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UTENOS TRIKOTAŽAS RAB
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS,
CONSOLIDATED ANNUAL MANAGEMENT REPORT
AND INDEPENDENT AUDITOR’S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
CONTENTS
Financial Statements:
Statements of Financial Position
2-3
Statements of Comprehensive
Income
4-5
Statements of Changes in Equity
6-7
Statements of Cash Flows
8-9
Notes to the Financial Statements
10-63
Confirmation of Responsible Persons
65
Management Report:
Consolidated Management Report
(incl. Remuneration Report)
66-104
Annex to the Management Report: Disclosure of Compliance with the Governance Code for the Year Ended 31 December
2025 105-119
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
2
Statements of Financial Position
Notes

|  | Group |  | Company |
|  | As at 31 December |  | As at 31 December |
|  | 2025 | 2024 | 2025 | 2024
ASSETS |  |  |  |  |
Non-current assets |  |  |  |  |
Intangible assets | 6 | - | 14 | - | 14
Property, Plant and Equipment | 7 | 5,225 | 6,572 | 5,225 | 5,819
Right-of-use assets | 17 | 187 | 267 | 187 | 117
Investment property | 8 | 2 | 145 | 2 | 145
Investments in subsidiaries | 9 | - | - | 61 | 1,066
|  | 5,414 | 6,998 | 5,475 | 7,161
Current assets |  |  |  |  |
Inventories | 10 | 4,279 | 3,689 | 4,279 | 3,654
Trade receivables | 11 | 839 | 586 | 839 | 544
Contract assets | 11 | 1,267 | 1,523 | 1,267 | 1,444
Other current assets | 12 | 364 | 355 | 364 | 329
Cash and cash equivalents | 13 | 372 | 2,354 | 372 | 936
|  | 7,121 | 8,507 | 7,121 | 6,907
Total assets |  | 12,535 | 15,505 | 12,596 | 14,068

Continued on the next page
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
3
Statements of Financial Position (continued)

|  | Group |  | Company |
|  | As at 31 December |  | As at 31 December |
|  | 2025 | 2024 | 2025 | 2024
EQUITY AND LIABILITIES |  |  |  |  |
LIABILITIES |  |  |  |  |
Equity attributable to the equity holders of the Company |  |  |  |  |
Share capital | 14 | 2,756 | 2,756 | 2,756 | 2,756
Legal reserve | 15 | 574 | 574 | 574 | 574
Revaluation reserve | 15 | 2,085 | 2,528 | 2,085 | 2,294
Reserve for acquisition of treasury shares | 15 | 1,000 | 1,090 | 1,000 | 1,000
Foreign exchange translation reserve | 15 | - | 1,202 | - | -
Retained earnings |  | (5,938) | (7,879) | (5,934) | (7,893)
|  | 477 | 271 | 481 | (1,269)
Non-controlling interest | 26 | - | 119 | - | -
Total equity |  | 477 | 390 | 481 | (1,269)
LIABILITIES |  |  |  |  |
Non-current liabilities |  |  |  |  |
Borrowings | 16 | 2,800 | 5,584 | 2,800 | 5,584
Borrowings from related entities | 16 | 2,335 | 2,335 | 2,335 | 2,335
Non-current lease liabilities | 17 | 88 | 429 | 88 | 51
Borrowings from subsidiaries | 16.26 | - | - | - | 1,469
Deferred tax liability | 24 | 505 | 537 | 505 | 491
Provisions for employee benefits | 18 | 176 | 229 | 176 | 119
Other non-current liabilities |  | 3,207 | 2,595 | 3,264 | 2,595
|  | 9,111 | 11,709 | 9,168 | 12,644
Current liabilities |  |  |  |  |
Current portion of non-current borrowings | 16 | 141 | 70 | 141 | 70
Other current liabilities | 16 | - | - | - | -
Current lease liabilities | 17 | 101 | 162 | 101 | 69
Trade payables |  | 517 | 351 | 517 | 287
Payables to other related parties and subsidiaries | 26 | 75 | 35 | 75 | 79
Contract liabilities | 11 | 889 | 748 | 889 | 748
Income tax payable |  | 70 | - | 70 | -
Accrued expenses and other current liabilities | 19 | 1,154 | 2,040 | 1,154 | 1,440
|  | 2,947 | 3,406 | 2,947 | 2,693
Total liabilities |  | 12,058 | 15,115 | 12,115 | 15,337
Total equity and liabilities |  | 12,535 | 15,505 | 12,596 | 14,068

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
4
Statements of Comprehensive Income
Notes

|  |  | Group |  | Company
|  | Year ended 31 | Year ended 31
|  | December | December
|  | 2025 | 2024 | 2025 | 2024
Revenue from contracts with customers | 5 | 22,895 | 17,796 | 21,925 | 15,071
Cost of sales | 20 | (19,811) | (17253) | (18,808) | (14,841)
Gross profit |  | 3,084 | 543 | 3,117 | 230
Selling expenses | 21 | (1,322) | (1,226) | (1,278) | (1,165)
General and administrative expenses | 21 | (2,164) | (2,747) | (1,813) | (1,654)
Other income | 22 | 549 | 2,075 | 520 | 34
Other expenses | 22 | (15) | (21) | (10) | (15)
Operating profit (loss) |  | 132 | (1,376) | 536 | (2,570)
Interest income | 23 | 2 | 12 | 41 | 60
Finance income | 23 | 676 | - | 676 | 2
Finance expenses | 23 | (1,287) | (526) | (1,193) | (952)
Profit (loss) before tax |  | (477) | (1,890) | 60 | (3,460)
Income tax | 24 | (44) | 25 | (45) | 23
Net profit (loss) for the year |  | (521) | (1,865) | 15 | (3,437)
Net profit (loss) attributable to: |  |  |  |  |
Equity holders of the Company |  | (474) | (1,791) | 15 | (3,437)
Non-controlling interests | 26 | (47) | (74) | - | -
|  | (521) | (1,865) | 15 | (3,437)
Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods |  |  |  |  |
Gain on foreign exchange |  | - | 169 | - | -
Total other comprehensive income/(loss) to be reclassified to profit |  | - | 169 | - | -
or loss in subsequent periods |  |  |  |  |

Continued on the next page
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
5
Statements of Comprehensive Income
(continued)

|  | Group |  | Company |
Notes | Year ended 31 |  | Year ended 31 |
| December |  | December |
| 2025 | 2024 |  | 2025 | 2024
Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods |  |  |  |  |
Actuarial gains (losses) relating to the pension |  |  |  |  |
18 |  | (53) | - | (53) | -
reserve |  |  |  |  |
Result of revaluation of non-current assets |  | (70) | - | (70) | -
Tax effect of revaluation of non-current assets |  | (52) | - | (52) | -
Other comprehensive income (expense) |  |  |  |  |
related to the write-off of the previous |  | - | - | - | -
revaluation reserve of AB Šatrija |  |  |  |  |
Impairment of the revaluation result of non- current assets |  | - | - | - | -
Total other comprehensive income/(loss) |  |  |  |  |
that will not be reclassified to profit or loss |  | (175) | - | (175) | -
in subsequent periods |  |  |  |  |
Other comprehensive income/(loss), net of tax |  | (175) | 169 | (175) | -
Total comprehensive income/(loss), net of tax |  | (696) | (1,696) | (160) | (3,437)
Total comprehensive income/(loss) attributable to: |  |  |  |  |
Equity holders of the Company |  | (649) | (1,624) | (160) | (3,437)
Non-controlling interests |  | (47) | (72) | - | -
|  | (696) | (1,696) | (160) | (3,437)
Loss/diluted loss per share (EUR) |  | (0.077) | (0.17) |  |

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
6
Statements of Changes in Equity

|  |  |  | Equity attributable to the Company’s shareholders |  |  |  |  |  |
|  |  |  | Reserve |  |  |  |  |  |
|  |  |  | for | Revaluat | Foreign | Retaine |  | Non- |
Group | Share | Legal |  | acquisitio | ion | currency | d | In | controlli | Total
| capital | reserve |  | n of | reserve | translatio | earning | total | ng | equity
|  |  |  | treasury |  | n reserve | s/(loss) |  | interest |
|  |  |  | shares |  |  |  |  |  |
Balance at 31 December | 2,756 |  | 574 | 1,090 | 2,630 | 1,035 | (6,190) | 1,895 | 191 | 2,086
2023 |  |  |  |  |  |  |  |  |  |
Net profit (loss) for the year | - |  | - | - | - | - | (1,791) | (1,791) | (74) | (1,865)
Other comprehensive income | - |  | - | - | - | 167 | - | 167 | 2 | 169
Total comprehensive income | - |  | - | - | - | 167 | (1,791) | (1,624) | (72) | (1,696)
Transfer of revaluation reserve | - |  | - | - | (102) | - | 102 | - | - | -
to retained earnings |  |  |  |  |  |  |  |  |  |
Balance at 31 December | 2,756 |  | 574 | 1,090 | 2,528 | 1,202 | (7,879) | 271 | 119 | 390
2024 |  |  |  |  |  |  |  |  |  |
Net profit (loss) for the year | - |  | - | - | - | - | (474) | (474) | (47) | (521)
Other comprehensive income | - |  | - | - | (122) | - | (53) | (175) | - | (175)
Total comprehensive income | - |  | - | - | (122) | - | (527) | (649) | (47) | (696)
Transfer of revaluation reserve | - |  | - | - | (87) | - | 87 | - | - | -
to retained earnings |  |  |  |  |  |  |  |  |  |
Disposal of shares and claims |  |  |  |  |  |  |  |  |  |
in the subsidiary PAT Mrija | - |  | - | - | - | (1,202) | 2,328 | 1,126 | (10) | 1,116
Impairment (bankruptcy) of the subsidiary Šatrija AB | - |  | - | (90) | (234) | - | 53 | (271) | (62) | (333)
Balance at 31 December | 2,756 |  | 574 | 1,000 | 2,085 | - | (5,938) | 477 | - | 477
2025 |  |  |  |  |  |  |  |  |  |

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
7
Statements of Changes in Equity (continued)
Company
Share capital
Legal
reserve
Revaluation
reserve
Reserve for
acquisition
of treasury
shares
Retained
earnings/(loss)
In total
Balance as at 31 December 2023
2,756
574
2,382
1,000
(4,544)
2,168
Net profit (loss) for the year
-
-
-
-
(3,437)
(3,437)
Other comprehensive income
-
-
-
-
-
-
Total comprehensive income/(loss)
-
-
-
-
(3,437)
(3,437)
Transfer of revaluation reserve to retained
earnings
-
-
(88)
-
88
-
Balance as at 31 December 2024
2,756
574
2,294
1,000
(7,893)
(1,269)
Net profit (loss) for the year
-
-
-
-
15
15
Other comprehensive income
-
-
(122)
-
(53)
(175)
Total comprehensive income/(loss)
-
-
(122)
-
(38)
(160)
Transfer of revaluation reserve to retained
earnings
-
-
(87)
-
87
-
Reorganisation of Utenoswear AB by merger
-
-
-
-
1,910
1,910
Balance as at 31 December 2025
2,756
574
2,085
1,000
(5,934)
481
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
8
Statements of Cash Flows
Group
Company
Year ended 31
December
Year ended 31
December

| Notes | 2025 | 2024 | 2025 | 2024
Cash flows from (to) operating activities |  |  |  |  |
Profit (loss) before tax |  | (477) | (1,890) | 60 | (3,460)
Adjustments for non-cash items: |  |  |  |  |
Depreciation and amortisation | 7 | 595 | 665 | 552 | 565
(Gain) loss from disposal of property, plant and equipment and investment property | 22 | (378) | (26) | (377) | (2)
Impairment and write-off (reversal) of accounts receivable, loans |  | 40 | (40) | 40 | (8)
granted and interest on loans |  |  |  |  |
Impairment of investments in subsidiaries |  | 1,006 | - | 1,006 | 424
Impairment and write-off (reversal) of non-current assets | 7 | - | 404 | - | -
Impairment and write-off (reversal) of inventories | 21 | 327 | 35 | 327 | 35
Elimination of finance (income)/costs | 23 | 135 | 306 | 134 | 279
Income tax expense/(benefit) | 24 | 44 | (25) | 45 | (23)
Changes in working capital: |  |  |  |  |
(Increase)/decrease in inventories |  | (917) | (1,224) | (952) | (1,245)
(Increase)/decrease in trade receivables |  | (294) | 839 | (335) | 778
(Increase)/decrease in contract assets |  | 256 | (179) | 176 | (258)
Decrease/(increase) in non-current receivables from subsidiaries |  | - | - | - | -
Decrease/(increase) in other receivables and other current assets |  | (9) | (226) | (35) | (223)
Increase/(decrease) in contract liabilities |  | 141 | 242 | 141 | 545
Increase (decrease) in trade payables and other accounts payable |  | 166 | 2,093 | 230 | 2,081
Increase/(decrease) in taxes payable and other current liabilities | 19 | (886) | (689) | 107 | (724)
Income tax (paid) |  | - | - | - | -
Net cash flows from operating activities |  | (251) | 285 | 1,119 | (1,236)
Cash flows used in investing activities |  |  |  |  |
Purchase of property, plant and equipment | 7 | (49) | (4) | (49) | (3)
(Purchase) of intangible assets and prepayments | 6 | - | - | - | -
Proceeds from sale of property, plant and equipment |  | 639 | 27 | 639 | 2
(Acquisition) of investments in subsidiaries |  | 676 | - | 676 | -
Loans granted |  | - | - | - | -
Interest received | 23 | - | 12 | 1 | 60
Net cash flows from investing activities |  | 1,266 | 35 | 1,267 | 59

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
9
Statements of Cash Flows (continued)

|  |  | Group |  |  | Company
|  |  | Year ended 31 |  | Year ended 31
|  |  | December |  | December
|  | Notes | 2025 | 2024 | 2025 | 2024
Cash flows from financing activities |  |  |  |  |  |
Loans received |  |  | 500 | 2,753 | 500 | 3,553
Loans repaid |  |  | (3,214) | (1,330) | (3,214) | (1,330)
Interest paid | 23 |  | (135) | (317) | (135) | (339)
Lease payments | 17 |  | (148) | (180) | (101) | (81)
Net cash flows from financing activities |  |  | (2,997) | 926 | (2,950) | 1,803
Net increase/(decrease) in cash and cash equivalents |  |  | (1,982) | 1,246 | (564) | 626
Cash and cash equivalents at the beginning of the year |  |  | 2,354 | 1,108 | 936 | 310
Cash and cash equivalents at the end of the year |  |  | 372 | 2,354 | 372 | 936

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
10
Notes to Separate and Consolidated Financial Statements
1. General information
UTENOS TRIKOTAŽAS AB (hereinafter “the Company”) is a joint-stock company registered in the Republic of Lithuania on 6 December
1994. The address of its registered office is as follows:
Basanavičiaus str. 122 ,
Utena,
Lithuania
The Company is engaged in production of knit-wear and textile articles.
The shares of Utenos trikotažas AB are listed on the Official List of the NASDAQ OMX Vilnius Stock Exchange.
As at 31 December 2025 and 2024, the shareholders of the Company were as follows:
2025
2024

| Number of | % of share | Number of | % of share
| Shares held | capital | shares held | capital
SBA Grupė UAB | 8,771 | 92.31 | 8,771 | 92.31
Other shareholders | 732 | 7.69 | 732 | 7.69
| 9,503 | 100 | 9,503 | 100

92.31% of the Company’s shares are owned by the parent company SBA Grupė UAB with 90% of the shares owned by Mr. A.
Martinkevičius.
As at 31 December 2025, the number of employees of the Company was 366 (as at 31 December 2024 – 396).
The Group consists of the Company and the following subsidiaries (hereinafter “the Group”):
* On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group. Pursuant to
this decision, the Company’s management recognized a 100% impairment loss on the subsidiary’s financial assets in the amount of
EUR 1,005,808.
** On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine, i.e. 98.87% out of the total 98.95% of shares held for EUR 515,000, as well as its claims to the receivables
totalling EUR 161,461.54.
*** On 19 September 2025, a reorganization was carried out whereby Utenoswear AB was merged into the Company and ceased to
exist as a legal entity (will not continue its operations).
As at 31 December 2025, the number of employees of the Group was 367 (31 December 2024 – 624).
The Group’s and the Company’s management authorised these financial statements for issue on 3 April 2026. The shareholders of
the Group and the Company have a statutory right to either approve or refuse to approve these financial statements and require the
management to prepare a new set of financial statements.
1
Upon sale of the rights to trade mark, the name ABOUTWEAR was changed to Utenoswear.

|  | Group’s | share | (%) | as | at | 31 |
|  | December |  |  |  |  |  |
| Registered office |  | 2025 |  |  |  | 2024 | Activity
Šatrija AB* | Šatrijos str. 3, |  | - |  |  |  | 89.78 | Manufacture of wearing
| Raseiniai |  |  |  |  |  |  | apparel
Gotija UAB | Laisvės ave. 33, |  | 100 |  |  |  | 100 | Retail trade
| Kaunas |  |  |  |  |  |  |
PAT MTF Mrija** | Tomas Masarik 13, |  | - |  |  |  | 98.95 | Production of knitted
| Mukachevo, Ukraine |  |  |  |  |  |  | articles
Utenoswear UAB 1 *** | Laisvės ave. 3, Vilnius |  | - |  |  |  | 100 | Production of knitted
|  |  |  |  |  |  |  | articles

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
11
2. Summary of Material Accounting Policies
Unless otherwise stated, the Company's separate financial statements are prepared using the same accounting principles as those
applied by the Group. The principal accounting policies applied in the preparation of the financial statements of the Group and the
Company for the year ended 31 December 2025 are set out below.
2.1 Basis of preparation
The financial statements of the Company and the Group have been prepared in accordance with IFRS Accounting Standards.
These financial statements have been prepared on a historical cost basis, except for buildings measured at revalued amounts and
derivative financial instruments measured at fair value.
2.2 Presentation of ESEF financial statements
The Group is required to present its annual accounts in the European Single Electronic Format (ESEF) using the XHTML format and
to label the consolidated financial statements, including the notes, using the Inline eXtensible Business Reporting Language (iXBRL).
The prepared annual financial statements comply with the 2024 taxonomy. If a line or a block of text in the financial statements is not
defined in the ESEF taxonomy, a taxonomy extension is created.
Adoption of new and/or amended IFRS and International Financial Reporting Interpretations Committee (IFRIC)
interpretations
New standards, amendments or interpretations to issued standards
a) The following standards, amendments and interpretations are mandatory for accounting periods beginning on or
after 1 January 2024
Amendments to IAS 21 Lack of Exchangeability (issued on August 2023, effective from 1 January 2025, early application is
possible):
Lack of Exchangeability amends IAS 21 The Effects of Changes in Foreign Exchange Rates to require an entity to apply a consistent
approach to assessing whether a currency is exchangeable into another currency and, when it is not, to determining the exchange
rate to use and the disclosures to provide.
The Company and the Group has not yet evaluated the impact of the implementation of these amendments.
b) Standards and amendments that have been approved but are not yet effective and have not been applied in advance
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024, effective
from 1 January 2026 with early application permitted)
The amendments are to the own-use requirements, and hedge accounting requirements, together with related disclosures. The scope
of the amendments is narrow, and only if contracts meet the specified scoping characteristics will they be in the scope of the
amendments.
The amendments include - clarifying the application of the ‘own-use’ requirements; permitting hedge accounting if these contracts are
used as hedging instruments; and adding new disclosure requirements to enable investors to understand the effect of these contracts
on a company’s financial performance and cash flows.
Amendments to IFRS 9 Financial Instruments
• the own-use requirements in IFRS 9 are amended to include the factors an entity is required to consider when applying IFRS
9:2.4 to contracts to buy and take delivery of renewable electricity for which the source of production of the electricity is
nature-dependent; and
• the hedge accounting requirements in IFRS 9 are amended to permit an entity using a contract for nature-dependent
renewable electricity with specified characteristics as a hedging instrument:
o to designate a variable volume of forecast electricity transactions as the hedged item if specified criteria are met;
and
o to measure the hedged item using the same volume assumptions as those used for the hedging instrument.
Amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 19 Subsidiaries without Public Accountability: Disclosures
The IASB amends IFRS 7 and IFRS 19 to introduce disclosure requirements about contracts for nature-dependent electricity with
specified characteristics
The amendments are effective for annual reporting periods beginning on or after 1 January 2026, with earlier application permitted.
The amendments shall be applied retrospectively;
prior periods need not be restated to reflect the application of the amendments.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
12
The Company has not yet evaluated the impact of the implementation of these amendments.
Annual Improvements Volume 11 (issued on 18 July 2024 effective from 1 January 2026, earlier application is permitted)
These amendments include clarifications, simplifications, corrections and changes aimed at improving the consistency of several
IFRS Accounting Standards. The amendments contained in the Annual Improvements relate to:
• IFRS 1 First-time Adoption of International Financial Reporting Standards - Hedge Accounting by a First-time Adopter
• IFRS 7 Financial Instruments: Disclosures:
o Gain or loss on derecognition
o Disclosure of differences between the fair value and the transaction price
o Disclosures on credit risk
• IFRS 9 Financial Instruments:
o Derecognition of lease liabilities
o Transaction price
• IFRS 10 Consolidated Financial Statements - Determination of a ‘de facto agent’
• IAS 7 Statement of Cash Flows - Cost Method.
These amendments are mandatory for financial years beginning on or after 1 January 2026; earlier application is permitted.
The Company has not yet evaluated the impact of the implementation of these amendments.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (issued on 30
May 2024 effective from 1 January 2026; earlier application is permitted)
Clarifying the classification of financial assets with environmental, social and corporate governance (ESG) and similar features—
ESG-linked features in loans could affect whether the loans are measured at amortised cost or fair value. Stakeholders asked how to
determine how such loans should be measured based on the characteristics of the contractual cash flows. To resolve any potential
diversity in practice, the amendments clarify how the contractual cash flows on such loans should be assessed.
Settlement of liabilities through electronic payment systems—stakeholders highlighted challenges in applying the derecognition
requirements in IFRS 9 to the settlement of a financial asset or a financial liability via electronic cash transfers. The amendments
clarify the date on which a financial asset or financial liability is derecognised. The IASB also decided to develop an accounting policy
option to allow a company to derecognise a financial liability before it delivers cash on the settlement date if specified criteria are met.
With these amendments, the IASB has also introduced additional disclosure requirements to enhance transparency for investors
regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments
with contingent features, for example features tied to ESG-linked targets.
The amendments are effective for annual reporting periods beginning on or after 1 January 2026. Earlier application of either all the
amendments at the same time or only the amendments to the classification of financial assets is permitted.
An entity is required to apply the amendments retrospectively. An entity is not required to restate prior periods to reflect the application
of the amendments, but may do so if, and only if, it is possible to do so without the use of hindsight.
The Company has not yet evaluated the impact of the implementation of these amendments.
IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024 effective from 1 January 2027)
IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals.
It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and
disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.
The Company has not yet evaluated the impact of the implementation of this standard.
IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024 effective from 1 January 2027)
IFRS 19 creates a reduced set of disclosures that certain in-scope entities can elect to apply instead of the disclosure requirements
set out in other IFRS Accounting Standards. However, what IFRS 19 does not do is change any of the recognition, measurement or
presentation requirements set out in other IFRS Accounting Standards
The objective of the Standard is to alleviate the reporting burden for eligible subsidiaries without public accountability. It achieves this
by working alongside other IFRS Accounting Standards, with eligible subsidiaries applying the recognition, measurement and
presentation requirements in other IFRS Accounting Standards, except for the disclosure requirements, replaced by the reduced set
of disclosures specified in IFRS 19.
The Company has not yet evaluated the impact of the implementation of this standard .
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
13
2.2 Consolidation and Business Combinations
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The financial statements
of the subsidiaries are prepared for the same reporting date using consistent accounting policies. A subsidiary is an entity controlled
directly or indirectly by the Company. The Company controls an entity when it has the ability or right to receive variable returns from
the relationship and those returns may be affected by the power to govern the investee. Subsidiaries are consolidated from the date
on which effective control is transferred to the Group and cease to be consolidated from the date on which the Group transfers control.
All intercompany transactions, balances and unrealised gains and losses on intercompany transactions have been eliminated. Equity
and net income attributable to non-controlling shareholders are presented separately in the statement of financial position and
statement of comprehensive income.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, measured at fair value at the acquisition date and the amount of any non-controlling interest in the
acquire, if any. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value
or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in
administrative expenses.
If the business combination is achieved in stages, at the acquisition date, the fair value of the acquirer’s previously held equity interest
in the acquiree is remeasured to fair value at the acquisition date in the statement of comprehensive income. Any contingent
consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair
value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with IFRS 9 in profit
or loss. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised
for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair
value of the net assets of the subsidiary acquired, the difference is recognised in the statement of comprehensive income.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses and is assessed for impairment at each
reporting date
2.3 Segment Reporting
Operating segments are reported in a manner consistent with the Group’s internal reporting provided to the chief operating decision-
maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the Board that makes strategic decisions.
2.4 Foreign currencies
(a) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which each entity operates (hereinafter “the functional currency”). These financial statements are presented in euro
(EUR), which is the Company’s functional and the Group’s and the Company’s presentational currency.
(b) Transactions and balances
Transactions in foreign currencies are converted based on their respective functional currency spot rates at the date the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at
the reporting date.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
14
2. Summary of Material Accounting Policies (continued)
2.4 Foreign currencies (continued)
Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items
that are designated as the Group’s net investment in a foreign subsidiary. In that case, the differences are recognised in other
comprehensive income. On disposal of a foreign subsidiary, the cumulative amount of the translation differences recognised in other
comprehensive income is reclassified to profit or loss. Tax charges attributable to exchange differences on those monetary items are
also recognised in other comprehensive income.
(c) Group companies
The functional currency of the Group Companies is EUR, except for the subsidiary PAT MTF Mrija, which operates in Ukraine and its
functional currency is UAH (Ukrainian hryvnia).
The results and financial position of all the Group entities that have a functional currency different from the presentational currency
are translated into the presentational currency as follows:
(i) assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
(ii) income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the rate on the dates of transactions);
(iii) all resulting exchange differences are recognised as a separate component of equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
operation and translated at the closing rate.
When a foreign operation is partially disposed of or sold, exchange differences that were recorded in other comprehensive income
are reclassified to profit and loss as part of the gain or loss on sale.
2.5 Intangible assets
(a) Goodwill
After initial recognition (Note 2.2), goodwill is measured at cost less any accumulated impairment losses. Goodwill is included in
intangible assets in the statement of financial position. Goodwill is tested for impairment on an annual basis (Note 2.10). Gains and
losses arising from the disposal of a business include the carrying amount of goodwill relating to the business sold .
(b) Computer software
Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use a specific software
and are further carried at acquisition cost, less subsequent accumulated amortisation and impairment losses. Computer software is
amortised using the straight-line method over their estimated useful lives (3 to 6 years).
2.6 Property, Plant and Equipment
Buildings are stated at revalued amounts less accumulated depreciation and impairment losses.
A building revaluation surplus is recorded in OCI and credited to the asset revaluation surplus in equity. However, to the extent that
it reverses a revaluation deficit of the same asset previously recognised in profit or loss, the increase is recognised in profit and loss.
A revaluation deficit is recognised in the statement of comprehensive income, except to the extent that it offsets an existing surplus
on the same asset recognised in the asset revaluation surplus. An annual transfer from the asset revaluation surplus to retained
earnings is made for the difference between depreciation based on the revalued carrying amount of the asset and depreciation based
on the asset’s original cost. Valuations are performed on a regular basis to ensure that the fair value of a revalued asset does not
differ materially from its carrying amount. Accumulated depreciation as at the revaluation date is eliminated against the gross carrying
amount of the asset and the net amount is restated to the revalued amount of the asset. Upon disposal, any revaluation surplus
relating to the particular asset being sold is transferred to retained earnings .

Buildings UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS (All amounts are in EUR thousand, unless otherwise stated) 2. Summary of Material Accounting Policies (continued) 2.6 Property, plant and equipment (continued) Other property, plant and equipment are carried at acquisition cost, less subsequent accumulated depreciation and impairment losses. The initial cost of property, plant and equipment comprises its purchase price, including non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Depreciation is started from the month following the month in which the asset is brought into use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to general and administrative expenses during the financial Depreciation on property, plant and equipment is calculated on a straight-line method by depreciating their cost to their residual values | 10 to 80 years period in which they are incurred. over their estimated useful lives, as follows:
Structures | 15 to 25 years
Vehicles | 4 to 11 years FOR THE YEAR ENDED 31 DECEMBER 2025 15 included into operating expenses in the profit and loss.
Machinery The assets’ residual values, depreciation method and useful lives are reviewed, and adjusted if appropriate, at each reporting date, ensuring that they are consistent with the expected pattern of economic benefits from items in property, plant and equipment. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.10). Impairment of property, plant and equipment as well as reversals of impairment during the year are Borrowing costs incurred in relation to acquisition of qualifying property, plant and equipment are capitalised. Other borrowing costs Construction in progress is transferred to appropriate groups of property, plant and equipment when it is completed and available for its intended use. When property is written-off or otherwise disposed, the cost and related depreciation are removed from the financial statements and any related gains or losses are determined by comparing proceeds with carrying amount and are included in operating profit . Property held for long-term rental yields and (or) capital appreciation and which is not occupied by the Company and the Group is classified as investment property. Investment property comprises freehold land and buildings. Investment property is stated at historical cost, less accumulated depreciation and impairment losses. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to general and administrative expenses during the financial period in which they are incurred. Land is not depreciated. Buildings are depreciated over their expected useful life (40 to 70 years) using the straight-line method by writing-off the cost of each asset to its residual value. Depreciation of investment property is recognised in other operating expenses. When the carrying amount of an asset is higher than its estimated recoverable amount, it is written down immediately to its recoverable amount (Note 2.10). Impairment of investment property as well as reversals for the year are included in operating expenses. Gains and losses on disposals are determined by comparing proceeds with the carrying amount and are included into operating profit. | 5 to 20 years Land is not depreciated. 2.7 Investment property
Other property, plant and equipment | 2 to 24 years are recognised as finance costs as incurred.

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
16
2. Summary of Material Accounting Policies (continued)
2.8 Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are tested annually for impairment. Assets that are subject to
amortisation and depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of the asset’s fair value less costs to sell and value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units). Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is
made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination
in which the goodwill arose.
Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each financial
statement date. Impairment losses on goodwill are not reversed.
2.9 Financial assets and financial liabilities
IFRS 9 Financial instruments
Financial instrument: a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
i) Financial assets
Initial recognition and measurement:
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other
comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and
the Group’s/Company’s business model for managing them. With the exception of trade receivables that do not contain a significant
financing component, the Group/Company initially measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component are
measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income OCI,
it needs to give rise to cash flows that are “solely payments of principal and interest (SPPI)” on the principal amount outstanding. This
assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s/Company’s business model for managing financial assets refers to how the Group/Company manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows,
selling the financial assets, or both.
A regular way purchases or sales of financial assets are recognised on the trade date, i.e., the date that the Group/Company commits
to purchase or sell the asset.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
17
2. Summary of Material Accounting Policies (continued)
2.9 Financial assets and financial liabilities (continued)
Subsequent measurement
After initial recognition, the Group/Company measures a financial asset at:
(a) Amortised cost (debt instruments)
(b) Fair value through other comprehensive income with recycling of cumulative gains and losses upon derecognition (debt
instruments). The Group/Company did not have such instruments as at 31 December 2025 and 2024.
(c) Fair value through other comprehensive income with no recycling of cumulative gains and losses upon derecognition (equity
instruments). The Group/Company did not have such instruments as at 31 December 2025 and 2024.
(d) Fair value through profit or loss (Note 2.5).
Financial assets at amortised cost (debt instruments)
The Group/Company measures financial assets at amortised cost if both of the following conditions are met:
(i) The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual
cash flows and
(ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to
impairment. Gains and losses are recognised in the statement of comprehensive income when the asset is derecognised, modified
or impaired.
The Group’s/Company’s financial assets at amortised cost includes trade, other current and non-current receivables, loans granted.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial
recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets
are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including
separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments
(under IFRS 9). Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at
fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified
at amortised cost or at fair value through other comprehensive income (OCI), as described above, debt instruments may be
designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting
mismatch. Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net
changes in fair value recognised in profit or loss (Note 2.5).
Impairment of financial asset
Under IFRS 9, the Group/Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group/Company expects to receive, discounted at an approximation of the original effective
interest rate.
(a) Impairment of trade receivables
For trade receivables and contract assets, the Group/Company applies a simplified approach in calculating ECLs. Therefore, the
Group/Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date. The Group/Company has established a provision matrix that is based on its historical credit loss experience, adjusted
for forward-looking factors specific to the debtors and the economic environment. The Group/Company considers a financial asset in
default when contractual payments are past due or when indications exist that the debtors or a group of debtors are experiencing
significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or
other financial reorganisation, and where observable data indicate that there is a measurable decrease in the estimated future cash
flows, such as changes in arrears or economic conditions that correlate with defaults. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
18
2. Summary of Material Accounting Policies (continued)
2.9 Financial Assets and Financial Liabilities (continued)
(a) Impairment of trade receivables (continued)
The Company/Group is also making allowances on individual assessment basis for certain debtors.
(b) Assessment of impairment of loans granted
The Company grants loans to the entities of the Group with a fixed maturity as it is disclosed in Note 4. Upon issuing a loan, expected
credit losses for 12 months are generally assessed and accounted. In subsequent reporting periods, when there is no significant
increase in credit loss risk related to the lessee, the Company modifies the balance of expected credit losses for 12 months with
regard to the remaining debt amount that is not yet repaid at the assessment date. If a lessee’s financial position significantly
deteriorates in comparison to the position upon issuing of the loan, the Company accounts all expected credit losses that fall within
maturity term. Loans with estimated credit losses within maturity term are considered as credit-impaired financial assets.
ii) Financial liabilities
Initial recognition and measurement:
Financial liabilities are classified as measured at amortised cost or fair value through profit or loss. The Group’s/Company’s financial
liabilities include trade and other payables, loans and borrowings including bank overdrafts, lease liabilities and derivatives.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon
initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the
purpose of repurchasing in the near term. This category also includes derivatives entered into by the Company that are not designated
as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for
trading unless they are designated as effective hedging instruments. Gains and losses arising from financial liabilities held for trading
are recognised in profit or loss.
Loans and other payables
After initial recognition, loans, borrowings and other payables are subsequently measured at amortised cost using the EIR method.
Gains and losses are recognised in the statement of comprehensive income, when the liabilities are derecognised as well as through
the amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of comprehensive income.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, i.e. to realise the
assets and settle the liabilities simultaneously.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
19
2. Summary of Material Accounting Policies (continued)
2.9 Financial Assets and Financial Liabilities (continued)
Derecognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
(i.e., removed from the Group’s/Company’s statement of financial position) when:
i) the rights to receive cash flows from the asset have expired; or
ii) the Group/Company has transferred its rights to receive cash flows from financial asset; or has undertaken a liability to pay
all received cash flows to a third party based on contract of disposal without significant overdue and (a) the Group/Company
has transferred substantially all the risks and rewards of the asset, or (b) the Group/Company has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing
financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modified, such a replacement or modification is treated as the derecognition of the original liability and the recognition
of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
2.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method. The
cost of finished goods and work in progress comprises raw materials, direct labour costs, other direct costs and related indirect
production overheads (based on normal operating capacity). The cost does not include borrowing costs. Net realisable value is the
estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. Unrealised inventory is
fully written-off. Impairment of obsolete inventories is assessed in accordance with the rates approved by management for individual
inventory groups, calculated on the basis of historical information.
2.11 Cash and Cash Equivalents
Cash and cash equivalents are carried at nominal value.
For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and cash at banks, deposits on
demand with banks and other short-term highly liquid investments with original maturities of 3 months or less.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
20
2. Summary of Material Accounting Policies (continued)
2.12 Share Capital
(a) Ordinary shares
Ordinary shares are stated at their par value.
(b) Treasury shares
Where the Company or its subsidiaries purchase the Company’s equity share capital, the consideration paid, including any attributed
incremental external costs, is deducted from shareholders’ equity as treasury shares until they are sold, reissued, or cancelled. No
gain or loss is recognised in profit or loss on the sale, issuance, or cancellation of treasury shares. Where such shares are
subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in
shareholders’ equity.
2.13 Reserves
(a) Legal reserve
A legal reserve is a mandatory reserve under the Lithuanian legislation. Annual transfers of 5% of net result are required until the
reserve reaches 10 per cent of issued capital. The legal reserve cannot be used for payment of dividends and it is established to
cover future losses only.
(b) Revaluation reserve
A revaluation reserve is recorded in other comprehensive income and credited to the asset revaluation reserve in equity. However,
when new revalued amount is higher than net book value previously recognised impairment for the asset accounted in statement of
comprehensive income as loss, the increase in value of revalued amount which not exceed recognised impairment is recognised in
statement of comprehensive income as profit. If a revaluation surplus still exists after the reversal of an impairment loss, it is
recognised in comprehensive income as other comprehensive income (and, accordingly, in equity in the statement of financial
position).
A revaluation deficit is recognised in the statement of profit comprehensive income, except to the extent that it offsets an existing
surplus on the same asset recognised in the consolidated financial statement as a change in equity. Upon disposal or write-off of an
asset carried at revalued amount, the related revaluation surplus is transferred to retained earnings in the statement of changes in
equity.
Revaluation reserve in foreign currency in the consolidated financial statements is converted based on their respective functional
currency spot rates at the date of revaluation. Revaluation reserve in foreign currency is not translated at the closing rate at the date
of that statement of financial position.
(c) Reserve for acquisition of own shares
This reserve is created based on the decision of the shareholders for the acquisition of own shares.
(d) Foreign currency translation reserve
The foreign currency translation reserve is used for exchange differences arising on consolidation of financial statements of foreign
subsidiaries. Exchange differences are classified as equity in the consolidated financial statements until disposal of the investment.
Upon disposal of the corresponding assets, the accumulated amount of foreign currency translation reserve is recognised as income
or expenses in the same period when the gain or loss of disposal is recognised.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
21
2. Summary of Material Accounting Policies (continued)
2.14 Trade and Other Payables
Trade payables are non-derivative financial liabilities with fixed or determinable payments that are not quoted in an active market.
Such liabilities are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in the statement
of comprehensive income when trade liabilities are written-off or amortised.
2.15 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use, construction production or sale are capitalised as part of the cost of the respective
assets. Other borrowing costs are expensed as incurred.
2.16 Income Tax
(a) Current income tax
The Group companies are taxed individually irrespective of the overall results of the Group.
Income tax expenses reported in these financial statements is based on the calculation made by the management in accordance with
tax legislation of the Republic of Lithuania and the Republic of Ukraine.
Profit for the year 2025 of the Group companies that operate in Lithuania is taxable at a rate of 16% (2024: 15%). Income tax rate
applicable in Ukraine is 18% (2024: 18%).
In accordance with tax legislation of the Republic of Lithuania, taxable losses, except for losses related to transfer of securities and/or
financial instruments may be carried forward for an unlimited period. As from 1 January 2014, tax loss carry forward that is deducted
cannot exceed 70% of the taxable profit of the current financial year.
The losses from disposal of securities and (or) derivative financial instruments can be carried forward for 5 consecutive years and
only be used to reduce taxable income earned from the transactions of the same nature.
Investment incentive can be carried forward for 5 years.
In accordance with tax legislation of the Republic of Ukraine, as from 1 January 2012, tax loss carry forward that is deducted cannot
exceed 25% of the taxable profit of the current financial year.
(b) Deferred income tax
Deferred income tax is provided using the liability method for temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not recognised if it
arises from the initial recognition of assets or liabilities other than those arising from a business combination that, at the time of the
transaction, had no effect on either accounting or taxable profit or loss. Deferred income tax is calculated using tax rates (and laws)
enacted or substantively enacted at the date of the financial statements that are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except to the extent that the timing
of the reversal of the temporary difference is within the Group's control and it is probable that the temporary difference will not reverse
in the foreseeable future.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
22
2. Summary of Material Accounting Policies (continued)
2.17 Leases
A. THE COMPANY/GROUP IS A LESSEE
The Company/Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
The Company/Group applies a single recognition and measurement approach for all leases, except for short-term leases and
leases of low-value assets. The Company/Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
Right-of-use assets
The Company/Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-
use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as
follows:

Premises | 5–6 years
Land | 25–99 years
Vehicles | 4–7 years
Other property, plant and equipment | 4–6 years

If ownership of the leased asset transfers to the Company and the Group or the price of the right-of-use assets at the end of the lease
term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. More information about the accounting methods is presented in Note 2.09
“Impairment of non-financial assets”.
Lease liabilities
At the commencement date of the lease, the Company/Group recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less
any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under
residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised
by the Company/Group and payments of penalties for terminating the lease, if the lease term reflects the Company/Group exercising
the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they
are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company/Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the estimates of interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change
in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Company and the Group apply the short-term lease recognition exemption to its non-current-asset (i.e., those leases that have
a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases of office equipment. Lease payments on short-term leases and leases of low-value
assets are recognised as expense on a straight-line basis over the lease term.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
23
2. Summary of Material Accounting Policies (continued)
2.17 Leases (continued)
B. THE COMPANY/GROUP IS A LESSOR
At inception of a contract, the Company and the Group, as a lessor, determine whether the lease is a finance lease or an operating
lease. If the Company and the Group determine that the lease transfers substantially all of the risks and rewards of ownership of the
underlying asset, the lease is a finance lease. Leases in which the Company and the Group do not transfer substantially all the risks
and rewards incidental to ownership of an asset are classified as operating leases. The Company and the Group have not entered
into any finance leases as a lessor. Operating lease payments are accounted for on a straight-line basis over the lease term and
recognised as revenue in the statement of comprehensive income based on its lease nature. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the
same basis as rental income. Contingent payments are recognised as revenue in the period in which they are earned.
The accounting policies applied by the Group as a lessor in the comparative period were not different from IFRS 16.
2.18 Revenue Recognition
Revenue from contracts with customers
The main activity of the Company and the Group is production of knitted articles and working clothes upon particular customers’ order.
The service includes the full process of production from making yarns to preparation of fully finished production. Revenue from
contracts with customers is only recognised when the control of goods or services is transferred to the customer to the extent that
reflects the remuneration which the Group and the Company expects to receive in return for these goods or services.
As it is disclosed in the Note 5, the Company and the Group in their activities generate revenue from sales of goods with their brand
and from other commercial activities. This type of revenue, in comparison with knitted article production under particular customers’
order, is relatively insignificant. This type of revenue is recognised when the control over goods is transferred to the customer
(conditions of goods collection are agreed differently with separate customers) and the goods are transferred at a particular time.
Payment terms vary from 2 to 90 days.
Step 1 - Identifying customer contracts
A contract is an agreement between two or more parties (depending on the terms of the purchase or sale) that creates enforceable
rights and enforceable obligations and to which the customer is a party. A customer is a party who has contracted with the
Company/Group to receive goods or services for consideration. A contract with a customer to which IFRS 15 applies is accounted for
when the following criteria are met:
- the parties have approved the contract (in writing, orally or in accordance with other usual business practice) and are committed to
their respective obligations;
- the rights of each party in respect of the goods or services to be transferred can be identified;
- the terms of payment for the goods or services to be transferred can be identified;
- the contract is of a commercial nature;
- the Company/Group will receive the consideration to which it is entitled in exchange for the goods or services to be transferred to
the customer.
Step 2 - Identification of performance obligations
Performance obligation - a contractually binding promise to provide services. If the services are separable, the liability is recognised
separately. Each liability is identified in one of the following ways:
- a service (or bundle of goods or services) that is distinct,
- a set of individual services that are essentially the same and are delivered to the customer according to a uniform model.
Step 3 - Setting the transaction price
The Company/Group shall take into account the terms of the contract, the legislation of the Republic of Lithuania and its normal
business practices when determining the transaction price. The transaction price is the amount of consideration to which the Company
expects to be entitled in exchange for the delivery of the promised goods or services to the customer, excluding amounts collected
on behalf of third parties (e.g. certain sales taxes). The consideration promised in a contract with a customer may include fixed
amounts, variable amounts or both.
Step 4 - Allocation of the transaction price to operating liabilities
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
24
2.18 Revenue Recognition (continued)
The Company/Group, in assigning a transaction price, assigns to each performance obligation an amount of the transaction price that
reflects the amount of consideration to which the Company/Group expects to be entitled in exchange for delivering to the customer
the goods or services promised.
Step 5 - Revenue recognition when the Company and the Group execute performance obligations.
The Company/Group recognises revenue when it satisfies a performance obligation by delivering a promised good or service to a
customer. Performance obligations are settled over a period of time or at a point in time. The amount of revenue recognised is equal
to the amount attributable to the performance obligation. Revenue is recognised when the amount of revenue can be measured
reliably and it is probable that the economic benefits associated with the obligation will flow to the Company/Group and the amount
of revenue can be measured reliably.
Knitted article and working clothes production under particular customers’ order
The main performance obligation arising from contracts with customers is to provide knitted article production defined in technical
specifications (knitting, dying, decorating, sewing, and cutting) service with a fixed price set for each produced (finished) knitted article
separately.
Revenue from contracts with customers is recognised over the period in which the services are rendered. The Company/Group
provides its products to customers only fully finished. The Company and the Group allocate the transaction price over the product
production period based on the relative selling prices of the individual production levels.
The Company has performed an analysis and evaluated that the Company and the Group fulfils their performance obligation
described in contracts with customers over a period of time (not at point in time) due to the following reasons:
- The Company and the Group do not create an alternatively usable asset while providing article production services;
- The Company and the Group have an enforceable right to payment for work in progress.
Management of the Company and the Group calculates its share of revenue based on the expected costs plus margin. Based on
management and production accounting data, the production fulfilment status of a particular order is deducted at each stage of
production (calculating what proportion of the expected product cost at which stage of production is reached accordingly). The
calculations shall be completed by adding the applicable margin to the estimated relative levels of work-in-progress at different stages
of production. Thus, the calculated revenue is recognised in the statement of comprehensive income under the caption “Revenue
from contracts with customers” and contract assets are accounted in the current assets in the statement of financial position under
the caption “Contract asset”. Costs related to this revenue amount are reflected in the statement of comprehensive income under the
caption “Cost of sale”.
In preparation of financial statements according to IFRS and applying IFRS 15, the Company’s and the Group’s management has to
apply particular assumptions and estimates that have significant impact on amounts presented in financial statements. According to
the management, the most significant estimates and associated uncertainties arising while calculating and recognising revenue from
contracts with costumers relate to:
- The estimated product margin (percentage);
- Application of historical management and production accounting data in calculating value ratios, related to each stage of
production.
In addition to the above, management has also considered the effect of other matters on revenue recognition, such as the existence
of material financing components, non-cash settlement, discounts and other matters. The Company’s and the Group’s contracts with
customers do not contain these contractual terms or, in management’s assessment, they are immaterial in the context of the
application of IFRS 15.
Revenue from sales of goods to a group of customers for which supply contracts contain clauses allowing alternative uses are
recognised when the control over goods is transferred to the customer and the revenue is recognised in the same way as from the
sale of their branded goods.
Contract assets – accrued income
Contract assets are conditional rights to consideration. The right is conditional, for example, when the Company/Group must first
satisfy another performance obligation in the contract before it is entitled to payment from the customer. If the Company/Group has
an unconditional right to receive consideration from the customer, the contract asset is accounted for as a receivable and presented
separately from other contract assets.
If the Company and the Group transfer goods or services to a customer before the customer pays consideration or before payment
is due, a contract asset is recognised for the earned consideration that is conditional as the order is not completed. Contract assets
– accrued revenue – at the end of production cycle (usually within 60 days) after fulfilling contractual obligations and issuing an
invoice, is accounted as trade receivable.
Contract liabilities: Prepayments received
Contract liabilities consist of prepayments received from customers for services to be rendered or goods to be sold in the future.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
25
2.18 Revenue Recognition (continued)
Trade receivables
A trade receivable represents the Company’s and the Group’s right to an amount of consideration that is unconditional (i.e., only the
passage of time is required before payment of the consideration is due). Trade receivables usually have a set payment delay term of
10–90 days.
Interest income
Interest income is recognised on a time-proportion basis using the effective interest method. When a receivable is impaired, the
Company or the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at
the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on
impaired loans is recognised using the original effective interest rate.
Dividend income
Dividend income is recognised when the right to receive payment is established.
Rental income
Payments received under operating leases (net of any incentives given to the lessee) are credited to profit and loss on a straight-line
basis over the period of the lease (Note 2.19).
2.19 Dividend Distribution
Dividend distribution to the Company’s shareholders is recognised as a liability in the Company’s and the Group’s financial statements
in the period in which the dividends are approved by the shareholders of the Company/Group.
2.20 Earnings (Losses) per Share
The Group presents basic (EPS) and diluted earnings per share (DEPS) data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares
outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, such as convertible
notes and share options granted to employees.
2.21 Subsequent Events
Subsequent events that provide additional information about the Group’s and the Company’s position at the reporting date (adjusting
events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when
material.
2.22 Classification into Current and Non-current
The Group and the Company present assets and liabilities in the statement of financial position based on current/non-current
classification. An asset is current when it is:
• Expected to be realised or intended to be sold or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realised within 12 months after the reporting period
or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting
period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in the normal operating cycle
• Held primarily for the purpose of trading
• It is due to be settled within 12 months after the reporting period
• There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.
The Group and the Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
26
2. Summary of Material Accounting Policies (continued)
2.23 Employee Benefits
(a) Social security contributions
The Company and the Group pay social security contributions to the state Social Security Fund (hereinafter the “Fund”) on behalf of
its employees based on the defined contribution plan in accordance with the local legal requirements. A defined contribution plan is
a plan under which the Company and the Group pays fixed contributions and will have no legal or constructive obligations to pay
further contributions if the Fund does not hold sufficient assets to pay benefits to all employees related to employee service in the
current and prior period. Social security contributions are recognised as expenses on an accrual basis and are included in staff costs.
(b) Bonus plans
The Company and the Group recognises a liability and expenses for bonuses where contractually obliged or where there was a
practice applied in the past that has created a constructive obligation.
(c) Non-current employee benefits
According to the requirements of the Labour Code of the Republic of Lithuania, each employee leaving the Company at the age of
retirement is entitled to a one-off payment amounting to two-month salary.
Current year cost of employee benefits is recognised as incurred in the statement of comprehensive income. Previously incurred
service costs are recognised as expenses on a straight-line basis over the average period until the benefits become vested.
Any gains or losses appearing as a result of changes in terms of benefits (curtailment or settlement) are recognised in the statement
of comprehensive income as incurred.
The above mentioned employee benefit obligation is calculated based on actuarial assumptions, using the projected unit credit
method. Remeasurements, consisting of actuarial gains and losses, are recognised immediately in the statement of financial position
with a corresponding debit or credit to retained earnings through other comprehensive income in the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Obligation is recognised in the statement of financial position and reflects the present value of these benefits on the date of the
statement of financial position. Present value of the non-current obligation to employees is determined by discounting estimated future
cash flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity
as the employment benefits.
(d) Share-based payments
Employees of the Group receive compensation in the form of share-based payments, i.e. employees provide services and receive
equity securities as compensation (equity-settled). The cost of equity-settled transactions is determined by reference to the fair value
of the options on the date of granting using an appropriate valuation model.
These costs are recognised as employee benefit expenses, together with a corresponding increase in capital (other reserves), in the
period in which the service conditions are met (vesting period). The cumulative expense for equity-based payments recognised at the
end of each reporting period up to the vesting date reflects the level of vesting over the vesting period and the Group's best estimate
of the amount of options that will be exercised.
The fair value of the consideration at the granting date does not take into account service and non-market performance conditions,
but those conditions are assessed to determine the likely number of equity instruments for which the vesting conditions will be
satisfied. All other terms and conditions set out in the plan that do not relate to vesting conditions are treated as non-vesting conditions
Non-exercisable conditions are reflected in the fair value of the option and are expensed immediately unless there are other
performance conditions.
No expense is recognised for options that are not exercised because the exercise conditions are not met. When market or other non-
exercise conditions are included in the option, the conditions are treated as satisfied, regardless of whether the market or non-exercise
period conditions are satisfied, given that all other conditions in the option contract are satisfied.
2.24 Offsetting and Comparative Figures
When preparing the financial statements, assets and liabilities, as well as revenue and expenses are not set off, except for the cases
when certain International Financial Reporting Standard specifically requires such set-off.
Where necessary, comparative figures have been adjusted to agree with the current year's presentation of information.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
27
3. Financial risk management
3.1 Financial Risk Factors
The Group’s and the Company’s activities expose them to a variety of financial risks: market risk (including currency risk and cash
flow interest rate risk), credit risk and liquidity risk. The Group’s and the Company’s overall risk management programme focuses on
the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group and
the Company. Risk management is carried out by the Company’s/Group‘s management.

| Group |  |  | Company
| As at 31 |  | As at 31 December
Financial assets reported in the statement of financial | December |  |  |
| 2025 | 2024 | 2024 | 2025
position |  |  |  |
Financial assets at amortised cost |  |  |  |
Non-current amounts receivable from subsidiaries except for prepayments | - | - | - | -
Trade receivables and contract assets (Note 11) | 2,106 | 2,109 | 1,988 | 2,106
Cash and cash equivalents | 372 | 2,354 | 936 | 372
Other current assets (excluding prepayments made and deferred | - | 17 | - | -
expenses) | 2,478 | 4,480 | 2,924 | 2,478

|  | Group |  | Company
Financial liabilities reported in the statement of financial |  | As at 31 December | As at 31 December
| 2025 | 2024 | 2024 | 2025
position |  |  |  |
Financial liabilities measured at amortised cost |  |  |  |
Borrowings and other current liabilities | 2,941 | 5,654 | 5,654 | 2,941
Borrowings from subsidiaries, including accrued interest | - | - | 1,469 | -
Borrowings from parent company, including accrued interest | 2,335 | 2,335 | 2,335 | 2,335
Trade payables | 3,721 | 2,946 | 2,882 | 3,721
Payables to subsidiaries | - | - | 47 | 59
Payables to other related parties | 75 | 35 | 31 | 75
Accrued expenses and other current liabilities, other payables | 212 | 618 | 433 | 212
(Note 19) | 9,284 | 11,588 | 12,851 | 9,343

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
28
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)
(a) Market risk
(i) Monetary assets and monetary liabilities foreign exchange risk
The Group and the Company operate internationally and carry out significant part of their transactions in euros. Therefore, the
management believes that entities operating in Lithuania are not exposed to significant currency exchange risk.
** On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine, i.e. 98.87% of its shares and its claims to the receivables.
During 2024, due to fluctuations in the official exchange rate of the Ukrainian Hryvnia (UAH) against the EUR as determined by the
National Bank of Ukraine, the Ukrainian subsidiary had an exchange loss of EUR 87 thousand as a result of the Company's Euro-
denominated borrowings and long-term payables. As from 2014, due to the geopolitical situation in Ukraine and significant drop in
the value of UAH against EUR, the management of the Group and the Company re designated of loans granted and long term
receivables from the subsidiary Mrija PAT MTF to investment, considering that the repayment of these amounts is not expected in
the foreseeable future.
As at 31 December 2025, we did not recognize any loss (gain) from fluctuations in the UAH exchange rate against the EUR because
the company’s shares were sold and balances in its balance sheet were not included in the Group’s financial statements.
Comprehensive income (loss) from foreign currency translation included in the consolidated statement of changes in equity
in other comprehensive income attributable to the equity holders of the Company:
2025

Foreign | currency | exchange | difference | on | monetary | items | 2024
|  |  |  |  |  | - | (33)
attributed to net investments |  |  |  |  |  |  |
Foreign currency translation effect on other items |  |  |  |  |  | - | 200
Total comprehensive income (loss) |  |  |  |  |  | - | 167

Other comprehensive income (loss) from foreign currency translation included in other comprehensive income attributable to non-
controlling interests was not material.
Company’s business transactions mainly are denominated in euro, therefore, the Company is not exposed to significant foreign
exchange risk. In the Group the UAH exchange risk is related to intercompany balances in different currencies. The following table
demonstrates the sensitivity to a reasonably possible change in UAH exchange rate related to EUR, with all other variables held
constant.

| Change in UAH rate with | Effect on profit before tax | Effect on equity
| regard to EUR |  |
2025 | - | - | -
| - | - | -
2024 | 5% | 7 | (13)
| (5)% | (13) | 14 0

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
29
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)
(ii) Cash flow interest rate risk
Borrowings with variable interest rates expose the Company and the Group to cash flow interest rate risk. In 2025 and 2024, the
Company’s and the Group’s borrowings with variable interest rates were denominated in EUR.
The Group and the Company analyse their interest rate exposure on an annual basis. The Group and the Company calculates the
impact on profit or loss by multiplying year-end balances of interest-bearing loans granted and borrowings by the estimated interest
rate change. Except for the current year’s profit (loss), there is no impact on the equity of the Group and the Company.
(b) Credit risk
The Company evaluates the concentration of risk with respect to trade receivables as low because its customers are located in
several industries and operate in largely independent markets.
(i) Maximum exposure to credit risk
Credit risk arises from cash balances at bank, loans granted, trade receivables and contract assets.
The table below summarises all credit risk exposures related to the items of the Group’s and the Company’s statements of financial
position. Maximum exposure to credit risk before collateral held or other credit risk reduction:

| Group |  | Company |
| As at 31 December |  | As at 31 December
| 2025 | 2024 | 2025 | 2024
Cash and cash equivalents at banks (Note 13) | 372 | 2,354 | 372 | 936
Amounts receivable and contract assets (Note 11) | 2,106 | 2,109 | 2,106 | 1,988
Non-current loans granted and amounts receivable | - | - | - | -
except for prepayments (Note 26) |  |  |  |
In total | 2,478 | 4,463 | 2,478 | 2,924

(ii) Credit quality of financial assets
Trade customer quality is assessed with respect to their financial position, work experience and other facts.
The credit quality of financial assets that are neither past due nor impaired can be assessed considering historical data of their
performance as independent credit ratings are not available.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
30
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)
(a) Trade receivables and contract assets – trade customers with no independent rating

| Group |  | Company |
| As at 31 December |  | As at 31 December |
| 2025 | 2024 | 2025 | 2024
New trade customers (up to 12 months) | 69 | 63 | 69 | 63
Current trade customers (more than 12 months) | 2,037 | 2,046 | 2,037 | 1,925
that fully fulfilled their obligations in the past |  |  |  |
In total | 2,106 | 2,109 | 2,106 | 1,988

Impairment analysis is performed at each balance sheet date based on provision matrix and individual assessment in order to
evaluate expected credit losses. Provision rates are assessed based on the number of days past due payment, grouping customers
based on similar previous credit loss risk experience. Calculations reflect the possibility to calculate the amount, time value of
money, reasonable and predicable information on past events, current conditions and forecasts of expected economic conditions,
which can be obtained at the reporting date. Based on the performed analysis, the Company/Group assessed that historical loss
rates are insignificant even if the adjustments based on forward looking indicators are included.
(b) Cash and cash equivalents, excluding cash on hand.

| Group |  | Company |
| As at 31 December |  | As at 31 December |
| 2025 | 2024 | 2025 | 2024
Rating A | 13 | 1,405 | 13 | 11
Rating BBB+ | 231 | 920 | 231 | 920
No rating | 128 | 29 | 128 | 5
In total | 372 | 2,354 | 372 | 936

*Independent ratings are established by Fitch agency.
As at 31 December 2024, the Company’s non-current receivables and loans granted before impairment comprises the receivables
only from PAT MTF Mrija (Note 26). In December 2024, an impairment was formed on the receivable from PAT Mrija and on the loan
issued in an amount of EUR 91 thousand. The evaluation of expected credit losses for these receivables is provided in Note 4.
Trade receivables that are past due are not treated as impaired when the Group’s and the Company’s management expects to
recover these receivables.

| Group |  | Company |
| As at 31 December |  | As at 31 December
| 2025 | 2024 | 2025 | 2024
Not past due receivables | 2,105 | 2,048 | 2,105 | 1,930
Past due not impaired |  |  |  |
Less than 30 days | 1 | 57 | 1 | 57
Past due from 31 to 60 days | - | 4 | - | 1
Past due from 61 to 180 days | - | - | - | -
More than 181 days | - | - | - | -
Total past due not impaired | 1 | 61 | 1 | 58
Overdue and impaired |  |  |  |
Up to 180 days | - | - | - | -
More than 181 days | - | 25 | - | -
Impairment allowance for trade | - | (25) | - | -
receivables |  |  |  |
Total accounts receivable and contract assets after impairment | 2,106 | 2,109 | 2,106 | 1,988

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)
Impairment of loans granted and trade receivables evaluated based on the accounting policy as disclosed in Note 2.11, is
recognised in the statement of comprehensive income.
(c) Liquidity risk
The Group’s and the Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an
adequate amount of committed credit lines to meet its commitments at a given date in accordance with its strategic plans.
As at 31 December 2025, the Group’s current assets exceeded its current liabilities by EUR 4,174 thousand (as at 31 December
2024, current assets exceeded current liabilities by EUR 5,101 thousand). As at 31 December 2025, the Group’s liquidity (current
assets/current liabilities) and quick ratios ((current assets - inventory)/current liabilities) were 2.42 and 0.96, respectively (as at 31
December 2024: 2.50 and 1.41, respectively). As at 31 December 2025, the Company’s (UTENOS TRIKOTAŽAS AB) current assets
exceeded its current liabilities by EUR 4,174 thousand (as at 31 December 2024: by EUR 4,213 thousand). As at 31 December 2025,
the Company’s liquidity (current assets/current liabilities) and quick ratios ((current assets - inventory)/current liabilities) were 2.42
and 0.96, respectively (as at 31 December 2024: 2.56 and 1.21, respectively).
The table below summarises the Group’s and the Company’s undiscounted financial liabilities. The financial liabilities are classified
into relevant maturity groupings based on the remaining period to the contractual maturity date.
Fair value of accounts payable and other financial liabilities due within 3 months or less are equal to their carrying balances as the
impact of discounting is insignificant.
The tables below summarise the maturity profile of the Group’s and the Company’s financial liabilities as at 31 December 2025 and
2024, based on contractual undiscounted payments:

Group | Less | From 3 to 12 | From 1 to 5 | After 5 |
| than 3 | months | years | years | In total
As at 31 December 2025 | months |  |  |  |
Borrowings from the banks with future interest | 20 | 131 | - | - | 151
State Aid Fund for Business | - | - | 2,849 | - | 2,849
Lease liabilities | 37 | 73 | 81 | - | 191
Borrowings from parent company | - | - | 2,335 | - | 2,335
Trade payables and payable to related parties | 592 | - | 3,205 | - | 3,797
| 649 | 204 | 8,470 | - | 9,323

Group | Less than 3 | From 3 to | From 1 to | After 5 |
As at 31 December 2024 | months | 12 months | 5 years | years | In total
Borrowings from the banks with future interest | 20 | 57 | 2,789 | - | 2,866
State Aid Fund for Business | - | - | 2,849 | - | 2,849
Lease liabilities | 44 | 126 | 315 | - | 485
Borrowings from parent company | - | - | 2,335 | - | 2,335
Trade payables and payable to related parties | 386 | - | 2,595 | - | 2,981
| 450 | 183 | 10,883 | - | 11,516

Company |  |  |  |  |
| Less than | From 3 to 12 | From 1 to 5 | After |
| 3 months | months | years | 5 | In total
As at 31 December 2025 |  |  |  | years |
Borrowings from the banks with future interest | 20 | 131 | - | - | 151
State Aid Fund for Business | - | - | 2,849 | - | 2,849
Borrowings from subsidiaries | - | - | 59 | - | 59
Borrowings from parent company | - | - | 2,335 | - | 2,335
Lease liabilities | 37 | 73 | 81 | - | 191
Trade payables and payable to related parties | 592 | - | 3,205 | - | 3,797
| 649 | 204 | 8,529 | - | 9,382

31
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)

| Less | From 3 to 12 | From 1 to 5 | After |
| than 3 | months | years | 5 | In total
As at 31 December 2024 | months |  |  | years |
Borrowings from the banks with future interest | 20 | 57 | 2,789 | - | 2,866
State Aid Fund for Business | - | - | 2,849 | - | 2,849
Borrowings from subsidiaries | - | 400 | 1,069 | - | 1,469
Borrowings from parent company | - | - | 2,335 | - | 2,335
Lease liabilities | 20 | 50 | 53 | - | 123
Trade payables and payable to related parties | 366 | - | 2,595 | - | 2,961
| 406 | 507 | 11,690 | - | 12,603

The tables below summarise the changes in the Group’s and the Company’s liabilities arising from financing activities:

|  |  |  | In the table showing changes in the Group’s liabilities for 2025, the exit of Šatrija Ab from the Group is reflected in the “Disposals |  |  |  |  |  |  |
and write-offs” column. |  |  |  |  |  |  |  |  |  |  |
| As at 1 | Cash | New | Discounts |  | Disposals |  | Reclassifi |  | Interest | As at 31 December
Group | January | flows | leases | received |  | and write- |  | cation |  | charges | 2025
| 2025 |  |  |  |  | offs |  |  |  |  |
Current borrowings |  |  | - | 70 | - |  | - | 71 | - | - | 141
and interest |  |  |  |  |  |  |  |  |  |  |
Non-current |  |  |  |  |  |  |  |  |  |  |
borrowings and interest |  |  | - | 7,919 | (2,713) |  | - | (71) | - | - | 5,135
Lease liabilities |  |  | 169 | 591 | (146) | (425) |  | - | - | - | 189
|  |  | 169 | 8,580 | (2,859) | (425) |  | - | - | - | 5,465

Company |  |  |  |  |  |  |  |  |
| As at 1 | Cash | New | Disposals |  | Reclassifi | Discounts | Interest | As at 31 December
| January | flows | leases | and write- |  | cation | received | charges | 2025
| 2025 |  |  | offs |  |  |  |  |
Current borrowings | 70 | - | - |  | - | 71 | - | - | 141
and interest |  |  |  |  |  |  |  |  |
Non-current |  |  |  |  |  |  |  |  |
borrowings and interest liabilities | 9,388 | (2,713) | - |  | - | (1,540) | - | - | 5,135
Lease liabilities | 120 | (100) | 169 | - |  | - | - | - | 189
| 9,578 | 2,813 | 169 | - |  | (1,469) | - | - | 5,465

Group

| As at 1 | Cash | New | Disposals | Reclassificat | Discount | Interest | As at 31 December
| January | flows | leases | and write- | ion | s | charges | 2024
| 2024 |  |  | offs |  | received |  |
Current borrowings | 2,984 | (42) | - | - | (2,872) | - | - | 70
and interest |  |  |  |  |  |  |  |
Non-current |  |  |  |  |  |  |  |
borrowings and interest liabilities | 3,443 | 1,476 | - | - | 2,872 | - | 128 | 7,919
Lease liabilities | 678 | (180) | 95 | (5) | - | - | 3 | 591
| 7,105 | 2,813 | 95 | (5) | - | - | 131 | 8,580

32
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
33
3 Financial Risk Management (continued)
3.1 Financial Risk Factors (continued)
Company

|  |  |  |  |  |  |  |  | Effect | As at
|  |  |  |  |  |  |  |  | of | 31
| As at 1 January |  | New |  | Disposal | Reclassif | Discounts | Interest | excha | Dece
| 2024 | Cash flows | leases |  | s and | ication | received | charges | nge | mber
|  |  |  |  | write-offs |  |  |  | rate |
|  |  |  |  |  |  |  |  | fluctu | 2024
Current borrowings |  |  |  |  |  |  |  |  | ations | 70
and interest | 2,984 | (42) |  | - | - | (2,872) | - | - | - |
Non-current |  |  |  |  |  |  |  |  |  |
borrowings and | 4,090 | 2,298 |  | - | - | 2,872 | - | 128 | - | 9,388
interest liabilities | 146 | (80) |  | 56 | (4) | - | - | 2 | - | 120
Lease liabilities | 7,220 | 2,176 |  | 56 | (4) | - | - | 130 | - | 9,578

3.2 Capital Management
The Group’s and the Company’s objectives when managing capital are to ensure the Group’s and the Company’s ability to
continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company
may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce
debt.
The Group and the Company defines its capital as equity and borrowings, including lease, less cash and cash equivalents. As at
31 December, the Group’s and the Company’s capital structure was as follows:

|  | Group | Company |
|  | As at 31 December | As at 31 December |
| 2025 | 2024 | 2025 | 2024
Total loan | 2,941 | 5,654 | 2,941 | 5,654
Lease liabilities | 189 | 591 | 189 | 120
Less: cash and cash equivalents | (372) | (2,354) | (372) | (936)
Net debt | 2,758 | 3,891 | 2,758 | 4,838
Total equity | 477 | 271 | 481 | (1,269)
Total capital | 3,235 | 4,162 | 3,239 | 3,569

Utenos trikotažas AB
Under the Lithuanian Republic Law on Companies, the authorised share capital of a public company must be not less than EUR
40 thousand (EUR 2.5 thousand for a private limited liability company) and the shareholders’ equity should not be lower than 50%
of the company’s registered share capital. As at 31 December 2025 and 2024, the Company and its subsidiaries registered in
Lithuania complied with these requirements.
Mrija PAT MTF
As at 31 December 2024, the shareholders’ equity of the subsidiary registered in Ukraine was negative. Pursuant to the Ukrainian
laws, a company may be put into liquidation when its shareholders’ equity becomes less than the minimal amount of authorised share
capital as defined in the Law on Companies at the moment of the company’s registration. On the date of these financial statements,
there were no decisions made or actions taken concerning PAT MTF Mrija negative shareholders’ equity. The management of the
Group and the Company assesses the liquidation risk as low.
On 4 November 2025, the shares in PAT MTF Mrija were sold, therefore the balance of PAT MTF Mrija were not included in the
Group’s balance sheet as at 31 December 2025.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
34
3 Financial Risk Management (continued)
3.3 Fair Value of Financial Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset
or transfer the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to the Group and the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by
using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best
use.
The Group and the Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly
observable;
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that
is significant to the fair value measurement as a whole) at the end of each reporting period.
Valuations are performed by the Group’s and the Company’s management at each reporting date. For the purpose of fair value
disclosures, the Group and the Company have determined classes of assets and liabilities on the basis of the nature, characteristics
and risks of asset or liability and the level of the fair value hierarchy as explained above.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
35
3.3 Fair Value of Financial Assets and Liabilities (continued)
Valuation of assets according to the fair value hierarchy levels:
As at 31 December 2025

|  |  | Group |  |  |  |  | Company |
| Level | Level | Level 3 | Carrying | Leve |  | Level | Level | Carrying
| 1 | 2 |  | amount | l 1 |  | 2 | 3 | amount
Assets for which fair values are disclosed: |  |  |  |  |  |  |  |  |
Trade receivables | - | - | - | 839 |  | - | - | - | 839
Cash and cash equivalents (Note 13) | - | - | - | 372 |  | - | - | - | 372
Other current assets (excluding |  |  |  |  |  |  |  |  |
prepayments made and deferred | - | - | - | - |  | - | - | - | -
expenses) |  |  |  |  |  |  |  |  |
Liabilities for which fair values |  |  |  |  |  |  |  |  |
are disclosed |  |  |  |  |  |  |  |  |
Borrowings and other current liabilities | - | 141 |  | 2,800 | - |  | 141 |  | 2,800
Borrowings to subsidiaries | - | - | - | - | - |  | - | - | -
Borrowings to parent company | - | 2,335 | - | - | - |  | 2,335 | - | -
Trade payables | - | - | - | 3,722 | - |  | - | - | 3,722
Payables to subsidiaries | - | - | - | - | - |  | - | - | 59
Payables to related parties | - | - | - | 75 | - |  | - | - | 75
Other current liabilities (Note 19) | - | - | - | 210 | - |  | - | - | 210

As at 31 December 2024

|  |  | Group |  |  |  |  | Company |
| Level | Level | Level 3 | Carrying | Leve |  | Level | Level | Carrying
| 1 | 2 |  | amount | l 1 |  | 2 | 3 | amount
Assets for which fair values are disclosed: |  |  |  |  |  |  |  |  |
Loans receivable and other receivables from subsidiaries | - | - | - | - |  | - | - | - | -
Trade receivables | - | - | - | 586 |  | - | - | - | 544
Cash and cash equivalents (Note 13) | - | - | - | 2,354 |  | - | - | - | 936
Other current assets (excluding |  |  |  |  |  |  |  |  |
prepayments made and deferred | - | - | - | 17 |  | - | - | - | -
expenses) |  |  |  |  |  |  |  |  |
Liabilities for which fair values |  |  |  |  |  |  |  |  |
are disclosed |  |  |  |  |  |  |  |  |
Borrowings and other current liabilities | - | 1,324 |  | 4,330 | - |  | 1,324 |  | 4,330
Borrowings to subsidiaries | - | - | - | - | - |  | 1,469 | - | -
Borrowings to parent company | - | 2,335 | - | - | - |  | 2,335 | - | -
Trade payables | - | - | - | 2,946 | - |  | - | - | 2,882
Payables to subsidiaries | - | - | - | - | - |  | - | - | 47
Payables to related parties | - | - | - | 35 | - |  | - | - | 32
Other current liabilities (Note 19) | - | - | - | 169 | - |  | - | - | 187

3.3 Fair Value of Financial Assets and Liabilities
The fair value of receivables from subsidiaries and loans granted to the subsidiary by the Company is estimated as described in Note
4; therefore, the management estimates that their fair value approximates carrying amounts as at 31 December 2024 (Level 3 in fair
value hierarchy). Interest rate on the loans received by the Group and the Company is subject to repricing at least every 1 year,
therefore, the fair value of loans received approximates their carrying amount.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
36
4. Critical accounting estimates and judgements
The Company and the Group make estimates and assumptions that affect the reported amounts of assets and liabilities within. The
estimates and judgements are continually evaluated and are based on the management’s experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. The management also makes certain
judgements, apart from those involving estimations, in the process of applying the accounting policies. Estimates and judgements
that can cause a significant adjustment to the carrying amount of assets and liabilities within the next financial year include:
Estimates of recoverable amounts of goodwill, investments in subsidiaries, as well as loans to and receivables from
subsidiaries
The Group and the Company annually test goodwill for impairment in accordance with the accounting policy described in Note 2.7.
The recoverable amount of cash-generating units has been determined based on the greater of their value in use and its fair value
less costs to sell. Loans granted and accounts receivable are tested for impairment in accordance with the accounting principles
described in Note 2.10. These calculations require the use of significant estimates as outlined below.
As at 31 December 2024, the recoverable amount of the cash generating unit of Šatrija AB was estimated based on the asset’s value
in use, which was estimated by reference to the expected future cash inflows in accordance with the five-year financial projections
approved by management. The EUR 424 thousand impairment loss was identified and recoded under finance costs.
Valuation of investment in the subsidiary PAT MTF Mrija, including loan granted and amounts receivable, in the
Company’s separate financial statements, as well as valuation of non-current assets in the Company’s consolidated
financial statements
As at 31 December 2024, the Company's investment (including loan and receivables) in PAT MTF Mrija before impairment was EUR
5,041 thousand, The 100% impairment loss was recognised for this amount. In the course of 2024, an impairment test was carried
out and an additional impairment was established for EUR 60 thousand of interest and EUR 31 thousand of debt. The impairment
was recorded in the Company's statement of comprehensive income under financial expenses (Note 23) and under general and
administrative expenses (note 21).
As at 31 December 2025 and 2024, goodwill which is related to PAT MTF Mrija and accounted in consolidated financial statements
amounted to EUR 0.
On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine, i.e. 98.87% out of the total 98.95% of shares held for EUR 515,000, as well as its claims to the receivables
totalling EUR 161,461.54.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
4. Critical Accounting Estimates and Judgements (continued)
Determination of the carrying value of the buildings
Revaluation of buildings is performed periodically (every 5 years, unless there are indications that there are significant differences in
the market of buildings) to ensure that the carrying value of buildings does not significantly differ from fair value at the reporting
date. In 2023, the management of the Company and the Group identified indications of a possible change in the value of the
buildings, which led to an independent valuation by professional valuers in November 2023.
At 31 December 2024, property, plant and equipment are carried at revalued amounts determined by external independent valuers.
The independent valuation was carried out on 20 November 2023 in accordance with the International Valuation Standards (IVS)
and the relevant legislation of the Republic of Lithuania. The fair value of the investment property was estimated using the
discounted cash flow method based on information provided by the owner of the property, which was compared with the Lithuanian
market data. The determined fair value of the property - buildings owned by the Group and the Company, is estimated at EUR
4,900 thousand and EUR 4,230 thousand, respectively. The following material assumptions were used in determining the fair value
of the assets:
• In a typical case, the activities carried out at the property relate not only to the property itself, but also to the entity that
operates the property, which, in order to eliminate atypical influences on the value of the asset, is used in the calculation to
derive the rental income from the property, based on the average market prices prevailing in the area. Average rental price
for the whole complex per 1 sqm: EUR 64,261.52/38,853.50 sqm = ~ EUR 1.65 / sqm/ month, excluding VAT. This value
shall be used for subsequent calculations.
• The occupancy rate used in the calculations is 75% and the estimate is based on the average of the properties in the
region (lower limit);
• The discount rate used in the valuation is 14.55%, which is composed of a capitalisation rate of 11% and an annual
income/cost growth rate of 3.55%;
• The calculation uses a smooth annual rate of change in income and expenses of 3.55%, which is consistent with the
ECB's monetary policy objectives. This rate is also used to adjust income and expenditure flows.
• In order to ensure the sufficiency of real estate tax expenses, the applied tax rate on real estate is 1%; the tax on the lease
of land is calculated proportionally, according to the leased area of the state land plot; the costs related to the
administration of the leased real estate are applied at the median of the market estimate - 4.75%, provisions for repairs -
the applicable median of the market estimate – 5.5%, property insurance – the applicable median of the market estimate –
0.1%. All other costs are based on market averages.
Revenue recognition
Management’s judgement related to revenue recognition over time is disclosed in Note 2.20.
4. Critical Accounting Estimates and Judgements (continued)
Determining the lease term of contracts with renewal and termination options – the Company/Group as lessee
The Company/Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it
is reasonably certain not to be exercised.
The Company/Group has few land lease contracts that include extension or/and termination options. The Company/Group applies
judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That
is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the
commencement date, the Company/Group reassesses the lease term if there is a significant event or change in circumstances that
is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of
significant leasehold improvements or significant customisation to the leased asset). For more details please see Note 17.
37
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
38
5. Segment Information
On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group. Until the date
on which the bankruptcy was declared, revenue of Šatrija AB was included in the Group’s revenue from sale of working clothes.
On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine, i.e. 98.87% out of the total 98.95% of shares held for EUR 515,000, as well as its claims to the receivables
totalling EUR 161,461.54.
Until the date of the sale of the majority holding in PAT Mrija, i.e., until 4 November 2025, the revenue generated by PAT Mrija was
included in the Group’s revenue.
Until 31 December 2025, the Group had two main business segments which were identified based on products type and the entities
within the Group producing them: production of knitted articles (that included the Company and its subsidiary PAT MTF Mrija) and
production of working clothes (that included subsidiary Šatrija AB). After losing control of both of these companies, the Group’s core
business remained the production of knitted articles (both contracted and branded).
In assessing operational performance of segments, the Board of the Group takes into account the sales revenue, gross profit, EBITDA
(earnings before financial activity result, tax, depreciation and amortisation), profit (loss) ratios, therefore the report on the Group’s
segments discloses these items in respect of each segment. Inter-segment transactions are eliminated on consolidation.
2025

| Production | Production of |  |
| of knitted | working clothes | Eliminations | In total
| articles |  |  |
External sales | 21,930 | 965 | - | 22,895
Internal sales | 572 | - | (572) | -
Total sales | 22,503 | 965 | (572) | 22,895
Gross profit | 3,332 | (248) | - | 3,084
EBITDA | 1,133 | (405) | - | 728
Profit (loss) | (75) | (446) | - | (521)
Depreciation and amortisation (Notes 6, 7, 8, 17) | 552 | 43 | - | 595
Interest expense (Note 23) | 135 | - | - | 135
Income tax (Note 24) | 45 | (1) | - | 44
Total segment assets | 12,535 | - | - | 12,535
Total segment liabilities | 12,058 | - | - | 12,058

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
39
5. Segment Reporting (continued)

| Production | Production of |  |
2024 | of knitted | working | Eliminations | In total
| articles | clothes |  |
External sales | 15,250 | 2,546 | - | 17,796
Internal sales | 280 | - | (280) | -
Total sales | 15,530 | 2,546 | (280) | 17,796
Gross profit | 307 | 236 | - | 543
EBITDA | (65) | (645) | - | (710)
Profit | (1,155) | (710) | - | (1,865)
Depreciation and amortisation (Notes 6, 7, 8, 17) | 566 | 99 | - | 665
Interest expense (Note 23) | 440 | 2 | - | 442
Income tax (Note 24) | (23) | (2) | - | (25)
Total segment assets | 13,980 | 1,525 | - | 15,505
Total segment liabilities | 13,986 | 1,129 | - | 15,115

| 2025 | 2024
EBITDA | 728 | (710)
Depreciation and amortisation | (595) | (665)
Operating profit | 133 | 1,375
Interest expense | (135) | (442)
Other finance costs, net | (475) | (73)
Loss for the year before income tax | (477) | (1,890)

The measurement and recognition policies used for preparation of management’s reports are the same as those used in these
financial statements.
Breakdown of the Company’s and Group’s revenue by type of activity:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Sales of goods ordered (recognised over time) | 15,419 | 11,943 | 14,464 | 9,864
Sales of goods ordered (recognised at the point in time)* | 4,219 | 2,139 | 4,219 | 2,139
Company brands (About, Utenos) (recognised at the point in time) | 2,409 | 2,334 | 2,404 | 2,155
Sales of services (recognised over time) | 223 | 728 | 218 | 264
Other sales (recognised at the point in time) | 625 | 652 | 620 | 649
| 22,895 | 17,796 | 21,925 | 15,071

* As described in Note 2.20, revenue from sales of goods to a group of customers for which supply contracts contain clauses allowing
alternative uses are recognised at the point in time.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
40
5. Segment Reporting (continued)
The table below summarises the Group’s and the Company’s revenues geographically:

| DACH | Scandinavia |  |  |
| (Germany, | (Sweden, |  | Other |
2025 | Austria, | Norway, | Lithuania | markets | In total
| Switzerland) | Denmark, |  |  |
|  | Finland) |  |  |
Group’s sales | 11,126 | 4,768 | 3,758 | 3,243 | 22,895
Company’s sales | 10,649 | 4,768 | 3,683 | 2,825 | 21,925

| DACH | Scandinavia |  |  |
| (Germany, | (Sweden, |  | Other |
2024 | Austria, | Norway, | Lithuania | markets | In total
| Switzerlan | Denmark, |  |  |
| d) | Finland) |  |  |
Group’s sales | 9,082 | 2,466 | 2,607 | 3,641 | 17,796
Company’s sales | 7,964 | 2,466 | 2,533 | 2,108 | 15,071

In 2025, 48.6% of the Group’s sales were made to DACH customers (2024: 51.0%). In 2025, 20.8% of total production was sold
to Scandinavian customers (2024: 13.9%). 16% of the production was sold in the Lithuanian market (2024: 15%).
Assets are divided by individual geographical segments and described in Notes 6 and 7.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
41
6. Intangible assets
The Group’s intangible assets are located in the Republic of Lithuania.

|  |  | Group | Company
| Goodwill | Other intangible | In total | Other intangible
| related to | assets |  | assets
| Šatrija AB |  |  |
Acquisition cost: |  |  |  |
Balance as at 31 December 2023 | 441 | 749 | 1,190 | 615
Additions | - | - | - | -
Disposals and write-offs | (441) | - | (441) | -
Balance as at 31 December 2024 | - | 749 | 749 | 615
Additions | - | - | - | -
Disposals and write-offs | - | (16) | (16) | (16)
Impairment (bankruptcy) of Šatrija AB |  | (134) | (134) | -
Balance as at 31 December 2025 | - | 599 | 599 | 599
Amortisation and impairment: |  |  |  |
Balance as at 31 December 2023 | 37 | 718 | 755 | 584
Amortisation for the reporting period | - | 17 | 17 | 17
Disposals and write-offs | (37) | - | (37) | -
Balance as at 31 December 2024 | - | 735 | 735 | 601
Amortisation for the reporting period | - | 14 | 14 | 14
Disposals and write-offs | - | (16) | (16) | (16)
Impairment (bankruptcy) of Šatrija AB |  | (134) | (134) | -
Balance as at 31 December 2025 | - | 599 | 599 | 599
Carrying amount as at 31 December 2023 | 404 | 31 | 435 | 31
Carrying amount as at 31 December 2024 | - | 14 | 14 | 14
Carrying amount as at 31 December 2025 | - | - | - | -

The Company and the Group do not have internally generated intangible assets. Amortisation expenses of intangible assets are
recognised in general and administrative expenses in the statement of comprehensive income (Note 21). As at 31 December 2024,
the EUR 404 thousand impairment allowance was recognised for the goodwill of Šatrija AB.
As at 31 December 2025, the balances of intangible assets did not include any balances of Šatrija AB.
On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group.
As at 31 December 2025, the acquisition cost of the Group’s and the Company’s fully amortised intangible assets still in use
amounted to EUR 599 thousand and EUR 599 thousand, respectively (as at 31 December 2024: EUR 645 thousand and EUR 515
thousand, respectively).
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
42
7. Property, Plant and Equipment
Group

|  |  |  | Vehicles and other | Construction- |
| Land | Buildings | Structures | property, plant | in-progress | In total
|  |  |  | and equipment |  |
Cost or revalued amount: |  |  |  |  |  |
Balance as at 31 December 2023 | 4 | 6,908 | 457 | 21,227 | 2 | 28,598
Additions | - | - | - | 6 | (2) | 4
Disposals and write-offs | - | (1) | - | (8) | - | (9)
Foreign currency translation differences | - | - | - | - | - | -
Balance as at 31 December 2024 | 4 | 6,907 | 457 | 21,225 | - | 28,593
Additions | - | - | - | 48 | 1 | 49
Disposals and write-offs | - | (340) | - | (76) | - | (416)
Reclassification from investment property | - | 26 | - | - | - | 26
Impairment (bankruptcy) of Šatrija AB | - | (2,456) | (56) | (2,207) |  | (4,718)
Balance as at 31 December 2025 | 4 | 4,137 | 401 | 18,990 | 1 | 23,533
Accumulated depreciation: |  |  |  |  |  |
Balance as at 31 December 2023 | - | 2,081 | 234 | 19,172 | - | 21,487
Depreciation charge for the year | - | 81 | 23 | 333 | - | 437
Depreciation of revalued value | - | 115 | - | - | - | 115
Disposals and write-offs | - | (5) | - | (13) | - | (18)
Balance as at 31 December 2024 | - | 2,272 | 257 | 19,492 | - | 22,021
Depreciation charge for the year | - | 72 | 22 | 280 | - | 374
Depreciation of revalued value | - | 110 | - | - | - | 110
Disposals and write-offs | - | (122) | (1) | (40) | - | (163)
Reclassification from investment property | - | 10 | - | - | - | 10
Impairment (bankruptcy) of Šatrija AB | - | (1,837) | (25) | (2,182) |  | (4,044)
Balance as at 31 December 2025 | - | 505 | 253 | 17,550 | - | 18,308
Carrying amount as at 31 December | 4 | 4,827 | 223 | 2,055 | 2 | 7,111
2023 |  |  |  |  |  |
Carrying amount as at 31 December | 4 | 4,835 | 200 | 1,733 | - | 6,572
2024 |  |  |  |  |  |
Carrying amount as at 31 December | 4 | 3,632 | 148 | 1,440 | 1 | 5,225
2025 |  |  |  |  |  |

The assets of Šatrija AB has been eliminated from the subledger of property, plant and equipment, because, as at 31 December 2025,
Šatrija AB was not a part of the Utenos Trikotažas RAB Group.
As at 31 December 2025, the Group’s assets were located in the Republic of Lithuania .
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
43
7. Property, Plant and Equipment (continued)
Company
Land
Buildings
Structures

|  |  |  | Vehicles, |  |
|  |  |  | equipment and | Construction- |
|  |  |  | other property, | in-progress | In total
|  |  |  | plant and |  |
|  |  |  | equipment |  |
Cost or revalued amount: |  |  |  |  |  |
Balance as at 31 December 2023 | 4 | 4,451 | 401 | 19,003 | 2 | 23,861
Additions | - | - | - | 6 | (2) | 4
Disposals and write-offs | - | - | - | (26) | - | (26)
Impact of revaluation | - | - | - | - | - | -
Transfer* | - | - | - | - | - | -
Balance as at 31 December 2024 | 4 | 4,451 | 401 | 18,983 | - | 23,839
Additions | - | - | - | 48 | 1 | 49
Disposals and write-offs | - | (340) | - | (41) | - | (381)
Reclassification from investment | - | 26 | - | - | - | 26
property |  |  |  |  |  |
Transfer* | - | - | - | - | - | -
Balance as at 31 December 2025 | 4 | 4,137 | 401 | 18,990 | - | 23,533
Accumulated depreciation: |  |  |  |  |  |
Balance as at 31 December 2023 | - | 288 | 212 | 17,085 | - | 17,585
Depreciation for the reporting period | - | 62 | 21 | 274 | - | 357
Depreciation of revalued value | - | 104 | - | - | - | 104
Transfer* | - | - | - | - | - | -
Disposals and write-offs | - | - | - | (26) | - | (26)
Balance as at 31 December 2024 | - | 454 | 233 | 17,333 | - | 18,020
Depreciation for the reporting period | - | 60 | 21 | 257 |  | 338
Depreciation of revalued value | - | 103 | - | - | - | 103
Reclassification from investment | - | 10 | - | - | - | 10
property |  |  |  |  |  |
Disposals and write-offs | - | (122) | (1) | (40) | - | (163)
Balance as at 31 December 2025 | - | 505 | 253 | 17,550 | - | 18,308
Carrying amount as at 31 December | 4 | 4,163 | 189 | 1,918 | 2 | 6,276
2023 |  |  |  |  |  |
Carrying amount as at 31 December | 4 | 3,997 | 168 | 1,650 | - | 5,819
2024 |  |  |  |  |  |
Carrying amount as at 31 December | 4 | 3,632 | 148 | 1,440 | 1 | 5,225
2025 |  |  |  |  |  |

222
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
44
7. Property, Plant and Equipment (continued)
Allocation of depreciation and amortisation of property, plant and equipment, intangible assets, investment property and the right-of-
use asset is disclosed in the table below.

| Group |  |  | Company |
| 2025 | 2024 | 2025 |  | 2024
In the cost of sale (Note 20) | 455 | 486 |  | 414 | 399
In general and administrative expenses | 137 | 173 |  | 135 | 160
(Note 21) |  |  |  |  |
In other operating expenses | 3 | 6 |  | 3 | 6
Total | 595 | 665 |  | 552 | 565

As at 31 December 2025, property, plant and equipment of the Group and the Company with an acquisition cost of EUR 16,337
thousand and EUR 16,337 thousand, respectively, were fully depreciated but still in use (as at 31 December 2024: EUR 17,359
thousand and EUR 14,680 thousand, respectively).
As at 31 December 2025, the Company has pledged its non-current assets to OP Bank and KŪB Pagalbos verslui fondas. The
carrying amount of the Company’s pledged property, plant and equipment amounted to EUR 1,542 thousand (Note 16) (2024: EUR
1,463 thousand).
If buildings were measured using the cost method, the carrying amounts of buildings would be as follows:

| Group | Company
| As at 31 December 2025 | As at 31 December 2025
Acquisition cost | 2,446 | 2,446
Accumulated depreciation and impairment losses | (1,315) | (1,315)
Net carrying amount | 1,131 | 1,131
| Group | Company
| As at 31 December 2024 | As at 31 December 2024
Acquisition cost | 4,291 | 2,676
Accumulated depreciation and impairment losses | (2,836) | (1,363)
Net carrying amount | 1,455 | 1,313

Buildings carried at revalued amounts include warehouses, industrial buildings, a shop, an administration building, etc. Management
has determined that under IFRS 13 all of these form a single asset class based on the nature, characteristics and risks of the assets.
The fair value of the assets was determined using the discounted cash flow method. This means that valuations performed by the
appraiser are based on active market prices for comparable properties adjusted for difference in the nature, location or condition of
the specific property. As at the date of the valuation (20 November 2023), the asset’s fair value was based on valuations performed
by accredited independent appraisers Centro Kubas UAB (Lithuania). The value of the Group’s and the Company’s assets is based
on third level of fair value hierarchy.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
45
7. Property, Plant and Equipment (continued)
Impact of non-current asset revaluation:

| Group | Company
| 3,295 | 2,787
Net book value of the building as at 31 December 2023: |  |
Carrying amount of revalued amount of buildings as at 31 December 2023: | 1,532 | 1,376
Carrying amount of acquisition cost of buildings as at 31 December 2023: | 4,827 | 4,163
Acquisition, reclassification, write-off of buildings | - | -
Acquisition (write-off) of the revalued part of buildings | 4 | -
Depreciation of acquisition cost of buildings | (81) | (62)
Depreciation of the revalued part of buildings | (115) | (104)
Carrying amount of revalued amount of buildings as at 31 December 2024: | 3,180 | 2,683
Carrying amount of acquisition cost of buildings as at 31 December 2024: | 1,455 | 1,314
Net book value of the building as at 31 December 2024: | 4,635 | 3,997
Acquisitions, reclassifications (write-offs, disposal) of buildings | (124) | (124)
Acquisition (write-off, disposal) of the revalued part of buildings | (78) | (78)
Depreciation of acquisition cost of buildings | (72) | (60)
Depreciation of the revalued part of buildings | (110) | (103)
Write-off of acquisition costs of buildings of Šatrija AB | (129) | -
Write-off of revalued portion of Šatrija AB | (490) | -
Carrying amount of revalued amount of buildings as at 31 December 2025: | 2,502 | 2,502
Carrying amount of acquisition cost of buildings as at 31 December 2025: | 1,130 | 1,130
Net book value of the building as at 31 December 2025: | 3,632 | 3,632

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
46
8. Investment property

| Group | Company
Acquisition cost: |  |
Balance as at 31 December 2023 | 227 | 227
Additions | - | -
Balance as at 31 December 2024 | 227 | 227
Disposals and write-offs | (197) | (197)
Reclassification to property, plant and equipment | (26) | (26)
Balance as at 31 December 2025 | 4 | 4
Accumulated depreciation: |  |
Balance as at 31 December 2023 | 76 | 76
Depreciation for the reporting period | 6 | 6
Balance as at 31 December 2024 | 82 | 82
Depreciation for the reporting period | 3 | 3
Disposals and write-offs | (73) | (73)
Reclassification to property, plant and equipment | (10) | (10)
Balance as at 31 December 2025 | 2 | 2
Carrying amount as at 31 December 2023 | 151 | 151
Carrying amount as at 31 December 2024 | 145 | 145
Carrying amount as at 31 December 2025 | 2 | 2

Rental income and related costs have been disclosed in Note 22.
Investment property of the Company and the Group is comprised of buildings rented to a third party.
The fair value of the assets was determined using the discounted cash flow method. This means that valuations performed by the
appraiser are based on active market prices for comparable properties adjusted for difference in the nature, location or condition of
the specific property. At the time of the valuation (November 2023), the fair value of the property is based on appraisals carried out
by accredited independent appraisers, Centro Kubas UAB (Lithuania).
In 2025 and 2024, the management of the Company and the Group, with an assistance of independent valuers engaged to review
the property market, did not identify any indication that the carrying amounts of the properties may be materially different from their
fair values.
The Group’s and the Company’s investment property fair value was estimated based on the level 3 of fair value hierarchy (Note 3.3).

|  | Group |  |  | Company |
| 2025 |  | 2024 | 2025 | 2024 |
| As at 31 |  | As at 31 | As at 31 | As at 31 |
| December |  | December | December | December |
Book value of investment property |  | 2 | 145 |  | 2 | 145
Fair value of investment property |  | 4 | 227 |  | 4 | 227

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
8. Investment Property (continued)
Future rental income of investment property

|  | Group | Company |
| 2025 | 2024 | 2025 | 2024
Within 1 year | 2 | 27 | 2 | 27
After 1 year but not later than 5 years | 2 | 4 | 2 | 4
| 4 | 31 | 4 | 31

No material contractual commitments to purchase, construct, develop, repair or increase the investment property existed at the year-
end.
9. Investments in subsidiaries
The Company’s investments in subsidiaries were as follows as at 31 December:

| 2025 | 2024
Acquisition cost of investments: |  |
Balance as at 1 January | 4,494 | 4,494
Additions | - | -
Write-offs, disposals | (4,373) | -
Balance as at 31 December | 121 | 4,494
Impairment: |  |
Balance as at 1 January | 3,428 | 3,004
Impairment | 1,006 | 424
Write-off, disposal | (4,374) |
Balance as at 31 December | 60 | 3,428
Carrying amount of investments in subsidiaries as at 31 December | 61 | 1,066

On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group. Pursuant to
this decision, in 2025, the Company’s management recognized a 100% impairment loss on the subsidiary’s financial assets in the
amount of EUR 1,005,808.
As at 31 December 2024, EUR 424 thousand impairment of investment in Šatrija AB was recognised and accounted for in the

Company’s statement of comprehensive income under finance expenses.
On 4 November 2025, Utenos trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine, i.e. 98.87% out of the total 98.95% of shares held for EUR 515,000, as well as its claims to the receivables
totalling EUR 161,461.54.
On 19 September 2025, a reorganization was carried out whereby Utenoswear AB was merged into the Company and ceased to exist as a legal entity (will not continue its operations). As at 31 December 2024, the investment in AB UtenosWear was equal to zero. The share capital amounts to EUR 50 thousand. Following the reorganization, the retained earnings of the transferred company
amounting to EUR 1,860 thousand were included in the equity structure of the acquiring company. As a result, the equity of RAB
Utenos Trikotažas increased by EUR 1,910 thousand.

47
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
48
10. Inventories

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| As at 31 | As at 31 | As at 31 | As at 31
| December | December | December | December
Raw materials | 1,955 | 2,277 | 1,955 | 1,951
Work-in-progress | 2,937 | 2,117 | 2,937 | 2,115
Finished goods | 923 | 916 | 923 | 899
Goods for re-sale | 4 | 3 | 4 | 1
| 5,819 | 5,313 | 5,819 | 4,966
Write-down to net |  |  |  |
realisable value: |  |  |  |
Opening balance | (1,624) | (1,610) | (1,312) | (1,298)
Elimination of impairment of Šatrija | 312 | - | - | -
AB |  |  |  |
Change | (228) | (14) | (228) | (14)
Closing balance | (1,540) | (1,624) | (1,540) | (1,312)
| 4,279 | 3,689 | 4,279 | 3,654

In 2025, the EUR 228 thousand impairment for inventories was formed in the Group and the Company (as at 31 December 2024:
EUR 14 thousand).
The acquisition cost of the Group’s and the Company’s inventories accounted for at net realisable value as at 31 December 2024
amounted to EUR 1,770 thousand and EUR 1,770 thousand, respectively (as at 31 December 2024: EUR 2,240 thousand and EUR
1,928 thousand, respectively). Changes in impairment allowance for inventories during 2025 and 2024 were recorded within the
Group’s and the Company’s general and administrative expenses (Note 21).
2025 As at 31 December 2025 and 2024, all inventories have been pledged to the Company's and the Group's bank (Note 16).
11. Trade receivables, contract assets

| Group |  | Company |  |
| 2025 | 2024 | 2025 | 2024 |
| As at 31 | As at 31 | As at 31 | As at 31 |
| December | December | December | December |
Trade receivables, gross | 839 | 612 | 839 |  | 544
Impairment: |  |  |  |  |
Opening balance | (26) | (26) | - |  | -
New accrual during the year | - | - | - |  | -
Impairment of Šatrija AB written-off | 26 | - | - |  | -
Closing balance | - | (26) | - |  | -
| 839 | 586 | 839 |  | 544

Changes in allowance for doubtful trade receivables during 2025 and 2024 were recorded within the Group’s and the Company’s
general and administrative expenses (Note 21).
The ageing analysis for trade receivables is disclosed in Note 3.1.
As at 31 December 2024, the contract assets of the Company and the Group consisted of accrued income of EUR 1,267 thousand
and EUR 1,267 thousand, respectively, which mainly reflects the earned revenue from sewing services under contract for which
invoices had not yet been issued at the end of the year and for which certain performance commitments (e.g. order not fully completed)
had not yet been made. The amount was tested for impairment, but no impairment was identified as at 31 December 2024.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
49
As at 31 December 2024, the contract assets of the Company and the Group consisted of accrued income of EUR 1,523 thousand
and EUR 1,444 thousand, respectively, which mainly reflects the earned revenue from sewing services under contract for which
11. Trade receivables, contract assets (continued)
invoices had not yet been issued at the end of the year and for which certain performance commitments (e.g. order not fully
completed). The amount was tested for impairment, but no impairment was identified.
As at 31 December 2025 and 2024, the Group and the Company did not have other receivable amounts past due.
As at 31 December 2025, the Group and the Company had received advances from customers in the amount of EUR 889 thousand
and EUR 889 thousand, respectively (as at 31 December 2024: EUR 748 thousand and EUR 748 thousand, respectively). The
advances received are reflected as contractual liabilities in the statement of financial position.
12. Other current assets

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
| As at 31 | As at 31 | As at 31 | As at 31
| December | December | December | December
Other current assets |  |  |  |
Taxes receivable and other receivables, except for prepaid | - | 17 | - | -
income tax |  |  |  |
Prepaid income tax | - | - | - | -
Prepayments | 317 | 293 | 317 | 292
Deferred expenses | 47 | 45 | 47 | 37
Total other current assets | 364 | 355 | 364 | 329

13. Cash and cash equivalents
2025

|  | 2024 | 2025 |  | 2024
| As at 31 December | As at 31 | As at 31 |  | As at 31
|  | December | December |  | December
Cash on hand | 6 | 3 |  | 6 | 3
Cash at banks | 366 | 2,351 |  | 366 | 933
| 372 | 2,354 |  | 372 | 936

On 30 December 2024, In accordance with the OP Corporate Bank plc request for interim measures, the cash in current accounts
with banks and other credit institutions of UTENOS TRIKOTAŽAS RAB in the amount of EUR 851 thousand was seized. The
restriction was removed on 25 January 2025.
As at 31 December 2025, there was no restriction on the use of cash.
14. Share capital
As at 31 December 2025 and 2024, the share capital comprised of 9,503,000 ordinary registered shares with the nominal value of
EUR 0.29 each.
As at 31 December 2025 and 2024, all shares were fully paid.
The subsidiaries did not hold any shares of the Company as at 31 December 2025 and 2024. The Company and the Group did not
hold any treasury shares as at 31 December 2025 and 2024.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
50
15. Other reserves
Legal reserve
A legal reserve is a compulsory reserve under the Lithuanian legislation. Annual transfers of not less than 5% of distributable profit of
the Company calculated under the Lithuanian Republic Law on Companies, are compulsory until the reserve reaches 10% of the
share capital. As at 31 December 2025 and 2024, the legal reserve was fully formed. The legal reserve cannot be distributed as
dividends but can be used to cover the accumulated losses.
Revaluation reserve
Revaluation reserve reflects the result of the revaluation (net of deferred tax) of the property, plant and equipment.

| Group | Company
Carrying amount of the revaluation reserve of buildings as at 31 December 2023 | 2,630 | 2,382
Gain on revaluation of buildings | - | -
Depreciation of revaluation of buildings | (102) | (88)
Deferred tax asset | - | -
Carrying amount of the revaluation reserve of buildings as at 31 December 2024 | 2,528 | 2,294
Depreciation of revaluation of buildings | (87) | (87)
Deferred tax asset | (52) | (52)
Change in revaluation reserve due to sale of buildings | (70) | (70)
Discontinued activities of Šatrija AB - elimination of revaluation reserve | (234) | -
Carrying amount of the revaluation reserve of buildings as at 31 December 2025 | 2,085 | 2,085

Reserve for acquisition of treasury shares
In 2019, based on the decision of the shareholders of UTENOS TRIKOTAŽAS AB, a reserve of EUR 1,000 thousand was formed
for acquisition of treasury shares.
Share-based payment reserve
As at 31 December 2023, the Group and the Company have recorded expenses of EUR 25 thousand related to share options
for employees participating in the incentive. In 2024, the value of share option decreased by EUR 8 thousand, as one employee
left the Company. As at 31 December 2024, the share option amounted to EUR 17 thousand. In 2025, the reserve was abolished
by a management decision.
Foreign currency translation reserve
The foreign currency translation reserve represents exchange differences arising on consolidation of financial statements of
foreign subsidiaries (Note 2.13).
As at 31 December 2025, the effect of foreign currency translation on consolidated financial statements was not assessed, as
the shares and claims in the subsidiary PAR Mrija were sold on 4 November 2025 (EUR 167 thousand as at 31 December
2024).
16. Borrowings
Group
Company
2025
2024
2025
2024
As at 31
December
As at 31
December
As at 31
December
As at 31
December
Current
Current portion of non-current bank
borrowings
141
70
141
70
Non-current
Borrowings and interest received from
subsidiaries
-
-
-
1,469
Borrowings and interest received from
related entities
2,335
2,335
2,335
2,335
Non-current borrowings
2,800
5,584
2,800
5,584
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
51
Total borrowings
5,276
7,989
5,276
9,458
16. Borrowings (continued)
Panevėžys Regional Court has approved the restructuring of company Utenos Trikotažas, which aims to shift toward profitability and
ensure sustainable continuity. The court has also approved the company’s four-year restructuring plan, which outlines the necessary
measures and funding sources for its transformation.
The repayment of liabilities accumulated in the restructuring plan was approved in the stipulated terms without applying contractual
and/or statutory penalties and/or interest.
On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and the company is no longer consolidated into the Group. As at 31 December 2024,
the Company’s borrowings from subsidiaries consisted of the loan granted by subsidiary Šatrija AB, amounting EUR 600 thousand
with maturity as at 31 December 2028.
On 19 September 2025, a reorganization was carried out whereby Utenoswear AB was merged into the Company and ceased to
exist as a legal entity (will not continue its operations).
In December 2024, a loan agreement was signed with subsidiary company Utenoswear UAB, amounting EUR 800 thousand. The
loan repayment deadline is in at 31 December 2026. The loan is free of interest.
On 18 December 2020, the Company entered into the loan agreement with SBA Group UAB. As at 31 December 2024, the balance
of the loan granted was EUR 2,232 thousand EUR. The loan matures on 31 December 2028.
On 27 December 2021, a bond subscription agreement and a loan agreement were concluded with manages the Business Assistance
Fund, which provide that the Fund signs and acquires whereas the Company issues ordinary registered bonds of nominal value of
up to EUR 2,300 thousand, and the Fund grants the Company a loan of up to EUR 500 thousand. Pursuant to the agreements, the
liabilities are guaranteed by pledges of current and non-current assets of the Company and Šatrija AB.
On 17 October 2024, following the entry into force of the Panevėžys District Court’s ruling on the four-year restructuring, the interest
on bonds issued and loans granted to Pagalbos verslui fondas KŪB will no longer be estimated, and the maturity date of the bonds
and the loans is scheduled to 31 December 2027.
As at 31 December 2025 and 2024, the balance of the issued bonds amounted to EUR 2,300 thousand, and the loan balance
amounted to EUR 500 thousand.
As of 31 December 2025 and 2024, the bank borrowings were secured by pledged property, plant and equipment and inventories
(Notes 7 and 10).
On 28 March 2019, the Company signed a long-term loan agreement and an overdraft agreement with the Lithuanian branch of OP
Corporate bank plc. As at 31 December 2024, the balance of the overdraft was EUR 95 thousand. As at 31 December 2024, the
balance of the long-term loan was EUR 1,230 thousand, and overdraft was EUR 1,481 thousand.
On 17 October 2024, following the entry into force of the Panevėžys District Court’s ruling on the four-year restructuring, the maturity
of the long-term loan and the overdraft has been postponed to 31 December 2026, and the interest on these loans is no longer
estimated.
Borrowings were received in the following currencies:

|  | Group |  | Company
| 2025 | 2024 | 2025 | 2024
| As at 31 December | As at 31 December | As at 31 December | As at 31 December
EUR | 7,276 | 7,989 | 5,276 | 9,458

The weighted average interest rates (%) were as follows:

| Group |  |  | Company
| 2025 | 2024 | 2025 | 2024
| As at 31 | As at 31 | As at 31 | As at 31 December
| December | December | December |
Current bank borrowings | 4.91 | - | 4.91 | -
Non-current bank borrowings | - | 5.78 | - | 5.78

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
52
16. Borrowings (continued)
The exposure of the borrowings to interest rate changes and the contractual re-pricing dates at the statements of financial position
dates are as follows:
Interest changes

|  | Group |  |  |  | Company |
| 2025 |  | 2024 |  | 2025 |  | 2024
| As at 31 |  | As at 31 |  | As at 31 |  | As at 31 December
| December |  | December |  | December |  |
Every 3 months |  | 76 |  | 146 |  | 76 | 146
Every 6 months |  | - |  | - |  | - | -
Every 12 months |  | - |  | - |  | - | -
|  | 76 |  | 146 |  | 76 | 146
The interest rate of the loans was based on the market rate of interest and, in the assessment of management, the carrying amount of the loans was consistent with their fair value. 17. Leases Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period: Company |  |  |  |  |  |  |

|  |  |  | Other property, |
| Premises | Land | Vehicles | plant and | In total
|  |  |  | equipment |
As at 31 December | 49 | 17 | 81 | - | 147
2023 |  |  |  |  |
Additions | 49 | - | 7 | - | 56
Write-offs and disposals | - | - | (5) | - | (5)
Depreciation expense | (38) | (3) | (40) | - | (81)
As at 31 December | 60 | 14 | 43 | - | 117
2024 |  |  |  |  |
Additions | 63 | - | 36 | 70 | 169
Write-offs and disposals | - | - | (5) | - | (5)
Depreciation expense | (39) | (4) | (23) | (28) | (94)
As at 31 December | 84 | 10 | 51 | 42 | 187
2025 |  |  |  |  |

Group |  |  |  | Other property, |
| Premises | Land | Vehicles | plant and | In total
|  |  |  | equipment |
As at 31 December | 49 | 107 | 111 | - | 267
2023 |  |  |  |  |
Additions | 49 | 37 | 9 | - | 95
Write-offs and disposals | - | - | (5) | - | (5)
Depreciation expense | (38) | (5) | (47) | - | (90)
As at 31 December | 60 | 139 | 68 | - | 267
2024 |  |  |  |  |
Additions | 63 | - | 36 | 70 | 169
Write-offs and disposals | - | - | (5) | - | (5)
Depreciation expense | (39) | (4) | (23) | (28) | (94)
Impairment (bankruptcy) | - | (125) | (25) | - | (150)
of Šatrija AB |  |  |  |  |
As at 31 December | 84 | 10 | 51 | 42 | 187
2025 |  |  |  |  |

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
53
17. Leases (continued)
Set out below are the carrying amounts of lease liabilities and their dynamics during the period:

| Company | Group
As at 1 January 2025 | 120 | 591
Additions | 169 | 169
Increase in interest | 6 | 6
Payments | (101) | (148)
Write-offs and disposals | (5) | (5)
Impairment of Šatrija AB and PAT MTF Mrija | - | (424)
As at 31 December 2025 | 189 | 189
Current | 101 | 101
Non-current | 88 | 88

The maturity analysis of lease liabilities is disclosed in Note 3.1.
The following amounts are recognised in profit or loss:

| Company | Group
Depreciation expense of right-of-use assets | 87 | 87
Interest expense on lease liabilities | 6 | 6
Costs relating to short-term leases | - | -
Costs relating to leases of low-value assets | - | -
Discounts received | - | -
Variable lease payments (included in cost of sales) | 2 | 2
Total amount recognised in profit or loss | 95 | 95

In 2025, the Company and the Group had total cash outflows for leases of EUR 101 thousand and EUR 148 thousand, respectively.
The Group has lease contracts for premises that contains variable payments based on sales turnover. The following provides
information on the Company’s variable lease payments in 2025, including the magnitude in relation to fixed payments:
2025

| Fixed | Variable | In total
| payments | payments |
| EUR | EUR | EUR
| thousand | thousand | thousand
Variable rent with minimum payment | 39 | 2 | 41
| 39 | 2 | 41

The Company and the Group do not have any contracts that include extension and termination options for which the extension
options are expected not to be exercised or termination options are expected to be exercised.
The Company and the Group are lessors
The Company and the Group have entered into operating leases on its investment property portfolio consisting of certain office and
manufacturing buildings (refer to Note 8). These leases have terms of between 1 to 5 years. All leases include a clause to enable
upward revision of the rental charge on an annual basis according to prevailing market conditions. The lessee is also required to
provide a residual value guarantee on the properties.
Rental income recognised by the Group during the year amounts to EUR 4 thousand (2024: EUR 31 thousand).
Future minimum rentals receivable under non-cancellable operating leases as at 31 December were as follows:

| 2025 | 2024
| EUR thousand | EUR thousand
Within one year | 2 | 27
After 2 years but not later than 5 years | 2 | 4
After five years | - | -
| 4 | 31

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
18. Provisions for employee benefits

| Group | Company
Balance as at 31 December 2023 | 318 | 185
Benefits earned | 20 | 10
Interest expense | 10 | 10
Actuarial (gain) loss | - | -
Reversal due to cancelled job contracts | (59) | (59)
Balance as at 31 December 2024 | 289 | 146
Benefits earned | 6 | 6
Interest expense | 21 | 21
Actuarial (gain) loss | 53 | 53
Reversal due to cancelled job contracts | (159) | (16)
Balance as at 31 December 2025 | 210 | 210
| Group | Company
Non-current provisions for employee benefits as at 31 December 2025 | 176 | 176
Current provisions for employee benefits as at 31 December 2025 | 34 | 34
Non-current provisions for employee benefits as at 31 December 2024 | 228 | 119
Current provisions for employee benefits as at 31 December 2024 | 61 | 27

Provisions for pension and jubilee benefits represent amounts calculated according to the collective agreements, which are in force
in the Group and the Company. In the Company, each employee is entitled to receive anniversary payments and, on leaving at
retirement age, a payment of 2 months' salary.
In 2025, provisions were calculated in the Company using a discount rate of 3.83% and a staff turnover rate of 16.26% (2024: discount
rate of 3.53% and staff turnover rate of 20.18%).
The table below discloses the sensitivity of the Group’s and the Company’s provisions to possible changes in key assumptions,
with all other variables held constant.

|  |  | As at 31 December 2025 |  |
|  |  | Group | Company |
| Change in |  |  | Positive | Negative
| assumpti | Positive changes in | Negative changes | changes in | changes in
| on | assumption | in assumption | assumption | assumption
|  |  |  | Decreased by | Increased by
Discount rate | 0.50% | Decreased by 2.44% | Increased by 2.56% | 2.44% | 2.56%
|  |  | Decreased by | Increased by | Decreased by
Salary growth rate | 0.50% | Increased by 2.50% | 2.41% | 2.50% | 2.41%

|  | As at 31 December 2024 |  |
Change | Group |  | Company |
in |  | Negative | Positive | Negative
assumpti | Positive changes | changes in | changes in | changes in
on | in assumption | assumption | assumption | assumption

54
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
55
19. Accrued expenses and other current liabilities
On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the
Group has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group.
On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing
sewing services in Ukraine, i.e. 98.87% out of the total 98.95% of shares held, as well as its claims to the receivables.
As at 31 December 2025, the balances of the Company and its subsidiary Gotija UAB were presented in the financial statements,
in the part dedicated to the Group.

|  | Group |  | Company
| As at 31 | As at 31 | As at 31 | As at 31
| December 2025 | December 2024 | December 2025 | December 2024
Accrued vacation reserve | 667 | 922 | 667 | 625
Salaries and social security | 124 | 343 | 124 | 286
Accounts payables for services and non-current assets | 210 | 169 | 210 | 187
Taxes (excl. income tax) | 78 | 96 | 78 | 69
Provisions for accrued bonuses | 39 | - | 39 | -
Provisions for employee benefits | 34 | 61 | 34 | 27
Other liabilities | 2 | 449 | 2 | 246
| 1,154 | 2,040 | 1,154 | 1,440

20. Cost of sales

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Materials used in production | (7,646) | (5,990) | (7,594) | (5,900)
Salaries and social security | (6,260) | (7,679) | (4,934) | (5,367)
Depreciation and amortisation (Notes | (455) | (486) | (414) | (399)
6, 7, 8 and 17) |  |  |  |
Cost of materials sold | (480) | (469) | (481) | (467)
Other additional expenses* | (4,970) | (2,629) | (5,385) | (2,708)
| (19,811) | (17,253) | (18,808) | (14,841)

|  | Decreased by | Increased by | Decreased by | Increased by
Discount rate | 0.50% | 2.39% | 2.51% | 2.14% | 2.23%
|  | Increased by | Decreased by |  | Decreased by
Salary growth rate | 0.50% | 2.51% | 2.41% | Increased by 2.23% | 2.16%

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
56
21. Selling, General and Administrative Expenses

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Selling expenses |  |  |  |
Salaries and social security | (680) | (595) | (648) | (537)
Advertising, marketing costs | (154) | (130) | (153) | (130)
Agency costs | (107) | (39) | (107) | (39)
Transport costs | (217) | (223) | (215) | (222)
Maintenance costs of retail outlets | (37) | (28) | (37) | (28)
Depreciation and amortisation (Notes 6, 7, 8 and 17) | (43) | (47) | (43) | (47)
Other selling expenses | (84) | (164) | (75) | (162)
Total selling expenses | (1,322) | (1,226) | (1,278) | (1,165)
General and administrative |  |  |  |
expenses |  |  |  |
Salaries and social security | (704) | (852) | (674) | (609)
Communication and consulting services* | (242) | (552) | (229) | (468)
Taxes (other than income tax) | (108) | (155) | (48) | (53)
Depreciation and amortisation | (94) | (126) | (92) | (113)
Security services | (155) | (171) | (85) | (81)
Car operating expenses | (44) | (50) | (32) | (33)
Fees to financial institutions | (46) | (40) | (43) | (37)
Operating expenses of premises | (28) | (41) | (26) | (36)
Business trip costs | (4) | (4) | (4) | (1)
Representation expenses | (14) | (21) | (14) | (21)
Allowance (reversal) and write-off of trade receivables | - | 40 | - | 8
Impairment and write-offs of non-current | - | (404) | - | -
assets |  |  |  |
Allowance (reversal) and write-off of inventories | (327) | (35) | (327) | (35)
Other | (398) | (336) | (239) | (175)
| (2,164) | (2,747) | (1,813) | (1,654)
| (3,486) | (3,973) | (3,091) | (2,819)

* In 2025, no non-audit services were received from independent auditors. An amount of EUR 2.4 thousand was paid in 2024 (SA8000-
Surveillance audit).
22. Other Income and Expenses
Group
Company
2025
2024
2025
2024
Gain on disposal of non-current assets
378
26
377
2
Rental income
27
37
21
28
Other operating income
144
2,012
122
4
Other income
549
2,075
520
34
Loss from disposal of non-current assets
-
-
-
-
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
57
Expenses related to leased assets
(12)
(15)
(7)
(9)
Depreciation of leased assets
(3)
(6)
(3)
(6)
Other expenses
(15)
(21)
(10)
(15)
23. Finance Expenses, net

|  | Group | Company |
| 2025 | 2024 | 2025 | 2024
Gain on foreign exchange | - | - | - | 2
Interest income | 2 | 12 | 41 | 60
Other finance income | 676 | - | 676 | -
Income from financing activities | 678 | 12 | 717 | 62
Interest expense* | (135) | (445) | (135) | (466)
Loss on foreign exchange | (106) | (79) | (12) | -
Impairment of loans and interest of loans | (40) | - | (40) | (62)
Impairment of investments in subsidiary | (1,006) | - | (1,006) | (424)
Other finance expenses | - | (2) | - | -
Finance costs | (1,287) | (526) | (1,193) | (952)

*Interest is calculated on the loans measured at amortised cost.
24. Income tax
Income tax expenses comprise the following:

| Group |  | Company |
| 2025 | 2024 | 2025 | 2024
Current income tax | (70) | - | (70) | -
Change of deferred income tax | 26 | 25 | 25 | 23
Income tax (expenses) recognised in the statement of comprehensive income | (44) | 25 | (45) | 23

Reconciliation of the reported amount of income tax expenses for the year to the amount of income tax that would be calculated
applying the statutory income tax rate on profit before tax:

|  |  | Group |  |  |  | Company |
|  |  | Effective | Effective |  |  | Effective | Effective
| 2025 | 2024 | tax rate | tax rate | 2025 | 2024 | tax rate | tax rate
|  |  | 2024 (%) | 2023 (%) |  |  | 2025 (%) | 2024 (%)
Profit (loss) before tax | (477) | (1,890) | - | - | 60 | (3,460) | - | -
Income tax (expenses) | (76) | 283 | (16.0) | (15.0) | (10) | 519 | (16.0) | (15.0)
Effect of different tax rates | 4 | 5 | (0.8) | (0.3) | - | - | - | -
for a subsidiary in Ukraine |  |  |  |  |  |  |  |
Used tax losses carried |  |  |  |  |  |  |  |
forward for which deferred | - | 533 | - | (28.2) | - | - | - | -
tax assets was not recognised |  |  |  |  |  |  |  |
Impact of permanent | 28 | (796) | (5.9) | 42.2 | (35) | (496) | (5.6) | 14.3
differences |  |  |  |  |  |  |  |
Income tax (expenses) |  |  |  |  |  |  |  |
recognised in the statement of comprehensive income | (44) | 25 | 9.3 | (1.3) | (45) | 23 | (74.2) | (0.67)

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
58
24 Income Tax (continued)
In 2025, deferred income tax asset and liability related to the entities operating in Lithuania were estimated using a tax rate of 16%
(2024: 15%). Deferred income tax asset and liability relating to entity operating in Ukraine were estimated using a tax rate of 18%.
The movement in the Group’s and the Company’s deferred tax assets and deferred tax liabilities accounts (prior to and after offsetting
the balances) during the period was as follows:

|  |  | Recognised |
| As at 31 | Recognised | in other | As at 31
| December | in profit or | comprehensi | December
Group | 2024 | loss | ve income | 2025
Deferred tax liabilities |  |  |  |
Depreciation of property, plant and equipment | (129) | 8 | - | (121)
Revaluation of property, plant and equipment | (664) | 17 | (39) | (686)
Deferred tax liabilities | (793) | 25 | (39) | (807)
Less: deferred tax liability netted with deferred tax asset | 256 | (256) | - | -
Impairment of Šatrija AB | - | 302 | - | 302
Deferred tax liabilities, net | (537) | 71 | (39) | (505)

Deferred income tax, net
(537)
71
(39)
(505)

|  |  | Recognised |
| As at 31 | Recognised | in other | As at 31
| December | in profit or | comprehensi | December
Group | 2023 | loss | ve income | 2024
Deferred tax liabilities |  |  |  |
Depreciation of property, plant and equipment | (137) | 8 | - | (129)
Revaluation of property, plant and equipment | (681) | 17 | - | (664)
Deferred tax liabilities | (818) | 25 | - | (793)
Less: deferred tax liability netted with deferred tax asset | 256 | - | - | 256
Deferred tax liabilities, net | (562) | 25 | - | (537)
Deferred income tax, net | (562) | 25 | - | (537)

|  |  | Recognised in |
|  |  | other | As at 31
| As at 31 | Recognised in | comprehensive | December
Company | December 2024 | profit or loss | income | 2025
Deferred tax liabilities |  |  |  |
Depreciation of property, plant and equipment | (154) | 7 | - | (147)
Revaluation of property, plant and equipment | (337) | 17 | (38) | (358)
Deferred tax liability | (491) | 24 | (38) | (505)
Less: deferred tax liability netted with deferred tax | - | - | - | -
asset* |  |  |  |
Deferred tax liabilities, net | (491) | 23 | (38) | (505)
Deferred income tax, net | (491) | 23 | (38) | (505)

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
59
24. Income Tax (continued)
Deferred income tax asset and liabilities are netted as much as they are related to the tax institution and with the condition that tax
institution does not perform such coverings.
As at 31 December 2025, UTENOS TRIKOTAŽAS AB had EUR 2,013 thousand for tax loss carry forward, for which no deferred
income tax asset was recognised due to uncertainties related to its realisation.
As at 31 December 2024, UTENOS TRIKOTAŽAS AB had EUR 6,880 thousand for tax loss carry forward, for which no deferred
income tax asset was recognised due to uncertainties related to its realisation. Tax losses of EUR 1,032 thousand can be carried
forward for an unlimited period of time. In line with the tax loss transfer agreements with the subsidiary Utenoswear UAB and SBA
HOME UAB, Utenos trikotažas AB transferred tax losses in the amount of EUR 1,209 thousand and EUR 1,421 thousand,
respectively. As at 31 December 2024, the subsidiary PAT MTF Mrija had tax losses for carry forward amounting to EUR 1,649
thousand, for which it did not recognise deferred tax assets due to uncertainties related to their realisation.
These tax losses may be carried forward for an unlimited period of time.
The shares in PAT MTF Mrija were sold on 4 November 2025, there deferred tax was not calculated.
25. Earnings per Share
Profit per share reflect the Group’s net profit, divided by the number of shares. The Company has no dilutive instruments, therefore
basic and dilutive earnings per share are equal. Calculation of the profit per share is presented below:

Group | 2025 | 2024
Profit (loss) attributable to the equity | (474) | (1,791)
holders of the Group |  |
Weighted average number of shares | 9,503 | 9,503
in issue (thousand) |  |
Earnings per share/notional profit | (0.05) | (0.19)
(loss) (in EUR) |  |

26. Related Party Transactions
The parties are considered related when one party has the possibility to control the other one or have significant influence over the
other party in making financial and operating decisions. The related parties of the Group are as follows:
Related party Description of relation
A. Martinkevičius Ultimate controlling individual
SBA Grupė UAB Ultimate parent company, exercising control through majority of Board members
SBA Group companies Koncernas SBA UAB subsidiaries
Company
As at 31
December 2023

|  |  | Recognised in |
|  |  | other | As at 31
|  |  | comprehensive | December
|  | Recognised in profit or loss | income | 2024
Deferred tax liabilities |  |  |  |
Depreciation of property, plant and equipment | (162) | 8 | - | (154)
Revaluation of property, plant and equipment | (352) | 15 | - | (337)
Deferred tax liability | (514) | 23 | - | (491)
Less: deferred tax liability netted with deferred | - | - | - | -
tax asset* |  |  |  |
Deferred tax liabilities, net | (514) | 23 | - | (491)
Deferred income tax, net | (514) | 23 | - | (491)

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
60
Company’s management Directors, Board members and their family members
26. Related Party Transactions (continued)
Besides related parties of the Group, subsidiaries of the Company are treated as related parties of the Company.
I n the normal course of business, the Company and the Group enter into transactions with their related parties. These transactions
are priced predominantly at market rates. Judgement is applied in determining if transactions are priced at market or non-market
rates, where there is no active market for such transactions. The basis for valuation is the pricing of similar transactions with related
parties, if such information is available to the Company and the Group .
As at 31 December 2024, the management of the Group and the Company held 0.002% of the shares of PAT MTF Mrija.
Information on less than 100% owned subsidiaries
Further is the financial information on subsidiaries, in which a non-controlling interest is held.
Equity interest attributable to non-controlling interests:

| Country of incorporation | 2025 | 2024
| and operation |  |
Šatrija AB* | Lithuania | - | 10.22%
PAT MTF Mrija** | Ukraine | - | 1.05%

* On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group
has lost control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group. Until this date,
the equity interest of AB Šatrija was attributed to non-controlling interest.
** On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing sewing
services in Ukraine. Until this date, the equity interest of PAT MTF Mrija was attributed to non-controlling interest.
On 19 September 2025, a reorganization was carried out whereby Utenoswear AB was merged into the Company and ceased to
exist as a legal entity (will not continue its operations).

| As at 31 | As at 31 December 2024
Accumulated balances of non-controlling interest: | December 2025 |
Šatrija AB | 107 | 107
PAT MTF Mrija | 12 | 12

Summary of statement of comprehensive income for 2025:

| Gotija UAB | Šatrija AB | PAT MTF Mrija
Revenue | - | 965 | 579
Cost of sales | - | (1,212) | (359)
Administrative expenses | - | (223) | (136)
Other operating income (expenses) | - | 22 | 2
Finance income (expenses) | - | 1 | (252)
Profit before tax | - | (447) | (166)
Income tax | - | 1 | -
Profit from continued operations for the year | - | (446) | (166)
Total comprehensive income | - | (446) | (166)
Attributable to non-controlling interest | - | (45) | (2)

UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
61
26. Related Party Transactions (continued)
Summary of statement of comprehensive income for 2024:
Summary of statement of financial position as at 31 December 2025:

| Gotija UAB | Aboutwear UAB | Šatrija AB | PAT MTF Mrija
Inventories, cash on hand and cash at bank | 59 | - | - | -
(current assets) |  |  |  |
Property, plant and equipment and other non- current financial assets (non-current assets) | - | - | - | -
Trade and other payables (current) | - | - | - | -
Interest-bearing loans and borrowings and deferred | - | - | - | -
tax liabilities (non-current) |  |  |  |
Total equity | 59 | - | - | -
Attributable to: |  |  |  |
Parent company | 59 | - | - | -
Non-controlling interests | - | - | - | -
Šatrija AB and PAT MTF Mrija are not included in the statement of financial position as at 31 December 2025. Summary of statement of financial position as at 31 December 2024: |  |  |  |

| Gotija UAB | Aboutwear UAB | Šatrija AB | PAT MTF Mrija
| Gotija UAB | Aboutwear UAB | Šatrija AB | PAT MTF Mrija
Inventories, cash on hand and cash at bank | 60 | 1,152 | 392 | 103
(current assets) |  |  |  |
Property, plant and equipment and other non- current financial assets (non-current assets) | - | - | 1,577 | -
Trade and other payables (current) | - | (42) | (628) | (1,885)
Interest-bearing loans and borrowings and deferred | - | -- | (296) | (1,237)
tax liabilities (non-current) |  |  |  |
Total equity | 60 | 1,110 | 1,045 | (3,019)

Revenue
-
-
2,546
459
Cost of sales
-
-
(2,367)
(325)
Administrative expenses
-
(89)
(933)
(173)
Other operating income (expenses)
-
2,000
9
25
Finance income (expenses)
-
1
33
(147)
Profit before tax
-
1,912
(712)
(160)
Income tax
-
-
(2)
-
Profit from continued operations for the year
-
1,912
(710)
(160)
Total comprehensive income
-
1,912
(710)
(160)
Attributable to non-controlling interest
-
-
(72)
(2)
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
62
Attributable to:
Parent company
60
1,110
938
(3,031)
Non-controlling interests
-
-
107
12
26. Related Party Transactions (continued)
Related party transactions are disclosed below:

|  | Group |  | Company
| 2025 | 2024 | 2025 | 2024
Sales of goods and services and other sales |  |  |  |
Subsidiaries of the Company | - | - | 2 | 1
SBA Group companies | 174 | - | 107 | -
Ultimate parent company | - | - | - | -
| 174 | - | 109 | 1

|  | Group |  |  | Company
| 2025 |  | 2024 | 2025 | 2024
Interest income |  |  |  |  |
Subsidiaries of the Company |  | - | - | 40 | 60
|  | - | - | 40 | 60

|  | Group |  |  | Company
| 2025 |  | 2024 | 2025 | 2024
Interest expense |  |  |  |  |
Subsidiaries of the Company |  | - | - | - | 22
Ultimate parent company |  | 26 | 36 | 26 | 36
|  | 26 | 36 | 26 | 58

|  | Group |  | Company
| 2025 | 2024 | 2025 | 2024
Purchases of goods and services |  |  |  |
Subsidiaries of the Company | - | - | 572 | 280
Ultimate parent company | 99 | 287 | 99 | 267
Other related parties | 83 | 141 | 75 | 123
| 182 | 428 | 746 | 670

Group
Company
As at 31
December
2025
As at 31
December
2024
As at 31
December
2025
As at 31
December
2024
Amounts receivable, prepayments
and loans
Accounts receivable from subsidiaries of the
Company, gross*
-
-
-
1
Impairment
-
-
-
(1)
Accounts receivable from
subsidiaries of the Company, net
-
-
-
-
Prepayments to subsidiaries
-
-
-
30
Loans granted and interest
receivables from subsidiaries,
gross**
-
-
-
60
Impairment
-
-
-
(91)
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
63
Prepayments, loans granted and
interest receivable from the
Company’s subsidiaries, net
-
-
-
-
-
-
-
-
26 Related Party Transactions (continued)
* As at 31 December 2024, accounts receivable consisted only of accounts receivable from PAT MTF Mrija.
**As at 31 December 2024, the amount stands for the loan (including interest receivables) granted to PAT MTF Mrija with a fixed
annual interest rate of 6%.
As at 31 December 2024, an impairment of EUR 91 thousand was made on receivables from PAT MTF Mrija and on interest-
bearing loans.
Interest rates set for loans granted to related parties by the Company are based on the market interest rates set for similar
borrowings, therefore, the carrying amount of loans granted to related parties is approximately equal to their fair value.

| Group |  | Company |
| As at 31 | As at 31 | As at 31 | As at 31
| December | December | December | December 2024
| 2025 | 2024 | 2025 |
Current and non-current payables |  |  |  |
Subsidiaries of the Company: |  |  |  |
Borrowings | - | - | - | 1,469
Other payables | - | - | 59 | 107
SBA Group companies: |  |  |  |
Other related parties | 209 | 197 | 209 | 194
Ultimate parent company | 2,721 | 2,692 | 2,721 | 2,690
| 2,930 | 2,889 | 2,989 | 4,460

Except for loans and borrowings, payables to or receivables from related parties have no interest. Except for dividends and loans
which are respectively paid out or settled based on the legal or contractual requirements, other balances are settled within 15-30
days.
Balances at the year-end have no collaterals and all transactions are carried out in cash unless otherwise agreed.
As at 31 December 2025, the amount of loan from the subsidiary Šatrija AB amounted to EUR 600 thousand and accounted for in
non-current liabilities.

|  | Group |  | Company |
Key management remuneration including social | 2025 | 2024 | 2025 | 2024 |
security costs |  |  |  |  |
Remuneration of the management | 414 | 454 | 274 |  | 247
Calculated pension and anniversary benefits to management | 5 | 17 | 5 |  | 6
| 419 | 471 | 279 |  | 253

Management includes managing director, functional directors and chief accountant.
In 2025 and 2024, the management of the Group and the Company did not receive any loans, guarantees, any other payments or
property transfers were not made or accrued. Remuneration to management comprise base salary and related social security costs.
In December 2021, guarantee agreements were signed with OP Corporate Bank, KŪB Pagalbos verslui fondas and the subsidiaries
Aboutwear UAB and Šatrija AB. Under these agreements, guarantors guarantee to the creditors that UTENOS TRIKOTAŽAS AB will
fulfil all of its obligations. As at 31 December 2025, there were no any guarantees with Aboutwear UAB.
No guarantees were issued on behalf of related parties as at 31 December 2025.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
64
27. Contingent Liabilities and Commitments
As at 31 December 2025 and 2024, the Company and the Group had no material commitments for acquisition of property, plant and
equipment or intangible assets.
From 2003 to the end of 2025, the State Tax Inspectorate did not perform a full tax assessment of the Company and the Group (a
partial Company’s tax assessment was performed in 2017). In accordance with applicable laws, the State Tax Inspectorate can at
any time assess the Company’s accounting archive and registers within 3-5 years before the reporting taxable period and can
calculate additional taxes and sanctions.
The Company’s management is not aware of any circumstances that would cause the company any additional material tax liabilities.
Going concern
In 2025, the Company’s net profit amounted to EUR 15 thousand, whereas the Group’s net loss totalled EUR 521 thousand. It
should be noted that the impairment of the investment in Šatrija AB, amounting to EUR 1.006 million, had a particularly significant
negative impact on the net profit of both the Company and the Group. Therefore, in assessing the operating results for 2025
irrespective of this one-time effect, it could be said that following a loss-making 2024 (when the Company and the Group incurred
losses of EUR 3,460 thousand and EUR 1,890 thousand, respectively), the Company and the Group returned to profitability. Given
this, it can be stated that the Company has sufficient liquidity to continue as going concern.
Other significant events in 2025 included the sale of shares in the subsidiary PAT MTF Mrija, as well as claims to receivables and
other real estate not directly used in the Company’s operations. All of these transactions were carried out pursuant to the approved
restructuring plan of the Company, with the proceeds used to settle existing mortgage-secured claims. The Company is also fulfilling
all of its current operational obligations and settlements, as provided for in the approved restructuring plan .
28. Subsequent events
There have been no significant subsequent events up to the date of approval of the financial statements that could have a material
effect on the financial statements of the Company and the Group.
UTENOS TRIKOTAŽAS RAB, company code 183709468, J. Basanavičiaus str. 122, Utena, Lithuania
CONSOLIDATED AND COMPANY’S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in EUR thousand, unless otherwise stated)
65
CONFIRMATION OF RESPONSIBLE PERSONS
Pursuant to Article 21 of the Law on Securities of the Republic of Lithuania and the Rules of the Board of the
Bank of Lithuania for the Preparation and Presentation of Periodic and Additional Information, we, Nomeda
Kaučikienė, Managing Director, Aurimas Likus, Finance Director, and Reda Kučinskienė, Chief Accountant
of UTENOS TRIKOTAŽAS AB, hereby confirm that, to the best of our knowledge, the consolidated and the
Company’s financial statements as well as the management report for 2025 have been prepared in accordance
with IFRS Accounting Standards as adopted by the European Union, and give a true and fair view of UTENOS
TRIKOTAŽAS AB and the consolidated assets, liabilities, financial position, profit or loss and cash flows of
the Group.
Managing Director Nomeda Kaučikienė
Finance Director Gediminas Kudarauskas
Chief Accountant Reda Kučinskienė
Utena, 03/04/2026
UTENOS TRIKOTAŽAS RAB
CONSOLIDATED ANNUAL MANAGEMENT REPORT
For the year ended 31 December 2025
67
2
former name UAB Aboutwear, the name was changed after the sale of the rights to the trademark ABOUT
1. Reporting Period Covered by the Annual Report
The Annual Management Report covers the period from 1 January 2025 to 31 December 2025. All amounts in the Annual
Management Report are presented as at 31 December 2025 or for the year than ended, unless otherwise stated. Further
in this report UTENOS TRIKOTAŽAS RAB can be referred to as the Company or the Issuer.
2. Issuer and its contact data
Company name
Legal and organisation
form
Date and place of
incorporation
Registration code
Code of the Register of
Legal Entities
Authorised share capital
Address
Name of Register of Legal
Entities
Telephone
Fax
E-mail
Website
Main activities
Auditor
Restructured UTENOS TRIKOTAŽAS AB
Legal entity, public company
Registered with the Register of Legal Entities of Utena District on 6 December 1994.
Reregistered with the Ministry of Economy of the Republic of Lithuania on 18
September 1998.
BĮ 98-257
183709468
EUR 2,755,870
J.Basanavičiaus g.122, LT-28214, Utena, Lithuania
Registrų centras VĮ
+370 389 51445
+370 389 69358
utenos.trikotazas@ut.lt
www.ut.lt
Production of knit-wear and textile articles
Grant Thornton Baltic UAB
3. Nature of the Issuer’s Operations
UTENOS TRIKOTAŽAS AB operates in the field of light industry. The Company’s principal activity is production of knit-
wear and textile articles.
UTENOS TRIKOTAŽAS RAB types of activities:
- production of knit-wear and textile articles;
- production of mass-consumption goods which is closely related to principal activities;
- retail and wholesale trade in own production and production of other companies in local and foreign
markets;
- rendering of services to natural and legal persons.
Šatrija AB type of activity:
- sewing of clothes;
MTF Mrija PAT type of activity:
- production of knitwear;
- sewing of knitwear;
Gotija UAB type of activity:
- retail trade;
Utenoswear UAB
2
types of activities:
- retail and wholesale trade;
4. Company and Group Companies
68
The Company and the Group companies do not have branches or representative offices.
5. Agreements with Intermediaries of Securities’ Public Turnover
On 25 September 2005, the Issuer concluded a service agreement with the Department of Safe Custody Services of SEB
Vilniaus Bankas AB, address Gedimino ave. 12, LT-01103 Vilnius. In 2018, the accounting and servicing of the Issuer’s
securities was transferred to Artea Bankas AB.
On 25 April 2007, the Issuer concluded an agreement with OMX Exchanges Ltd. on the system of service provision,
disclosure and communication of information.
6. Overview of the Company's Activities
During 12 months of 2025, the Group of companies Utenos Trikotažas RAB (hereinafter – the Group) realised orders for
products and services at an amount of EUR 22,9 million, showing an increase by 28.7%, compared to the previous year
when the Group’s sales amounted to EUR 17.8 million. The Group exported 83.6% of total production.
During 12 months of 2025, the company Utenos Trikotažas RAB earned EUR 21.9 million of income. Sales revenue
increased by EUR 6.9 million or 45.5% compared to the same period in 2023. The Company‘s sales income related to
export accounted for 83.2%.
Compared to the corresponding period of the previous year, sales of on-demand production – the largest segment of the
Group’s sales – increased by 51.1% to EUR 19.5 million. Sales of the Company’s brands, UTENOS and ABOUT,
increased by 3.2% to EUR 2.4 million, whilst sale of services of specialized clothing manufacture provided by the
subsidiary Šatrija decreased by 62.1%.
During 12 months of 2025, the Group incurred a loss before tax of EUR 477 thousand, compared to a loss before tax of
EUR 1,890 thousand for the same period in 2024. During the same period, Utenos Trikotažas AB earned EUR 60
thousand of profit before taxes, whereas a year ago the Company incurred a loss before taxes of EUR 3,460 thousand.
The Group’s EBITDA is positive at EUR 728 thousand, i.e. a EUR 1,438 thousand improvement compared to the same
period in 2024. The Company’s EBITDA is positive at EUR 1,087 thousand, i.e. a EUR 3,090 thousand improvement
compared to the same period in 2024, when the Company’s EBITDA was negative at EUR 2,003 thousand.
On 22 July 2025, Šatrija AB lodged an application for insolvency proceedings before the Court.
On 17 September 2025, the Šiauliai Regional Court initiated bankruptcy proceedings against Šatrija AB due to the
company's unprofitable operations and liabilities exceeding its assets.
On 4 November 2025, Utenos Trikotažas completed a transaction to sell a majority holding in Mrija, its subsidiary providing
sewing services in Ukraine, i.e. 98.87% of its shares and its claims to the receivables.
7. Key performance indicators of the Group
UT group sales, profit, price per share for the last 5 years:
69
2
On 9 December 2024, the rights to the trademark ABOUT were sold
2025
2024
2023
2022
2021
Sales (EUR’000)
22,895
17,796
22,241
34,509
30,443
Profit for the year (loss) (EUR’000)
(521)
(1,865)
(2,554)
(1,920)
(3,111)
Price per share
0.310
0.298
0.480
0.630
0.760
Trade
Group
Company
Sales (EUR’000)
2025
2024
Change,
2025
2024
Change,
12
months
12
months
per cent
12
months
12
months
per cent
On-demand production
19,521
12,916
51.1
19,521
12,916
51.1
Own brands (ABOUT
2
, UTENOS)
2,409
2,334
3.2
2,404
2,155
11.6
Services of specialized clothing
manufacture
965
2,546
(62.1)
-
-
-
22,895
17,796
28.7
21,925
15,071
45.5
Sales (EUR’000)
2025
2024
Change,%
2023
UTENOS TRIKOTAŽAS RAB
21,925
15,071
45.5
19,525
Šatrija AB
965
2,546
(62.1)
2,608
PAT MTF Mrija
577
459
25.7
590
Gotija UAB
-
-
-
-
Utenoswear UAB
-
-
-
-
Elimination of intercompany transactions
(572)
(280)
104.3
(482)
22,895
17,796
28.7
22,241
Sales by regions
In 2025, the Company sold goods and services by total amount of EUR 21.9 million. Trade volume increased by EUR 6.8
million compared to 2024. The Company exported 83.2% of its production to Western Europe and other countries, and
sold 16.8% of its production in Lithuania.
In 2025, the total sales of goods and services of UTENOS TRIKOTAŽAS RAB group (hereinafter “the Group”) amounted
to EUR 22.9 million. The Group exported 83.6%, whereas sold in Lithuania 16.4% of total production.
Lithuania
In 2025, the Company sold EUR 3.7 million worth of knitwear products in Lithuania. The sales in Lithuania have decreased
by EUR 1.2 million or 45.4%
In 2025, the Group’s sales in Lithuania amounted to EUR 3.8 million, which is by EUR 1.2 thousand more than in 2024.
Export
In 2025, the Company exported knitwear at the amount of EUR 18.2 million. Export volumes increased by EUR 5.7 million
or 45.5%, compared to 2024. Western European retail chains remained the Company’s major customers.
In 2025, the Group’s exports to Western Europe and other regions amounted to EUR 19.1 million, which is an increase
by EUR 3.9 million, compared to 2024.
Trade by regions is disclosed in Note 5 to the financial statements.
Operating figures
Group
Company*
2025
2024
2023
2025
2024
2023
Manufactured items, units’000
1,411
1,171
1,486
1,388
1,020
1,357
70
Number of employees at the end of the year
367
624
798
366
396
539
* The production of UTENOS TRIKOTAŽAS RAB is shown in conjunction with the subsidiary’s production according to
the Company’s orders.
Production
In 2025, the Company produced 510 thousand units of knit-wear products. The Company’s subcontractors (including
subcontractors in Ukraine) produced 877 thousand units of knit-wear items or 63.2% of the total production volume. In
2025, Šatrija AB produced 23 thousand units of sewn products. In 2025, MTF Mrija PAT produced 390 thousand units of
sewn products.
Production (units’000)
2025
2024
Change,%
UTENOS TRIKOTAŽAS RAB
998
851
17.3
Šatrija AB
23
76
(69.7)
PAT MTF Mrija
390
244
59.8
Gotija UAB
-
-
-
Utenoswear UAB
-
-
-
1,411
1,171
20.5
Financial indicators
Group
Company
2025
2024
2023
2025
2024
2023
Revenue (EUR’000)
22,895
17,796
22,241
21,925
15,071
19,525
Operating profit (loss) (EUR’000)
132
(1,376)
(2,210)
536
(2,570)
(2,017)
Operating profit (loss) margin (%)
0.6
(7.7)
(9.9)
2.4
(17.1)
(10.3)
EBITDA*
728
(710)
(1,554)
1,087
(2,003)
(1,455)
EBITDA margin (%)
3.2
(4.0)
(7.0)
5.0
(13.3)
(7.5)
Profit (loss) before tax (EUR’000)
(477)
(1,890)
(2,568)
60
(3,460)
(2,507)
Profit (loss) before tax, margin (%)
(2.1)
(10.6)
(11.5)
0.3
(22.9)
(12.8)
Net profit (loss) for the year (EUR’000)
(521)
(1,865)
(2,554)
15
(3,437)
(2,495)
Net profit (loss) margin (%)
(2.3)
(10.5)
(11.5)
0.1
(22.8)
(12.8)
Number of shares (thousand units)
9,503
9,503
9,503
9,503
9,503
9,503
* EBITDA is calculated as profit (loss) before tax from the statement of comprehensive income, plus finance costs, minus
finance income, plus depreciation and amortisation.
Benchmarks
Group
Company
2025
2024
2023
2025
2024
2023
Return on capital employed (%)
(net profit to share capital ratio)
(18.9)
(67.6)
(92.7)
0.5
(124.7)
(90.5)
71
Average return on assets (%)
(net profit to assets ratio)
(4.2)
(12.0)
(17.7)
0.1
(24.4)
(18.5)
Rate on return on equity (%)
(net profit to equity ratio)
(109.1)
(477.2)
(122.5)
3.0
270.7
(115.1)
Debt ratio (%)
(liabilities to assets ratio)
96.2
97.5
85.5
96.2
109.0
83.9
Debt to equity ratio (%)
(total liabilities divided by shareholder’s equity)
2,523.7
3,869.5
591.8
2,517.4
(1,208.2)
520.6
Total liquidity ratio (%)
(current assets to current liabilities ratio)
241.7
249.7
88.3
241.6
256.2
86.2
Capital to assets ratio (%)
3.8
2.5
14.5
3.8
(9.0)
16.1
Indicators related to share price
2025
2024
2023
P/E (price to earnings per share ratio)
(6.22)
(1.52)
(1.80)
EPS (earnings per share)
(0.05)
(0.19)
(0.27)
EV/EBITDA (enterprise value at securities
exchange to EBITDA ratio)
10.78
(13.70)
(6.36)
EV/EBIT (enterprise value at securities
exchange to EBIT ratio)
59.51
(5.14)
(4.13)
Investments
In 2025, the Company invested EUR 25.3 thousand in other non-current assets, EUR 6.9 thousand in equipment
and EUR 16.6 thousand in vehicles.
8. Information About Trade in the Issuer’s Securities in Regulated Markets
The Company’s shares are listed on the Official List of the National Stock Exchange, as well on the Baltic List of the
Lithuanian, Latvian and Estonian stock market. 9,503,000 of ordinary registered shares have been registered for public
turnover of securities. ISIN code ISIN LT0000109324. Vilnius is place of registration of shares. A nominal value of one
share is EUR 0.29.
9. Information Regarding the Price of Shares and Their Dynamics
Dynamics of the share price of UTENOS TRIKOTAŽAS AB during 2023-2025 (EUR):
72
Price ratios
2025
2024
2023
2023
2022
2021
2020
Opening price, EUR
0.30
0.48
0.61
0.61
0.78
0.92
0.94
Highest price, EUR
0.416
0.57
0.74
0.74
0.80
0.98
1.04
Lowest price, EUR
0.26
0.155
0.478
0.48
0.45
0.75
0.80
Last price, EUR
0.31
0.298
0.48
0.48
0.63
0.76
0.90
Turnover, units
126,029
131,596
45,363
45,363
51,808
140,306
56,369
Turnover, EUR million
0.04
0.04
0.03
0.03
0.04
0.12
0.05
Capitalisation, EUR million
2.95
2.83
4.56
4.56
5.99
7.17
8.55
Index dynamics of UTENOS TRIKOTAŽAS RAB, OMX Baltic Benchmark GI and OMX Vilnius during 2023-2025
73
Index/Equity
31/12/2025
31/12/2024
31/12/2023
2025/2023
Change,%
OMX Baltic Benchmark GI
1,744.63
1,463.42
1,442.41
20.95
OMX Vilnius
1,337.80
1,065.48
946.76
41.30
UTR1L
0.31 EUR
0.30 EUR
0.48 EUR
(35.42)
10. Dividend Policy
A decision on dividend payment for 2025 will be made by the General Meeting of Shareholders, based on the proposal of
the Management Board.
11. References and additional explanatory notes to the financial statements
All financial data for 2025 and 2024 presented in this Annual Report have been calculated using the financial information
presented in the Group’s and Company’s financial statements for 2025, prepared in accordance with IFRS Accounting
Standards as adopted by the European Union. These financial statements have been certified by a duly appointed auditor.
12. Key features of the Group’s internal control and risk management systems relevant to the preparation of the
consolidated financial statements
The consolidated financial statements of the UTENOS TRIKOTAŽAS Group are prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU. All companies in the UTENOS TRIKOTAŽAS Group are subject
to the same principles of internal control and accounting. For the purpose of preparing the consolidated financial statements,
all inter-company transactions and balances between the Group companies have been eliminated.
The internal control process of UTENOS TRIKOTAŽAS RAB includes the control of processes related to the sale, production,
supply and preparation of financial statements.
13. Description of Key Risks and Contingencies of the Company
74
In 2025, the Group’s largest export regions remain the German-speaking countries - Germany, Austria, Switzerland and
Scandinavia.
13.1. Risk assessment, management and control process
In its operations, the Company is exposed to various internal and external risks. To ensure proper management and mitigation
of these risks, the Company has implemented a risk management control system. Given the rapid changes in the business
world and the constant emergence of new risks, it is particularly important that risks are regularly reviewed and managed
through preventive measures. For this reason, the Company ensures that management decisions are made in a timely
manner and in the light of the latest available information.
Risk Assessment
A periodic risk assessment is conducted at least once a year to identify whether any new risks or non-compliances with
various standard elements exist or may arise, to establish priorities for addressing them, and to identify the actions that should
be taken to mitigate the identified risks.
The purpose of a risk assessment is to assess the likelihood of an adverse event occurring and the significance of the impact
should such an event occur. Such proactive assessments help to prioritise, based on actual or potential risks, the degree of
risk based on the severity and likelihood of non-compliance.
The responsibility for the functioning of the risk management system lies with the Company’s management, which regularly
reviews the results of risk assessments and initiates risk mitigation measures as necessary. The risk assessment is conducted
in consultation with stakeholders and draws on various sources of information, such as:
• employee surveys;
• internal and external audit reports;
• reports of the Occupational Safety and Health Committee;
• legal and other requirements;
• consultations with stakeholders;
• complaints from within the Company;
• risk assessments by a supplier, subcontractor.
In addition, UTENOS TRIKOTAŽAS RAB applies a risk assessment matrix model (see picture below), which allows the
Company to determine the level of risk and the appropriate risk management strategy. Risk is assessed by calculating the
probability of occurrence of the risk and its potential impact on the business.
Picture 1. RISK ASSESSMENT MODEL
13.2. Key risks identified in 2025
The potential negative impact on business is reduced through the systematic identification of risks associated with operations.
Identifying and assessing risks is an essential part of the strategic planning and goal-setting process, as significant risks can
affect the Company’s performance and its ability to achieve its objectives.
75
The main risks identified by the Company fall into eight categories:
External risks | The main macro-level risks are the market situation in Lithuania and
the main export markets (demand, inflation, general economic growth or recession,
which may affect sales results or costs), the geopolitical situation in Europe and
worldwide.
Management risk | Risks related to difficulties in anticipating changes in the market
and gaining a competitive advantage, as well as poor strategy implementation and
risk mitigation. UTENOS TRIKOTAŽAS RAB has implemented an ISO 9001:2015
management system and continuously monitors the results in order to mitigate the
risks related to management. In addition, the Company is part of a larger group (SBA)
and has a Management Board with independent members.
Environmental risk | Environmental considerations are integrated into strategic
planning and daily operations to minimize the environmental impact of operations and
ensure the responsible use of resources. The Company has ISO 14001 environmental management system in place.
Financial risks | Financial risks include delays in cash collection, increased costs, miscalculation of profits, unplanned cash
outlays and foreign exchange risk. To manage these risks, the Group monitors cash flows, plans cash inflows and outflows,
prepares reports, controls budget investment plans, income and expenditure, and secures additional contingency funding. In
addition, analysis and control of customer debts, inventory and cost analysis are carried out on an ongoing basis. In addition,
analysis and control of customer debts, inventory and cost analysis are carried out on an ongoing basis.
Customer risk | Unsatisfied customer expectations and needs, loss of image or competitive advantage, poor customer service
and changing customer needs are also major risks for a business if they are not managed properly. For this reason, the Group
conducts market research, records and investigates complaints, contacts customers regularly to clarify their needs and strives
to ensure a level of service quality that satisfies its customers. In addition, the Company’s client portfolio is highly diversified,
which reduces the risk of dependency on a single client.
Social risks | Social risk factors can have a significant impact on the success and longevity of the Group. The Company is
committed to ensuring a safe and healthy work environment, employee engagement and satisfaction, and the ongoing
improvement of their skills. The Company maintains a dialogue with employee representatives and the Trade Union.
Technological risks | The impact of technological risks can be substantial - ranging from financial and reputational losses to
legal and regulatory compliance issues. Technological risks include data loss or inability to process data, unauthorised
disclosure of confidential data, and non-compliance with laws. To protect the business from these risks, the Group makes
copies of data under contract with an information services company and access to such applications is password protected.
Regular training sessions are conducted for employees to manage cybersecurity threats.
Procurement risks | The Company may be exposed to losses due to improper selection of suppliers and the inability to
supply quality products that meet environmental and human rights requirements. To avoid this, the Company has established
criteria for the selection and evaluation of suppliers based on relevant certificates and documents, and carries out laboratory
tests and raw material screening.
The Company continuously monitors the identified risks and, where necessary, adopts additional preventive and control
measures to mitigate their potential impact on operations and ensure the Company’s sustainable growth.
14. Sustainability reporting and corporate social responsibility
The Company is committed to ensuring that sustainability principles are integrated into strategic planning, day-to-day
operations, and decision-making. Responsible management of environmental, social, and governance (ESG) aspects
contributes to strengthening the Company’s long-term resilience to risks and creating value for stakeholders. The Company
therefore consistently assesses the risks and opportunities inherent in its activities with a view to reducing its negative impact
on the environment and society.
Sustainability information is reported on a voluntary basis.
14.1. Sustainability goals and priority axis
Considering the identified risks and the impact of its operations on the environment and society, the Company has established
key sustainability goals aimed at reducing the negative impact of its operations and strengthening the implementation of
responsible business principles.
To ensure that the priority areas for sustainability were correctly identified, a double materiality assessment exercise was
conducted alongside an evaluation of stakeholder perspectives. Employees were surveyed via an online questionnaire, while
business partners, customers, and suppliers had questionnaires sent to them by email and reviewed in June 2024. The results
provided insight into stakeholders’ expectations regarding sustainability and were taken into account when developing the
sustainability strategy.
KEY RISKS
Management
Environmental
Financial
Customer
Social
Technological
Procurement
External
76
A roadmap is provided showing the key steps toward sustainability and future plans for integrating sustainability into the
company’s business strategy and operations.
Picture 2. SUSTAINABILITY ROADMAP
ISO 14001 ir ISO 9001 | The Company has a quality management system and an environmental management system in
place and fully operational; as a result, both environmental and risk management aspects are integrated into daily business
processes, enabling the Company to manage risks, reduce its environmental impact, and ensure the responsible use of
resources.
SA 8000 | In 2006, the Company voluntarily adopted the Social Responsibility standard ensuring the Company’s operational
compliance with international social responsibility requirements related to employee rights and working conditions. It helps
ensure a safe working environment and fair pay, and it prohibits forced and child labour.
Green electricity | Since 2017, only electricity generated from renewable sources has been used in the Company’s
operations.
Stakeholder analysis | A stakeholder analysis was conducted in 2024 prior to the double materiality assessment. Employees
were questioned using an online survey. Customers and suppliers were sent questionnaires.
Double materiality assessment | A double materiality assessment was conducted, taking into account both the impact and
financial materiality. Material topics were identified.
Greenhouse-emission calculation | Calculations comprised Scope 1 and 2 for 2023, and Scope 3 emissions were
preliminarily assessed using a spend-based method. A calculation is planned for 2026, collecting more accurate data (where
possible, based on quantities), to estimate Scope 3 emissions, with a view to setting realistic targets for emissions reduction.
Developing sustainability strategy | The sustainability strategy was developed based on a stakeholder analysis, a double
materiality assessment, and GHG calculations. 2026 is the year of the strategy's implementation.
Picture 3. SUSTAINABILITY PRIORITIES AND GOALS 2026
77
SUSTAINABILITY AREA
Goal 2026
Environmental
• 100% of the electricity from renewables
• Only use electric forklifts in operations
• Encourage suppliers to set CO
2
reduction targets (TOP 10 supplier
survey)
• Calculate Scope 3 emissions and set reduction targets
• Use of sustainable/certified or secondary raw materials ≥ 75%
Social
• Promote volunteering (≥ 380 total hours per year)
• Ensure safe working environment Zero accidents at work
• Improve employee satisfaction (eNPS ≥ 25)
Governance
• Integrate sustainability into strategic planning
14.1.1. GHG emissions assessment
A key element in assessing climate impacts is the calculation of greenhouse gas (GHG) emissions, based on the
internationally recognised methodology of the Greenhouse Gas Protocol standards, which calculates such indicators:
• Scope 1: Direct emissions from activities under the Company's direct control (e.g. transport fuels, steam
generation for own needs or other on-site GHG emissions);
• Scope 2: Indirect emissions from purchased electricity and thermal energy.
The Company started calculating its Scope 3 greenhouse gas emissions, although the first calculation used a spend-based
method. This method is not appropriate for setting accurate emission reduction targets. As UTENOS TRIKOTAŽAS RAB
aims to systematically and comprehensively address climate impacts in the long term, in 2026, the carbon footprint analysis
will be improved and extended to the scope described above.
Picture 4. CARBON FOOTPRINT DIAGRAM
Source: GHG Protocol Standards
The comparative analysis presented in Figure 5 shows only the Company’s Scope 1 and 2 emissions. Scope 1 emissions
consist of petrol and diesel used in vehicles and natural gas used for on-site power generation. Scope 2 emissions include
energy purchased for central heating and electricity purchased from a renewable electricity supplier.
78
Picture 5. TOTAL EMISSIONS, t CO2 eq
The Company has a long-term goal of reducing Scope 1 and 2 emissions by 50% by 2030 compared to the 2023 baseline
year. Already since 2017, only electricity generated from renewable sources has been used in the Company’s operations.
14.1.2. What we do to reduce our environmental impact
The Group’s and the Company’s production is carried out using natural gas, water and electricity - resources that have a
significant impact on our climate. The Company has therefore set specific targets and procedures to reduce energy and water
consumption per kilogram of textiles. Energy and water consumption is highly dependent on the range of products ordered
and the technology used, as a result, general measures to reduce consumption are currently being implemented:
• Since 1997, the Company has been using an energy-saving industrial water heating system. This system saves
around 30% of the energy used for water heating.
• In 2016-2017, all light bulbs were replaced with LEDs, saving 1,200 kWh of electricity per day.
• The Company uses electricity supplied by renewable energy sources (RES). The Company’s use of electricity from
renewable energy sources demonstrates its social responsibility for the environment and its contribution to reducing
global pollution.
• 98% of the thermal energy purchased and used to heat buildings is supplied by biofuel.
• Some rooms are equipped with motion detectors to improve the efficiency of electricity use.
• In 2022, piping modifications were made to improve energy efficiency during painting processes.
• In 2022, the Company reviewed its knitwear dyeing processes to shorten and improve efficiency. By changing some
processes (shortening or combining several steps) and changing the chemicals used, the Company has shortened
certain dyeing cycles and lowered the temperature of the water used in the process, which results in lower water
and energy consumption, and reduced CO
2
and waste water emissions.
Consumption of fuel and energy is continuously monitored, resulting in a significant improvement.
Picture 6. COMPANY'S ENERGY AND FUEL COSTS
2025
2024
2023
FUEL
Gasoline, l
11,405
16,009
25,230
Diesel, l
7,612
9,364
13,074
ENERGY
Gas, MWh
5,481
8,511
8,868
Electricity, MWh
2,554
3,089
3,154
Heating, MWh
1,009
1,187
1,578
14.1.3. Our environmental policies, principles and certifications
1782
1684,72
1086,36
268
201,79
171,57
0 500 1000 1500 2000 2500
2023
2024
2025
1 sritis
2 sritis
79
3
Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to
facilitate sustainable investment and amending Regulation (EU) 2019/2088: LINK
4
Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021, supplementing Regulation (EU) 2020/852 of the European
Parliament and of the Council: LINK
An environmental policy is a plan for mitigating business activities and assessing
their potential environmental impacts. The Environmental Policy of UTENOS
TRIKOTAŽAS RAB Group sets out the specific measures, ambitions, reviews,
systems and procedures that the organisation applies to achieve its environmental
objectives. It also defines the duties and responsibilities of environmental
management throughout the organisation and establishes reporting and monitoring
mechanisms to track progress towards the objectives.
UTENOS TRIKOTAŽAS RAB has integrated the ISO 14001 environmental
management system, which guarantees the systematic measurement and
improvement of environmental impact. ISO 14001 helps the Company to define the
strategic objectives of the organisation and to align them with strategic objectives and
results that are environmentally sustainable. This certification process differentiates
the Company from its competitors, ensures compliance with legal requirements, and
helps to monitor and control the Company's activities.
Sustainability certificates are also an important part of the process, demonstrating that the Company is taking appropriate
steps to reduce the environmental impact of its products and operations, and to achieve a more sustainable future. The
Company has obtained the following certificates:
• OEKO-TEX Standard 100 | Certifies the environment and human safety of textiles, including their components
(yarns, fabrics, chemicals, accessories, packaging materials, and ready-to-use finished products), throughout the
textile value chain.
• GOTS – Global Organic Textile Standard | Developed by leading standard-setters to define globally recognised
requirements for organic textiles. From raw material farms to ecologically and socially responsible production—
GOTS certified textiles offer consumers a reliable guarantee.
• RWS - Responsible Wool Standard | A voluntary programme to help sheep farmers meet the needs of consumers,
retailers and the brand. The standard certifies that they meet strict animal welfare and land management
requirements.
• Woolmark | Licensing Programme - a textile quality assurance and product certification scheme that guarantees
fibre composition and quality for both consumers and the supply chain. In order to obtain the prestigious Woolmark
certification, yarns, fabrics and garments are subject to rigorous and independent testing.
• The Green Energy | Certificate measures electricity from 100% renewable energy sources, making it a real role model
and a source of inspiration for other market players to develop energy-efficient and environmentally friendly
businesses. Since 2017, the Company has been using only renewable electricity in its operations.
• SMETA | Social audit. Ensures compliance with labour standards and safe working conditions.
14.1.4. EU Taxonomy Reports
In 2020, the European Union adopted the EU Taxonomy Regulation (EU) 2020/852
3
, which provides a classification system
to identify environmentally sustainable economic activities. In order to be considered 'environmentally sustainable', an
economic activity must meet the preconditions of the Technical Analysis Criteria (TAC) described in Article 3 of Regulation
(EU) 2020/852. The economic activities covered by the EU taxonomy and their specific TSC requirements can be found in
the climate legislation of the EU taxonomy - Delegated Act (EU) 2021/2139
4
.
UTENOS TRIKOTAŽAS RAB is one of the companies that voluntarily provides information on both, taxonomy-eligible
economic activities and taxonomy-aligned economic activities, and the latter covers two of the six environmental objectives -
mitigation of climate change and adaptation to climate change. For clarity, two key terms are defined:
• Taxonomy-eligible economic activity | Economic activity to which the technical selection criteria set out in the EU
taxonomy apply, whether or not the activity meets the criteria.
• Taxonomy-aligned economic activity | Eligible economic activity meeting the conditions set out in the TSC (i.e.
contributing substantially to at least one of the environmental objectives, without significant harm to the other
objectives, and meeting minimum social standards).
The UTENOS TRIKOTAŽAS Group, as a group of non-financial companies, is required to disclose information on the key
performance indicators (KPIs) of its business, which are classified as environmentally sustainable, i.e. as a taxonomy-aligned
economic activity in accordance with Article 3 of Regulation (EU) 2020/852. The relevant KPIs are turnover, capital
expenditures (CapEx) and operating expenses (OpEx). In addition, the same financial KPIs have to be reported for both the
taxonomy-non-eligible economic activity and the taxonomy-eligible, but not taxonomy-aligned economic activity. The list of
KEY ENVIRONMENTAL
ACTIONS
Environmental certificates
GHG emissions
assessment
Energy and resource
efficiency
Supply chain assessment
80
5
Commission Delegated Regulation (EU) 2021/2178 of 6 June 2021, supplementing Regulation (EU) 2020/852 of the European
Parliament and of the Council: LINK
6
European Commission FAQ on the Taxonomy Regulation, December 2021 (updated January 2022): LINK
7
International Accounting Standard 1 (IAS): LINK
taxonomy-related activities and their turnover, capital expenditures and operating expenses results can be found in Tables 1,
2 and 3 respectively.
Specification of the information to be provided with KPIs
In order to assess the extent to which the Group’s activities are reflected in the EU taxonomy, a comprehensive assessment
has been carried with assistance of third parties. The following sections describe the relevant information accompanying the
financial KPIs and follow the predefined structure described in Section 1.2 of Annex I of the Delegated Act on Disclosures,
Regulation (EU) 2021/2178
5
.
1. Accounting policy
The proportions of taxonomy-eligible economic activity turnover, capital expenditures and operating expenses shall be
determined in accordance with the requirements and definitions set out in Sections 1.1.1, 1.1.2 and 1.1.3 of Annex I to
Delegated Regulation (EU) 2021/2178, as appropriate. In accordance with Article 8(2) of that Regulation, as well as the
European Commission’s Q&A document on this subject
6
, the disclosures cover the previous calendar year, i.e. 2025.
Turnover-related KPIs | Turnover of a taxonomy-eligible economic activity is the proportion of turnover derived from economic
activities to which a taxonomy assessment can be applied (numerator) and absolute turnover (denominator). The numerator
includes the turnover generated by the taxonomy-eligible economic activity. The denominator represents net turnover, which
is the sum of turnover from taxonomy-eligible economic activities and turnover from taxonomy-non-eligible economic activities
and includes revenue recognised in accordance with paragraph 82(a) of International Accounting Standard (IAS) 1
7
.
KPI related to capital expenditure | The denominator includes the Group’s investment in tangible and intangible assets (before
depreciation, amortisation and any remeasurement) during the financial year. The numerator represents the portion of capital
expenditure that relates to the taxonomy-eligible economic activity.
KPI related to operating expenses | The denominator includes direct non-capitalised costs related to the day-to-day maintenance
of tangible fixed assets carried out by a third party enterprise. The numerator refers to the part of operating costs that is
related to the taxonomy-eligible economic activity.
2. Assessment of compliance with Regulation (EU) 2020/852
The assessment of the taxonomy of the UTENOS TRIKOTAŽAS RAB Group can be divided into 3 phases:
PHASE 1 | The objective of the first phase was to identify the economic activities of the Group that are described in the Climate
Delegated Act and can therefore be subject to subsequent taxonomy assessment. This was done by first comparing the
activities described in the taxonomy with the economic activities of the Group and identifying those activities that are relevant
to the Group’s activities. The relevant NACE codes listed in Annex II to Regulation (EU) 2021/2139 were then analysed in
order to arrive at a final list of taxonomy-eligible economic activities.
PHASE 2 | In accordance with Article 3 of Regulation (EU) 2020/852, the taxonomy-eligible economic activities were further
analysed to determine the extent to which the activities are environmentally sustainable. The process was carried out
according to the TSCs that are described for each taxonomy-eligible economic activity in Annexes I and II of the Climate
Delegated Act. The assessment revealed that today none of the taxonomy-eligible economic activities of the UTENOS
81
TRIKOTAŽAS RAB Group meet the requirements of the TSCs and therefore cannot be considered as a taxonomy-
aligned economic activity, i.e. an environmentally sustainable activity.
PHASE 3 | Following the identification and analysis of the appropriateness and alignment of the Group’s activities, the
necessary KPIs relating to turnover, capital expenditure and operating expenses have been calculated in accordance with
the requirements and definitions of Section 1.1 of Annex I to Regulation (EU) 2021/2178.
3. Contextual information
Turnover | UTENOS TRIKOTAŽAS AB produces knitted, ready-made garments and knitted fabrics in a sustainable way.
This applies to both the product development process and production. Currently, the economic activities related to textile and
clothing production are not described in the Climate Delegated Act, which means that the Group’s main economic activities
are not included in the EU taxonomy. Therefore, the numerator of the reported KPIs is limited to turnover generated from (a)
the rental of the Company's assets and (b) the sale of waste paper, cardboard and wood to a third party contractor.
Capital expenditure | The capital expenditure meter covers the costs associated with an individual measure to upgrade a gas
pipeline system to improve its energy efficiency.
Operating expenses| The numerator expresses the operating expenses associated with the separate collection and transport
of waste (primarily textiles, packaging, wood waste, paper and cardboard) generated in production and ancillary processes.
The denominator includes the daily costs related to the daily maintenance of property, plant and equipment.
Conclusions
Following the first assessment and reporting of the taxonomy, the Group concludes that the EU taxonomy does not reflect
the Company’s actual contribution to sustainable production and development in general. Despite the fact that the Company
is considered to be one of the most sustainable knitwear producers in Europe, the EU Taxonomy Regulation (EU) 2020/852
makes the Company's efforts towards social and environmental responsibility almost invisible.
Nevertheless, the EU taxonomy is an important step towards greater transparency and the elimination of eco manipulation.
The evaluation has provided the UTENOS TRIKOTAŽAS RAB Group with additional knowledge and insights that can be
used to develop the Group's strategy in the future.
83
TABLE 1. KPIs RELATED TO TURNOVER
Key control
criteria
Criteria for no significant harm (DNSH)
“Do No Significant Harm”
Economic activities
NACE Code
Absolute turnover
(EUR million)
Proportion of total
turnover (%)
Climate change
mitigation (%)
Climate change
adaptation (%)
Climate change
mitigation (Y/N)
Climate change
adaptation (Y/N)
Water and marine
resources (Y/N)
Pollution (Y/N)
Biodiversity and
ecosystems (Y/N)
Minimum
safeguards (Y/N)
Proportion of
Taxonomy-eligible
turnover, 2022 (%)
Enabling (E) or
Transitional (T)
activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A1. Environmentally sustainable activities (Taxonomy-
aligned)
0
0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
A2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities)
0.020
0.10
Acquisition and ownership of buildings
L68.20
0.020
0.09
Installation, maintenance and repair of energy efficiency
equipment
C33.12
–
–
Collection and transport of non-hazardous waste in source
segregated fractions
E38.11
0.003
0.01
Transport by motorbikes, passenger cars and light
commercial vehicles
N77.11
–
–
Total A (A.1 + A.2)
–
0.023
0.10
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
B. Turnover of taxonomy-non-eligible activities
22.872
99.90
Total turnover (A + B)
22.895
100
84
TABLE 2. KPIs RELATED TO CAPITAL EXPENDITURE
Key control
criteria
Criteria for no significant harm (DNSH)
“Do No Significant Harm”
Economic activities
NACE Code
Absolute capital
expenditure
(EUR million)
Proportion of total
CapEx (%)
Climate change
mitigation (%)
Climate change
adaptation (%)
Climate change
mitigation (Y/N)
Climate change
adaptation (Y/N)
Water and marine
resources (Y/N)
Pollution (Y/N)
Biodiversity and
ecosystems (Y/N)
Minimum
safeguards (Y/N)
Proportion of
Taxonomy-aligned
CapEx, 2022 (%)
Enabling (E) or
Transitional (T)
activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A1. Environmentally sustainable activities (Taxonomy-
aligned)
0
0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
A2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities)
0.049
100
Acquisition and ownership of buildings
L68.20
–
–
Installation, maintenance and repair of energy efficiency
equipment
C33.12
0.032
65.31
Collection and transport of non-hazardous waste in
source segregated fractions
E38.11
–
–
Transport by motorbikes, passenger cars and light
commercial vehicles
N77.11
0.017
34.69
Total A (A.1 + A.2)
–
0.049
100
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
B. CapEx of taxonomy-non-eligible activities
-
-
Total capital expenditure (A + B)
0.049
100
85
TABLE 3. KPIs RELATED TO OPERATING EXPENSES
Key control
criteria
Criteria for no significant harm (DNSH)
“Do No Significant Harm”
Economic activities
NACE Code
Absolute operating
expenses
(EUR million)
Proportion of total
OpEx (%)
Climate change
mitigation (%)
Climate change
adaptation (%)
Climate change
mitigation (Y/N)
Climate change
adaptation (Y/N)
Water and marine
resources (Y/N)
Pollution (Y/N)
Biodiversity and
ecosystems (Y/N)
Minimum
safeguards (Y/N)
Proportion of
Taxonomy-
aligned OpEx,
2022 (%)
Enabling (E) or
Transitional (T)
activity
A. TAXONOMY-ELIGIBLE ACTIVITIES
A1. Environmentally sustainable activities (Taxonomy-
aligned)
0
0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
A2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities)
0.174
51.63
Acquisition and ownership of buildings
L68.20
–
–
Installation, maintenance and repair of energy efficiency
equipment
C33.12
–
–
Collection and transport of non-hazardous waste in
source segregated fractions
E38.11
0.174
51.63
Transport by motorbikes, passenger cars and light
commercial vehicles
N77.11
–
–
Total A (A.1 + A.2)
0.174
51.63
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
B. OpEx of taxonomy-non-eligible activities
0.163
48.37
Total operating expenses (A + B)
0.337
100
86
14.2. Social activity
The Company is committed to conducting its business in accordance with the highest
standards of integrity, transparency, ethics, and respect for all stakeholders.
Business responsibility is key to sustainable growth and long-term success.
Utenos Trikotažas RAB places particular emphasis on employee well-being and
safety, as well as on creating a work environment based on respect and integrity.
14.2.1. Our social policies, principles and certifications
Aiming to strengthen the Company’s social responsibility to:
• ensure the social well-being of employees, increase social responsibility
within the Company and encourage subcontractors and partners to do the
same;
• demonstrate to our Western partners that UTENOS TRIKOTAŽAS RAB at
all levels of management treats its employees in a civilised manner, and that
the Company has implemented key human rights conventions and directives
the Group offers wages that meet the basic needs of its employees and leave them with spare income. The Company adheres
to the requirements of the Social Responsibility Standard:
• child labour for children under 16 cannot be practised;
• forced labour, verbal abuse or physical punishment must be avoided and working conditions must be healthy and
safe;
• discrimination on grounds of nationality, race, religion, sex, sexual orientation, organisational or political affiliation,
gender, age or disability must be prevented, and employment, dismissal or retirement must not interfere with the
ability to succeed and to feel happy and needed;
• men and women must be paid equal pay for equal work and have equal opportunities for training and promotion;
• people must work according to precise working time schedules (start, end, lunch and rest breaks), and overtime or
work on rest days or public holidays must be covered by a collective agreement or agreed with the workers’
representatives - the trade union council;
• remuneration and bonuses for work performed must be clearly defined and agreed in the collective agreement or
with the employees' representatives - the Trades Union Council.
On 03/12/2025, the Company had an independent SMETA audit (semi-announced). Independent external audits did not
identify any non-compliance with social requirements—the audit was deemed successful, and an audit report was submitted
to the Company.
14.2.2. What we do for our people
UTENOS TRIKOTAŽAS RAB Group is guided by the shared values of the SBA Group, which are like a signpost that guides
the right path for the implementation of the mission Invent Every day, for the Better. The SBA Group (and Group companies)
selects nominees for each value in the semi-annual Values Ambassador election. Group values and nomination categories:
• Passion to Win
• Discovery Leadership
• Sense of Home
The number of nominees is determined by the management of each company, taking into account the size and structure of
the company, established traditions and best practices. Nominations as Values Ambassadors are open to employees in any
position, with the exception of the Chief Executive Officer. All colleagues nominated in the first and second half of the year
are eligible to participate in the election of the best Invent Everyday, for the Better Ambassador. Great importance is attached
to the sincere efforts and performance of the employee in contributing to the Invent Everyday, for the Better mission.
UTENOS TRIKOTAŽAS RAB offers additional benefits to its employees - occasional bonuses, anniversary gifts,
entertainment events and product discounts.
Customer experience
In order to meet customer expectations in a timely and quality manner, the Group records and investigates internal non-
conformities, investigates the causes of non-conformities and plans actions to prevent recurrence of such problems. If a
KEY ACTIONS FOR
SOCIAL ACTIVITY
Ensuring social
responsibility (independent
audits)
Developing staff
competences
Occupational health and
safety
Community initiatives
87
customer complaint is received, it is recorded in the register, the causes are identified and preventive action is taken to ensure
that the problem does not recur and that the customer receives appropriate feedback.
Engaging workplace
The Company's employees are educated on the importance of social considerations and the Company has a system for
complaints/suggestions that ensures confidentiality and anonymity. The Company complies with the applicable legal
requirements in the fields of environmental protection, occupational safety and other areas. Inspections are carried out by the
controlling authorities to ensure compliance with the applicable legislation. The Company’s employees are actively involved
in the activities of the employees’ trade union. The trade union works closely with the management to address issues raised
by employees.
Developing staff competences
The Group pays great attention to recruitment processes and smooth onboarding. The Group regularly invites both
experienced professionals and newcomers with ambitions to develop and grow to join the Group. It is important that
candidates have the right value base. It is not just about what is done, but how it is done, i.e. professionalism, collaboration
and development.
The Group aims to provide employees with opportunities to learn and develop, to broaden their knowledge and horizons, and
to participate as effectively as possible in the process of achieving the Group's strategic objectives. All employees are given
the opportunity to acquire new skills or to update the knowledge and skills needed to perform their direct functions. The
responsibility for developing the competencies required for the employee's function and the organisation's activities rests with
both the individual employee and the organisation. In addition, the Company's staff development system includes not only
formal training activities but also other forms of education and learning.
In 2025, the SBA Group invited employees to participate in the rolling SBA Mentoring Programme. Mentoring is one of the
most effective ways to share experiences and develop talents. It is a continuous process during which the mentor conveys
life and professional examples to the mentee, as well as helps, supports, directs, and motivates him/her to achieve the set
goals. A total of 3 employees from the Company successfully completed the programme.
Furthermore, in 2025, the SBA Group invited employees to participate in the rolling employee ambassadorship programme
“I speak SBA!” Participants not only got up the courage to express themselves on LinkedIn, but also built their personal
brand and became active SBA ambassadors. A total of 2 employees from the Company successfully completed the
programme.
Employee performance optimisation
In 2025, the overall turnover decrease in headcount was only 18.2% compared to 32.0% in 2024. The overall employee
turnover is consistent with the Company’s ongoing process of optimising headcount to increase efficiency and reduce costs.
Picture 6. EMPLOYEE TURNOVER IN 2025 DECREASED by 43% COMPARED TO 2024
Occupational health
18,20%
32,00%
DA R B UO T O JŲ K A I T A
88
UTENOS TRIKOTAŽAS RAB takes great care of the physical and emotional health of its employees - they have the
opportunity to receive free massage services, to use the Company’s cafeteria and to receive partial reimbursements for food.
The Company also offers free flu vaccines to employees every year before the season.
Work-life balance
Administrative staff is given the opportunity to work remotely. All staff are allowed to take time off for personal needs.
Safety
The Group is committed to providing a safe and healthy working environment and minimising the risk of safety hazards.
Occupational risk assessment is carried out on an ongoing basis with the participation of workers’ representatives. When
occupational risks appear, a plan for preventive measures and elimination of occupational risks is immediately prepared.
Newly recruited workers are given a general briefing and an occupational safety and health briefing at the workplace, as well
as receive fire safety induction. Periodic trainings are provided to workers in relation to the hazards of their work.
In 2025, there was 1 occupational accident. The Company’s main objective in terms of occupational safety and health is zero
accidents.
Employee satisfaction
Employee satisfaction surveys are essential for companies as they can provide valuable insights into the overall level of job
satisfaction in a company. These surveys allow the Group to gather feedback from employees on various aspects of their
working environment, including job responsibilities, working conditions, communication with management, remuneration,
benefits and career opportunities.
Through regular employee satisfaction surveys, the Group identifies areas for improvement in order to increase employee
satisfaction and retain talented employees. These surveys also help the Group to better understand the needs and
expectations of its employees, which can help to make strategic decisions and foster a more positive and productive working
culture.
An employee satisfaction survey conducted in 2022 showed that 56% of the Company’s employees feel more respected by
their line manager. Employees felt that assessment of their skills and contribution to the Company has improved. Such a
survey was not performed in 2023-2025.
Picture 7. EMPLOYEE SATISFACTION SURVEY
Social initiatives
The Company participated in the National Reforestation Project for the fifth successive year. In April 2025, 3,000 pine saplings
were planted on a 0.7-hectare plot in the Vyžuonai Eldership.
A Cake Day was hosted by the company in October 2025. The event saw colleagues enjoying their home-made baked goods
and making generous donations. Nearly EUR 200 was raised, which was used to purchase high-quality dry and wet pet food.
The staff at the Utena District Animal Lovers’ Society were delighted by the initiative shown by the volunteers of Utenos
Trikotažas RAB—four-legged friends can now enjoy warm beds and a variety of high-quality food.
In November–December 2025, a month-long meaningful initiative brought together company’s volunteers and elderly people
from the Lithuanian Red Cross. The initiative culminated in the knitting and sewing of (43) blankets, a project that required
130 volunteer hours.
89
In December 2025, the Company’s initiative group joined the Christmas Tree Alley project organised by the City of Utena for
the third year in a row. A stylized Christmas tree was created, playfully decorating the Christmas Tree Alley and delighted its
visitors.
14.3. Group governance
A transparent environment, a zero-tolerance policy on corruption, and a code of
ethics enshrine the principles of a responsible company. These principles guide
how the Group achieves its objectives, how it treats its colleagues and partners,
and the general standards of ethics. UTENOS TRIKOTAŽAS RAB, in accordance
with Article 22(3) of the Law on Securities of the Republic of Lithuania and Clause
24.5 of the NASDAQ Vilnius Listing Rules, discloses in the Annex to the Annual
Report how it complies with the Code of Corporate Governance for Listed
Companies of the NASDAQ Vilnius Stock Exchange, and with the specific
provisions or recommendations of the Code.
14.3.1. Anti-corruption
Providing information on the fight against corruption helps to increase the Group’s credibility and trust in the eyes of the
public. It also allows the Group to monitor progress, benchmark its performance against other companies and share best
practices, thereby improving its anti-corruption performance. Finally, it builds a better reputation and improves relations with
customers, partners and local communities.
The Group does not tolerate any form of corruption and advocates honest business and transparent cooperation. Risks are
mitigated through internal controls aimed at identifying potential corruption risk factors. Information on risks is provided in
Note 3.1 to the financial statements.
In accordance with the requirements of SA 8000, the Company established a Social Performance Team in 2014, which
periodically assesses all aspects of social responsibility (including corruption) in accordance with the Procedures for
Assessing the Risk of Corporate Social Responsibility, and makes suggestions to the management for improvement.
The Company's employees are educated on the importance of whistleblowing, and the Company has a system for
complaints/suggestions that ensures confidentiality and anonymity.
14.3.2. Code of Ethics
Code of Conduct
People are at the heart of the SBA Group’s corporate culture, and the UTENOS TRIKOTAŽAS RAB Group is guided by the
SBA Group’s Code of Conduct, which acts as an “ethical compass” for all of its business activities.
SBA Group companies employ approximately 3,700 people, united by a passion for winning, discovery leadership and a
sense of home. The strength of SBA Group people is their ability to combine different approaches and achieve team results.
SBA Group companies strive to create the best conditions for the pursuit of careers and personal ambitions. In order to
achieve these goals, we adhere to the following principles at all stages of our relations with our employees:
• we maintain fair and ethical working relationships based on mutual respect;
• we provide a safe and healthy working environment;
• we have zero tolerance for humiliation, violence, harassment, sexual harassment, direct or indirect discrimination
based on gender, race, nationality, language, origin, social status, age, sexual orientation, disability, ethnic origin,
membership of a political party or association, religion, belief, conviction or opinion, as well as on the basis of any
other circumstances not related to business characteristics (as further defined in the Equal Opportunities Policy
adopted by the SBA Group companies);
• employees are evaluated on the basis of performance, professionalism and ethical behaviour;
• we ensure confidentiality, discretion and protection of personal data;
• we create opportunities for professional development and the development of additional competences.
Employees of SBA Group companies are encouraged to actively participate in internal training and competence development
programmes, and to inform their line managers about the need for specific training programmes, such as internal work culture,
BASIS FOR GOVERNANCE
Anti-Corruption Policy
Code of Conduct
Data Privacy Management
and Security System
Supplier Management
Principles
90
anti-corruption, social responsibility and others. When such a need is expressed, company managers initiate appropriate
training programmes, based on the internal training policy.
Avoiding conflicts of interest
Employees must not engage in any business activity that would create a conflict of personal interest with the interests of SBA
Group companies, and must avoid any contact that would create a conflict between their personal activities and the business
interests of SBA Group companies. In the event of a potential conflict of interest, an employee or a member of the collegial
governing bodies shall immediately disclose his/her interests to his/her line manager and take measures to help eliminate the
consequences of such a conflict of interest for business decisions.
Confidentiality commitments
Employee communication and information exchange, both within the SBA Group and in business relationships with third
parties, is based on open communication and the ongoing sharing of knowledge and experience, but must not go beyond the
bounds of confidentiality. All business information within the SBA Group companies shall be considered confidential, except
for general knowledge of business relationships which an employee receives in the course of his or her duties, including
information relating to the employees themselves, as well as to the companies' customers and suppliers.
External principles relating to work culture
SBA Group companies take into account the interests of their stakeholders in the conduct of their business and strive to meet
them to the best of their ability. In establishing and developing business relationships with customers, partners, suppliers,
competitors, public sector bodies, the media and other third parties, we are guided primarily by the principles of transparent,
honest and fair business conduct, as well as by mutual respect, human rights, the protection of confidential information and
the avoidance of conflicts of interest.
Relationships with public authorities
In all countries, where SBA Group companies operate, we base our activities on the requirements of laws and regulations,
including, but not limited to, anti-corruption legislation. Acting in the business interests of the SBA Group companies, we do
not pay bribes or make any other unlawful payments to public officials, including low-value unofficial payments. This
commitment extends to the activities of SBA Group companies in foreign countries.
Relationships with competitors
Guided by the SBA Group’s values, we strive for a clear competitive advantage in our daily activities, and we want to be a
leader in our field and to maintain this leadership. We do not initiate any discussions or agreements in which we perceive a
potential risk of distortion of fair competition, nor do we participate in such discussions initiated by other market participants.
In accordance with the principles of ethical competition, we collect and analyse information about competitors’ activities
through legitimate means.
Relations with the community
Our social responsibility starts with ourselves, and we encourage all SBA Group employees to take responsibility for caring
for and enhancing the environment in which we operate. We strive to minimise the direct and indirect impact of our activities
on the environment, even beyond what is required by the legal norms that set mandatory environmental standards. SBA
Group companies support community projects that are in line with our values and contribute to the socio-economic well-being
of individual regions. In addition, the Group companies and their employees initiate social responsibility projects to protect
the environment and wildlife, preserve unique traditions, reduce social exclusion, etc.
Reporting policy
The Group has a whistleblowing mechanism in place and the SBA within the Group is managed independently of the Group.
The SBA Group manages the email address pasitikejimolinija@sba.lt, for receiving reports. This mailbox is not subject to
inspection by the Group and can be used by employees to contact responsible persons at shareholder level without the
knowledge or involvement of their managers.
Diversity Policy
The diversity policy applies to the election of the heads of the Group companies and members of the governing and
supervisory bodies. The top-level management team must be sufficiently diverse, depending on the legislation. Diversity
criteria include, for example, gender, age, geographical origin, education and work experience. The appointment and
91
selection of top-level management positions is based on qualifications, skills and competencies, and the selection of
individuals for such positions is based on their potential to contribute to the value of the organisation.
The following tables show the distribution of staff by educational, with the largest number of staff having vocational, secondary
or higher education qualifications. In 2025, an average monthly salary decrease by 1.2%.
Picture 8. DISTRIBUTION OF THE COMPANY'S EMPLOYEES BY EDUCATION
Executives
Specialists
Workers
Total
Higher Education
23
41
12
76
Further
4
15
58
77
Vocational
2
12
87
101
Secondary
2
3
71
76
Basic
0
2
13
15
Higher non-university
1
9
11
21
Total
32
82
252
366
Picture 9. SALARY CHANGE IN THE COMPANY IN 2024-2025
Change, %
Executives
5.6
Managers
(1.4)
Specialists
1.9
Workers
(4.6)
Total
(1.2)
14.3.3. Data privacy management and security
The protection of personal data is an essential aspect of responsible business. The Group considers data protection a high
priority in order to build trust, demonstrate its commitment to responsible and quality business conduct, and enhance its
reputation. Cyber security measures help to detect unauthorised activities and to detect if a cyber security incident has
occurred: attempts to exploit privileged rights, access key systems, install or run malicious programs. By implementing a strict
data management policy, the Company protects its customers and employees from harm and complies with legal
requirements. Key principles of data privacy management:
• conducting a risk assessment to help identify risks related to email hacking attacks, data theft or falsification. In
response to these risks, the following technical and procedural solutions are implemented:
(a) email filtering, two-factor authentication (Microsoft 365 package);
(b) education and awareness raising: staff are trained on email attacks, the risks of email attacks, data theft
or falsification and how to avoid such situations;
• the Company’s internal accounting controls are assessed against cyber security risks to ensure an effective level of
data protection. Rules and policies are established and applied, regular security checks and audits are carried out,
and security monitoring and incident response are performed. Employee education and security awareness are key
to ensuring that all employees know how to act safely and respond to cyber risks;
• data are collected and processed for the stated legitimate purposes established before the personal data are
collected and are not further processed in a way incompatible with those purposes;
• the processing is carried out with the consent of the data subject or on another lawful basis for processing;
• the processing is accurate, fair and lawful;
• the data are kept in a form which permits identification of the data subject for no longer than is necessary for the
fulfilment of the purposes for which the data were collected and are processed;
• the processing is carried out in such a way as to ensure, through appropriate technical or organisational measures,
adequate security of personal data, including protection against unauthorised or unlawful processing and against
accidental loss, destruction or damage (principle of data integrity and confidentiality).
14.3.4. Supplier management
The Group follows the SBA Group’s procurement policy, which aims to minimise dependence on a single supplier and
promote competition by seeking alternative, innovative solutions, providing the market with advance notice of future
92
For 2026, UTENOS TRIKOTAŽAS RAB plans to continue expanding its operations in both of its main segments: on-demand
production and own brand product development. Production is planned to take place both in-house and via subcontractors.
In line with the objectives of the restructuring plan, a significant part of the sewing and dyeing processes will be
subcontracted. Managing subcontracting processes remains one of the key objectives for 2026. As in previous years, a
strong emphasis will be placed on strengthening the centre for development of fabrics and garments, focusing on higher
value-added products (wool, functional and all eco-materials). Plans are in place to continue pursuing the ambitious goal
to increase our B2C sales by engaging with external designers. As every year, the seasonality entails a weaker performance
7
Procurement services centre of SBA Group for centralised procurement functions
8
Procurement department of the Company or other department’s employee in charge of procurement
purchases and current demand, sourcing suppliers and encouraging them to participate actively in the procurement process.
Key objectives:
• To ensure competitive prices and the best purchasing conditions, PSC
7
and PD
8
continuously carry out market
research, gather information on goods and price developments, and seek new suppliers.
• In order to ensure stability of supply, PSC and PD are responsible for sourcing suppliers for the relevant procurement
group and for ensuring that all the goods they need can be purchased from more than one supplier at any given
time.
• The PSC and PD shall encourage competition between suppliers and shall give manufacturers and suppliers who
meet the established quality and environmental requirements an equal opportunity to bid for the goods they need to
the company concerned.
• The selection of suppliers is based on, among other things, reputation, sustainability, green solutions, capacity,
reliability, integrity of operations, payment of taxes, proper fulfilment of obligations, protection of the environment,
social responsibility, ensuring human rights in employment, and ensuring safe working conditions and fair
remuneration.
• Relations with suppliers must be based on professional skills and the principles of cooperation, transparency and
fairness.
• Communication with suppliers must be based on the principle of equality and avoid situations which may give rise
to doubts as to the transparency of procurement or suspicions of personal gain.
15. Information about the Company’s treasury shares acquired and held
The Company has not acquired or held any treasury shares during the reporting period.
16. Significant events in the Company since the end of the prior financial year.
27/02/2026 UTENOS TRIKOTAŽAS Increased Revenue and Restored Profitability
07/01/2026 G. Kudarauskas Appointed Chief Financial Officer of UTENOS TRIKOTAŽAS
06/01/2026 Announcement of the preliminary dates for announcement of UTENOS TRIKOTAŽAS AB performance results in
2026.
17/11/2025 Jurgita Mišeniovienė Appointed Chair of the Management Board at UTENOS TRIKOTAŽAS
17/11/2025 Decisions adopted by the General Meeting of Shareholders on 17 November 2025
04/11/2025 UTENOS TRIKOTAŽAS sold a controlling stake in its subsidiary Mrija
31/10/2025 UTENOS TRIKOTAŽAS Grows Sales by One-Third While Maintaining Profitability
27/10/2025, Notice of the Extraordinary General Meeting of UTENOS TRIKOTAŽAS RAB Shareholders.
05/09/2025 Bankruptcy Proceedings Initiated for AB Šatrija
29/08/2025 Decisions of the General Meeting of Shareholders to be held on 29 August 2025
29/08/2025 A new Chief Financial Officer appointed at UTENOS TRIKOTAŽAS
05/08/2025, Notice of the Extraordinary General Meeting of UTENOS TRIKOTAŽAS RAB Shareholders.
31/07/2025 UTENOS TRIKOTAŽAS Posts Profit in Q2, Group Results Near Break-Even
20/06/2025 Vytautas Vaškys Re-elected as Chairman of the Management Board of UTENOS TRIKOTAŽAS
20/06/2025 Šatrija AB to Cease Operations as of July 21
30/04/2025 UTENOS TRIKOTAŽAS Group increased its sales by 66% in the first quarter and reduced losses by almost one
million euros
30/04/2025 UTENOS TRIKOTAŽAS AB annual information 2024
30/04/2025 Decisions of the General Meeting of Shareholders in 30 April 2025
08/04/2025, Notice of the Annual General Meeting of AB Utenos trikotažas Shareholders.
28/02/2025 UTENOS TRIKOTAŽAS Group: Growth in the Last Quarter of the Year - Exports Increased by One-Third
02/01/2025 Announcement of the preliminary dates for announcement of UTENOS TRIKOTAŽAS RAB performance results
in 2025.
17. The Company’s Operating Plans and Objectives
93
in first half of the year than the second half. The seasonal peak in the second half of the year is due to the greater
attractiveness of wool products in winter.
The key objective of UTENOS TRIKOTAŽAS RAB include the continued implementation of the restructuring plan, i.e. the
sale of planned assets and creditor repayment. It should be noted that, in 2025, the pace of debt repayments to mortgage
creditors was faster than that set out in the approved restructuring plan.
The Company’s growth potential rests on two pillars of its business strategy: first, a strategic transformation was launched
at the beginning of 2022, with the aim of purifying the customer portfolio and focusing on the most profitable segment of the
business - the production of more complex and higher-priced products, specially made of functional wool and its blends.
Secondly, the environmental and consumer friendliness of the production processes is a major concern. This is particularly
appreciated by customers both in Lithuania and abroad Environmental and social responsibility commitments cover all
areas of production and activities of UTENOS TRIKOTAŽAS RAB: from naturally grown fibres, use of chemicals in
production and their impact on the environment, the properties of the garment produced, to the transparency of production
processes. All this is ensured through complex certification tools and testing throughout the production process.
18. Research and Development Activities
The Company and the Group did not carry out research activities.
19. Structure of the Issuer's Authorised Share Capital
As at 31 December 2025, the Company’s authorised share capital comprised 9,503,000 ordinary registered shares with
a nominal value of EUR 0.29 each.
UTENOS TRIKOTAŽAS RAB authorised share capital according to types of shares:
Class of shares
Number of
shares, units
Nominal
value (EUR)
Total nominal
value (EUR)
Percentage in the
authorised share
capital (%)
Ordinary registered shares
9,503,000
0.29
2,755,870
100.00
All shares of UTENOS TRIKOTAŽAS RAB are fully paid. All shares of the Company are ordinary registered shares of one
class granting equal rights to their holders (shareholders).
An ordinary registered share grants the following property rights to its holder (shareholder):
1. to receive a part of the Company’s profit (dividend);
2. to receive a part of assets of the Company in liquidation;
3. to receive shares without payment if the authorised capital is increased out of the Company’s funds, except in
cases specified in the Law on Companies of the Republic of Lithuania;
4. to have the pre-emption right in acquiring shares or convertible debentures issued by the Company, except in
cases when the General Meeting of Shareholders decides to withdraw the pre-emption right for all the
shareholders in the manner prescribed by the Law on Companies of the Republic of Lithuania;
5. to lend to the Company in the manner prescribed by law; however, when borrowing from its shareholders, the
Company may not pledge its assets to the shareholders. When the Company borrows from a shareholder, the
interest may not be higher than the average interest rate offered by commercial banks of the locality where the
lender has his place of residence or business, which was in effect on the day of conclusion of the loan
agreement. In such a case, the Company and the shareholders shall be prohibited from negotiating a higher
interest rate;
6. to transfer all or part of the shares into the ownership of other persons;
7. to force other shareholders to sell their shares to them or to force other shareholders to buy their shares from
them in cases and manner prescribed by the Law on the Law on Securities;
8. other property rights established by laws.
An ordinary registered share grants the following non-property rights to its holder (shareholder):
1. to attend the General Meetings of Shareholders;
2. to vote at General Meetings of Shareholders according to voting rights carried by their shares. One ordinary
registered share carries one vote;
3. to receive information on the Company specified by laws;
4. to file a claim with the court for reparation of damage resulting from non-feasance or malfeasance by the
Company’s Chief Executive Officer and the Management Board members of their obligations prescribed by laws
or these Articles of Association as well as in other cases laid down by laws;
5. other non-property rights established by laws.
20. Restrictions on Disposal of Securities
94
24. All Mutual Agreements Between Shareholders of Which the Issuer is Aware and Due to Which Restrictions
on Transfer of Securities and/or Voting Rights May Be Imposed
None.
25. Employees
Average number of employees of UTENOS TRIKOTAŽAS RAB group companies at the end of the period, by
companies:
Company name
31/12/2025
31/12/2024
Change, %
UTENOS TRIKOTAŽAS RAB
366
396
(7.6)
Šatrija AB
-
147
(100.0)
PAT MTF Mrija
-
79
(100.0)
Gotija UAB
1
1
0.0
Utenoswear UAB
-
1
(100.0)
367
624
(41.2)
9
On 17 September 2025, the Šiauliai Regional Court initiated insolvency proceedings against Šatrija AB. As of that date, the Group has lost
control of its subsidiary Šatrija AB, and as of that date, the company is no longer consolidated into the Group.
10
On 4 November 2025, Utenos Trikotažas sold a majority holding in Mrija, its subsidiary providing sewing services in Ukraine.
11
On 19 September 2025, a reorganization was carried out whereby Utenoswear AB was merged into the Company and ceased to exist as
a legal entity (will not continue its operations).
None.
21. Shareholders
As at 31 December 2025, in total there were 1489 shareholders of UTENOS TRIKOTAŽAS RAB.
The shareholders that owned or controlled more than 5% of the Issuer’s authorised share capital as at 31 December
2025 were as follows:
Shareholder’s
name
Company code
Address, country
Number of ordinary
registered shares
held (thousand)
Ownership
interest in the
authorised share
capital (%)
Voting rights
(%)
SBA Grupė
UAB
132206739
Upės st. 21, Vilnius,
Lithuania
8,771
92.31
92.31
Other
shareholders
-
-
732
7.69
7.69
The consolidated Group (hereinafter “the Group”) consists of the Company and the following subsidiaries:
Registered office
Group’s share (%) as at 31
December
Activity
2025
2024
Šatrija AB
9
Šatrijos str. 3, Raseiniai
-
89.78
Manufacture of wearing
apparel
Gotija UAB
Drobės str. 33, Kaunas
100.00
100.00
Retail trade
PAT MTF Mrija
10
Tomas Masarik str.13,
Mukačiov, Cietokšna iela 60
-
98.95
Production of knitted
articles
Utenoswear AB
11
Laisvės ave. 3, Vilnius
-
100.00
Retail and wholesale
trade
22. Shareholders Holding Special Control Rights and Descriptions of These Rights
None.
23. All restrictions regarding voting rights
None.
95
Employees related costs (thousand EUR) distribution, by companies:
Company name
2025
2024
Change, %
UTENOS TRIKOTAŽAS RAB
7,188
7,143
0.6
Šatrija AB
1,080
2,318
(53.4)
PAT MTF Mrija
310
268
15.7
Gotija UAB
-
-
-
Utenoswear UAB
-
-
-
8,578
9,729
(11.8)
The average monthly wages of the Company’s employees before taxes (EUR):
Average monthly salary of the Company’s employees is calculated as payroll expense (before taxes) / FTE.
Information on distribution of employees of UTENOS TRIKOTAŽAS RAB by education (data as at 31 December 2025):
Group of
employees
Number of
employees
Higher
Education
Further
Vocationa
l
Secondar
y
Basic
Higher non-
university
Executives
32
23
4
2
2
0
1
Specialists
82
41
15
12
3
2
9
Workers
252
12
58
87
71
13
11
366
76
77
101
76
15
21
Group
Company
Group of employees
2025
2024
Change, %
2025
2024
Change, %
Executives
4,599
4,013
14.6
11,036
10,449
5.6
Managers
2,683
2,695
(0.5)
2,759
2,798
(1.4)
Specialists
1,670
1,670
-
1,782
1,749
1.9
Workers
1,073
1,151
(6.8)
1,233
1,292
(4.6)
1,312
1,357
(3.3)
1,515
1,533
(1.2)
26. Heads of the Group companies
Company name
Chief Executive Officers
UTENOS TRIKOTAŽAS RAB
Nomeda Kaučikienė
Šatrija AB
Giedrius Grondskis
MTF Mrija PAT
Tatjana Roshchina
Gotija UAB
Renata Varaneckienė
Utenoswear UAB
Renata Varaneckienė
27. Management Incentives
According to the Remuneration Policy, management incentives are assigned by the decision of the Management Board
taking into account the objectives met.
28. Amendment Procedure of the Issuer’s Articles of Association
The Articles of Association of the Company shall be amended by the decision of the General Meeting of Shareholders adopted
in the manner prescribed by laws, except in cases specified in the Lithuanian Law on Companies. Following the decision by
the General Meeting of Shareholders to amend the Company’s Articles of Association, the full text of the amended Articles
of Association shall be drawn up. The text is signed by the person authorised by the General Meeting of Shareholders.
The Company’s issued capital amounts to EUR 2,755.9 thousand and is divided into 9,503,000 ordinary registered shares
with par value of EUR 0.29 each.
29. Issuer’s Governing Bodies
96
The governing bodies of the Company are listed below.
General Meeting of Shareholders
Audit Committee
Management Board
Chief Executive Officer
The Articles of Association of UTENOS TRIKOTAŽAS AB stipulate that the Company shall have the following governing
bodies: the General Meeting of Shareholders, the Management Board and the Chief Executive Officer. The Supervisory
Board shall not be set up at the Company.
The Management Board shall be granted all powers stipulated in the Company’s Articles of Association including powers
assigned to it by laws. The Management Board shall deal with deliberation of collegial issues and decision making.
The Management Board considers and approves the Company's business strategy, the Company's management structure
and the positions of employees. The Management Board elects and recalls the Company's Chief Executive Officer,
determines his/her remuneration and other terms and conditions of employment. The Management Board shall determine
the information which shall be considered to be the Company's business secrets. The Management Board shall analyse and
evaluate the Company’s draft annual and consolidated financial statements and draft appropriation of profit (loss) and submit
them to the General Meeting of Shareholders. The Management Board shall also take any other decisions within the
competence of the Management Board as provided for by law, the Company's Articles of Association or the decisions of the
General Meeting of Shareholders. The Management Board shall be responsible for convening and holding General Meetings
of Shareholders in a timely manner. The Management Board of UTENOS TRIKOTAŽAS RAB is elected from 6 members for
a period of four years.
The Audit committee consists of 2 (two) independent members. The Audit committee members by the submission of the
Management Board are being appointed and withdrawn by the General Meeting of Shareholders. The members of the
Committee are elected for the term of 4 (four) years.
During the reporting period 2025, the Committee held two (2) meetings (on 9 January 2025 and 26 March 2025), during which
considered the questions which fall under it’ s competency.
The shareholders meeting held on 26 April 2017 approved the Terms of Reference of the Audit Committee of UTENOS
TRIKOTAŽAS RAB. At the General Meeting of Shareholders held on 17 November 2025, independent auditors Inga Kuktienė
and Alma Gasiulė were elected to the Audit Committee.
Inga Kuktienė (born in 1980)
Independent member and chair of the Audit Committee of UTENOS TRIKOTAŽAS RAB since 1 December 2025, elected for
the period of four years.
Education:
• Vilnius University, Master’s degree in Service Management, and Stockholm University, Bachelor’s degree in
Economics and Management, certified auditor of Lithuania and risk management specialist;
Workplace:
• Chief Risk Officer (CCRO) at Maneuver LT UAB (Genome);
Participation in the management of other companies:
• None;
Alma Gasiulė (born in 1962)
Independent member of the Audit Committee of UTENOS TRIKOTAŽAS RAB since 1 December 2025, elected for the period
of four years.
97
Education:
• Vytautas Magnus University, Major in Economics and Management;
• Auditor's qualification (auditor’s licence No 000552)
Workplace:
• Director, Auditor at Audito Sistemos UAB;
Participation in the management of other companies:
• Member of the Lithuanian Chamber of Auditors;
• Member of the Lithuanian Association of Auditors;
• Member of the Lithuanian Chamber of Auditor’s Quality Control Committee;
The Duties of the Audit Committee:
o to observe the process of preparation of the Company’s financial reports;
o to review the systems of internal control, risk management and internal audit, if it exists in the Company;
o to observe the process of external audit;
o to observe how the external auditor or audit company follows the principles of independence and objectivity;
o to provide the Management Board of the Company with written recommendations regarding the selection,
appointment and recall of an external audit company.
o to immediately inform the Managing Director of the company about information provided by the audit
company to audit committee about audit related problematic issues especially when significant control
defects related to financial statements occur.
Rights of the Audit committee:
• to get complete information and/or documents (their copies) needed for the audit committee to perform their duties.
On the Audit committee request, administration of the Company must provide the information and/or documents
(their copies) to the Audit committee per 3 working days.
• to get complete information on details of accounting, financial and other operations of the company. On the Audit
committee request, administration of the Company as well as on its own initiative must inform the Audit committee
of the methods used to account for significant and/or unusual transactions where the accounting treatment may be
open to different approaches. In such case, a special consideration should be given to the Company’s operations in
off shores and/or activities carried out through special purpose vehicles (organizations), for the purpose to clarify
the justification of such operations.
The members of the Audit Committee may be remunerated for their operations. Remunerations and the payment terms are
determined by the submission of the Management Board by the General Meeting of Shareholders.
30. Members of the Collegial Bodies, the Chief Executive Officer, the Chief Financial Officer
As at 31 December 2025:
Position
Full name
Number of the
Issuer’s shares held
Start of the
term of office
End of the term of
office
Management Board
Chair of the Management
Board
Jurgita Mišeniovienė
-
17/11/2025
29/04/2029
Member of the Management
Board
Aurimas Likus
-
17/11/2025
29/04/2029
Member of the Management
Board
Vytautas Vaškys
-
30/04/2025
29/04/2029
Member of the Management
Board
Jelena Grišina
-
30/04/2025
29/04/2029
Independent member of the
Management Board
Artūras Užgalis
-
30/04/2025
29/04/2029
Independent member of the
Management Board
Neringa Vaitelytė
-
30/04/2025
29/04/2029
Head of Administration and Chief Financial Officer
Chief Executive Officer
Nomeda Kaučikienė
-
03/05/2022
-
Chief Financial Officer
Aurimas Likus
-
01/07/2023
-
Audit Committee
Member of the Audit
Committee
Inga Kuktienė
-
01/12/2025
30/11/2029
98
Member of the Audit
Committee
Alma Gasiulė
-
01/12/2025
30/11/2029
Remuneration was paid to the members of a collegial body of the Company (Members of the Management Board, Members
of the Audit Committee) for their work.
Information about the Management Board members:
Jurgita Mišeniovienė (born in 1980)
Chair of the Management Board of UTENOS TRIKOTAŽAS RAB since 17 November 2025
Education:
• Kaunas University of Technology, Bachelor‘s degree in Finance Management;
• Kaunas University of Technology, Master's degree in Human Resource Management
Workplace:
• Head of Business Development at Utenos Trikotažas AB;
Participation in the management of other companies:
• None;
Aurimas Likus (born in 1985)
Member of the Management Board of UTENOS TRIKOTAŽAS RAB since 17 November 2025.
Education:
• Vilnius University Šiauliai Academy, Master’s degree in Banking and Finance;
• Vilnius University, Faculty of Economics, Bachelor’s degree in Management Information Systems;
Workplace:
• Financial Control Lead at SBA Grupė UAB;
• Chief Financial Officer at Utenos Trikotažas AB;
Participation in the management of other companies:
• Member of the Management Board at Utenos Trikotažas AB;
• Member of the Management Board at KEMPINGAS SLĖNYJE UAB
Vytautas Vaškys (born in 1967)
Member of the Management Board at UTENOS TRIKOTAŽAS RAB since 30 April 2025.
Education:
• Kaunas University of Technology, Master's degree in Civil Engineering - Technology;
• Kaunas University of Technology, Master's degree in International Management and Business Administration
(EMBA).
Workplace:
• Chief Risk Officer at SBA Grupė UAB;
• Director at Landmor UAB;
• Director at Sevenmor UAB;
• Director at Evenland UAB;
• Director at SBA Modular UAB;
Participation in the management of other companies:
• Member of the Management Board at Kauno baldai AB;
• Member of the Management Board at SBA Urban UAB;
• Member of the Board Management at SBA Competence and Service Center UAB;
• Member of the Management Board at SBA Modular UAB;
Jelena Grišina (born in 1979)
Member of the Management Board at UTENOS TRIKOTAŽAS RAB since 30 April 2025.
Education:
• Vilnius University, Master’s degree in Finance;
• Klaipėda University, Bachelor’s degree in Maritime Economics.
99
Workplace:
• Head of Development at SBA Grupė UAB;
• Director at SBA Competence and Service Center UAB;
• Head of HR at SBA Home UAB;
• Director at B.A.T. UAB;
Participation in the management of other companies:
• Chair of the Management Board at SBA Competence and Service Center UAB;
• Member of the Management Board at Inno Line UAB;
• Member of the Management Board at Klaipėdos baldai AB;
• Member of the Management Board at Visagino linija UAB;
• Member of the Management Board at Šilutės baldai AB;
• Member of the Supervisory Board at Kauno Baldai AB;
Neringa Vaitelytė (born in 1979)
Independent member of the Management Board at UTENOS TRIKOTAŽAS RAB since 30 April 2025
Education:
• Vilnius University, Master’s degree in Economics.
• Klaipėda University, Bachelor’s degree in Economics.
Workplace:
• Head of Sales at Grigeo Tissue UAB;
Participation in the management of other companies:
• None.
Artūras Užgalis (born in 1989)
Independent member of the Management Board at UTENOS TRIKOTAŽAS RAB since 30 April 2025.
Education:
• Mykolas Romeris University, Master’s degree in Leadership and Change Management;
• Kaunas University of Technology, Bachelor’s degree in Food Technology and Engineering.
Workplace:
• director at Dealja, MB;
Participation in the management of other companies:
• None.
31. Information on Significant Agreements
The Company has not concluded any significant agreements in which the Company is a party to and which would come into
effect, change or terminate as a result of the change in the control of the Company.
32. Information on the Compliance with the Governance Code
UTENOS TRIKOTAŽAS RAB complies with the principles of Corporate Governance Code for the Companies Listed on
Vilnius Stock Exchange.
33. Information on Transactions with Related Parties
Results of transactions with related parties performed in 2025 are disclosed in the notes to the financial statements of
UTENOS TRIKOTAŽAS RAB for the period ended as at 31 December 2025.
34. Data on Publicly Announced Information
The Company announces information on significant events (as well as other information required by laws) through the system
of information disclosure and communication Globe Newswire. Publicly announced information is also available on the
Company’s website at www.ut.lt and on the website of the Vilnius Stock Exchange at https://nasdaqbaltic.com/.
100
35. The Company’s Auditor
For the purpose of the audit of the set of financial statements of UTENOS TRIKOTAŽAS RAB for the year 2025, a contract
has been concluded with Grant Thornton Baltic UAB (legal entity code: 300056169, registered office address: Vilnius city
municipality, Vilnius, Upės str. 21-1, 08128). The fee for the provision of audit services was set at EUR 33,100 plus VAT. The
translation of the financial statements into English will be provided by Grant Thornton Baltic UAB. The fee for translation
services is EUR 1,200 plus VAT.
36. General Information on the Group of Companies
36.1. Companies that Constitute the Group, Their Contact Data and Principle Activities
Company name
Šatrija AB
Legal form
Joint-stock company
Registration date and place
Registered in 1955, address: Šatrijos str. 3, 4400 Raseiniai
Company code
172285032
Address
Šatrijos str. 3, 4400 Raseiniai
Telephone
+370 (428) 70611
Fax
+370 (428) 70611
E-mail
raseiniai@satrija.lt
Website
www.satrija.lt
Principal activities
Manufacture of wearing apparel
Company name
Mukačevska Trikotažnaja Fabrika Mrija PAT
Legal form
Open joint-stock company
Registration date and place
Registered in 1971, address: Tomas Masarik St.13, 89600 Mukachevo, Ukraine
Company code
00307253
Address
Tomas Masarik str. 13, 89600 Mukachevo, Ukraine
Telephone
+ 380 (3131) 52780
Fax
+ 380 (3131) 52780
E-mail
mriya@mriya.ut.lt
Website
www.mriyamukachevo.com
Principal activities
Production of knitted articles
Company name
Gotija UAB
Legal form
Private limited-liability company
Registration date and place
Registered in 1994, Laisvės ave. 33, Kaunas
Company code
134181619
Address
Laisvės ave. 33, Kaunas
Telephone
+370 (37) 205879
Fax
+370 (37) 205879
E-mail
gotija@ut.lt
Website
None.
Principal activities
Retail trade in knitwear products
Company name
Utenoswear UAB
Legal form
Private limited-liability company
Registration date and place
Registered in 2021, address: Laisvės ave. 3, Vilnius, Vilnius city municipality 04215
Company code
305758870
Address
Laisvės ave. 3, Vilnius, Vilnius city municipality
Telephone
+370 (610) 25063
Fax
-
E-mail
help@aboutwear.com
Website
-
Principal activities
Retail and wholesale trade
Subsidiaries Šatrija AB, PAT MTF Mrija, Gotija UAB, Utenoswear UAB do not trade in securities in regulated markets
37. Information on harmful transactions in which the issuer is a party (transactions that are not consistent with the
Company’s objectives or usual market terms and conditions, infringe interests of the shareholders or other
stakeholders).
There were no harmful transactions (those that are not in line with the Company’s goals, not under usual market terms, harmful
to the shareholders or stakeholders’ interests) made in the name of the issuer that had or potentially could have negative
effects in the future on the issuer’s activities and/or business results. There were also no transactions where a conflict of
interest was present between issuer’s management’s, controlling shareholders’ or other related parties’ obligations to the
issuer and their private interests and/or other responsibilities.
101
38. Diversity Policy
The election of the Company’s Chief Executive Officer, members of the governing and supervisory bodies is subject to the
Diversity Policy. Diversity criteria such as gender, age, geographic origin, education and work experience should be applied
in the composition of the top-level management team, subject to the law. For more information on the diversity policies, see
section 14.4.2.
39. Corporate Governance
(Information is prepared in accordance with the Law on Reporting of Undertakings and Groups of Undertakings of the Republic
of Lithuania (XIV-2811), effective from 30 June 2024, applicable to management reports for periods beginning on or after 1
July 2024).
39.1 A reference to the applicable Corporate Governance Code and where it is publicly disclosed and/or by reference
to the publicly available complete information on corporate governance practices
The Company provides information on compliance with the applicable Corporate Governance Code in 2025 in the Annex to
the Consolidated Annual Management Report. The Company publishes its annual reports on the web page in Investors
section.
39.2 If the provisions of the applicable Corporate Governance Code are divergent and/or non-compliant, the
provisions for which the derogations and/or non-compliance and the reasons
The Company publishes this information in 2025 in the Annex to the Consolidated Annual Report on Compliance with the
Corporate Governance Code, ‘Yes/No/Not applicable’ and ‘Comment’.
39.3 Information on risk scale and risk management: Description of risk management related to the financial
statements, risk mitigation measures and the Company's internal control system
The preparation of the Company’s consolidated financial statements, internal control and financial risk management systems,
compliance with the legislation regulating the preparation of consolidated financial statements are monitored by the Audit
Committee.
The Company is responsible for the supervision and final oversight of the preparation of consolidated financial statements.
The Company is constantly reviewing International Financial Reporting Standards (IFRSs) to ensure timely implementation of
all IFRS developments in the financial statements, analyse transactions that are significant to the Company and the Group’s
activities, ensure collection of information from the Group companies, and timely and correct processing and preparation of
that information for the financial statements, periodically informing the Management Board of the Company on the progress
of preparation of financial statements.
39.4 Information on significant direct or indirect shareholdings
The Company discloses significant direct or indirect shareholdings in Note 1 to the consolidated and the Company’s financial
statements for 2025.
39.5 Information on shareholders with specific control rights and a description of these rights
The Company does not have shareholders with special control rights.
39.6 Information on all existing limitations of voting rights, such as a certain percentage of votes or the number of persons
entitled to vote, restrictions on the use of voting rights or systems in which the property rights granted by the securities are
separated from the holder of the securities.
The Company does not impose any restrictions on rights.
39.7 Information on the rules governing the election and amendment of the Management Board members, as well as
changes to the Articles of Association of the Company
The Company does not have the rules governing the election and amendment of the Management Board members. The
Management Board of the Company acts in accordance with the Law on Companies, the Articles of Association of the
Company, the Rules of Procedure of the Management Board and other legal acts. The members of the Management Board
are always working to benefit the Company and its shareholders.
The procedure for changing the Company’s Articles of Association does not differ from the Law on Companies.
39.8 Information on the powers of the members of the Management Board.
The members of the Management Board of the Company act in accordance with the Law on Companies, the Articles of
Association, the Rules of Procedure of the Management Board and other legal acts, and do not have special powers. The
members of the Management Board are always working to benefit the Company and its shareholders.
102
Chief Executive Officer Nomeda Kaučikienė 03 April 2026
39.9 Information on the competence of the General Meeting of Shareholders, the rights of shareholders and their
implementation, if this information is not provided by law
The Company provides information about the competence of the General Meeting, the shareholders’ rights and their
implementation, as well as the organisation of meetings of shareholders present in 2025 in the Annex to the Annual
Management Report on Compliance with the Corporate Governance Code in 2025.
39.10 Information on the composition of the governing, supervisory bodies and their committees, and the areas of
activity of theirs and the head of the company
The Company provides information on the members of the Management Board, the Chief Executive Officer of the Company
in the Notes 26, 29, 30 of the Consolidated Annual Management Report for 2025, which outline the scope of the management’s
activities, mention is made of other important information related to the positions held.
39.11 A description of the diversity policy for the election of the members of the company’s management, governing
and supervisory bodies, including aspects such as age, gender, education, professional experience, the objectives
of the policy, and the ways in which it has been implemented and the results achieved during the reporting period. If
the diversity policy does not apply, the reasons for non-application are explained
The election of the members of the Management Board and the Chief Executive Officer of the Company is subject to the
Diversity Policy.
39.12 Information on the remuneration of each member of the governing and supervisory body (average salaries paid
during the reporting period, with a separate indication of bonuses, additions, fees, and other benefits)
The members of the Company’s Management Board are elected by the shareholders’ meeting for a term of four years and do
not have employment contracts as they represent the shareholders and are not employees of the Company. Based on the
resolution of the Ordinary General Meeting of Shareholders, while approving the profit appropriation report, the members of
the Management Board may be granted tantjems for their work in the Management Board. The Company has not granted
any loans, guarantees or sureties to the members of the governing bodies to ensure the fulfilment of their obligations.
The Management Board approves the main terms of the employment contract of the management team members. Information
on the remuneration paid to the heads of the Company and the Group is disclosed in Note 26 to the financial statements of
the Company and the Group.
Information on remuneration of the Management Board members is presented in the Remuneration report.
39.13 Information on all agreements between shareholders (their essence, terms and conditions)
To the Company’s knowledge, the shareholders have no mutual agreements.
40. Subsequent events
Subsequent events are disclosed more extensively in the financial statements.
There were no other significant subsequent events until the approval date of the financial statements that could have a material
effect on the Group’s and the Company’s financial statements.
103
REMUNERATION REPORT
Remuneration of Governing Bodies
Remuneration Policy
The Executive Remuneration Policy (hereinafter referred to as “the Remuneration Policy”) lays down the principles for
remuneration to the Chief Executive Officer and members of the Management Board of UTENOS TRIKOTAŽAS RAB, and
to define the main provisions to be followed by the Company bodies in determining the monthly remuneration or any other
pay to the Chief Executive Officer and members of the Management Board of UTENOS TRIKOTAŽAS RAB for work/activities
and setting a variable part of the remuneration (if applicable under the Remuneration Policy).
Principles laid down in the Remuneration Policy define the following elements of the Executive Remuneration:
- A fixed part of the remuneration – monthly salary (hereinafter – the “Fixed Part”);
- A variable part of the remuneration – remuneration for the achievement of objectives/indicators (hereinafter the
“Variable Part”); or
- Other financial remuneration.
The Remuneration Policy shall apply to the Chief Executive Officer and members of the Management Board (hereinafter the
“Executives”) of the Company.
The Remuneration Policy contributes to the Company’s strategy, long-term objectives and interests, i.e.:
- Orientation to the business strategy and dynamism: the Remuneration Policy contributes to the implementation of
the Company’s strategy. The policy must be dynamic, responsive to the market situation, needs of the organisation,
business development priorities and plans, and must encourage the required change in the organisation.
- Result orientation: the Remuneration Policy encourages to achieve organisational and personal objectives, to build
competitive advantages and to improve.
- External competitiveness: the Remuneration Policy reflects market trends; it is aimed at attracting and retaining
Executives of the required qualifications for the Company.
The Remuneration Policy is aimed at providing appropriate incentives to the Company's Executives whose personal activities
have a significant impact on the Company’s business and on respecting organisational values in the Company’s activities.
Where the same person holds the position of the Chief Executive Officer and a member of the Management Board of the
Company or the position of a member of the Management Board and another job in the Company and/or in another company
of the Group in which the Company is a part (hereinafter the “affiliated company”), a single type of remuneration shall be
paid to such an Executive, i.e. total remuneration for holding the position of the Chief Executive Officer or total remuneration
104
for the job (the remuneration principles for other jobs in the Company are laid down in the SBA Group remuneration policy),
but no additional remuneration shall be paid for duties as the member of the Management Board.
The Remuneration Policy must be applied in such a way as to avoid any discrimination on the basis of gender and on other
grounds. Men and women shall be equally remunerated for the same or an equivalent job/activity. In terms of implementing
the principles of gender equality and non-discrimination on other grounds, discrimination-free Executive Remuneration
means discrimination-free remuneration for work/activity and any additional amounts paid under this Remuneration Policy.
Principles of Determining Remuneration
The monthly salary of the Chief Executive Officer shall be determined by the decision of the Management Board of the
Company, and the monthly salary to the members of the Management Board shall be determined by the decision of the
General Meeting of Shareholders. In all cases, the principle of internal equity must be respected when determining the
Executive's monthly salary, taking into account the Job Level or activity performed by the person where the remuneration to
a member of the Management Board, who does not have employment relationship with the Company, is determined.
The monthly salary of Executives shall be reviewed based on:
- The performance of the Company – the achievement of the Company’s annual and/or long-term objectives.
- The budget for remuneration approved by the Company.
The Remuneration Policy provides for the possibility of Variable Part of remuneration for the Chief Executive Officer to
encourage the achievement of the Company’s annual and long-term objectives. The Variable Part shall not be allocated to
the members of the Management Board. The Management Board of the Company shall approve the objectives, and weights
and indicators of the objectives. The following objectives may be set:
- financial;
- operational;
- manufacturing;
- qualitative.
The annual Variable Part paid to the Chief Executive Officer shall be calculated and paid when not less than 100% of the
Company’s objectives have been achieved. The Management Board of the Company shall determine the amount of the
annual Variable Part. The annual Variable Part shall not be higher than 75% of the annual salary of the Chief Executive
Officer. No provision is made for the payment of the annual Variable Part. The Management Board of the Company may
decide to apply long-term incentives and establish their principles.
Upon the termination of the employment contract, the Chief Executive Officer shall be entitled to the severance pay provided
for in the Labour Code of the Republic of Lithuania (if the Chief Executive Officer is at all entitled to it under the law), unless
the parties agree on a different severance pay in the employment contract.
No prior arrangements on the conditions for early retirement shall apply to the Executives.
In 2025, UTENOS TRIKOTAŽAS RAB paid remuneration to independent members of Management Board. There were no
transactions with the Executives granting shares or share options.
The tables provide information on the pre-tax remuneration to the members of the governing bodies accrued in euros.
Remuneration of members of the governing bodies in 2025
Remuneration of members of the governing bodies in 2024
Full name
Position
Fixed Part
Variable
Part
Another
financial
remuneration
In total
Jurgita Mišeniovienė
Chair of the Management
Board
10,105
-
-
10,105
Artūras Užgalis
Independent member of the
Management Board
-
-
-
-
Neringa Vaitelytė
Independent member of the
Management Board
-
-
4,977
4,977
Aurimas Likus
Member of the Management
Board
-
-
-
-
Jelena Grišina
Member of the Management
Board
-
-
-
-
Vytautas Vaškys
Member of the Management
Board
-
-
-
-
Nomeda Kaučikienė
Chief Executive Officer
134,778
-
-
134,778
Full name
Position
Fixed Part
Variable
Part
Another
financial
remuneration
In total
Vytautas Vaškys
Chair of the Management
Board
-
-
-
-
105
Remuneration of employees of the parent company and the Group companies
In 2025, the remuneration fund of the parent company amounted to EUR 7.19 million (2024: EUR 7.14 million). The total
remuneration fund of the Group in 2025 amounted to EUR 8.58 million (2024: EUR 9.73 million). The tables below show the
average monthly salary of staff from 2021 to 2025 in euros before tax (FP and VP). The number of staff is measured in full-
time equivalents. The headcount is measured in full-time equivalents (FTE).
Average monthly salary of the parent company’s employees in EUR before taxes
Average monthly salary of the Group’s employees in EUR before taxes
Changes in the Company’s and the Group’s results during 2021–2025 (EUR’000)
Indicator
2025
2024
2023
2022
2021
Group
Parent
Group
Parent
Group
Parent
Group
Parent
Group
Parent
EBITDA
(defined in
section 7)
728
1,087
(710)
(2,003)
(1,554)
(1,455)
(531)
(666)
(1,919)
(1,310)
Net profit
(521)
15
(1,865)
(3,437)
(2,554)
(2,495)
(1,920)
(2,736)
(3,111)
(2,948)
Artūras Užgalis
Independent member of the
Management Board
-
-
-
-
Neringa Vaitelytė
Independent member of the
Management Board
-
-
-
-
Jelena Grišina
Member of the Management
Board
-
-
-
-
Dovilė Tamoševičienė
Member of the Management
Board
-
-
-
-
Nomeda Kaučikienė
Chief Executive Officer
127,610
-
-
127,610
Employment
group
2025
2024
2023
2022
2021
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Chief
Executive
Officer
1
11,036
1
10,449
1
10,405
1
12,464
1
10,457
Managers
32
2,759
31
2,798
37
2,861
43
2,848
46
2,757
Specialists
77
1,782
81
1,749
101
1,599
127
1,573
161
1,298
Workers
248
1,233
272
1,292
378
1,116
487
1,071
507
989
Employment
group
2025
2024
2023
2022
2021
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Number of
employees
Average
salary
Chief
Executive
Officer
4
4,599
5
4,013
5
4,244
5
4,716
4
7,158
Managers
36
2,683
36
2,695
42
2,983
48
2,811
55
2 847
Specialists
97
1,670
105
1,670
126
1,491
154
1,521
191
1,239
Workers
406
1,073
459
1,151
589
985
710
968
757
880
106
APPENDIX TO THE ANNUAL MANAGEMENT REPORT
NOTICE OF UTENOS TRIKOTAŽAS RAB ON COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE FOR
COMPANIES LISTED ON THE VILNIUS STOCK EXCHANGE IN 2025
UTENOS TRIKOTAŽAS RAB (hereinafter referred to as the “Company”), acting in compliance with Article 22(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.
PRINCIPLES / RECOMMENDATIONS
YES/NO/NOT
APPLICABLE
COMMENTARY
107
1. Principle: General Meeting of Shareholders, equitable treatment of shareholders and shareholder rights
The corporate governance framework should ensure equitable treatment of each shareholder. The corporate governance
framework should protect the rights of the shareholders.
1.1. All shareholders should be furnished with equal opportunity to
familiarise with information provided for in legislation and (or)
documents and participate in the decision-making process regarding
significant corporate issues.
Yes
Yes, all shareholders have an
opportunity to familiarise with
information.
1.2. It is recommended that the company’s capital should consist
only of the shares that grant the same rights to voting, ownership,
dividend and other rights to all their holders.
Yes
The ordinary registered shares
which make the authorised capital of
the Company give the equal rights
for all share owners.
1.3. It is recommended that investors should have access to the
information concerning the rights attached to the shares of the new
issue or those issued earlier in advance, i.e. before they purchase
shares.
Yes
The ordinary registered shares
which make the authorised capital of
the Company give the equal rights
for all share owners.
1.4. Exclusive transactions that are especially important, such as
transfer of all or almost all of the company's assets, which would
basically mean the transfer of the company, should be subject to
approval of the General Meeting of Shareholders.
Not applicable
None of such transactions were
made. The Company follows the
provisions of the Law on Companies
and the Company’s Articles of
Association.
1.5. Procedures of organising and participating at the General
Meeting of Shareholders should ensure equal opportunities for the
shareholders to effectively participate at the General Meetings of
Shareholders and should not prejudice the rights and interests of the
shareholders. The venue, date, and time of the general meeting of
shareholders should not hinder wide attendance of the shareholders.
In the notice about the general meeting of shareholders being
convened, the company should specify the date when draft
resolutions to be proposed should be last submitted.
Yes
No comment.
108
1.6. In order to ensure the right of access to information of
shareholders residing abroad, it is recommended that, where
possible, the documents prepared for the general meeting of
shareholders be made public in advance not only in Lithuanian, but
also in English and/or other foreign languages. It is recommended that
the minutes of the General Meeting of Shareholders after signing
them and/or adopted resolutions should be also published not only in
Lithuanian language, but in English and /or other foreign languages.
It is recommended to place this information on the company’s
website. Documents may be publicly available to the extent that
publishing of these documents is not detrimental to the company or
the company’s commercial secrets are not revealed.
Yes
No comment.
1.7. Shareholders who are entitled to vote should be furnished with
the opportunity to vote in the General Meeting of Shareholders in
person and in absentia. Shareholders should not be prevented from
voting in writing in advance by completing the general voting ballot.
Yes
No comment.
1.8. In order to increase opportunities for shareholders' to participate
in General Meetings of Shareholders, it is recommended that
companies should make greater use of modern technology to enable
shareholders to participate and vote in General Meetings of
Shareholders by means of electronic communications. In such cases
security of transmitted information and a possibility to identify the
identity of the participating and voting person should be guaranteed.
No
The Company does not have
opportunities to apply modern
technologies to voting at general
meetings of shareholders with a view
to ensuring security of shareholders’
rights due to legal regulation being
incompletely clear.
1.9. It is recommended to disclose in the notice of the draft decisions
of the convened general meeting the new nominations of the
members of the collegial body, their proposed remuneration, and the
proposed appointment of the audit firm, if these issues are included
in 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.
Yes
This information about candidates for
the Management Board was provided
to shareholders together with the
notice about the convening of the
general meeting of shareholders (in
accordance with requirements of the
Law on Companies of the Republic of
Lithuania) during which members of
the Management Board were elected,
and with the agenda of the general
meeting of shareholders.
1.10 Members of the Company’s collegial governing body, heads of
the administration
12
or other competent persons related to the
company who can provide information related to the agenda of
the General Meeting of Shareholders should take part in the
General Meeting of Shareholders. Proposed candidates to
member of the collegial body should also participate in the
General Meeting of Shareholders in case the election of new
members is included into the agenda of the General Meeting of
Shareholders.
Yes
No comment.
12
For the purposes of this Code, heads of the administration are the employees of the company who hold top-level management
positions.
109
2. Principle: 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 governing bodies
as well as constantly provide recommendations to the governing bodies of the company.
The Supervisory Board should ensure the integrity and transparency of the company’s financial accounting and
control system.
2.1.1. Members of the Supervisory Board should act 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
There is no 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.
Not
applicable
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.
Not
applicable
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
13
members of the Supervisory Council should: a) maintain
independence of their analysis and decision-making; b) not seek or
accept any unjustified might privileges that compromise their
independence.
Not
applicable
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.
Not
applicable
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.
Not
applicable
13
For the purposes of this Code, the criteria of independence of members of the Supervisory Council 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.
110
2.2. Formation of the Supervisory Board
The procedure of the formation of the Supervisory Council should ensure proper resolution of conflicts of interest,,
and effective and fair corporate governance.
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
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
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 Head of the company or a member of the
Company's Management Board 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.
Not
applicable
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.
Not
applicable
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.
Not
applicable
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.
Not
applicable
111
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 organisation and ability to
act as a group, evaluation of the competence and work efficiency of
each member of the Supervisory Board, and evaluation whether the
Supervisory Board has achieved its objectives. The Supervisory
Board should, at least once a year, make public respective
information about its internal structure and working procedures.
Not
applicable
3. Principle: 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.
3.1.1. The Management Board should ensure the implementation of
the company’s strategy approved by the Supervisory Board if the
latter has been formed at the company. In such cases where the
Supervisory Board is not formed, the Management Board is also
responsible for the approval of the company’s strategy.
Yes
No comment.
3.1.2. As a collegial governing 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.
Yes
No comment.
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 the executives.
Yes
No comment.
3.1.4. Moreover, the Management Board should ensure that the
measures included into the OECD Good Practice Guidance
14
on
Internal Controls, Ethics and Compliance are applied at the company
in order to ensure adherence to the applicable laws, rules and
standards.
Yes
No comment.
3.1.5. When appointing the Head of the Company, the Management
Board should take into account the appropriate balance between the
candidate’s qualifications, experience and competence.
Yes
No comment.
123
Link to the OECD Good Practice Guidance on Internal Controls, Ethics and Compliance: https://www.oecd.org/daf/anti-
bribery/44884389.pdf
112
3.2. Formation of the Management Board
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 between the qualifications of the members of the
Management Board, it should be ensured that members of the
Management Board, as a whole, should have diverse knowledge,
opinions and experience to duly perform their tasks.
Yes
Members of the governing bodies of
the Company work in a variety of
areas in other companies, which
ensures reasonableness of their
competences in respect of their held
positions.
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 Management Report.
Yes
This information about candidates
for the Management Board was
provided to shareholders together
with the notice about the convening
of the general meeting of
shareholders (in accordance with
requirements of the Law on
Companies of the Republic of
Lithuania) during which members of
the Management Board were
elected, and with the agenda of the
general meeting of shareholders.
The required information on
members of the Management Board
is disclosed in Notes 29-30 to the
Company’s annual management
report.
3.2.3. All new members of the Management Board should be
familiarised with their duties and the structure and operations of the
company.
Yes
Newly appointed members of the
Management Board are familiarised
with their duties and the structure
and operations of the 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.
Yes
No comment.
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 Head
of the Company should not be immediately appointed as chair of the
Management Board. Where the company decides to depart from these
recommendations, it should provide information on the measures taken
to ensure impartiality of the supervision.
Yes
The Supervisory Board in not formed
at the Company, the chairman of the
Management Board is not and has
not been the Head of the Company.
113
3.2.6. Each member should devote sufficient time and attention to
perform his duties as a member of the Management Board. Should a
member of the Management Board attend less than a half of the
meetings of the Management Board throughout the financial year of the
company, the Supervisory Board of the company or, if the Supervisory
Board is not formed at the company, the General Meeting of
Shareholders should be notified thereof.
Yes
Members of the Company’s
Management Board perform their
duties in a responsible manner.
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
15
, 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.
Yes
The required information on
members of the Management Board
is disclosed in Note 30 to the
Company’s Annual Management
Report.
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.
Yes
Remuneration to the members of the
Management Board is approved by
the General Meeting of Shareholders
of the Company.
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.
Yes
Members of the Company’s
Management Board perform their
duties in a responsible manner.
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 organisation 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.
No
No comment.
4. Principle: 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 governing bodies.
15
For the purposes of this Code, the criteria of independence of members of the Management Board are interpreted as the criteria of
unrelated parties defined in Article 33(7) of the Law on Companies of the Republic of Lithuania.
114
4.1 The Management Board and the Supervisory Council, 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
The Supervisory Board in not
formed at the Company.
115
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
uninterruptible resolution of essential corporate governance issues
would be ensured. Meetings of the company’s collegial bodies should
be convened at least once per quarter.
Yes
Meetings of the Management Board
are convened once per quarter and
more frequently when necessary.
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.
Yes
No comment.
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.
Not
applica
ble
Not applicable because there is only
the Management Board formed.
5. Principle: Nomination, remuneration and audit committees
5.1. Purpose and formation of committees
The committees formed at the Company should increase the work efficiency of the supervisory board or, where the
supervisory board is not formed, of the Management Board which performs the supervisory functions by ensuring
that decisions are based on due consideration and help organise its work in such a way that the decisions it takes
would be free of material conflicts of interest.
Committees should exercise independent judgement and integrity when performing their functions and provide with
recommendations concerning the decisions of the collegial body; nevertheless, the final decision should be
adopted by the collegial body.
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 committees
16
.
Yes
No comment.
145
The legal acts may provide for the obligation to form a respective committee. For example, the Law on the Audit of Financial Statements
of the Republic of Lithuania provides that public-interest entities (including but not limited to public limited liability companies whose securities
116
5.1.2. Companies may decide to set up less than three committees. In
such case companies should explain why they have chosen the
alternative approach, and how the chosen approach corresponds with
the objectives set for the three different committees.
No
are traded on a regulated market of the Republic of Lithuania and/or of any other Member State) are under the obligation to set up an audit
committee (the legal acts provide for the exemptions where the functions of the audit committee may be carried out by the collegial body
performing the supervisory functions).
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5.1.3. In the cases established by the legal acts the functions assigned
to the committees formed at companies may be performed by the
collegial body itself. In such case the provisions of this Code pertaining
to the committees (particularly those related to their role, operation and
transparency) should apply, where relevant, to the collegial body as a
whole.
Yes
No comment.
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.
Yes
The Audit Committee comprises two
independent members.
5.1.5. The authority of each committee formed should be determined by
the collegial body itself. Committees should perform their duties in line
with authority delegated to them and inform the collegial body on their
activities and performance on 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.
No
Yes - the Audit Committee operates in
accordance with the approved
provisions of the Audit Committee.
Reports of the committees are not
published in the annual management
report.
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.
Yes
The Audit Committee has the right to
invite the Chief Executive Officer,
members of the Management Board, the
Chief Financial Officer, and other
employees responsible for finances, as
well as external auditors to participate in
its meetings.
5.2. Nomination Committee.
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5.2.1. Key functions of the Nomination Committee should be the following:
(1) to select candidates to fill vacancies in the membership of supervisory
and governing 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 governing
body, prepare a description of the functions and capabilities required to
assume a particular position and assess the time commitment expected;
(2) to assess, on a regular basis, the structure, size and composition of
the supervisory and governing 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) to devote the attention necessary to ensure succession planning.
No
There is no Nomination Committee.
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 head of the company should be consulted by
granting him/her the right to submit proposals to the Nomination
Committee.
No
There is no Nomination Committee.
5.3. Remuneration Committee.
Key functions of the Remuneration Committee should be the following:
1) to submit to the collegial body proposals on the remuneration
policy applied to members of the supervisory and governing
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) to 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) to review, on a regular basis, the remuneration policy and its
implementation.
No
There is no Remuneration
Committee.
5.4. Audit Committee.
5.4.1. The key functions of the Audit Committee are defined in the legal
acts regulating the activities of the Audit Committee
17
.
Yes
The Audit Committee performs the
functions provided for in the
provisions of the Audit Committee.
5.4.2. All members of the committee should be furnished with complete
information on particulars of accounting, financial and other operations of
the company. 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.
Yes
The Audit Committee performs the
functions provided for in the
provisions of the Audit Committee.
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17
Issues related to the activities of audit committees are regulated by Regulation No. 537/2014 of the European Parliament and the
Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities, the Law on the Audit of Financial
Statements of the Republic of Lithuania, and the Rules Regulating the Activities of Audit Committees approved by the Bank of Lithuania.
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5.4.3. The Audit Committee should decide whether the participation of the
Chair of the Management Board, the Chief Executive Officer, the Chief
Financial 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 governing bodies
present.
Yes
No comment.
5.4.4. The Audit Committee should be informed of the internal auditor’s
work program, and should be furnished with internal audit’s reports or
periodic summaries. The Audit Committee should also be informed of the
work program of the external auditor and should be furnished with report
disclosing all relationships between the independent auditor and the
company and its group.
Yes
No comment.
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
No comment.
5.4.6. The Audit Committee should submit to the Supervisory Board or,
where the Supervisory Board is not formed, to the Management Board its
activity report at least once in every six months, at the time that annual
and half-yearly reports are approved.
Yes
No comment.
6. Principle: Prevention and disclosure of conflicts of interest
The corporate governance framework should encourage members of the Company’s supervisory and governing
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 governing bodies.
The corporate governance framework should recognise the rights of stakeholders as established by law and
encourage active co-operation between companies and stakeholders in creating the company value, jobs and
financial sustainability. For the purposes of this Principle, the concept “stakeholders” includes investors,
employees, creditors, suppliers, clients, local community and other persons having certain interest in the company
concerned.
Any member of the company’s supervisory and governing body should
avoid a situation, in which his/her personal interests are in conflict or may
be in conflict with the company’s interests. In case such a situation did
occur, a member of the company’s supervisory and governing body
should, within reasonable time, inform other members of the same
collegial body or the Company’s body that has elected him/her, or to the
Company’s shareholders about a situation of a conflict of interest, indicate
the nature of the conflict and value, where possible.
Yes
No comment.
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7. Principle: 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.
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
No comment.
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 Company is in compliance
with the legislation regulating
labour relations effective in the
Republic of Lithuania. The
Remuneration Policy comprises
fixed-rate and variable parts of
remuneration; according to the
policy, the variable part of
remuneration is not paid to
executives if the level of
implementation of objectives is
below 100%.
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.
Yes
According to the Remuneration
Policy, the variable component of
remuneration is not paid to
members of the collegial bodies.
7.4. The Remuneration Policy should provide sufficient information on the
policy regarding termination payments. Termination payments should not
exceed a fixed amount or a fixed number of annual wages and in general
should not be higher than the non-variable component of remuneration
for two years or the equivalent thereof. Termination payments should not
be paid if the contract is terminated due to inadequate performance.
No
The Remuneration Policy defines
termination payments; however, it
does not provide for specific
thresholds of such payments.
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 does not anticipate
nor apply schemes according to
which members of collegial bodies
and heads of the administration
are remunerated with shares,
share options, etc.
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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 the executives
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.
Yes
The Company publishes the
Remuneration Report.
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.
Yes
The Remuneration Policy has
been approved by the General
Meeting of Shareholders.
8. Principle: Role of stakeholders in corporate governance
The corporate governance framework should recognise 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. For the purposes of this Principle, the concept “stakeholders” includes investors,
employees, creditors, suppliers, clients, local community and other persons having certain interest in the company
concerned.
8.1.The corporate governance framework should ensure that the rights
and lawful interests of stakeholders are protected.
Yes
The Company has a collective
agreement concluded.
8.2.The corporate governance framework should create conditions for
stakeholders to participate in corporate governance in the manner
prescribed by law. Examples of participation by stakeholders in corporate
governance include the participation of employees or their
representatives in the adoption of decisions that are important for the
company, consultations with employees or their representatives on
corporate governance and other important matters, participation of
employees in the company’s authorised capital, involvement of creditors
in corporate governance in the cases of the company’s insolvency, etc.
Yes
No comment.
8.3.Where stakeholders participate in the corporate governance process,
they should have access to relevant information.
Yes
No comment.
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
No comment.
9. Principle: 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.
123
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:
9.1.1. the financial and operating results of the company;
Yes
The information is published in the
Company’s financial statements,
and on websites of the Company
and the stock exchange.
9.1.2. objectives and non-financial information of the company;
Yes
No comment.
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
No comment.
9.1.4. members of the company’s supervisory and governing bodies
who are deemed independent, the head 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
No comment.
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;
No
No comment.
9.1.6. potential key risk factors, the company’s risk management and
supervision policy;
Yes
No comment.
9.1.7. the company’s transactions with related parties;
Yes
No comment.
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
No comment.
9.1.9. structure and strategy of corporate governance;
Yes
No comment.
9.1.10. initiatives and measures of social responsibility policy and anti-
corruption fight, significant current or planned investment
projects.
This list should be deemed as a minimum recommendation, while the
companies are encouraged not to limit themselves to disclosure of the
information specified in 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
No comment.
124
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
No comment.
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 governing bodies and the head 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 governing bodies
and the head of the company should be disclosed, as provided for in
greater detail in Principle 7.
Yes
No comment.
9.4.Information should be disclosed in such a way that neither
shareholders nor investors are discriminated with regard to the manner
or scope of access to information. Information should be disclosed to all
simultaneously.
Yes
The information is published on
websites of the Company and the
Nasdaq Vilnius stock exchange.
10. Principle: 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.
10.1. With a view to obtain an objective opinion on the Company’s
financial position and financial results, the Company’s annual financial
statements and the financial information provided in its annual
management report should be audited by an independent audit firm.
Yes
No comment.
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 Company complies with the
recommendation to have the
candidature for the audit firm to be
proposed to the General Meeting of
Shareholders by the Management
Board.
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.
Yes
Except for translation services, no
services other than the audit of the
financial statements were provided
during the audit.