted at
the reporting date, and any adjustment to tax payable in respect of previous periods. Corporate income tax is calculated on:
• distributed profit (dividends calculated, payments equivalent to dividends, conditional dividends); and
• conditionally distributed profit (expenditure not related to economic activities, doubtful debts, excessive interest payments,
loans to related parties, decrease in income or excessive expenses incurred by entering into transactions at other than
market prices that should be calculated using the methodology determined by the Cabinet of Ministers of Republic of Estonia,
other expenses as specified in the Law on Corporate Income Tax of Republic of Estonia).
Deferred tax assets or liabilities are not recognized, as rules of the law eliminate all temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes .
2.11. Finance income and costs
The Group's finance income and costs include interest income, interest expense, commitment fee and the positive or negative effects
of changes in foreign exchange rates on financial assets and financial liabilities, and loan administration expenses.
Interest income or expense is recognized using the effective interest method. The effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount
of the financial asset or the amortized cost of the financial liability.
2.12. Investment property
The investment property of the Group consists of commercial buildings and land.
Investment property is property held to earn rentals and / or for capital appreciation. Investment property is initially recognized at cost
plus all relevant transaction costs. Subsequently, after initial recognition, investment property is measured at fair value by an
independent appraiser. Gains or losses arising from changes in fair value are included in profit or loss in the period in which they
arise.
Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of finished goods
comprises the cost of materials, direct labour and other costs directly attributable to bringing the investment property to working
condition for its intended use, as well as capitalized borrowings.
An investment property is derecognized upon disposal or when the investment property ceases to be used in its entirety and no future
economic benefits are expected from its sale. Any gain or loss arising on derecognition of an investment property (calculated as the
difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period in which
the investment property is derecognized.
Repair costs of investment property carried at fair value are recognized as an expense in the period in which they are incurred.
2.13. Financial assets
The Group recognizes a financial asset in its statement of financial position when, and only when, the Group becomes party to the
contractual provisions of the instrument. The purchase or sale of financial assets is recognized and derecognized, as applicable,
using trade date accounting.
The Group has financial assets that are subsequently measured at amortized cost.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
18
Financial assets measured at amortized cost
The Group's receivables are accounted for using the business model, in which the purpose of holding financial assets is to collect
contractual cash flows, which may include cash flows related to the payment of principal and interest.
Loans and receivables are initially recognized at acquisition cost (fair value of consideration receivable). When measuring financial
assets at amortized cost, the Group applies the effective interest method.
Loans, bonds 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.
Expected credit loss
The Group considers a financial asset in default when contractual payment is 90 days past due and is higher than the deposit paid
by debtor. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any
credit enhancements held by the Group.
The Group monitors the increase in credit risk by monitoring the timely execution of debts. A significant increase in credit risk is
considered when the debt is overdue and there is no reason to believe that the debt will be repaid soon.
Credit risk arising from cash at banks is limited as the Group carries out operations with banks with high long-term credit ratings
issued by foreign rating agencies. Bank ratings are presented in Note 3.9. Given the high credit ratings of banks, the Group's
management assesses the probability of bank default to be negligible.
2.14. Financial liabilities
The Group has financial liabilities measured only at amortized cost, i.e. trade payables, loans and bonds.
Borrowings, bonds and other payables
Borrowings and bonds are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at
amortized cost and any difference between proceeds (net of transaction costs) and the redemption value is recognized in profit or
loss over the maturity term of the borrowings.
Borrowings are classified as current unless the Group has a right to defer settlement of the liability for at least 12 months after the
end of the reporting period.
Trade payables
Trade payables are liabilities to pay for goods or services provided by suppliers during the normal course of business. Trade payables
are classified as current liabilities if they are due to be settled within one year or less (or during the normal operating cycle, whichever
is longer). Otherwise, they are classified as non-current liabilities. Trade payables are recognized initially at fair value and
subsequently measured at amortized cost using the effective interest method.
2.15. Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments, such as interest rate swaps (IRS) to hedge against interest rate risks. The Group
does not apply hedge accounting. Hence, derivative financial instruments are initially recognized at fair value on the date on which a
derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as financial assets when
the fair value is positive and as financial liabilities when the fair value is negative.
The change in the fair value of a hedging instrument is recognized in the statement of profit or loss.
If the hedged item is derecognized, the unamortized fair value is recognized immediately in profit or loss.
2.16. Valuation techniques and assumptions used in fair value measurement of assets and liabilities, frequency of
investment revaluation
The Group's assets, other than assets measured at amortized cost or under the cost method, and liabilities are reported in the
consolidated financial statements at fair value at the end of the reporting period.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
19
The fair values of the Group’s financial instruments as at 31 December 2025 are presented in the table below:
Carrying amount
Fair value
Financial
Other financial
assets at
Total
through PL
liabilities
amortized cost
Financial assets not measured at fair value
Other assets
-
1,743,064
-
1,743,064
Contract assets
-
440,674
-
440,674
Trade receivables
-
283,780
-
283,780
Cash and cash equivalents
-
5,982,029
-
5,982,029
-
8,449,547
-
8,449,547
Financial liabilities measured at fair value
Derivative financial instruments
174,352
-
-
174,352
174,352
-
-
174,352
Financial liabilities not measured at fair value
Borrowings
-
-
94,016,725
94,016,725
Bonds issued
-
-
35,604,468
35,604,468
Lease liabilities
-
-
3,101,054
3,101,054
Contract liabilities
-
-
357,883
357,883
Trade and other payables
-
-
3,788,836
3,788,836
Employment-related liabilities
-
-
202,035
202,035
-
-
137,071,001
137,071,001
The fair values of the Group’s financial instruments as at 31 December 2024 are presented in the table below:
Carrying amount
Fair value
Financial
Other financial
assets at
Total
through PL
liabilities
amortized cost
Financial assets measured at fair value
Derivative financial instruments
578,032
-
-
578,032
578,032
-
-
578,032
Financial assets not measured at fair value
Other assets
-
2,377,494
-
2,377,494
Contract assets
-
462,762
-
462,762
Trade receivables
-
235,833
-
235,833
Cash and cash equivalents
-
2,718,036
-
2,718,036
-
5,794,125
-
5,794,125
Carrying amount
Fair value
Financial
Other financial
assets at
Total
through PL
liabilities
amortized cost
Financial liabilities not measured at fair value
Borrowings
-
-
72,837,089
72,837,089
Bonds issued
-
-
31,957,522
31,957,522
Lease liabilities
-
-
2,676,377
2,676,377
Contract liabilities
-
-
372,168
372,168
Trade and other payables
-
-
6,219,575
6,219,575
Employment-related liabilities
-
-
65,837
65,837
-
-
114,128,568
114,128,568
Fair values are presented in the following levels of the fair value hierarchy, based on the variables used in the valuation techniques:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
20
• Level 2 – valuation 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.
As at 31 December 2025 and 31 December 2024 the carrying amount of the Group's assets and liabilities approximated their fair
value under the Level 3 valuation technique.
The fair value of cash on hand and in credit institutions is equal to their nominal value.
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. Estimates of future floating-
rate cash flows are based on quoted swap rates, futures prices, and interbank borrowing rates. Estimated cash flows are discounted
using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market
participants for this purpose when pricing interest rate swaps. The fair value estimate is subject to credit risk adjustment that reflects
the credit risk of the Group and of the counterparty. This is calculated based on credit spreads derived from current credit default
swap or bond prices.
The fair value of the interest rate swaps is calculated by the counterparty (credit institution) and presented to the Group on a quarterly
basis. The Group considers the estimated fair value of the interest rate swap calculated by the credit institution to be a reliable source
for setting the fair value under the Level 3 valuation technique.
The Company invests in real estate directly or by acquiring equity securities of the special purpose vehicles that own such objects.
The fair value of real estate objects (both directly owned by the Company and special purpose vehicles acquired or established by
the Company) is determined according to the data provided by an independent property appraiser entitled to perform valuation and
meeting the criteria set out in the Company's foundation documents. The valuation is carried out at least twice a year in the absence
of substantial changes in economic or market prices requiring a revaluation. If the valuation of assets belonging to special purpose
vehicles is performed, the valuation of the equity securities of those entities is also performed.
2.17. Share capital and value of shares
The share capital is recognized in the statement of financial position at the subscribed value and is accounted for in euro.
The value of the share is calculated as the Company's NAV at the date of calculation divided by the number of paid-up shares in
circulation.
As described in section 2.2. Accounting Policy, the Company's equity may differ from the Company's NAV, therefore, the share price
calculated as the Company's NAV divided by the number of paid-up shares may differ from the share price calculated as the
Company's equity divided by the number of paid-up shares.
2.18. Investment portfolio structure
The Management Company will seek to diversify the Company's investment portfolio in accordance with the Articles of Association
approved by the Company, according to which:
• The total amount of investments in real estate under construction may not exceed 20% of the Company’s net asset value.
• The total amount of investments in commercial income-generating real estate is expected to be at least 80% of the
Company’s net asset value.
• The total amount of investments in other real estate properties may not exceed 10% of the Company’s net asset value.
• The total amount of investments in liquid, in the EU sovereign bonds and/or corporate bonds, money market instruments
and bank term deposits with a maximum maturity of 3 years that are liquid and rated as investment grade (by S&P or any
alternative certified rating agency)
• The total amount of investment in a single immovable property and the movable property and/or equipment necessary for
its operation may not exceed 40% of the Company’s net asset value.
• At least 50% of the net value of the properties that make up the Company’s assets shall be invested in properties generating
rental income in Euros .
The structure of the Company's investment portfolio described above will be achieved within four years of the approval of the
Company's Articles of Association by the supervisory authority.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
21
2.19. Significant accounting estimates and judgments
The preparation of consolidated financial statements in conformity with IFRS 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
consolidated financial statements when determined.
Asset acquisitions
The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group considers whether each acquisition by its
substance represents the acquisition of a business or the acquisition of an asset. Accordingly, the Group assesses whether acquisition
consists of only assets acquired or a business combination as a whole, where an integrated set of activities and assets, including
property, is acquired. More specifically, consideration is given to the extent to which substantive processes are acquired and, in
particular, the extent of services provided by the subsidiary (e.g., maintenance, cleaning, security, etc.).
During 2025, the Company acquired the following subsidiaries (see Note 3.1.):
• NY Park Sp. z o.o., which was dormant at the time of acquisition;
• UAB Tewox Operations which was dormant at the time of establishment.
During 2024, the Company established the following subsidiary (see Note 3.1.):
• UAB Jupa Turtas which was dormant at the time of establishment.
The Company invests in real estate objects through subsidiaries.
The difference between the fair value of the net assets of the acquired subsidiaries and the acquisition price paid by the Group, was
recognized as the Group’s expenses in the Group's consolidated statement of profit and loss and other comprehensive income, since
the subsidiaries had no assets or liabilities to which the price difference could be attributed (see Note 3.22.).
Investment property fair value measurement
The Group has investment property which is measured at fair value through profit and loss based on valuation reports prepared by
independent appraiser. For the fair value measurement of investment property assumptions are used. For more information about
the assumptions used see Note 3.3.
2.20. Application of new and revised IFRS accounting standards
a) New standards, amendments to standards, and interpretations applicable for periods beginning on 1 January 2025. The Company
has assessed that there are no amendments to standards or interpretations that became effective in 2025 which would have a
significant impact on the Group's financial statements. The Group has determined that the amendments to IAS 21 have no impact
on the financial statements, as the Group does not have transactions involving a currency that is not exchangeable.
b) New and amended standards and interpretations that the Group is required to apply for reporting periods beginning on 1 January
2026 or later.
Amendments to the classification and measurement of financial instruments – Amendments to IFRS 9 and IFRS 7
(published on 30 May 2024 and applicable for annual periods beginning on or after 1 January 2026).
On 30 May 2024, the IASB published amendments to IFRS 9 and IFRS 7, which aim to:
(a) clarify the date of recognition and derecognition of certain financial assets and liabilities, including a new exception applicable
to certain financial liabilities settled through an electronic payment system;
(b) clarify and provide additional guidance on how to assess whether a financial asset meets the solely payments of principal and
interest (SPPI) criterion;
(c) disclose new information about certain instruments that have contractual terms which may change cash flows (for example,
instruments with features linked to the achievement of environmental, social, and governance (ESG) objectives); and
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
such standard amendments and interpretations before their effective date.
comprehensive income.
(c) Standards, interpretations, and their amendments that have not yet been endorsed by the European Union
IFRS 18 "Presentation and Disclosure in Financial Statements" (published on 9 April 2024 and applicable for annual
periods beginning on or after 1 January 2027).
In April 2024, the IASB published the new IFRS 18 regarding the presentation and disclosure in financial statements, which focuses
primarily on refinements to the statement of profit or loss. The main new concepts introduced in IFRS 18 relate to:
the structure of the statement of profit or loss;
required disclosures in financial statements concerning certain profit or loss metrics that are presented in reports other than the
entity’s financial statements (i.e., management-defined performance measures); and
clearer principles for grouping and disaggregation applied both to the main financial statements and to explanatory notes in general.
22
IFRS 18 will replace IAS 1; many of the principles set out in IAS 1 remain with minor changes. IFRS 18 will not affect the
(d) update the disclosed information about equity instruments classified as measured at fair value, with changes recognized in other
Currently, the Group is assessing the impact these amendments will have on its financial statements.
According to the Group's evaluation, there are no other standard amendments or interpretations that the Group is required to apply
from 1 January 2026, which would have a significant impact on the financial statements, and the Group has not begun to apply
measurement or recognition of items in financial statements, but it may change what an entity presents as “operating profit or loss.”
IFRS 18 applies to reporting periods beginning on or after 1 January 2027, including comparative information for the previous period.
The Group is currently assessing the impact these amendments will have on its financial statements.
According to the Group’s evaluation, there are no other amendments to standards or interpretations that have not been endorsed
by the European Union, which would have a significant impact on the financial statements, and the Group has not begun to apply
such standards ahead of their effective date.
Standards, interpretations and amendments not yet adopted by the European Union
The Group believes that the standards, interpretations and amendments not yet adopted will not have a significant impact on the
Group's consolidated financial statements and the Group has not early adopted such standards.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
23
3. Notes
3.1. Business combinations
Acquisitions and establishments in 2025
On 30 September 2025, the Company acquired NY Park Sp. z o.o. under a shares purchase agreement.
On 29 April 2025, the Company established UAB Tewox Operations under the act of establishment.
The fair value of the net assets of the acquired company at the date of acquisition is given below:
NY Park Sp. z o.o.
Total
Other current assets
46
46
Cash and cash equivalent
898
898
Total assets:
944
944
Trade and other payables
-
-
Total liabilities:
-
-
Net assets:
944
944
Acquisition price
3,524
3,524
The difference between the fair value of the net assets of the acquired subsidiaries and the acquisition price paid by the Group, was
recognized as the Group’s expenses in the Group's consolidated statement of profit and loss and other comprehensive income, since
the subsidiaries had no assets or liabilities to which the price difference could be attributed (see Note 3.22.).
Acquisitions and establishments in 2024
On 22 October 2024, the Company established UAB Jupa Turtas under the act of establishment.
3.2. Right-of-use assets
As at 31 December 2025 the Group, as a lessee, had long-term lease agreements for the lease of land used for the construction and
development of the real estate objects. The term of the lease agreements concluded by the Group ranges between 67 and 88 years.
Information about the Group’s right-of-use assets is presented in the table below:
Right-of-use asset
Balance as at 1 January 2024
2,300,025
Additions
333,095
Lease modifications
(27,141)
Depreciation
(31,943)
Exchange rate differences
36,487
Balance as at 31 December 2024
2,610,523
Additions
21,442
Lease modifications
392,441
Depreciation
(47,988)
Exchange rate differences
28,035
Balance as at 31 December 2025
3,004,453
Right-of-use assets and lease liabilities are recognized in the Group’s Consolidated Statement of Financial Position (see Note 3.12.),
meanwhile depreciation of right-of-use assets and interest expense on lease liabilities for the year are recognized in the Group's
Consolidated Statement of Profit or Loss and Other Comprehensive Income (see Notes 3.22. and 3.23., respectively).
Depreciation of right-of-use assets was recognized in other costs, in the Group's Consolidated Statement of Profit or Loss and Other
Comprehensive Income (see Note 3.22.). The exchange rate difference was recognized as other comprehensive income in the
Group’s Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The Group’s lease payments totalled EUR 226,264 in 2025 (EUR 175,732 in 2024). The Group’s additions to right-of-use assets
amounted to EUR 21,442 in 2025 (EUR 333,095 in 2024) (see Note 3.12.).
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
24
3.3. Investment property
Investment property
Fair value as at 1 January 2024
127,607,886
Additions
25,300,172
Change in fair value of investment property
4,006,710
Exchange rate differences
1,462,222
Fair value as at 31 December 2024
158,376,990
Additions
18,190,760
Change in fair value of investment property
3,702,864
Exchange rate differences
1,008,364
Fair value as at 31 December 2025
181,278,978
Information about the results of the investment properties is provided below:
31 December 2025
31 December 2024
Rental income derived from investment properties
12,543,196
10,856,130
Direct operating expenses (including repairs and maintenance)
(2,074,326)
(1,778,108)
generating rental income (included in cost of sales)
Direct operating expenses (including repairs and maintenance) that did
not generate rental income (included in cost of sales)
(4,255,283)
(3,331,503)
Gain from investment properties carried at fair value
6,213,587
5,746,519
As the Group’s main activity is to generate income from investment property, the Group’s all rental income is rental income generated
from investment properties and all direct costs are related to investment property.
The minimum lease payment receivable in the future under the concluded lease agreements are presented in the table below:
31 December 2025
31 December 2024
Less than 1 year
13,990,346
10,388,537
During 1 – 2 years
11,748,793
9,655,335
During 2 – 3 years
9,772,459
7,260,121
During 3 – 4 years
8,143,132
6,449,447
During 4 – 5 years
6,824,319
5,618,336
Over 5 years
24,793,249
13,435,568
75,272,298
52,807,344
Part of the leases have an indefinite period. The minimum lease payments for those agreements were calculated for a minimum
period of notice by the tenants on termination of the lease.
The fair value of the Group’s investment property was determined based on valuation reports. The valuations were performed using
the income and comparable transactions methods. The valuations’ assumptions and sensitivity analysis by geographical areas are
presented in the table below:
31 December 2025
31 December 2024
Discount rate applied (%)
6.49 - 10.09
6.80 – 9.95
Capitalization rate applied (%)
6.0 – 8.50
6.0 – 8.5
Change in value after increasing discount rate by 1 p.p.
(11,196,000)
(8,730,000)
Change in value after decreasing discount rate by 1 p.p.
12,263,000
9,510,000
Change in value after increasing capitalization rate by 0.5 p.p.
(6,931,000)
(4,860,000)
Change in value after decreasing capitalization rate by 0.5 p.p.
7,977,000
5,570,000
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
25
The Group’s investment property portfolio includes land plots and construction in progress (CIP) that are classified within Level 2 of
the fair value hierarchy. The fair value of these assets is determined using the sales comparison approach. This method is based on
directly observable market inputs, such as recent transaction prices for similar properties in the same or comparable locations. These
assets are categorized as Level 2 because their valuation is primarily derived from actual market data and comparable evidence,
adjusted for the specific characteristics of the respective plots, rather than on unobservable long-term cash flow projections.
The Group has no restrictions on the realizability of its investment properties and no contractual commitments to purchase, construct
or develop investment properties or perform repairs, maintenance, and enhancements. During 2025 the Group acquired investment
property with a total acquisition value of approximately EUR 5.9 million:
• Commercial building, located at Klaipėdos str. 109, Panevėžys, Lithuania;
• Land plot, located at Šv. Kristoforo st. 5, Dituvos k., Lithuania.
• Land plot, located at Naujoji st. 7C, 7D, Alytus, Lithuania.
During 2025 the Group completed the construction of investment property with a total cost of approximately EUR 6,5 million:
• Commercial building, located at Kupiškio st. 50, 52, Utena, Lithuania.
The fair value of prepayments paid for investment property as at 31 December 2025 was equal to carrying amount of EUR 1,143,579
(as at 31 December 2024 – EUR 1,098,429) and was equal to purchase price. As no variables were present, the sensitivity analysis
was not prepared. As at the date of issue of these consolidated financial statements, the ownership of investment property had not
been transferred to the Group. As at 31 December 2025 the Group’s construction works in progress, classified as investment property,
amount to EUR 5,711,160 (as at 31 December 2024 – EUR 1,155,245).
During 2024 the Group acquired investment property with a total acquisition value of approximately EUR 23.9 million:
• Commercial building, located at Dariaus ir Girėno str. 83, Jurbarkas, Lithuania;
• Commercial building, located at 2 Chrobrego Street, Radom, Poland;
• Commercial building, located at 211 Zgierska Street, Łódź, Poland;
• Land plot, located at Artojų str. 46, Kaunas, Lithuania.
The fair value of investment property classification as at 31 December 2025 according to the fair value hierarchy by geographical
area is presented in the table below:
1 Level
2 Level
3 Level
Fair value
Lithuania
-
6,692,862
76,555,446
83,248,308
Poland
-
57,547
97,973,123
98,030,670
Total
-
6,750,409
174,528,569
181,278,978
The fair value of investment property classification as at 31 December 2024 according to the fair value hierarchy by geographical
area is presented in the table below:
1 Level
2 Level
3 Level
Fair value
Lithuania
-
15,829,592
47,855,098
63,684,690
Poland
-
-
94,692,300
94,692,300
Total
-
15,829,592
142,547,398
158,376,990
3.4. Other non-current assets
31 December 2025
31 December 2024
Cash deposited as a security
700,000
470,000
Cash in restricted bank accounts
466,016
1,474,708
Guarantees
50,000
-
Total
1,216,016
1,944,708
As at 31 December 2025, the Group had pledged the amount of EUR 700,000 (as at 31 December 2024 – EUR 470,000) as a long-
term deposit to bank to secure fulfilment of the requirements under the loan agreements. The bank undertakes to return the deposit
to the Group as soon as all the conditions stipulated in the loan agreement are met.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
26
Cash in restricted bank accounts is related to received deposits from tenants, reserved funds for next loan instalment and CAPEX
repairs.
As at 31 December 2025, the Group had issued a bank guarantee, required for commencing and carrying out the reconstruction of
the heat supply networks. The guaranteed amount is EUR 50,000 and is provided for a period of five years.
3.5. Derivative financial instruments
Swap agreement
Nominal
Residual
Maturity
31 December 2025
31 December 2024
value
nominal value
Credit institution 3
9,450,000
7,596,661
23/01/2025
-
15,241
Credit institution 1
4,823,000
4,645,174
31/07/2028
-
204,644
Credit institution 1
1,505,000
1,459,672
31/07/2028
-
63,859
Credit institution 1
5,250,000
5,056,431
31/07/2028
-
222,762
Credit institution 1
3,024,000
2,912,504
31/07/2028
-
128,311
Credit institution 1
4,298,000
4,168,553
31/07/2028
-
182,368
Credit institution 2
1,932,504
1,840,272
17/11/2029
(52,493)
(68,099)
Credit institution 2
1,751,620
1,713,910
29/11/2029
(60,713)
(36,196)
Credit institution 2
1,381,250
1,336,301
07/12/2026
-
(37,995)
Credit institution 3
6,000,000
5,844,510
20/09/2027
(62,285)
(96,863)
Credit institution 2
3,350,966
3,278,813
29/11/2029
(598)
-
Credit institution 2
4,024,246
3,937,603
29/11/2029
(718)
-
Credit institution 2
3,603,260
3,525,680
29/11/2029
(644)
-
Credit institution 2
3,367,000
3,318,898
29/03/2030
3,099
-
Total
(174,352)
578,032
As at 31 December 2025, the Group had a variable interest rate swap agreement with the banks for the amount of EUR 24,020,596
(as at 31 December 2024 – EUR 40,694,500) in order to hedge against the interest rate changes for the Bank loan (13), Bank loan
(14), Bank loan (15), Bank loan (16), Bank loan (17), Bank loan (18), Bank loan (20). The interest rate on swap transactions ranges
from 2.35% to 3.33%.
According to the hedge agreement, the Group pays a fixed interest rate to the bank. Meanwhile, depending on the variable interest
rate in the market, the Group pays interests to the bank if the market interest rate is negative, or the bank pays interests to the Group
if the market interest rate is positive.
The change in the fair value of the derivative financial instrument during 2025 and its balance as at 31 December 2025 is presented
in the table below:
Fair value at
Change in
Accrued
Paid
Effects of
Fair value at
the beginning
fair value
interests
(Received)
changes in
the end of
of the period
interests
exchange rates
the period
Interest rate swap
578,032
(757,871)
(1,099,946)
1,101,324
4,109
(174,352)
Total
578,032
(757,871)
(1,099,946)
1,101,324
4,109
(174,352)
The change in the fair value of the derivative financial instrument during 2024 and its balance as at 31 December 2024 is presented
in the table below:
Fair value at
Change in
Accrued
Paid
Effects of
Fair value at
the beginning
fair value
interests
(Received)
changes in
the end of the
of the period
interests
exchange rates
period
Interest rate swap
1,261,796
(671,254)
361,534
(393,468)
19,424
578,032
Total
1,261,796
(671,254)
361,534
(393,468)
19,424
578,032
Derivative financial instruments are measured at fair value at each reporting date. Changes in fair value are recognized in profit or
loss.
are calculating fair values using bid / ask-rates (excluding margins) as determined by the bank based on available market rates at
Derivative financial instruments are classified as Level 3 within the fair value hierarchy. There were no transfers between levels of
the fair value hierarchy during the reporting period.
Fair values of derivative financial instruments are recognized based on the fair values information received from the banks. The banks
present.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
27
3.6. Other current assets
31 December 2025
31 December 2024
Prepaid income tax
283,893
341,232
Guarantees
150,000
-
Deferred expenses
42,925
26,773
Cash in restricted bank accounts
28,542
38,430
Deposits
18,631
19,084
Prepayments to suppliers
2,306
7,267
Other current assets
751
-
Total
527,048
432,786
As at 31 December 2025, the Group issued a financial security agreement with an insurance company, required for designing and
implementing a round intersection. The guaranteed amount is EUR 150,000 and is valid until April 2026.
3.7. Contract assets and liabilities
31 December 2025
31 December 2024
Contract assets
440,674
462,762
Trade receivables (Note 3.8)
283,780
235,833
Deposits received on rent of premises (Note 3.13)
(357,883)
(372,168)
Total
366,571
326,427
As at 31 December 2025, EUR 440,674 of rental income was accrued, which had not yet been invoiced (as at 31 December 2024 –
EUR 462,762). The expected credit loss on contract assets was considered immaterial, and therefore, was not recognized.
Trade receivables relate to rental income of premises. For more detailed information, see the relevant notes.
3.8. Trade receivables
31 December 2025
31 December 2024
Trade receivables
284,119
339,589
Expected credit loss
(339)
(103,756)
Total
283,780
235,833
Trade receivables consist of receivables from customers on the basis of invoices issued (rent, utility costs, etc.).
Movements in the provision for expected credit loss of receivables is presented in the table below:
Expected credit loss
Net book value at 1 January 2024
(97,835)
Recognized expected credit loss
(5,921)
Written off expected credit loss
-
Net book value at 31 December 2024
(103,756)
Recognized expected credit loss
-
Written off expected credit loss
103,417
Net book value at 31 December 2025
(339)
Ageing of trade receivables
Total
Not
1 - 30 days
31 - 90
91 - 180
More than
Expected
overdue
days
days
181 days
credit loss
31 December 2024
235,833
131,485
78,242
982
737
128,143
(103,756)
31 December 2025
283,780
122,024
94,012
13,451
13,180
41,452
(339)
Group as a lessor
The Group has agreements on lease of investment property portfolio. The commercial property leases typically have lease terms
ranging between 1 and 15 years and include clauses to enable periodic upward revision of the rental charge in view of the prevailing
market conditions. Some leases contain early termination options.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
28
Rental income is recognized directly in profit or loss over the lease period and is charged to the statement of profit or loss and other
comprehensive income.
3.9. Cash and cash equivalents
31 December 2025
31 December 2024
Cash at bank
5,641,308
2,752,439
Demand deposits
1,040,721
435,597
Cash deposited as security (Note 3.4)
(700,000)
(470,000)
Total
5,982,029
2,718,036
The fair value of cash and cash equivalents as at 31 December 2025 and 31 December 2024 approximated their carrying amount.
Demand deposits consist of cash balances on bank accounts, which can only be used for repayment of the deposits to the lessees.
The credit risk arising from 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, therefore, expected credit loss was not recognized due to immateriality. The
bank ratings are given below:
Moody's
Standard & Poor's
AB Swedbank
AA2
AA-
SEB bankas, AB
AA3
AA-
Luminor Bank AS
A2
-
mBANK SA
A2
A-
Pekao
A2
A-
Net debt reconciliation
Financial debts
Cash and cash
Total
equivalents
Net debt as at 1 January 2024
(88,918,155)
3,338,331
(85,579,824)
Operating and investment cash flows
-
(13,088,549)
(13,088,549)
Dividends paid
-
(400,000)
(400,000)
Received borrowings
(46,875,587)
46,875,587
-
Repayments of borrowings
37,279,133
(37,279,133)
-
Interest paid
8,194,631
(7,801,163)
393,468
Bonds issued
(33,754,919)
33,754,919
-
Transfers from (to) an escrow bank account
-
(1,570,708)
(1,570,708)
Bonds redeemed
26,652,989
(22,377,635)
4,275,354
Interest charged
(7,301,141)
-
(7,301,141)
Issue of shares
-
1,326,980
1,326,980
Exchange rate differences
(71,562)
(60,593)
(132,155)
Net debt as at 31 December 2024
(104,794,611)
2,718,036
(102,076,575)
Operating and investment cash flows
-
(12,711,222)
(12,711,222)
Acquisition of a subsidiary
-
(2,626)
(2,626)
Dividends paid
-
(1,274,534)
(1,274,534)
Received borrowings
(61,867,211)
61,867,211
-
Repayments of borrowings
40,762,364
(40,762,364)
-
Interest paid
8,720,240
(8,720,240)
-
Bonds issued
(11,585,173)
7,531,540
(4,053,633)
Transfers from (to) an escrow bank account
-
578,692
578,692
Bonds redeemed
7,709,156
(3,655,523)
4,053,633
Interest charged
(8,158,664)
-
(8,158,664)
Exchange rate differences
(407,294)
413,059
5,765
Net debt as at 31 December 2025
(129,621,193)
5,982,029
(123,639,164)
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
29
3.10. Equity
31 December 2025
31 December 2024
Paid-up share capital
41,863,344
41,863,344
Share premium
636
636
Total
41,863,980
41,863,980
As at 31 December 2025, the paid-up share capital of the Company amounted to EUR 41,863,344 (as at 31 December 2024 – EUR
41,863,344) and was divided into 41,863,344 ordinary shares with a nominal value of EUR 1 each. During 2024, the share capital
was increased through the issue of 3,826,980 ordinary shares with the nominal value of EUR 1 each. As at 31 December 2025, share
premium amounted to EUR 636 (as at 31 December 2024 – EUR 636).
The table below shows the values of the shares issued by the Company as at 31 December 2025 and 31 December 2024:
31 December 2025
31 December 2024
Balance at January 1
41,863,980
38,037,000
Shares issued
-
3,826,980
Balance at 31 December
41,863,980
41,863,980
Legal reserve
The laws of the Republic of Lithuania require the formation of a legal reserve. The Company is required to transfer annually 5% of
the distributable profit calculated in accordance with the requirements of the legal acts regulating accounting in the Republic of
Lithuania until the legal reserve reaches 10% of the amount of the authorized share capital. As at 31 December 2025, The Company's
legal reserve amounted to EUR 167,220 (as at 31 December 2024 – EUR 0)
Net assets value (NAV)
31 December 2025
31 December 2024
Equity
51,837,002
50,953,880
Decrease in net assets
(6,157,545)
(7,505,600)
Net assets value (NAV)
45,679,457
43,448,280
Paid-up share capital
41,863,344
41,863,344
Share value, EUR
1.0912
1.0379
IFRS require the preparation of consolidated financial statements of the Company containing consolidated equity of the Company
and the Group companies. Meanwhile, according to the Procedure for Calculation of NAV, approved by the Management Company,
the Company's NAV is calculated based on the fair value of the Company's unconsolidated net assets. Therefore, as at 31 December
2025 and 31 December 2024, there was a difference between the Company's equity and NAV. The difference between Company's
equity and NAV arises mainly from differences in valuation and accounting treatments applied under the NAV calculation methodology
and IFRS. For NAV purposes, investments in equity instruments are measured at fair value based on the latest independent valuation,
whereas in the consolidated financial statements subsidiaries are included based on their IFRS net assets. In addition, different
impairment methodologies are applied to loans and bonds under the NAV calculation rules and IFRS. Furthermore, investments
acquired as asset deals are recognized differently for NAV and based on IFRS consolidation principles, when assets and liabilities of
subsidiary are recognized at fair value without recognizing deferred tax assets or liabilities.
3.11. Borrowings and bonds issued
Details of non-current borrowings:
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
Non-current borrowings
Maturity date
31 December 2025
31 December 2024
Bank loan (5)
08/01/2027
-
9,431,042
Bank loan (8)
02/08/2028
-
4,022,186
Bank loan (9)
02/08/2028
-
5,716,646
Bank loan (10)
02/08/2028
-
6,414,898
Bank loan (11)
02/08/2028
-
2,001,759
Bank loan (12)
02/08/2028
-
6,982,860
Bank loan (13)
25/07/2029
9,440,731
9,654,164
Bank loan (14)
18/12/2029
6,365,233
6,017,600
Bank loan (15)
18/12/2029
7,644,141
7,226,943
Bank loan (16)
18/12/2029
6,844,469
6,471,114
Bank loan (17)
18/12/2029
3,671,305
3,471,029
Bank loan (18)
18/12/2029
3,327,238
3,145,429
Bank loan (20)
18/05/2030
6,445,400
-
Bank loan (21)
19/08/2030
6,090,360
-
Bank loan (22)
30/09/2030
12,574,689
-
Bank loan (23)
30/09/2030
5,516,810
-
Bank loan (24)
30/09/2030
6,174,975
30
-
Bank loan (25)
30/09/2030
7,245,161
-
Bank loan (26)
30/09/2030
2,758,940
-
Bank loan (27)
30/09/2030
7,823,062
-
Bonds issued (4)
05/10/2026
-
23,648,330
Total
91,922,514
94,204,000
Details of current borrowings and bonds issued:
Current portion of non-current borrowings
Maturity date
31 December 2025
31 December 2024
Bank loan (5)
08/01/2027
-
545,240
Bank loan (8)
02/08/2028
-
111,940
Bank loan (9)
02/08/2028
-
159,150
Bank loan (10)
02/08/2028
-
178,570
Bank loan (11)
02/08/2028
-
55,729
Bank loan (12)
02/08/2028
-
194,396
Bank loan (13)
25/07/2029
208,510
194,509
Bank loan (14)
18/12/2029
192,400
192,400
Bank loan (15)
18/12/2029
231,057
231,057
Bank loan (16)
18/12/2029
206,886
206,886
Bank loan (17)
18/12/2029
110,971
110,971
Bank loan (18)
18/12/2029
100,571
100,571
Bank loan (20)
18/05/2030
192,400
-
Bank loan (21)
19/08/2030
51,905
-
Bank loan (22)
30/09/2030
238,839
-
Bank loan (23)
30/09/2030
104,785
-
Bank loan (24)
30/09/2030
117,285
-
Bank loan (25)
30/09/2030
137,612
-
Bank loan (26)
30/09/2030
52,402
-
Bank loan (27)
30/09/2030
148,588
-
Short-term bonds issued
Bonds issued (3)
11/02/2025
-
8,309,192
Bonds issued (4)
05/10/2026
35,604,468
-
Total
37,698,679
10,590,611
Loans have fixed and variable interest rates. The variable interest rates on bank loans consist of a variable component – EURIBOR,
and a fixed component – the bank’s margin, which ranges from 1.95% to 2.8%. Fixed interest rates range from 4.66% to 8.5%.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
31
Carrying amounts of assets pledged under loan agreement as at 31 December 2025, and 31 December 2024:
Loan agreement
31 December 2025
31 December 2024
Bank loan (5)
-
23,000,000
Bank loan (8)
-
8,300,000
Bank loan (9)
-
11,340,000
Bank loan (10)
-
13,280,000
Bank loan (11)
-
4,400,000
Bank loan (12)
-
14,850,000
Bank loan (13)
10,950,000
10,790,000
Bank loan (14)
13,160,000
12,910,000
Bank loan (15)
12,630,000
12,160,000
Bank loan (16)
6,260,000
6,190,000
Bank loan (17)
6,000,000
5,670,000
Bank loan (18)
17,086,000
17,060,000
Bank loan (20)
9 704 000
-
Bank loan (21)
12,900,000
-
Bank loan (22)
23,508,000
-
Bank loan (23)
10,339,000
-
Bank loan (24)
11,940,000
-
Bank loan (25)
13,511,000
-
Bank loan (26)
5,848,000
-
Bank loan (27)
15,669,000
Total
169,505,000
139,950,000
Pledged investment property is presented in Note 3.3.
Under the credit agreements, the Group must comply with the DSCR, LTV and positive equity ratio covenants. In 2025 and 2024, the
Group complied with the covenants under the loan and bond agreements.
The table below shows the movement of borrowings and bonds during 2025 and their balance as at 31 December 2025:
Balance at the
Exchange
Accrued
Balance at the
beginning of
Proceeds
Repayments
interest
Interest paid
end of the year
rate
the year
difference
Current liabilities
Bonds issued (3)
7,738,088
-
-
(7,709,156)
55,347
(84,279)
-
Bonds issued (4)
24,219,434
11,585,173
-
-
3,019,382
(3,219,521)
35,604,468
Short-term loan (5)
-
2,000,000
-
(2,000,000)
65,444
(65,444)
-
Short-term loan (6)
-
1,500,000
-
(1,500,000)
36,417
(36,417)
-
Non-current liabilities
Bank loan (5)
9,976,282
-
43,650
(10,019,932)
419,617
(419,617)
-
Bank loan (8)
4,134,126
-
39,096
(4,173,222)
191,294
(191,294)
-
Bank loan (9)
5,875,796
-
55,589
(5,931,385)
271,886
(271,886)
-
Bank loan (10)
6,593,468
-
62,435
(6,655,903)
305,097
(305,097)
-
Bank loan (11)
2,057,488
-
19,463
(2,076,951)
95,205
(95,205)
-
Bank loan (12)
7,177,256
-
67,922
(7,245,178)
332,109
(332,109)
-
Bank loan (13)
6,210,000
524,000
-
(176,367)
283,970
(283,970)
6,557,633
Bank loan (14)
7,458,000
629,000
-
(211,802)
341,362
(341,362)
7,875,198
Bank loan (15)
6,678,000
563,000
-
(189,645)
305,652
(305,652)
7,051,355
Bank loan (16)
3,582,000
302,000
-
(101,724)
163,949
(163,949)
3,782,276
Bank loan (17)
3,246,000
274,000
-
(92,191)
148,583
(148,583)
3,427,809
Bank loan (18)
9,848,673
-
(4,817)
(194,616)
515,224
(515,224)
9,649,240
Bank loan (20)
-
6,734,000
-
(96,200)
229,169
(229,169)
6,637,800
Bank loan (21)
-
6,142,265
-
-
43,277
(43,277)
6,142,265
Bank loan (22)
-
12,904,879
37,030
(29,051)
70,108
(169,438)
12,813,528
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
32
Balance at the
Accrued
Exchange
Balance at the
beginning of
Proceeds
Repayments
interest
Interest paid
rate
end of the year
the year
difference
Bank loan (23)
-
5,661,673
(12,745)
30,758
(74,336)
16,245
5,621,595
Bank loan (24)
-
6,337,120
(14,266)
34,427
(83,205)
18,184
6,292,260
Bank loan (25)
-
7,435,407
(16,738)
40,394
(97,625)
21,335
7,382,773
Bank loan (26)
-
2,831,385
(6,374)
15,053
(36,846)
8,125
2,811,343
Bank loan (27)
-
8,028,482
(18,074)
43,616
(105,412)
23,038
7,971,650
Total liabilities
104,794,611
73,452,384
(48,471,520)
7,057,340
(7,618,916)
407,294
129,621,193
On 19 January 2025, in accordance with the terms of the issue, the Group redeemed bonds with a nominal value of EUR 7.4 million
that were issued in 2024. Of this amount, EUR 3.5 million was paid out to investors, while EUR 3.9 million was rolled over by investors
into the third tranche of bond issue dated January 2025.
According to the financing agreements, the Group must comply with the stipulated indicators. As of 31 December 2025 and 31
December 2024, the Group complied with its obligations under the requirements set out in the agreements.
The table below shows the movement of borrowings and bonds during 2024 and their balance as at 31 December 2024:
Balance at the
Accrued
Exchange
Balance at the
beginning of
Proceeds
Repayments
interest
Interest paid
rate
end of the year
the year
difference
Current liabilities
Bonds issued (1)
15,735,208
-
(15,014,304)
1,024,188
(1,745,092)
-
-
Bonds issued (2)
9,229,925
-
(9,073,280)
165,265
(321,910)
-
-
Bonds issued (3)
-
10,106,589
(2,565,405)
673,422
(476,518)
-
7,738,088
Short-term loan (1)
5,791,500
-
(5,500,000)
626,453
(917,953)
-
-
Short-term loan (2)
-
600,000
(600,000)
8,017
(8,017)
-
-
Short-term loan (3)
-
4,000,000
(4,000,000)
129,556
(129,556)
-
-
Short-term loan (4)
-
1,000,000
(1,000,000)
31,778
(31,778)
-
-
Non-current liabilities
Bank loan (1)
4,843,843
-
(4,843,843)
274,664
(274,664)
-
-
Bank loan (2)
2,997,500
-
(2,997,500)
169,818
(169,818)
-
-
Bank loan (3)
1,362,500
-
(1,362,500)
85,491
(85,491)
-
-
Bank loan (4)
1,410,540
-
(1,410,540)
78,518
(78,518)
-
-
Bank loan (5)
10,511,185
-
(550,827)
643,480
(643,480)
15,924
9,976,282
Bank loan (6)
5,884,593
-
(5,875,000)
396,505
(406,098)
-
-
Bank loan (7)
4,007,098
-
(4,000,000)
265,991
(273,089)
-
-
Bank loan (8)
4,343,111
-
(142,476)
282,000
(358,122)
9,613
4,134,127
Bank loan (9)
6,172,819
-
(202,501)
400,807
(508,998)
13,669
5,875,796
Bank loan (10)
6,926,774
-
(227,230)
449,770
(571,176)
15,330
6,593,468
Bank loan (11)
2,161,495
-
(70,908)
140,348
(178,232)
4,785
2,057,488
Bank loan (12)
7,540,064
-
(247,346)
489,589
(621,744)
16,693
7,177,256
Bank loan (13)
-
6,210,000
-
8,662
(8,662)
-
6,210,000
Bank loan (14)
-
7,458,000
-
11,051
(11,051)
-
7,458,000
Bank loan (15)
-
6,678,000
-
9,648
(9,648)
-
6,678,000
Bank loan (16)
-
3,582,000
-
5,354
(5,354)
-
3,582,000
Bank loan (17)
-
3,246,000
-
4,883
(4,883)
-
3,246,000
Bank loan (18)
-
9,905,846
(52,721)
263,999
(263,999)
(4,452)
9,848,673
Bank loan (19)
-
4,195,741
(4,195,741)
90,780
(90,780)
-
-
Bonds issued (4)
-
23,648,330
-
571,104
-
-
24,219,434
Total liabilities
88,918,155
80,630,506
(63,932,122)
7,301,141
(8,194,631)
71,562
104,794,611
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
33
On 12 February 2024, the terms of issue for the Group’s private bond emission of EUR 10 million were approved (Bonds No. 3 in the
table). The nominal value of one bond is EUR 1,000. The bonds mature on 11 February 2025. Interest is paid semi-annually. During
2024, the Group issued bonds with a nominal value of EUR 9.974 million.
On 13 August 2024, the Group’s prospectus for a public bond offering of EUR 35 million was approved (Bonds No. 4 in the table).
The nominal value of one bond is EUR 1,000. The bonds mature on 6 October 2026. Interest is paid semi-annually. During 2024, the
Group issued bonds with a nominal value of EUR 23.774 million.
Borrowings by maturity
31 December 2025
31 December 2024
Within 1 year
37,698,679
10,590,611
Between 1 and 5 years
91,922,514
94,204,000
Total
129,621,193
104,794,611
3.12. Lease liabilities
31 December 2025
31 December 2024
Non-current lease liabilities
2,893,478
2,674,875
Current lease liabilities
207,576
1,502
Total
3,101,054
2,676,377
The Group uses leased real estate (land) in its activities. Lease liabilities are recorded at the present value of the remaining land
lease payments at a discount rate. The interest rate applied to discount land lease payments under the first contract was 10.80%, the
second contract - 9.98%, the third contract - 8.85%.
During 2025, the Group had no new land lease agreements.
During 2024, the Group signed one new land lease agreement for the amount of EUR 1,420,818. Interest rate used to discount land
lease payment was 7.35%.
Interest rate used to discount lease payments is the same as the discount rate used in the valuation reports of investment property
prepared by independent appraisers.
The table below shows the movement of lease liabilities during 2025 and 2024:
Lease liabilities
Balance as at 1 January 2024
2,334,435
Lease liabilities recognized
333,095
Lease modifications
(27,141)
Lease payments
(175,732)
Interest accrued
172,987
Exchange rate differences
38,733
Balance as at 31 December 2024
2,676,377
Lease liabilities recognized
21,442
Lease modifications
392,441
Lease payments
(226,264)
Interest accrued
207,617
Exchange rate differences
29,441
Balance as at 31 December 2025
3,101,054
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
34
3.13. Contract liabilities
Non-current lease liabilities
31 December 2025
31 December 2024
Long-term deposits received from tenants
236,603
276,599
Current lease liabilities
Short-term deposits received from tenants
121,280
95,569
Deposits received from tenants are deposits for rented premises that would be repaid to tenants upon termination or expiration of the
lease or offset against receivables from tenants in case of default. Long-term deposits are deposits to be repaid under leases valid
for a period of more than one year. Short-term deposits are deposits to be repaid under leases expiring in the upcoming year.
3.14. Trade and other payables
31 December 2025
31 December 2024
Trade payables
2,827,151
5,499,175
Accrued expenses
642,503
639,789
Advance amounts received
155,954
42,250
VAT payable
120,789
798
Real estate tax
40,624
31,822
Other payables
1,815
5,741
Total
3,788,836
6,219,575
Trade payables mainly consist of a payable amount for construction works – more than EUR 2 million. Accrued expenses consist of
a payable management fee of EUR 172,490 (2024 – EUR 160,475), payable depositary fees of EUR 10,343 (2024 – EUR 9,629),
payable audit fee of EUR 216,382 (2024 – EUR 206,501) and other operating expenses.
3.15. Employee benefit obligations
31 December 2025
31 December 2024
Bonus accruals
138,616
26,373
Vacation reserve
41,720
18,441
Employment-related taxes
13,881
14,102
Wages and salaries
7,638
6,878
Other payables to employees
180
43
Total
202,035
65,837
3.16. Income
2025
2024
Rental income
12,486,022
10,780,731
Maintenance and utilities revenue
2,075,424
1,722,687
Other unordinary income
112,383
112,109
Other rental income
57,174
75,399
Late interests and fines income
6,846
38,142
Total
14,737,849
12,729,068
Income is recognized over time in the period when services are being provided.
3.17. Real estate and land tax expense
2025
2024
Real estate tax
776,899
649,248
Land tax
11,728
9,810
Total
788,627
659,058
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
35
3.18. Maintenance and repair costs of buildings
2025
2024
Costs of buildings cleaning and waste management
460,749
404,413
Other maintenance costs of buildings
338,433
386,639
Repair costs of buildings
125,015
27,006
Security costs
105,381
88,509
Total
1,029,578
906,567
3.19. Utilities
2025
2024
Electricity consumption
211,643
167,928
Water and sewerage costs
24,940
18,247
Heat energy consumption
19,538
26,308
Total
256,121
212,483
3.20. Administrative costs
2025
2024
Professional services
1,385,237
1,123,598
Management fee
672,453
607,478
Asset management fee
287,092
245,185
Audit fee
206,340
252,351
Insurance
59,918
55,501
Other
199,951
128,840
Total
2,810,991
2,412,953
3.21. Wages and salaries and related expenses
2025
2024
Wages and salaries
941,951
472,872
Social security contribution costs
50,998
30,784
Car rent
12,941
13,056
Per diem
3,570
4,193
Total
1,009,460
520,905
3.22. Other costs
2025
2024
Right-of-use assets depreciation
47,988
31,943
Depositary fee
40,344
37,152
Costs on acquisition of assets
2,580
-
Late payment interests and fines costs
978
9,231
Other
342,942
319,319
Total
434,832
397,645
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
36
3.23. Finance income and costs
2025-
2024-
Finance income
913,535
1,470,533
Positive effects of exchange rate differences
913,535
1,108,999
Interest income on derivative financial instruments
-
361,534
Finance costs
(9,465,574)
(8,546,278)
Interest expenses
(9,122,774)
(8,145,382)
Interest expenses on borrowings
(3,982,611)
(4,867,163)
Interest expenses on bonds issued
(3,074,729)
(2,433,978)
Interest expenses on derivative financial instruments
(1,099,946)
-
Loss on changes in fair value of derivative financial instruments
(757,871)
(671,254)
Interest expenses on lease liabilities (IFRS 16)
(207,617)
(172,987)
Other finance costs
(342,800)
(400,896)
Loans administration and commitment fees
(342,800)
(400,896)
Total
(8,552,039)
(7,075,745)
The Group pays quarterly loan administration fee on its bank borrowings.
3.24. Income tax
The main components of income tax expense as at 31 December 2025 and 31 December 2024 are presented in the table below:
2025
2024
Income tax expense
114,321
160,379
Deferred income tax expense
1,367,088
1,236,498
Income tax adjustments for previous periods
15,717
(216,448)
Total
1,497,126
1,180,429
Reconciliation of income tax expense is provided below:
2025-
2024-
Profit before tax
3,559,065
4,550,422
Income tax expense at the statutory rate in Lithuania
569,450
682,563
Income tax adjustments from previous periods
15,717
(216,448)
Non-taxable income
(554,199)
(553,047)
Non-deductible expenses (permanent differences)
741,166
403,186
Unrecognized deferred income tax
633,474
788,791
Effect of difference in tax rates
120,887
(334)
Utilized accumulated tax losses
(29,369)
75,717
Income tax at an effective corporate income tax rate
1,497,126
1,180,429
Income tax expense recognized in profit or loss
1,497,126
1,180,429
In accordance with the Law on Corporate Income Tax of the Republic of Lithuania, the income of companies with the legal status of
an investment undertaking and operating under the Law on Collective Investment Undertakings is non-taxable. Accordingly, based
on the Law, the costs incurred to generate non-taxable income are treated as non-allowable deductions. Thus, all income of the
Company is non-taxable, and all expenses are non-deductible.
The Group’s profit from its activities in Poland is subject to 19% income tax rate set in the Polish tax laws. Accordingly, the difference
between the tax rate in Lithuania (16%) and the tax rate in Poland (19%) is equal to EUR -120,887 (2024 – EUR 334).
The Group has tax losses of EUR 623,361 (2024 – EUR 1,244,481), of which EUR 420,576 are available for offsetting against future
taxable profits of the companies in which the losses arose over indefinite period, and EUR 202,784 – over 5 years.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
37
Accumulated tax losses effect on deferred tax is presented in the table below:
Deferred income tax asset
2025
2024
Accumulated tax losses
110,027
201,792
Accrued expenses
373,400
588,607
Difference in value of other liabilities for financial reporting and tax purposes
649,549
637,956
Deferred tax assets before impairment
1,132,976
1,428,355
Less: decrease in realizable value
-
-
Deferred tax assets, net
1,132,976
1,428,355
Deferred income tax liability
Difference in depreciation of non-current assets for financial reporting and
tax purposes
(3,075,534)
(2,040,060)
Difference in value of other assets for financial reporting and tax purposes
(1,709,332)
(1,665,517)
Deferred income tax liability
(4,784,866)
(3,705,577)
Deferred income tax, net
(3,651,890)
(2,277,222)
The temporary differences associated with investments in the Group’s subsidiaries, for which no deferred tax liability has been
recognized in the periods presented, amounted to EUR 3,467,651 (2024 – EUR 3,467,651).
3.25. Transactions with related parties
Management's remuneration and other benefits
31 December 2025
31 December 2024
Number of management personnel at the end of the year
1
1
Average number of management personnel during the year
1
1
Remuneration paid to management personnel
58,978
62,847
There were no other payments to management personnel.
Transactions with the Group companies
The Company's transactions with related parties during 2025 and their balances as at 31 December 2025:
Income
Costs
Receivables
Payables
Management Company
-
678,612
-
172,390
Total
-
678,612
-
172,390
The Company's transactions with related parties during 2024 and their balances as at 31 December 2024:
Income
Costs
Receivables
Payables
Management Company
-
612,149
-
160,475
Total
-
612,149
-
160,475
The costs of services received from UAB Lords LB Asset Management mostly consist of management fee. Payables consist of
payable management fee.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
38
Share purchase and sale transactions with related parties
Balance as at 1 January 2024
5,660,000
Shares distributed
2,500,000
Shares redeemed
-
Balance as at 31 December 2024
8,160,000
Shares distributed
-
Shares redeemed
-
Balance as at 31 December 2025
8,160,000
As at 31 December 2025 and 31 December 2024, the Company’s shares owned by related parties amounted to EUR 8,160,000 and
represented 19.49% of the total amount of shares.
3.26. Going concern
As at 31 December 2025 the Group has public bonds and accrued interest in amount of EUR 35,604,468 with the maturity date of 6
October 2026. This results that as at 31 December 2025 the Group’s current liabilities (EUR 42,018,406) exceeded current assets
(EUR 7,233,531), and therefore the above bonds need to be refinanced by their maturity date. The Group's management has prepared
the following plan and risk management measures relating to the refinancing:
• Refinancing plan and positive bank indications: The Group plans to issue a new bond offering in the third quarter of
2026 with a total value of up to EUR 50 million. Management has already received a proposal to act as the lead manager
for this issuance from a major bank, which is also a significant existing financier of the Group. Initial indications from lead
managers are positive, expressing confidence in the successful placement of the new emission based on current market
appetite.
• Proven access to capital markets: The Group’s ability to attract investors is supported by the success of the last bond
issuance in January 2025, where EUR 11.2 million was successfully raised, and investor demand exceeded supply more
than 30%.
• Strong support from credit institutions: During the reporting year, a significant portion of the Group’s loans was refinanced
under more favourable terms, demonstrating the continued commitment of credit institutions to finance the Group.
Furthermore, subsequent to the reporting period, credit institutions provided additional financing of EUR 24.32 million,
confirming their confidence in the Group’s business model and financial position.
• Improved cash flow outlook: In 2026, several projects that were under development as of 31 December 2025 were
successfully completed. Consequently, the Group’s budgets for 2026 forecast higher cash flows compared to 2025, further
strengthening the Group's liquidity position.
• Strategic flexibility: To optimize the cost of capital, management continues to evaluate several placement alternatives,
including a mix of institutional and retail investors and the potential utilization of Nordic capital markets alongside Nasdaq
Vilnius.
• Business expansion: The portion of the issuance exceeding refinancing needs will be allocated to business development,
which, in management’s assessment, will further strengthen the Group’s long-term cash flows and capital structure.
Based on the circumstances outlined above, Management does not see any material uncertainty regarding the successful refinancing
of current short-term liabilities. In Management's assessment, the primary remaining uncertainty relates not to the availability of
refinancing itself, but to the applicable interest rate at the time of issuance, which Management expects may be lower than the current
rate. Therefore, these consolidated financial statements have been prepared on a going concern basis.
3.27. Subsequent events
In January 2026, the Group has successfully received construction permits for the development of two new grocery stores in Vilnius
and Pabradė. Both projects have already secured long-term lease agreements.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
39
In February 2026, the Group acquired a retail park in Konin, Poland, further expanding its Polish retail portfolio. Following the
completion of this acquisition, the Group fulfilled the conditions for a subsequent drawdown under its existing financing agreement
with the credit institution, resulting in the disbursement of an additional EUR 12.75 million.
During the first quarter of 2026, in addition to the already financed Utena retail park, the Group secured financing from a credit
institution for the development of five more grocery stores in Vilnius, Klaipėda, Klaipėda district and Pabradė. The bank will provide
up to EUR 24.32 million in financing.
In March 2026, the Group has successfully completed the construction of a grocery store in Vilnius, located at Burbiškių g. 31. Total
investments in the project amount to nearly EUR 5 million.
There were no other significant events at the Company after the end of the reporting period.
These consolidated financial statements have been electronically signed by:
Director of management company
Vilma Tvaronavičienė
Company manager
Paulius Nevinskas
Representative of accounting company
Tadas Pranckevičius
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
40
Consolidated management report
General information
Special closed-end real estate investment company AB Tewox (hereinafter referred to as the Company or together with its
subsidiaries as the Group) registered in the Republic of Lithuania on 6 April 2021, registration no. 305733600. The address of the
Company is Jogailos st. 4, Vilnius. The data is stored and compiled with the State Enterprise Centre of Registers. On 26 April 2021
the Supervision Service of the Bank of Lithuania approved the Articles of Association of the Company and allowed to choose the
depositary. The code given to the Company is F095.
The Company's purpose is to earn a return to shareholders on investments in income-generating real estate objects in the Baltic Sea
Region countries – Lithuania, Latvia, Estonia, Finland, Sweden, Denmark, Poland, and Germany.
The period of operation of the Company is 50 years from the day when the Supervision Service of the Bank of Lithuania approves
the Articles of Association of the Company, i.e. until 26 April 2071 when the shares will be redeemed by the Company from its
shareholders. During the period of the Company's operation, the redemption of shares is restricted.
The management of the Company has been transferred to the management company UAB Lords LB Asset Management (hereinafter
referred to as the Management Company), which was established and registered on 8 September 2008, the company code
301849625, registered office address at Jogailos st. 4, Vilnius, Republic of Lithuania. The Management Company’s data is compiled
and stored with the Register of Legal Entities of the Republic of Lithuania. Based on the decision of the Lithuanian Securities
Commission, dated 23 December 2008, UAB Lords LB Asset Management was granted License (no. VĮK – 016) to engage in the
activities of a management company in accordance with the Lithuanian Law on Collective Investment Undertakings. Based on
Decision no. 03-201 of the Board of the Bank of Lithuania, dated 5 December 2013, the asset management company’s License no.
VĮK – 016 was expanded with the right to manage collective investment undertakings, established under the Lithuanian Law on
Collective Investment Undertakings Intended for informed Investors. On 23 June 2015 the Management Company was granted
License (no. 1) to engage in the activities of a management company under the Lithuanian Law on Managers of Alternative Collective
Investment Undertakings.
The depositary of the Company is AB Swedbank, company code 112029651, registered office address at Konstitucijos pr. 20A,
03502, Vilnius, Lithuania.
Objective overview of the Group’s financial position, performance and development
The net asset value (NAV) of the Company and the number of participants as at 31 December 2025 and 31 December 2024 are
given in the table below:
31 December 2025
31 December 2024
NAV
45,679,456.84
43,448,280.14
Number of participants
38
36
The change in the value of the Company's shares and the annual gross and net return on investment in the investment portfolio are
shown in the table below. The calculations were based on the net assets value calculated by the Company.
Period
Current
1 year ago
2 years ago
10 years ago
Change in share value, EUR
0.0533 €
0.0736 €
0.0264 €
-
Annual gross return on investments, %
4.84%
3.24%
-0.47%
-
Annual net return on investments, %
3.42%
1.74%
-1.95%
-
Standard deviation of change in value of the share, EUR
0.0352 €
0.0339 €
0.0196 €
-
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
41
The average change in share value over the same period, the change in average net investment return over the last three, five, ten
years:
Over 3 years
Over 5 years
Over 10 years
Since the start
of operations
Average change in share value, %
5.18%
-
-
1.76%
Average gross return on investments, %
1.05%
-
-
-7.46%
Average net return on investments, %
2.52%
-
-
-5.93%
Standard deviation of change in value of the share, EUR
0,0295 €
-
-
0.0690 €
Maximum and minimum share values:
Current period
Previous period
Date
Value
Date
Value
Minimum value of the share
2025-04-30
1.0053
2024-04-30
0.9359
Maximum value of the share
2025-05-31
1.1165
2024-11-30
1.0462
Annual net return on investment – the investment return calculated taking into account trading and management expenses.
Annual gross return on investment – the investment return calculated taking into account trading expenses.
Standard deviation of change in value of investment unit is a statistical risk indicator that shows the magnitude of fluctuations in the
unit’s value compared to their average change.
Average change in the value of an accounting (investment) unit is a geometric mean of annual relative changes in the values of the
units during a certain period, expressed as annual interest.
Average gross return on investment is a gross return during a certain period, expressed as annual interest.
Average net return on investment is a net return during a certain period, expressed as annual interest.
Risks and other uncertainties
The Group is exposed to various risks in its activities. The data on the risks incurred by the Group are presented in the annual
consolidated financial statements in sufficient detail and require no additional references or explanations.
Analysis of financial and non-financial performance
Analysis of the Management Company's non-financial performance, information related to issues of environmental
protection, including actions on climate change, personnel, anti-corruption and anti-bribery, including bribery of foreign
officials when conducting international business transactions
The company is managed by the Management Company (Lords LB Asset Management); therefore it is subject to all approved
procedures and policies of the Management Company. When making investment decisions, the Management Company considers
the areas of sustainability relevant to the specific investment, related to the sustainability, ethical, social and environmental impact of
the investment. Also, the Management Company has approved the Environmental, Social and Sustainable Governance Policy, by
which the Management Company undertakes to consider the key aspects of sustainability when making investments, carrying out
due diligence on investments, monitoring and evaluating the Company's investments under management, to the extent practicable
under the circumstances and in view of the Management Company's commitment to earn the best possible returns for investors and
to always act in their best interests.
1. Actions of a responsible business implemented at the Management Company
In its activities, the Management Company applies the Human Resources Management Procedure and the Remuneration Policy,
which define that the Management Company organizes its activities in such a way that employees, based on their current job positions
and the need to improve their qualifications, are guaranteed equal working conditions, opportunities to develop competence, etc. And
also equal opportunities, regardless of employees' gender, race, nationality, language, origin, social status, faith, beliefs or opinions,
age, sexual orientation, disability, ethnicity, religion, marital status, membership in a political party or association, etc. In accordance
with the Human Resources Management Procedure and other procedures of the Management Company, the Management Company
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
42
ensures the possibility to report inappropriate working conditions, inappropriate or discriminatory behaviour through confidential
channels.
In 2019 the Management Company joined the Principles for Responsible Investment (hereinafter - PRI) supported by the United
Nations. PRI established in 2006 is a global network of over 1.7 thousand investment managers. PRI seeks to assess the impact of
investments on environmental, social and governance factors. A cost-effective, sustainable global financial system is seen as
essential to creating long-term value. Investors who support the principles voluntarily seek to apply them in their investment activities.
PRI defines six principles of responsible investment. They include possible actions for incorporating environmental, social and
business governance factors into investment practices, starting with the analysis of investment opportunities, decision-making
processes, and ending with their inclusion in property implementation policies and practices. In addition, it is intended that companies
applying these principles promote their implementation in the market and cooperate in order to implement them more effectively.
In addition, since 2015 the Management Company has been committed to complying with the principles of the United Nations Global
Compact. The Management Company supports and adheres to the ten principles of the United Nations Global Compact in the areas
of human rights, labour rights, environmental protection, and anti-corruption. By supporting the United Nations Global Compact, we
aim to contribute to the achievement of the Sustainable Development Goals (SDGs) and align our daily activities and investments
with the aforementioned goals.
By implementing PRI's principles of responsible investment and the principles of the United Nations Global Compact, on 22 December
2022 the Management Company updated the Responsible Investment Policy, which sets out the main sustainability implementation
measured through which the Management Company seeks to contribute to public welfare, promote sustainable governance and
achieve long-term investment goals. The policy applies to all activities of the Management Company, managed collective investment
undertakings, functions and employees. The policy is periodically reviewed and updated as necessary.
The Management Company is certified in accordance with the ISO 14001 environmental management system standard, which
ensures systematic management of environmental aspects, compliance with legal requirements, and continuous improvement of
environmental performance. The certification confirms that the company applies structured processes to reduce the environmental
impact of its activities.
2. Environmental protection and action on climate change
The Management Company is not committed to achieving climate change goals, but assesses and, if necessary, takes appropriate
actions to manage risks related to climate issues. The Management Company is improving its processes and regularly reviews
opportunities to address and achieve specific climate change objectives.
The Management Company acknowledges the potential impact of its investments on sustainability risks and has integrated the
assessment of sustainability risks into its investment decision-making procedures. It also recognizes its responsibility and assesses
the potential impact of sustainability risks on the value of investments; however, it does not take into account adverse impacts on
sustainability factors at the entity level. Currently, the assessment is carried out at the financial product level, i.e. for collective
investment undertakings that promote environmental characteristics or have sustainable investment as their objective, as defined in
Articles 8 and 9 of Regulation (EU) 2019/2088 of the European Parliament and of the Council on sustainability‐related disclosures in
the financial services sector.
The purpose of the Company is not sustainable investment, as defined in Regulation (EU) 2019/2088 of the European Parliament
and Council of 27.11.2019 on the disclosure of information related to sustainability in the financial services sector.
At the same time, the Management Company identifies potential principal adverse impacts on sustainability and sets priorities in its
Responsible Investment Policy, Operational Organization Policy, and through dialogue with stakeholders. In line with the United
Nations-supported Principles for Responsible Investment, this enables the company to expand its knowledge and ensure that it is
aware of the potential and actual impact of its investments on sustainability.
3. Anti-corruption and bribery, bribery of foreign officials in international business transactions
In order to reduce the risk of external and internal bribery, the Management Company applies internal procedures that ensure
transparency of operations by preventing the possibility of being involved in crimes.
In its activities, The Management Company has adopted a Conflicts of Interest Prevention Policy, which sets out the general standards
of conduct to be followed by the Management Company’s employees in the course of their activities. This policy serves as a set of
professional conduct guidelines that establishes measures for identifying, managing, monitoring, disclosing, and resolving potential
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
43
conflicts of interest. The Management Company has also approved the Incentives Policy in its activities, the purpose of which is to
ensure that the Management Company and its employees, when providing management services of collective investment
undertakings, act honestly, fairly and professionally, in the best interests of the collective investment undertakings, avoiding any
conflicts of interest, related to the receipt or provision of incentives, since such provision or receipt of incentives may lead to biased
behaviour and thereby violate the obligation to act in the best interests of collective investment undertakings.
4. Additional non-financial information, disclosure of information related to sustainability
Since the number of employees of the Management Company does not exceed 500 (as of 31 December 2025, the number of
employees of the Management Company was 38 employees), the Management Company is not subject to requirements regarding
the non-financial reporting.
Market analysis of shopping centres
In 2025, the retail real estate market in the Baltic Sea region remained stable. Market stability was supported by gradually recovering
household purchasing power, stabilized inflation (according to Eurostat, inflation in Lithuania was 3.4% in 2025 and 2.5% in the
EU27), and moderate growth in domestic consumption following the high-inflation period of 2022–2023 (based on the Harmonized
Index of Consumer Prices, Eurostat data show inflation in Lithuania at 18.9% and 8.7% in 2022 and 2023 respectively, and 9.2% and
6.4% in the EU27).
In the shopping centre segment, occupancy levels remained high, particularly in properties anchored by grocery stores and tenants
providing everyday goods and services, which tend to be more resilient to economic fluctuations. Taking into account moderate
economic growth forecasts and stabilized inflation, relatively stable conditions in the retail real estate market across the region are
expected to continue in the near term.
The aforementioned trends are reflected in the annual changes in sales of food, beverages, and tobacco presented in the table below.
Annual changes in sales of food, beverages and tobacco*
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Lithuania
2.6
0.6
3.4
1.9
2.4
5.9
-5.9
-4.0
4.0
1.3
Latvia
-1.3
4.0
4.2
1.1
3.6
-3.7
-0.8
-5.0
-1.5
-1.8
Estonia
1.1
-2.2
-1.4
3.9
3.6
4.3
-3.0
-4.0
-3.3
-4.3
Poland
2.8
4.6
3.9
-0.2
-2.1
-1.1
9.5
-4.0
0.8
-1.1
Denmark
0.3
-1.4
0.0
-0.5
3.5
-0.3
-5.5
-2.1
-1.3
-0.2
Sweden
0.9
0.5
1.3
1.0
1.7
1.7
-1.9
-3.6
1.1
0.2
Finland
0.4
1.8
0.4
0.1
5.4
0.5
-4.9
-2.0
0.1
-0.5
Germany
0.4
2.2
1.6
1.5
5.3
-1.7
-4.8
-3.7
0.7
1.6
*The current year is compared against the corresponding period of the previous year. Adjusted for inflation indicators.
Source: Eurostat
Analysis of the financial and non-financial performance of subsidiaries controlled by the Group
As at 31 December 2025 the Company controlled the following subsidiaries:
Subsidiary
Country
Acquisition
date
Ownership
interest
Number of
shares
Nominal value,
EUR
UAB Janonio 27
LT
18/06/2021
100%
4,741,585
1.00
UAB Investicija 21
LT
26/08/2021
100%
1,356,000
1.00
SIA Gronvest
LV
25/10/2021
100%
2,800
1.00
UAB SMI Alytus
LT
27/10/2021
100%
18,500
2.90
UAB BFIII Kaunas
LT
23/11/2021
100%
3,955
144.81
UAB Kuršėnų turtas
LT
31/01/2022
100%
1,108,000
1.00
Peppercorn 8 Sp. z o.o.
PL
01/02/2022
100%
100
11.85
Reninvest Holdings OÜ
EE
31/08/2022
100%
1
10,000.00
UAB Esulda
LT
20/10/2022
100%
1,872,850
1.00
KA Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
44
Subsidiary
Country
Acquisition
date
Ownership
interest
Number of
shares
Nominal value,
EUR
PR Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
SW Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
PU Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
GL Park Sp. z o.o.
PL
24/11/2022
100%
100
11.85
UAB MD Europa
LT
13/12/2022
100%
100,000
0.29
UAB Lairina
LT
18/05/2023
100%
778,600
1.00
Valcutel Investments sp. z o.o.
PL
22/08/2023
100%
100
11.85
KO Park Sp. z o.o.
PL
22/08/2023
100%
100
11.85
Baixeredost Investments sp. z o.o.
PL
26/09/2023
100%
100
11.85
UAB JUPA turtas
LT
22/10/2024
100%
766 500
1.00
UAB Tewox Operations
LT
29/04/2025
100%
1,000
1.00
NY Park Sp. z o.o.
PL
30/09/2025
100%
100
11.85
As at 31 December 2024 the Company controlled the following subsidiaries:
Subsidiary
Country
Acquisition
date
Ownership
Interest
Number of
shares
Nominal value,
EUR
UAB Janonio 27
LT
18/06/2021
100%
1,226,500
1.00
UAB Investicija 21
LT
26/08/2021
100%
1,356,000
1.00
SIA Gronvest
LV
25/10/2021
100%
2,800
1.00
UAB SMI Alytus
LT
27/10/2021
100%
18,500
2.90
UAB BFIII Kaunas
LT
23/11/2021
100%
3,955
144.81
UAB Kuršėnų turtas
LT
31/01/2022
100%
1,108,000
1.00
Peppercorn 8 Sp. z o.o.
PL
01/02/2022
100%
100
11.72
Reninvest Holdings OÜ
EE
31/08/2022
100%
1
10,000.00
UAB Esulda
LT
20/10/2022
100%
2,500
1.00
KA Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
PR Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
SW Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
PU Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
GL Park Sp. z o.o.
PL
24/11/2022
100%
100
11.72
UAB MD Europa
LT
13/12/2022
100%
100,000
0.29
UAB Lairina
LT
18/05/2023
100%
2,500
1.00
Valcutel Investments Sp. z o.o.
PL
22/08/2023
100%
100
11.72
KO Park Sp. z o.o.
PL
22/08/2023
100%
100
11.72
Baixeredost Investments Sp. z o.o.
PL
26/09/2023
100%
100
11.72
UAB JUPA turtas
LT
22/10/2024
100%
1,000
1.00
The main activity of the subsidiaries is the development and management of real estate. Subsidiaries generate income from real
estate objects located in Lithuania and Poland, except for the dormant subsidiaries SIA Gronvest and Reninvest Holdings OÜ
operating in Latvia and Estonia.
The financial data and additional disclosures in the annual financial statements of these subsidiaries are in sufficiently detail and
require no additional references or explanations.
The number of all own shares acquired and held by the Group, their nominal value and the share of the authorized share
capital they represent
The paid-up share capital of the Group as at 31 December 2025 amounted to EUR 41,863,344 (as at 31 December 2024 – EUR
41,863,344). The Group’s share capital is divided into 41,863,344 ordinary shares with a nominal value of EUR 1 per share. As at 31
December 2025, share premium amounted to EUR 636 (as at 31 December 2024 – EUR 636). The Group has no own shares.
Information on significant events after the end of the financial year
In January 2026, the Group has successfully received construction permits for the development of two new grocery stores in Vilnius
and Pabradė. Both projects have already secured long-term lease agreements.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
45
In February 2026, the Group acquired a retail park in Konin, Poland, further expanding its Polish retail portfolio. Following the
completion of this acquisition, the Group fulfilled the conditions for a subsequent drawdown under its existing financing agreement
with the credit institution, resulting in the disbursement of an additional EUR 12.75 million.
During the first quarter of 2026, in addition to the already financed Utena retail park, the Group secured financing from a credit
institution for the development of five more grocery stores in Vilnius, Klaipėda, Klaipėda district and Pabradė. The bank will provide
up to EUR 24.32 million in financing.
In March 2026, the Group has successfully completed the construction of a grocery store in Vilnius, located at Burbiškių g. 31. Total
investments in the project amount to nearly EUR 5 million.
There were no other significant events at the Company after the end of the reporting period.
The Group’s business plans and forecasts
The Group’s goal is to accumulate the funds of the shareholders by distributing the shares in accordance with the procedure laid
down in the Articles of Association and by dividing the risk of collectively investing them in the assets specified in the Articles of
Association, in accordance with the Group's investment strategy and in compliance with the investment requirements established by
legal acts. In order to achieve this goal, the Group carries out investment and reinvestment activities.
Plans and strategy
The Group plans to:
- invest in the projects of food supermarkets and commercial parks in the Baltic Sea Region;
- diversify its portfolio both geographically and through the acquisition of assets operated by different food operators;
- build a portfolio that generates stable and predictable cash flow in the market. Such cash flow over time is expected to increase as
a result of indexation of rental prices.
- actively explore opportunities to acquire assets that would be located in densely populated areas and close to the major transport
corridors.
Information about the Group's research and development activities
No such activities are carried out.
Information on the objectives of financial risk management, use of the hedging instruments qualifying for hedging
accounting and the Group's exposure to price risk, credit risk, liquidity risk and cash flow risk when the Group uses financial
instruments and where this is relevant for the valuation of the Group's assets, equity, liabilities, income and expenses
This information is disclosed in Note 2.5 of the consolidated financial statements.
Information about other executive positions held elsewhere by the head of a public limited liability company and a private
limited liability company, members of the board, members of the supervisory board
The Group has no Board. Management has been transferred to the Management Company.
Board of the Management Company: As at 31 December 2025 the Board consisted of 5 members:
Jan Ake Gustaf Litborn;
Mindaugas Marcinkevičius;
Andrius Stonkus;
Antanas Vainauskas;
Marius Žemaitis.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
46
Data on the participation of the Board members in activities and capital of other companies, bodies and organizations:
No.
Member of the
Board
Name of company, body or
organization
Position held
Ownership interest and
votes held
1.
Antanas
Vainauskas
UAB Serenus
Shareholder, CEO
100%
UAB INVESTI LT
CEO
50% of shares are
owned by UAB Serenus
Law firm Vainauskas and partners
Lawyer
100%
UAB LL Investicijos
Member of the Board
0%
UAB TAN Oil
Member of the Board
0%
UAB Emont
CEO
100% of shares are
owned by UAB Serenus
2.
Mindaugas
Marcinkevičius
UAB Glera
Shareholder, CEO
100%
UAB Taikos projektas
Shareholder, CEO
100%
UAB Biruliškių projektas
Shareholder
100%
OÜ Attexo
Shareholder, Member of the Board
100%
UAB Ordeta
Member of the Board
0%
AS PN Project
Member of the Supervisory Council
0%
3.
Andrius Stonkus
UAB Aemulus
Shareholder
100%
Starlynx investment OU
Member of the Board
100%
UAB Konversijos projektai
Indirect shareholder (through UAB
Aemulus)
100%
UAB Parkdema
Member of the Board
0%
UAB Cogito Invest
CEO, Member of the Board
0%
UAB Humitas
Indirect shareholder (through
Starlynx investment OÜ)
50%
AB Sparta
Member of the Supervisory Council
0%
AS PN Project
Member of the Supervisory Council
0%
UAB Sostinės bokštai
Member of the Board
0%
AB CRANBALT
Member of the Board
0%
4.
Jan Ake Gustaf
Litborn
Born Law AB
Managing Partner
0%
Born Law KB
Managing partner (through Born
Law AB)
0%
Varakani AB
Shareholder
100%
Donap AB
Shareholder
100%
Atlant Ocean Racing AB
Shareholder
19%
Backastad AB
Shareholder
15%
5.
Marius Žemaitis
Vilnius Jesuit High School
Endowment
Member of the Board
0%
Central Development Fund
Fund manager
0%
UAB Inrega
CEO
0%
Lords LB Special Fund I Subfund A
Fund manager
0%
UAB Investmira
CEO
0%
UAB Investmiros valdymas
CEO
0%
EPF 1 PL Sp. z o.o.
CEO
0%
Right Bank Development Fund
Fund manager
0%
UAB Kvartalas
CEO
0%
Lords LB Special Fund III
Fund manager
0%
UAB Vilniaus miesto projektai
CEO
0%
AS PN Project
Member of the Supervisory Council
0%
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated management report for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
47
Information on the remuneration of the members of the Group’s management and supervisory bodies
The management of the Group’s parent company has been assigned to the Management Company, which performs the functions of
the Company’s board and executive. A management fee is paid to the Management Company for these services. The Group does
not have its own approved remuneration policy. To the extent appropriate and relevant based on the Company's structure, the
Company adheres to the compensation policy approved by the Management Company's board, and the remuneration of the Group’s
management is determined by the Management Company. Information on the amounts of the management fee and the salary paid
to the management is disclosed in Note 3.25. of the consolidated financial statements. The Group has not established any collegial
bodies that perform supervisory functions. The Group does not have a separate website and does not publish this information.
This consolidated management report has been signed electronically by the
Manager of special closed-end real estate investment company AB Tewox
Paulius Nevinskas
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
48
Corporate governance reporting
Special closed-end real estate investment company AB Tewox (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 Vilnius, hereby discloses
how it complies with the Corporate Governance Code for the Companies listed on Nasdaq 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. Free-form summary of corporate governance report:
The Company is a collective investment undertaking, the form of activity of which is a special closed- ended real estate investment
company. The management bodies of the Company are not formed. 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 (hereinafter – LCIU) and on Lithuanian Corporate Law
(hereinafter – LCL), 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,
while certain decision may also be made by the Board members of the Management Company.
The General Meeting of Shareholders of the Company operates under the same competence, convening, and decision-making
procedures as specified in the LCL, 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
LCL. The General Meeting of Shareholders does not have the right to make decisions that, according to Company’s Articles of
Association, fall within the competence of the Management Company or to make decisions on matters that, under the law or other
documents of the Company and/or the Management Company, are the responsibility of the management bodies.
2. Structured table:
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
COMMENTS
1.1. All shareholders should have equal access to the
information and/or documents provided for in the
legislation and should be able to participate in decisions
of importance to the Company.
YES
The Shares of the Company are not listed for
trading on the NASDAQ Stock Exchange. The
Company has issued bonds on NASDAQ Stock
Exchange under ISIN LT0000409567.
Shareholders are notified about upcomming
shareholder meetings via individual emails, 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 capital of the Company
should consist only of shares that give the holders of
such shares equal voting, ownership, dividend and other
rights.
YES
The Company’s share capital consist of ordinary
shares with equal nominal values, wich are not
divided into different types and/or classes, thus
granting equal rights to all Company shareholders.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
49
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
1.3. It is recommended that investors should be given
the opportunity to familiarize themselves with the
rights attached to new or existing shares in advance,
i.e. before purchasing them.
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 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 Company’s annual activity
report are provided before the conclusion of
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
50
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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 an vote i 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
section 1.7. of this report.
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
1
or other competent
persons related to the Company who ca 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 include 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.
2 principas: 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.
1
For the purposes of this Code, heads of the administration are the employees of the company who hold top level management positions.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
51
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
2
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.
2.2. Formation of the supervisory board
The procedures for forming the supervisory board should ensure proper resolution of conflicts of interest and effective and fair
corporate governance of the Company.
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
52
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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.
NOT
APPLICABLE
Neither the Company, nor the Management
Company has a supervisory board.
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.
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.
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
53
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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 fullfils the functions of the Company’s Board
Members and Manager. 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 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.
3.1.4. Moreover, the management board should ensure
that the measures included into the OECD Good
Practice Guidance
3
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
Management has been assigned to the
Management Company, which fullfils the functions
of the Company’s Board Members and Manager.
The Management Company has approved
compliance, risk management policies and policy
governing the organization of operations.
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 fullfils the functions
of the Company’s Board Members and Manager.
The Management Company’s Board makes the
decision on appointing the Company’s authorized
representative – the Company’s manager – by
assesing their experience, knowledge,
competencies and reputation, and submits a
notification of such appointment to the Bank of
Lithuania.
3
Link to the OECD Good Practice Guidance on Internal Control, Ethics and Compliance: https://www.oecd.org/daf/anti-bribery/44884389.pdf
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
54
3.2. Formation of the management board
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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 Company’s executives in
the activities of other companies is presented in
the Company’s management report.
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
has 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.
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
55
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
4
, 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 assesment 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.
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 status of the Company, collegial bodies
are not formed within the 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.
4
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
56
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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.
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.
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.
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
57
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
COMMENTS
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
5
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.
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.
NOT
APPLICABLE
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.
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.
Pursuant to the Requirements for Audit
Committee Members applicable to the
Company, approved by the Board of the Bank
of Lithuania on 24 January 2017, Resolution
No. 03-14, paragraph 9, the Company
appoints three members to its Audit
Committee, who are required to meet the
independence criteria and possess
professional experience in financial
accounting or financial statement auditing.
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.
Since, due to the nature of the Company’s
operations, no collegial bodies are
established, the Company’s Audit Committee
Regulations, which define the powers of the
Audit Committee, are approved by a
resolution of the general meeting of
shareholders. In accordance with the
Company’s Audit Committee Regulations, the
Audit Committee submits a written report on
its activities to the annual general meeting of
shareholders at least once a year.
5
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
58
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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.
NOT
APPLICABLE
In accordance with the Company’s Audit
Committee Regulations, the Committee has
the right to decide whether the Company’s
manager or the head of the Management
Company, the chief financial officer (or other
senior employees responsible for finance and
accounting), the internal auditor, and the
external auditor should attend its meetings
(and, if so, at which times). The Committee
also has the option, if necessary, to meet with
the relevant individuals without the presence
of management or members of the governing
bodies.
5.2. Nomination committee
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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 is 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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
59
5.3. Remuneration committee
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
management and the delegation,
Remuneration committee is not formed.
5.4. Audit committee
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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 Audit Committee Regulations comply with
the requirements of European Union legislation
regarding audit obligations established for certain
public-interest entities, the provisions set out in
the Lithuanian Law on the Audit of Financial
Statements and Other Assurance Services, and
the regulations established by resolutions of the
Board of the Bank of Lithuania. In addition, the
development of the Audit Committee Regulations
took into account the applicable Corporate
Governance Code.
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.
Audit Committee members are familiarized with
the Company’s operational specifics and are
granted the right to obtain any documents and all
other information necessary for the proper
exercise of their functions. They may also engage
third parties to assist with special investigations
or other tasks. Audit Committee members are
provided with detailed information related to the
specific financial accounting, financial, and
operational characteristics of the public-interest
entity. The Audit Committee has the authority to
decide whether to meet with or invite to its
meetings the Company’s authorized
representatives, individuals responsible for the
Company’s finance and accounting, as well as
other persons who, in the opinion of the Audit
Committee members, can provide the information
necessary for the proper exercise of the Audit
Committee’s functions.
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
60
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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.
YES
The Audit Committee has the right to make
recommendations to the Company’s general
meeting of shareholders regarding the
selection, appointment, or dismissal of the audit
firm, as well as the terms of the contract with
such an audit firm. It may establish appropriate
criteria for selecting the audit firm, assess the
auditors’ qualifications and experience, request
information from the audit firm on the internal
quality control procedures applied and evaluate
it, require confirmation from the audit firm
regarding the knowledge, qualifications, and
experience necessary to perform the assigned
tasks, and maintain ongoing cooperation with
the auditors, obtaining information on the audit
work program, including the scope of financial
statement audit tasks, the materiality level
applied, and the process for identifying
significant risks.
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 semi-annual 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.
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
6.1 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 of the Company is assigned
to the Management Company, which performs
the functions of the Company's board and
manager. In accordance with the Management
Company's approved Conflict of Interest
Avoidance Policy, 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
COMMENTS
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 compensation policy approved
by the Management Company's board.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
61
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
Due to the status of the Company, collegial
bodies are not formed within the Company.
Management has been assigned to the
Management 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 du
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. However,
the policy provides for the possibility of
awarding variable remuneration in the form of
financial instruments.
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.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
62
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
8.1. The corporate governance framework should ensure
that the rights and lawful interests of stakeholders are
protected.
YES
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 th 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.
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 infractions, including but not limited to
breaches of personal data protection, violations of
laws and other regulations governing 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
COMMENTS
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 annual and interim financial
statements, to the extent necessary as per the
applicable legal requirements and the IFRS
Accounting Standards that are in force in the
European Union.
9.1.1. operating and financial results of the Company;;
YES
The Company publishes interim and annual
reports.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
63
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
9.1.2. objectives and non-financial information of the
Company;
YES
The Company publishes semi-annual and annual
management reports, the infromation 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;
YES
Information about the Company’s investors
(shareholders) is not publicly disclosed. This
information is provided in the Company’s
prospectus, financial statements and
management report, to the extect the Company
deems necessary.
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
Colleagial bodies are not formed within the
Company. Management has been assigned to the
Management Company. Information about the
Management’s Company’s Board and the
Company’s manager is disclosed in semi-annual
and annual management 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
Due to the status of the Company, the Company
has no employees. Management has been
delegated to the Management Company.
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.
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
delegated 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 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.
YES
The Company prepares semi-annual and annual
consolidated financial statements
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Corporate governance reporting for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
64
PRINCIPLES / RECOMMENDATIONS
YES / NO / NOT
APPLICABLE
COMMENTS
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
Collegial bodies are not formed within the
Company. Management has been assigned
to the Management Company. Information
about the Management’s Company’s Board
and the Company’s manager is disclosed in
semi-annual and annual management
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 system 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
COMMENTS
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
audit company PricewaterhouseCoopers,
UAB.
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 2024, the audit firm provided only audit
services to the Company.
Special closed-end real estate investment company AB Tewox
Registration number: 305733600, address: Jogailos st. 4, Vilnius
Consolidated financial statements for the year ended 31 December 2025
Management company UAB Lords LB Asset Management, reg. code: 301849625
(all amounts presented in EUR unless otherwise stated)
65
Statement of Responsible Persons
We hereby confirm that, to the best of our knowledge and belief, the consolidated financial statements of the Special Closed-End
Real Estate Investment Company AB Tewox and its subsidiaries (hereinafter – the “Group”) for the year ended 31 December 2025,
prepared in accordance with IFRS Accounting Standards, as adopted by the European Union, give a true and fair view of the Group's
financial position as at 31 December 2025, as well as its financial performance and cash flows for the year then ended.
The Group's consolidated management report provides a fair overview of the Group’s performance and business development, as
well as an accurate description of its financial position, principal risks, and uncertainties.
Paulius Nevinskas
Company’s manager signs Group’s consolidated financial
statements for 2025, the 2025 annual management report and
the statement of responsible persons.
Tadas Pranckevičius
Representative of company providing accounting services signs
Group’s consolidated financial statements for 2025 and the
statement of responsible persons.
Vilma Tvaronavičienė
Director of Management Company signs Group’s consolidated
financial statements for 2025 and the statement of responsible
persons.