INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the nine month period ended 30 September 2025 Prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union CONTENTS: PAGE: INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 September 2025 1-2 INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the three and nine month period ended 30 September 2025 3-4 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the nine month period ended 30 September 2025
5-6
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS for the nine month period ended 30 September 20257-8
9-31
BASIS OF PREPARATIONREPORTING ENTITY AND GENERAL INFORMATION
BASIS OF ACCOUNTING
USE OF JUDGEMENTS AND ESTIMATES
CHANGE IN ACCOUNTING POLICY
PERFORMANCEOPERATING SEGMENTS
REVENUE
OTHER INCOME
OPERATING EXPENSES
FINANCE RESULT
EARNING PER SHARE
INCOME TAXESINCOME TAX
ASSETSCASH AND CASH EQUIVALENTS AND RESTRICTED CASH
INVESTMENTS IN DEPOSITS
TRADE RECEIVABLES
OTHER ASSETS
EQUITY AND LIABILITIESEQUITY
OTHER PAYABLES
FINANCIAL INSTRUMENTSFINANCIAL INSTRUMENTS - Fair values and risk management
OTHER INFORMATIONCOMMITMENTS
CONTINGENCIES
RELATED PARTIES
Note 30 September 2025 (unaudited) 31 December 2024 (audited)Note
30 September 2025
(unaudited)
31 December 2024
(audited)
Assets
Non-current assets
Property, plant and equipment
19,449,261
19,848,494
Intangible assets
36,690
21,753
Restricted cash
12
23,057
-
Other non-current assets
15
275,384
276,760
Total non-current assets
19,784,392
20,147,007
Current assets
Inventories
113,736
93,998
Trade receivables
14
1,770,775
1,633,688
Investments in deposits
13
2,687,390
3,475,933
Cash and cash equivalents
12
1,038,810
1,581,617
Restricted cash
12
36,736
21,057
Other current assets
15
99,992
23,926
Total current assets
5,747,439
6,830,219
Total assets
25,531,831
26,977,226
Equity
Share capital
16
5,526,898
5,526,898
Revaluation reserve
11,200,525
11,548,962
Other reserves
1,025,970
1,025,970
Retained earnings
3,367,968
4,749,312
Total equity
21,121,361
22,851,142
Liabilities
Non-current liabilities
Bank borrowings
141,545
207,846
Lease liabilities
64,104
70,110
Deferred income
197,178
201,997
Current tax liabilities
11
-
8,196
Deferred tax liabilities
1,430,951
1,460,122
Employee benefits
127,258
128,596
Provisions
991,903
943,505
Trade payables
-
999
Other payables
17
52,998
52,512
Total non-current liabilities
3,005,937
3,073,873
(continued on page 2)
Current liabilities
Bank borrowings
94,641
92,887
Lease liabilities
9,956
9,244
Trade payables
651,798
429,683
Contract liabilities
95,258
97,786
Current tax liabilities
11
159,593
60,329
Deferred income
5,693
6,146
Employee benefits
85,501
147,281
Provisions
104,695
82,470
Tax for electricity producers
8D
-
2,136
Other payables
17
197,398
124,249
Total current liabilities
1,404,533
1,052,211
Total liabilities
4,410,470
4,126,084
Total equity and liabilities
25,531,831
26,977,226
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Bogdan-Nicolae BADEA Radu Ioan CONSTANTIN Ianăș RĂDOIChairman of the Management Board
Member of the Management Board
Member of the Management Board
Petronel CHIRIAC Marian FETIŢAFinance Director Accounting Manager
Nine month period endedNote
30 September 2025
(unaudited)
30 September 2024
(unaudited)
Revenue
6
6,697,815
7,199,919
Other income
7
33,035
167,152
Turbinated water
8A
(318,114)
(413,833)
Employee benefits expenses
(706,660)
(594,096)
Transport and distribution of electricity
8C
(1,143,868)
(907,483)
Electricity purchased
8B
(597,420)
(106,787)
Green certificates expenses
(260,151)
(196,802)
Depreciation and amortization
(660,888)
(673,744)
Impairment on property, plant and equipment and
intangible assets, net
951
4,910
Impairment loss on trade receivables, net
(34,532)
(56,208)
Repair, maintenance, materials and consumables
(86,174)
(37,377)
Tax for electricity producers
8D
(122,721)
(219,341)
Other operating expenses
(220,217)
(177,412)
Operating profit
2,581,056
3,988,898
Finance income
9
229,916
273,451
Finance costs
9
(55,646)
(56,941)
Net finance result
174,270
216,510
Profit before tax
2,755,326
4,205,408
Income tax expense
11
(441,339)
(673,417)
Profit for the period
2,313,987
3,531,991
Earnings per share
Basic and diluted earnings per share (RON)
10
5.14
7.85
Other comprehensive income
Impairment of property, plant and equipment
recognized in revaluation reserve, net of tax
(539)
(771)
Total other comprehensive income
(539)
(771)
Total comprehensive income
2,313,448
3,531,220
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Bogdan-Nicolae BADEA Radu Ioan CONSTANTIN Ianăș RĂDOIChairman of the Management Board
Member of the Management Board
Member of the Management Board
Petronel CHIRIAC Marian FETIŢAFinance Director Accounting Manager
Three month period endedNote
30 September 2025
(unaudited)
30 September 2024
(unaudited)
Revenue
6
2,382,447
2,050,024
Other income
7
9,149
144,190
Turbinated water
8A
(90,018)
(103,016)
Employee benefits expenses
(235,183)
(223,760)
Transport and distribution of electricity
8C
(407,728)
(308,350)
Electricity purchased
8B
(371,963)
(59,663)
Green certificates expenses
(97,975)
(84,895)
Depreciation and amortization
(220,807)
(226,336)
Impairment on property, plant and equipment and
intangible assets, net
(143)
3,651
Impairment loss on trade receivables, net
(32,142)
(54,512)
Repair, maintenance, materials and consumables
(35,396)
(12,289)
Tax for electricity producers
8D
(2,584)
(129,493)
Other operating expenses
(67,719)
(33,666)
Operating profit
829,938
961,885
Finance income
9
56,006
56,652
Finance costs
9
(19,157)
(19,088)
Net finance result
36,849
37,564
Profit before tax
866,787
999,449
Income tax expense
11
(140,239)
(157,640)
Profit for the period
726,548
841,809
Earnings per share
Basic and diluted earnings per share (RON)
10
1.62
1.87
Other comprehensive income
Impairment of property, plant and equipment
(539)
74
recognized in revaluation reserve, net of tax
Total other comprehensive income
(539)
74
Total comprehensive income
726,009
841,883
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Bogdan-Nicolae BADEA Radu Ioan CONSTANTIN Ianăș RĂDOIChairman of the Management Board
Member of the Management Board
Member of the Management Board
Petronel CHIRIAC Marian FETIŢAFinance Director Accounting Manager
Attributable to owners of the Company Share capital Revaluation reserve Other reserves Retained earnings Total equityBalance at 1 January 2024 (audited)
5,526,898
12,038,616
1,024,034
6,431,686
25,021,234
Total comprehensive income for the period
Profit of the period
-
-
-
3,531,990
3,531,990
Other comprehensive income for the period
Impairment of property, plant and equipment recognized in
revaluation reserve, net of tax
-
(771)
-
-
(771)
Total other comprehensive income for the period
-
(771)
-
-
(771)
Total comprehensive income for the period
-
(771)
-
3,531,990
3,531,219
Transactions with the owners of the Company
Contributions and distributions
Dividends
-
-
-
(6,292,738)
(6,292,738)
Total transactions with the owners of the Company
-
-
-
(6,292,738)
(6,292,738)
Other changes in shareholders' equity
Transfer of revaluation reserve to retained earnings due to
depreciation and disposals of property, plant and equipment
-
(364,866)
-
364,866
-
Balance at 30 September 2024 (unaudited)
5,526,898
11,672,979
1,024,034
4,035,804
22,259,715
(continued on page 6)
Attributable to owners of the Company Share capital Revaluation reserve Other reserves Retained earnings Total equityBalance at 1 January 2025 (audited)
5,526,898
11,548,962
1,025,970
4,749,312
22,851,142
Total comprehensive income for the period
Profit of the period
-
-
-
2,313,987
2,313,987
Other comprehensive income for the period
Impairment of property, plant and equipment recognized in
revaluation reserve, net of tax
-
(539)
-
-
(539)
Total other comprehensive income for the period
-
(539)
-
-
(539)
Total comprehensive income for the period
-
(539)
-
2,313,987
2,313,448
Transactions with the owners of the Company
Contributions and distributions
Dividends
-
-
-
(4,043,229)
(4,043,229)
Total transactions with the owners of the Company
-
-
-
(4,043,229)
(4,043,229)
Other changes in shareholders' equity
Transfer of revaluation reserve to retained earnings due to
depreciation and disposals of property, plant and equipment
-
(347,898)
-
347,898
-
Balance at 30 September 2025 (unaudited)
5,526,898
11,200.,525
1,025,970
3,367,968
21,121,361
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Petronel CHIRIAC Marian FETIŢABogdan-Nicolae BADEA
Radu Ioan CONSTANTIN
Ianăș RĂDOI
Chairman of the Management Board
Member of the Management Board
Member of the Management Board
Finance Director Accounting Manager
Nine month period endedNine month period ended Note 30 September 2025 (unaudited) 30 September 2024 (unaudited)Note
30 September 2025 (unaudited)
30 September 2024 (unaudited)
Cash flow from operating activities:
Profit for the period
2,313,987
3,531,991
Adjustments for:
Depreciation
655,116
672,362
Amortisation
Impairment on property, plant and equipment and intangible
5,772
1,383
assets, net
(951)
(4,910)
Impairment loss on trade receivables, net
34,532
56,208
Write-down of inventories
(701)
(1,313)
Gain from bargain purchase of subsidiaries
-
(25,728)
Loss/(gain) on disposal of property, plant and equipment
(2,334)
5,239
Net foreign exchange gain
(1,535)
(33)
Interest income
(216,497)
(267,664)
Interest expense
57,313
56,888
Income tax expense
441,339
673,417
3,286,041
4,697,840
Changes in:
Trade receivables
(171,619)
1,022,433
Inventories
(19,037)
(21,972)
Restricted cash
(38,736)
80,000
Other assets
(81,991)
110,691
Trade payables
192,919
205,710
Deferred income
(5,273)
(4,012)
Employee benefits
(63,118)
(29,831)
Provisions
22,740
(73,397)
Other payables
74,591
85,206
Cash generated from operating activities
3,196,517
6,072,668
Interest paid
(9,671)
(14,692)
Income tax paid
(379,431)
(662,251)
Net cash from operating activities
2,807,415
5,395,725
Cash flow from investing activities:
Payments for acquisition of property, plant and equipment
(229,727)
(208,275)
Payments for acquisition of intangible assets
(20,686)
(15)
Proceeds from the sale of property, plant and equipment
6,545
-
Payments for deposits held for investment purposes
(6,174,830)
(6,550,000)
Proceeds from deposits held for investment purposes
6,940,509
7,650,000
Interest received
246,663
267,727
Payments for acquisition of subsidiaries
-
(67,879)
Net cash used in investing activities
768,474
1,091,558
(continued on page 8)
Cash flow from financing activities:
Repayment of borrowings
(70,044)
(69,270)
Lease payments
(7,074)
(5,041)
Dividends paid
(4,041,578)
(6,286,386)
Net cash used in financing activities
(4,118,696)
(6,360,697)
Net increase/(decrease) in cash and cash equivalents
(542,807)
126,586
Cash and cash equivalents at 1 January
12
1,581,617
407,634
Cash and cash equivalents at 30 September
12
1,038,810
534,220
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Bogdan-Nicolae BADEA Radu Ioan CONSTANTIN Ianăș RĂDOIChairman of the Management Board
Member of the Management Board
Member of the Management Board
Petronel CHIRIAC Marian FETIŢAFinance Director Accounting Manager
-
REPORTING ENTITY AND GENERAL INFORMATION
-
General information about the Group
Societatea de Producere a Energiei Electrice in Hidrocentrale Hidroelectrica S.A. ("the Company" or "Hidrolectrica") is a joint stock company, domiciled in Romania. The Company's registered office is 15-17 Ion Mihalache Blvd., Tower Center Building, 10-15 floors, Sector 1, Bucharest. The Company is registered at National Trade Register Officer with no. J40/7426/2000 and has unique registration code 13267213.
These interim condensed consolidated financial statements comprise the Company and its subsidiaries (together referred as the "Group").
The Group's main lines of business are power generation (hydro and wind) and electricity supply to end consumers.
As of 30 September 2025, the Romanian State through the Ministry of Energy owns 360,094,390 shares, representing 80.0561% of the share capital and of the total voting rights. The rest of the shares are traded on the Bucharest Stock Exchange as follows: 74,731,841 shares, representing 16.6144% of the share capital are owned by legal persons and 14,976,336 shares representing 3.3295% of the share capital by individuals.
The Company is governed by a two-tier system comprising the Supervisory Board and the Management Board.
Initial public offering ("IPO")
Between 23 June and 4 July 2023, the Company went through an initial public offer on Bucharest Stock Exchange. The allocation of the shares was carried out on 5 July 2023, the total offer included the entire holding of Fondul Proprietatea, namely 89,708,177 shares, representing 19.9439% of the Company's share capital.
The first trading day of Hidroelectrica shares at the Bucharest Stock Exchange was 12 July 2023.
List of subsidiaries
As of 30 September 2025 and 31 December 2024 Hidroelectrica has the following subsidiaries:
Subsidiary Activity Registered Office % participation at 30 September 2025 % participation at 31 December 2024Hidroserv S.A. Services (maintenance, repairs, construction)
Bucharest, Romania
100% 100%
Uzina de Construcții Mașini
Hidroenergetice S.R.L.
Manufacturing of engines and turbines
Resita, Romania
100% 100%
Hidroserv S.A. entered the insolvency proceedings in October 2016. In 2020, a reorganization plan of the subsidiary was approved by the Assembly of Creditors and confirmed by the insolvency judge. On 25 June 2025 the court has officially closed the insolvency proceedings against S.S.H. Hidroserv S.A, by ordering its reintegration into the economic circuit.
On 22 February 2023, the Company was declared winner of the sales procedure of business lines ABC and Calnicel platform, of UCM Resita SA. In January 2024, the Company set-up a new subsidiary, Uzina de Construcții Mașini Hidroenergetice S.R.L., through which it took-over the business from U.C.M. Reșița S.A.. The transaction was completed on 11 March 2024.
All revenue are generated in Romania.
-
Regulatory environment
The activity in the energy sector is regulated by the National Energy Regulatory Authority ("ANRE").
The main responsibilities of ANRE include: licensing the entities operating in the energy sector, issuance of regulations applicable to the electricity market, approval of regulated prices and tariffs and issuance of methodologies used to set regulated prices and tariffs.
-
Main operations of the Group Electricity generation and system services
The Group generates electricity by operating 188 hydropower plants and micro-hydropower plants, including 5 pumping stations, (the main generation capacities being Portile de Fier I and Portile de Fier II, which represent on average 40% of the total electricity generated in the last ten years) and 36 wind turbines of 3 MW each.
The electricity generated is sold both wholesale and retail (supply to end consumers).
On 1 January 2023 a centralized electricity acquisition mechanism ("MACEE") was implemented by the Government through which the electricity producers shall sell the available (not contracted as of November 2022) quantity of electricity to the market operator, OPCOM, at a fixed price of RON 450 per MWh. OPCOM will resale the electricity to electricity suppliers and certain large consumers (such as electricity distribution operators) at the same price of RON 450 per MWh. This price fixing mechanism is applicable between 1 January 2023 and 31 March 2025. Thus, at the annual auction in December 2023, the delivery obligations on MACEE were established for the period 1 January 2024- 31 December 2024.
In March 2024, the Government issued a new Emergency Ordinance (OUG no. 32/28.03.2024) which states that starting 1 April 2024, the MACEE mechanism becomes voluntary, leaving producers the possibility to sell energy at the price of RON 400/MWh and it applies until 31 December 2024. Thus, for 2024, the price paid by the sole purchaser (OPCOM) to electricity producers who sell electricity through MACEE in monthly auctions is as follows:
RON 450 /MWh for the electricity contracted until 31 March 2024;
RON 400 /MWh for the electricity contracted starting 1 April 2024.
For the delivery obligations established in the annual auction that took place in December 2023 for the year 2024, the price is RON 450/MWh.
Starting 1 January 2025, the centralized electricity acquisition mechanism was eliminated.
Hidroelectrica S.A. also provides system services to the national electricity system operator, Transelectrica. The system services involve making an agreed power generation capacity available to Transelectrica within a certain period of time, so that to allow the system operator to achieve permanent balancing of the electricity system.
Electricity supply to end usersThe electricity market to end users in Romania is liberalized and all consumers are free to choose their electricity supplier from which they can purchase electricity at negotiated prices.
The Group supplies electricity to both non-household consumers at negotiated tariffs and household consumers. The supply price include, in addition to the electricity price, regulated tariffs (the electricity transportation and distribution costs, the contribution to high efficiency co-generation power support scheme, and the cost of green certificates (see Green certificates section)).
Starting 1 November 2021, due to the significant increase in energy prices on the international and national markets and the impact thereof on Romanian consumers, the Government implemented consumer support schemes, as follows:
capping the electricity supply tariffs for household and non-household consumers, while the energy suppliers were receiving a subsidy from the State to partially compensate for the impact of capping mechanism; The impact of this mechanism on the Group's financial performance in the first nine months of 2025 was a reduction of revenue due to capped prices by RON 46 million (first nine months of 2024: reduction of revenue of RON 31 million, financial year 2024: reduction of revenue of RON 37 million);
on 7 July 2023, a series of changes were brought to GEO 27/2022 (until 30 June 2025) with impact on the revenue obtained from the Supply activity, respectively on the method of computing the invoiced price to the final consumer, for the consumers for which the electricity consumed is purchased by the Company. In the first nine months of 2025, the impact of these changes on the Group's financial performance implied a reduction of revenue by RON 13 million as a consequence of the legal obligation to sell at a price lower than the contractual price (the impact of these changes on the Group's financial performance in 2024 implied a reduction of revenue by RON 6 million as a consequence of the legal obligation to sell at a price lower than the contractual price).
The price cap schemes for electricity were eliminated starting 1 July 2025.
Green certificates ("GC")
As a producer of electricity from renewable sources (hydroelectric power in refurbished micro-hydropower plants with an installed capacity of no more than 10 MW and with a service life of at least 15 years from the date of commissioning, and wind power), the Group receives green certificates through the green certificates support scheme.
In the first nine months of 2025, the Group received 3 green certificates for each MWh generated by the eligible micro-hydropower plant ( in 2024: between 2.92 and 3 green certificates for each MWh generated by eligible micro-hydropower plants, 5 micro-hydropower plants in January 2024, 4 micro-hydropower plants in February and March 2024, 3 micro-hydropower plants in April 2024 and 2 micro-hydropower plants starting May 2024) and 0.75 green certificates for each MWh generated by the wind farm in the first nine months of 2025 and for the year 2024. During the first nine months of 2025, the Group generated from its own production portfolio a number of 18,660 GC from hydropower plant and 139,052 GC from wind farm (first nine months of 2024: 22,725 GC from hydropower plants and 159,821 GC from wind farm, financial year 2024: 28,089 GC from hydropower plants and 217,200 GC from wind farm).
The green certificates can be sold on the spot and forward market. The selling price must fall between the minimum and maximum values set by law:
a minimum trading value of EUR 29.4/GC and
a maximum trading value of EUR 35/GC.
As an electricity supplier, the Group is required to purchase a number of green certificates computed by multiplying the annual mandatory purchase quota of green certificates by the quantity (in MWh) of electricity supplied to end users. ANRE establishes the annual mandatory level of purchase obligations (quotas) of green certificates. Applicable annual estimated quota for 2025 is 0.496 green certificate per MWh (2024: 0.496 green certificate per MWh).
Tax on electricity producers
The tax for electricity producers is computed as 100% (for the period 1 September 2022 to 31 March 2025) of net monthly average selling price in excess of RON 450 per MWh until 31 March 2024. Starting 1 April 2024, the net monthly average selling price in excess of which the tax is computed is RON 400 per MWh.
In February 2025, the Government issued a new Emergency Ordinance (OUG no. 6/27.02.2024) extending the applicability period of the tax for an additional 3 months until 30 June 2025. Starting with 1 April 2025, the tax for electricity producers is computed as 80% (decreased from 100%) on the difference between the net monthly average selling price and 400 RON per MWh.
The net monthly average selling price is computed based on the monthly revenue of the generation segment, which includes the wholesale of electricity produced and the value of electricity transferred within the same entity from producer portfolio (generation segment) to supplier portfolio (supply segment), less monthly cost for imbalances. Starting 1 April 2024, no tax is computed for the wholesale of electricity produced and sold through the centralized electricity acquisition mechanism.
The tax for electricity producers was eliminated starting 01 July 2025.
Tax on Special Constructions
The tax on special constructions is regulated by Government Emergency Ordinance (GEO) 156/2024, with subsequent amendments, applicable starting 1 January 2025. Companies are required to declare this annual tax by 25 May and to pay it in two equal installments, on 30 June and 31 October,respectively, based on the value of the constructions held as of 31 December of the preceding year. According to IFRIC 21 - Levies, and taking into account the provisions of GEO 156/2024, the triggering event that gives rise to the tax is the ownership of the assets and the entity's operational existence as of 1 January.
In accordance with Government Emergency Ordinance no. 21/2025, the tax on special constructions represents a rate of 0.5% on the net value of special constructions for which property tax on buildings is not due, held by the entity, and a rate of 0.25% on the value of special constructions included in the concession contract.
-
General information about the Group
-
BASIS OF ACCOUNTING
These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2024. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards issued by IASB. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
The Group has prepared the financial statements on the basis that it will continue to operate as a going concern.
These interim consolidated financial statements were authorized for issue by the Company's Management Board on 14 November 2025.
The Group also issues an original version of these interim condensed consolidated financial statements prepared in accordance with IFRS Accounting Standards issued by IASB in Romanian language approved at the same date with these financial statements.
-
USE OF JUDGEMENTS AND ESTIMATES
In preparing these interim financial statements, management has made judgements and estimates, including climate-related risks and opportunities, that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
The significant judgements made by the management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements, except for the judgement below referring to the fair value of property, plant and equipment.
i. Fair value of the property, plant and equipmentAfter initial recognition, the Group measures land, buildings and other items of property, plant and equipment at revalued amount. The most recent revaluation of property, plant and equipment was done at 31 December 2023.
Most of the Group's property, plant and equipment are revalued based on the net replacement cost approach, one of the main drivers being the evolution of the cost of construction materials.
As of 31 December 2024 the Group performed an assessment which indicated that the carrying amount of the property plant and equipment does not differ materially from their fair value. The Group will reperform the assessment and the related results will be reflected in the annual Financial Statements as of 31 December 2025.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for financial assets
and liabilities, and non-financial assets (property, plant and equipment).
When measuring the fair value of an asset or liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the Note 17 Financial instruments.
-
CHANGE IN ACCOUNTING POLICY
Except as described below, the accounting policies applied in these consolidated interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2024. The policy for recognizing and measuring income taxes in the interim period is consistent with that applied in the previous interim period and is described in Note 10.
-
Standards/amendments that are effective and have been endorsed by the European Union
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2025. The newly adopted IFRS Accounting Standard did not have a material impact on the Group's accounting policies.
-
Standards issued but not yet effective and not early adopted
-
The standards/amendments that are not yet effective, but have been endorsed by the European Union
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments). In May 2024, the IASB issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, earlier application permitted. Management is in the progress of assessing the impact of this new standard on the annual financial statements.
IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments). In December 2024, the IASB issued targeted amendments for a better reflection of Contracts Referencing Nature-dependent Electricity, which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, earlier application permitted. Management is in the progress of assessing the impact of this new standard on the annual financial statements.
Annual Improvements to IFRS Accounting Standards - Volume 11. Management is in the progress of assessing the impact of this new standard on the annual financial statements.
-
The standards/amendments that are not yet effective and have not yet been endorsed by the European Union
IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB issued the IFRS 18 - Presentation and Disclosure in Financial Statements which replaces IAS 1 - Presentation of Financial Statements and it becomes effective for annual reporting periods beginning on or after January 1, 2027, earlier application permitted. In the following reporting periods, Management will analyse the requirements of this newly issued standard and assess its impact.
IFRS 19 Subsidiaries without Public Accountability: Disclosures. In May 2024, the IASB issued the IFRS 19 - Subsidiaries without Public Accountability: Disclosures, and it becomes effective for annual reporting periods beginning on or after January 1, 2027, earlier application permitted. Management is in the progress of assessing the impact of this new standard on the annual financial statements.
-
The standards/amendments that are not yet effective, but have been endorsed by the European Union
-
Standards/amendments that are effective and have been endorsed by the European Union
-
OPERATING SEGMENTS
-
Basis for segmentation
The Group has identified two reporting segments based on the operating licenses owned - production of electricity and supply of electricity.
The following summary describes the operations of each reportable segment:
Reportable segment OperationsProduction of electricity through the operation of hydropower plants, micro-hydropower plants and wind turbines, rendering of system services to the system operator (meaning making available an agreed generation capacity for the balancing
Electricity generation
Electricity supply
needs of the energy system).
Electricity produced is sold mainly to electricity suppliers and entities that trade electricity on the wholesale electricity market, as well as supplied to final consumers through the electricity supply segment.
Supply of electricity to non-households and households final consumers. Electricity supplied to end consumers is mainly generated by the electricity generation segment, and where there is a gap or an opportunity, this is covered through spot or forward electricity purchases.
The Management Board of the Company reviews management reports of each segment. Segment profit before tax is used to measure performance because management believes that such information is one of the most relevant in evaluating the results of the segments.
- Information about operating segments
-
Basis for segmentation
-
REPORTING ENTITY AND GENERAL INFORMATION
Nine month period ended 30 September 2025 (unaudited) | Electricity generation | Electricity Total for Inter-segment Consolidated supply reportable eliminations total segments | |||
External revenue | 2,884,848 | 3,812,967 | 6,697,815 | - | 6,697,815 |
Inter-segment revenue | 1,154,853 | - | 1,154,853 | (1,154,853) | - |
Segment revenue | 4,039,701 | 3,812,967 | 7,852,668 | (1,154,853) | 6,697,815 |
Segment profit before tax | 2,102,455 | 652,871 | 2,755,326 | - | 2,755,326 |
Net finance income/ (cost) | 161,081 | 13,189 | 174,270 | - | 174,270 |
Depreciation and amortization | (659,799) | (1,089) | (660,888) | - | (660,888) |
Impairment loss on property, | |||||
plant and equipment and intangible assets, net | 951 | - | 951 | - | 951 |
Electricity purchased | (26,262) | (1,701,310) | (1,727,572) | 1,130,152 | (597,420) |
Green certificates expenses | - | (284,852) | (284,852) | 24,701 | (260,151) |
Employee benefits expenses | (686,402) | (20,258) | (706,660) | - | (706,660) |
Turbinated water | (318,114) | - | (318,114) | - | (318,114) |
Tax for electricity producers | (122,721) | - | (122,721) | - | (122,721) |
Transport and distribution of electricity | (41,162) | (1,102,706) | (1,143,868) | - | (1,143,868) |
Other expenses | (277,658) | (63,265) | (340,923) | - | (340,923) |
Nine month period ended 30 September 2024 (unaudited) | Electricity generation | Electricity Total for Inter-segment Consolidated supply reportable eliminations total segments | |||
External revenue | 4,576,771 | 2,623,148 | 7,199,919 | - | 7,199,919 |
Inter-segment revenue | 964,651 | - | 964,651 | (964,651) | - |
Segment revenue | 5,541,422 | 2,623,148 | 8,164,570 | (964,651) | 7,199,919 |
Segment profit before tax | 3,776,013 | 429,395 | 4,205,408 | - | 4,205,408 |
Net finance income/ (cost) | 212,516 | 3,994 | 216,510 | - | 216,510 |
Depreciation and amortization | (673,683) | (61) | (673,744) | - | (673,744) |
Reversal of impairment loss on | |||||
property, plant and equipment | 4,910 | - | 4,910 | - | 4,910 |
Electricity purchased | (15,182) | (1,028,895) | (1,044,077) | 937,290 | (106,787) |
Green certificates expenses | - | (224,163) | (224,163) | 27,361 | (196,802) |
Employee benefits expenses | (576,391) | (17,705) | (594,096) | - | (594,096) |
Turbinated water | (413,833) | - | (413,833) | - | (413,833) |
Tax for electricity producers | (219,341) | - | (219,341) | - | (219,341) |
Transport and distribution of | |||||
electricity | (52,911) | (854,572) | (907,483) | - | (907,483) |
Other expenses | (197,555) | (73,442) | (270,997) | - | (270,997) |
Other expenses include the following captions from consolidated statement of profit or loss: Repair, maintenance, materials and consumables, Impairment loss on trade receivables and Other operating expenses. Other income indicator is not presented.
The electricity generation segment includes also system services and production of electricity for system balancing which are billed to the system operator, Transelectrica SA (see details in Note 6).
Inter-segment revenue includes the value of electricity produced and transferred within the same entity from producer portfolio (generation segment) to supplier portfolio (supplier segment) of RON 1,079,904 thousand for the nine months ended 30 September 2025 (nine months ended 30 September 2024: RON 911,045 thousand) and inter-segment net imbalances of RON 50,248 thousand for the nine months ended 30 September 2025 (nine months ended 30 September 2024: RON 26,245 thousand). Inter-segment revenue is calculated based on a methodology approved by the Management
Board in 2021. The methodology used for computing transfer price between segments is based on the average electricity production cost in the last 12 months ending 2 months prior to the calculation month, plus an internal margin.
The decrease in revenue from the electricity generation segment in the first half of 2025, compared to the same period in 2024, was primarily attributable to unfavorable hydrological conditions, which resulted in lower energy production.
All revenue are generated in Romania.
Total segment assets and total segment liabilities are not included in the management reports reviewed by the Management Board.
-
REVENUE
A. Revenue from contracts with customers
The Group generates revenue from:
Nine month period ended30 September 2025 (unaudited)
30 September 2024 (unaudited)
Wholesale of electricity
2,707,760
4,322,193
Electricity supplied to final consumers (retail sales)
3,812,967
2,623,148
System services
175,648
252,576
Maintenance services
1,440
2,002
Total
6,697,815
7,199,919
Revenue from electricity supplied to final consumers reflects the value of volume supplied, including positive imbalances, which are based on automated or manual meter readings performed by the distribution operators, self-readings reported by the consumers, or based on volume estimated by distribution operators if readings are not available.
The majority of the Group's supply revenue in the nine month period ended 30 September 2025 represent sales to non-household consumers (approx. 65% of volume, 63% in the first nine months of 2024), for which readings are performed at the end of each month, data sent by the distribution operators. Also, approximately 72% (67% in the first nine months of 2024) of the volume supplied to household consumers in the nine month period ended 30 September 2025 is determined based on meter readings at the end of the period, and the rest is based on estimates of the consumption, all data sent by the distribution operators. Group assesses that the risk of revenue adjustment subsequent to period end that could result from the difference between the meter readings and the estimated volumes would have a limited impact on the financial statements.
For the nine month period ended 30 September 2025, the Group produced 8,473 GWh (nine month period ended 30 September 2024: 11,053 GWh), and sold 10,130 GWh (nine month period ended 30 September 2024: 11,719 GWh). From total quantity sold, 5,207 GWh were supplied to end users in the nine month period ended 30 September 2025 (4,006 GWh in the nine month period ended 30 September 2024).
Currently, the Group has contracts with customers mainly for periods up to 12 months. Individual clients who represent more than 10% of the Group's revenue are as follows:
Transelectrica SA, the electricity system operator - system services and production of electricity for system balancing
(latter included in wholesale of electricity) - RON 571,579 thousand in the nine month period ended 30 September 2025 (37%), RON 1,632,804 thousand in the nine month period ended 30 September 2024 (36%);
OPCOM SA, the market operator - wholesale of electricity produced on the market for the centralized acquisition mechanism and on the spot market of RON 219,994 thousand in the nine month period ended 30 September 2025 (14%), RON 2,366,457 thousand in the nine month period ended 30 September 2024 (52%).
Timing of revenue recognition:
Nine month period ended
30 September 2025 30 September 2024(unaudited) (unaudited)
Revenue transferred over time 6,696,375 7,197,916 Revenue transferred at a point in time 1,440 2,002 Total 6,697,815 7,199,919
-
OTHER INCOME
Nine month period ended
30 September 2025
(unaudited)
30 September 2024
(unaudited)
Grant income
4,317
4,298
Compensations, fines and penalties from suppliers
978
125,530
Other income
27,740
37,324
Total
33,035
167,152
On 2 April 2024, the Court, through Decision no. 1852, definitively ruled in favor of Hidroelectrica regarding the litigation with the tax authorities whose subject was the annulment of the Decision on settling the preliminary tax appeal no. 406/18.12.2014 and annulment of Tax Decision no. F-MC 851/21.01.2014, in value of RON 214,385 thousand . In July 2024, the amounts were offset with tax liabilities calculated for the second quarter of 2024. To these amounts, fiscal interest of RON 122,843 thousand was computed and collected in September 2024.
-
OPERATING EXPENSES
-
Turbined water
Turbined water represents the water used by the hydropower plants in order to generate electricity. The fee for turbined water established by the National Agency for Water Administration is RON 37 per MWh produced.
-
Electricity purchased
The Group purchases electricity in order to fulfill the deficit between the electricity contracted for sales and the actual electricity produced or in order to cover the electricity needs of the supply segment.
In the first nine months of 2025 the Group purchased 1,657 GWh (first nine months of 2024: 666 GWh) for RON 597,420 thousand (first nine months of 2024: RON 106,787 thousand). The increase in electricity purchases in the first nine months of 2025 is mainly due to the increase in the amount of electricity required for the supply segment, considering the hydrological deficit recorded in 2025.
-
Transport and distribution of electricity
Nine month period ended
30 September 2025 (unaudited)
30 September 2024 (unaudited)
Injection of electricity produced in the national system
28,060
51,633
Distribution of electricity supplied
906,585
698,554
Transport of electricity supplied
209,223
157,296
Total
1,143,868
907,483
Tariffs for transport and distribution of electricity are regulated. The 26% increase in transport and distribution costs in the first nine months of 2025 compared to the same period in 2024 is driven mainly by a 30% increase in the volume of electricity supplied, as well as an average 13% rise in distribution tariffs effective from 1 January 2025.
- Tax for electricity producers
The tax for electricity producers is computed as 100% (for the period 1 September 2022 to 31 March 2025) of net monthly average selling price in excess of RON 450 per MWh until 31 March 2024. Starting 1 April 2024, the net monthly average selling price in excess of which the tax is computed is RON 400 per MWh.
In February 2025, the Government issued a new Emergency Ordinance (OUG no. 6/27.02.2024) extending the applicability period of the tax for an additional 3 months until 30 June 2025. Starting with 1 April 2025, the tax for electricity producers is computed as 80% (decreased from 100%) on the difference between the net monthly average selling price and 400 RON per MWh.
The net monthly average selling price is computed based on the monthly revenue of the generation segment, which includes the wholesale of electricity produced and the value of electricity transferred within the same entity from producer portfolio (generation segment) to supplier portfolio (supply segment), less monthly cost for imbalances. Starting 1 April 2024, no tax is computed for the wholesale of electricity produced and sold through the centralized electricity acquisition mechanism.
The monthly revenue of the generation segment includes, according to the legislation, the wholesale of electricity produced and/or purchased and the value of electricity transferred within the same entity from producer portfolio (generation segment) to supplier portfolio (supplier segment). As the legislation does not define and does not include provisions on how the transfer value from producer portfolio to supplier portfolio should be computed, the Company has used its internal methodology for calculation of the transfer price between it s licensed activities (generation and supply), which was approved by the Management Board on 8 June 2021, before the issuance of the legislation regarding the tax for electricity producers. This methodology is based on the average electricity production cost in the last 12 months ending 2 months prior to the calculation month, plus an internal margin. This methodology may differ from the methodologies used by other companies taking into consideration that there is no regulation to define or standardize the method of calculation.
The tax computed by the Group for the nine month period ended 30 September 2025 is RON 122,721 thousand (for the nine month period ended 30 September 2024: RON 219,341 thousand). As at 30 September 2025, the recoverable balance related to the tax is RON 538 thousand (31 December 2024 payable amount: RON 2,136 thousand).
Starting 01 July 2025, the tax for electricity producers was eliminated.
Romanian tax authorities, through the General Antifraud Fiscal Division, performed controls at the Group on the tax for electricity producers for the period September-December 2022. The authorities did not make any changes to the method of computing the tax or to the method of computing the transfer price between the production and supply portfolios, but had a different point of view regarding the date from which Law 357/2023 was applied by the Company. Also, the authorities mentioned in the report that the provisions of the Fiscal Code regarding transfer pricing does not apply in respect of the transfer price of the electricity between the portfolios/ segments, since these provisions regulate the transactions between related parties and not the transactions performed within the same entity.
Law 357/2023 was published by the authorities on 16 December 2022 and modified the method of computing net monthly revenue, by limiting the revenue in scope only to electricity produced and sold or transferred between segments and the costs in scope only to the balancing costs capped to 5% of the revenue from electricity produced and transfer value of electricity transferred between segments. The text of the law mentions that the provisions of the law are applicable starting with 1 September 2022, however the Company applied the law starting with the publication date, 16 December 2022.
As per control report issued on 11 April 2023, the tax authorities applied the law retroactively from 1 September 2022, and therefore computed additional tax of RON 62,052 thousand. The Group paid the additional tax, the amount being presented in other non-current assets as Hidroelectrica challenged the decision, estimating that the asset resulted from the payment will be realized in a period longer than one year. Further analysis on the retroactive application of the law is presented in Note 20 a).
-
Turbined water
-
FINANCE RESULT
Nine month period ended
30 September 2025 (unaudited)
30 September 2024 (unaudited)
Interest income
216,497
267,664
Other finance income
13,419
5,787
Finance income
229,916
273,451
Interest expense
(9,429)
(14,410)
Unwinding of non-current provisions
(47,884)
(42,478)
Gain or (loss) from foreign exchange differences
1,667
(53)
Finance expenses
(55,646)
(56,941)
Net finance result
174,270
216,510
The evolution of interest income reflects a decrease in the average balance of bank deposits, resulting from lower operating results in the first nine months of 2025 compared to the same period in 2024.
-
EARNINGS PER SHARE
The calculation of earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.
Nine month period ended30 September 2025
(unaudited)
30 September 2024
(unaudited)
Profit attributable to the owners of the Company
Profit for the period attributable to the owners of the Company
2,313,987
3,531,990
Profit attributable to ordinary shareholders
2,313,987
3,531,990
Weighted average number of ordinary shares (basic and diluted)
Issued ordinary shares at 1 January
449,802,567
449,802,567
Weighted average number of ordinary shares at 30 September
449,802,567
449,802,567
Earnings per share (basic and diluted) RON/share
5.14
7.85
-
INCOME TAX
In the determination of the current and deferred tax the Group takes into account the impact of uncertain tax positions (see Note 20). This assessment relies on estimates and assumptions and may involve a series of judgments about future events.
The Group considers that the accounting records for income tax due are appropriate for all open tax years, based on assessment made by management taking into account various factors, including the interpretation of tax legislation and previous experience. New information may become available that causes the Group to change its judgment regarding the adequacy of the existing tax liabilities; such changes to tax liabilities will have impact in tax expense in the period that such determination is made.
Income tax expense for the period
For the interim condensed consolidated financial statements, the income tax expense for the period is recognized at an amount determined by multiplying the profit before tax for the interim reporting period by management's best estimate of the annual tax rate expected for the full financial year.
The Group's consolidated effective tax rate for the nine month period ended 30 September 2025 was 16.02% (nine month period ended 30 September 2024: 16.35%).
Global minimum top-up tax
The Group qualifies as a large-scale domestic group and is subject to the global minimum top-up tax according to Law no. 431/2023. The Law transposes into national legislation the provisions of Directive 2523/2022 on ensuring a minimum level of taxation ("Directive 2523"), the Directive which includes the guidelines from the second pillar of the "Global model rules to combat tax base erosion" (called "GloBE rules ") issued by the OECD/G20 Inclusive Framework on BEPS as well as the Administrative Guidelines on GloBE rules. For the nine months period ended 30 September 2025, no top-up tax should be paid by the Group as the adjusted effective tax rate is above 15% (for the year 2024, the Group has recorded an expense and a long-term liability regarding the additional top-up tax amounting to RON 8,196 thousand).
Current tax liabilities
As at 30 September 2025 the outstanding amount payable is RON 159.593 thousand (31 December 2024: RON 68,524 thousand) and represents mainly tax liabilities for third quarter 2025.
Potential consequences on income tax
The Group may have potential consequences on corporate income tax that may result from the payment to shareholders of dividends from revaluation reserves transferred to retained earnings which, according to tax law, are taxed at the time of change of destination, to the extent they were previously tax deducted. Thus, the distribution of dividends from such reserves will generate additional income tax. The Company has such reserves transferred to retained earnings at 30 September 2025, which following the distribution would generate additional income tax expense for the Group of RON 25,133 thousand (31 December 2024: RON 18,837 thousand).
The potential tax effect of revaluation reserves taxable at change in destination/distribution (at 16% tax rate) that were not yet transferred to retained earnings, amount to RON 348,634 thousand at 30 September 2025 (RON 354,931 thousand at 31 December 2024).
- CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents
30 September 2025 (unaudited) | 31 December 2024 (audited) | ||
Bank accounts | 656,035 | 982,016 | |
Bank deposits with a maturity below 3 months | 379,554 | 598,595 | |
Petty cash | 152 | 157 | |
Cash equivalents | 3,069 | 849 | |
Total | 1,038,810 | 1,581,617 |
Restricted cash
As at 30 September 2025, restricted cash comprises long-term collateral deposits of RON 23,057 thousand at Banca Comerciala Romana for issuance of bank guarantee in favor of OPCOM, related to transactions on Day-Ahead Market, bank accounts designated for dividend payments in amount of RON 6,967 thousand and amounts received from the state as compensation for expropriations related to investments in progress, totaling RON 29,769 thousand.
The Group does not have access to these funds until they are released for their designated purpose.
13. INVESTMENTS IN DEPOSITS | |||
30 September 2025 (unaudited) | 31 December 2024 (audited) | ||
Bank deposits with maturity less than 1 year held for investment purposes | 2,687,390 | 3,475,933 | |
Total | 2,687,390 | 3,475,933 | |
Bank deposits are short-term deposits with maturity between 3 to 12 months held for investment purposes rather than for short term cash commitments. The average interest rate on term deposits was 6.66 % per year in the first nine months of 2025 (first nine months of 2024: 5.90 % per year).
14. TRADE RECEIVABLES | |||
30 September 2025 (unaudited) | 31 December 2024 (audited) | ||
Trade receivables - generation segment (wholesale) | 270,606 | 349,668 | |
Trade receivables - supply segment (retail) | 1,771,079 | 1,520,397 | |
Impairment allowance | (270,910) | (236,377) | |
Total | 1,770,775 | 1,633,688 | |
The unbilled revenues included in trade receivables amounts to RON 695,522 thousand gross at 30 September 2025, representing 34% of total gross trade receivables (RON 669,127 thousand at 31 December 2024, representing 36% of total gross trade receivables), out of which RON 510,842 thousand gross relate to supply segment (RON 420,642 thousand as at 31 December 2024).
Of the invoiced receivables balance at 30 September 2025, RON 269,231 thousand represent trade receivables for which settlement agreements were signed (31 December 2024: RON 333,510 thousand).
Trade receivables ageing analysis is disclosed in Note 18. Trade receivables due from related parties are disclosed in Note 21.
-
OTHER ASSETS
30 September 2025
(unaudited)
31 December 2024(audited)
Current
Non-current
Current
Non-current
Payments made in connection with
uncertain tax treatments
-
63,612
-
63,612
Prepayments
86,493
205,592
14,104
208,558
Value added tax receivable
926
-
892
-
Other assets
19,618
6,180
15,833
4,590
Impairment loss on other assets
(7,045)
-
(6,903)
-
Total
99,992
275,384
23,926
276,760
Payments made in connection with uncertain tax treatments
According to the General Antifraud Fiscal Division report from 11 April 2023 and related imposing decision, the fiscal authorities applied the Law 357/2022 regarding the tax for electricity producers retrospectively from 1 September 2022 and computed additional tax of RON 62,052 thousand (see Note 8D). On 7 August 2023, the Company received a decision regarding interest and penalties in the amount of RON 1,560 thousand related to the previously mentioned imposing decision. In 2023, the Group paid both the additional tax imposed and the related interest and penalties, the amount being recorded as other non-current assets as Hidroelectrica challenged in Court these decisions, estimating that the assets represented by the payment will be recovered within a period longer than one year. The analysis regarding the retrospective application of the law is presented in Note 20.1. a).
The Group recognized these payments as an asset based on IFRIC 23 Uncertainty over Income Tax Treatments because they will either be refunded if the Group is successful in the litigations related to the liability or they will be used to pay the liability in case of loss of the dispute.
Non-current prepayments mainly represent advance payment for the AHE Vidraru refurbishment contract signed in June 2024, and the comparative figures were reclassified accordingly, from current prepayments, in line with their nature.
The increase in current prepayments represents mainly the advance payments for the purchase of electricity, as well as for local taxes related to the 2025 financial year, including tax on special constructions.
-
EQUITY
Share capital
At 30 September 2025, the authorized, subscribed share capital of the Company is divided into 449,802,567 ordinary shares (31 December 2024: 449,802,567 ordinary shares) with a nominal value of RON 10 per share. The shareholders are entitled to dividends and each share grants a voting right.
30 September 2025 31 December 2024Shareholders
Number of shares
%
Number of shares
%
Ministry of Energy
360,094,390
80.0561%
360,094,390
80.0561%
Legal persons
74,731,841
16.6144%
73,287,787
16.2933%
Individuals
14,976,336
3.3295%
16,420,390
3.6506%
Total
449,802,567
100%
449,802,567
100%
Dividends
On 29 April 2025, the Shareholder General Meeting approved the distribution of dividends from the 2024 profit of RON 4,043,229 thousand, representing 100% of the 2024 eligible for distribution net profit in the statutory separate financial statements of the Company.
The value of the distributed dividends per share is 8.988897 RON/share (2024: 13.99 RON/share).
Liabilities in relation to dividends include:
30 September 2025
31 December 2024
Dividends payable
6,967
5,183
Tax on dividends withheld from shareholders
337
470
Total
7,304
5,653
-
OTHER PAYABLES
30 September 2025
(unaudited)
31 December 2024(audited)
Current Non-current Current Non-currentPayables to the State
107,922
-
39,339
-
Performance deposits from suppliers
8,466
52,876
7,056
52,403
Performance deposits from clients (Note 18)
51,993
-
57,587
-
Liabilities in relation to dividends (Note 16)
7,304
-
5,563
-
Other
21,713
122
14,614
109
Total
197,398
52,998
124,249
52,512
At 30 September 2025, payables to the State represent mainly VAT payable of RON 104,631 thousand (31 December 2024: VAT payable of RON 37,573 thousand).
-
FINANCIAL INSTRUMENTS - Fair Values and Risk Management
-
Accounting classifications and fair values
In accordance with IFRS 9, the Group's financial assets and liabilities are measured at amortized cost. According to the business model of the Group, financial assets and liabilities are held to collect contractual cash flows and these cash flows are solely payments of principal and interest. The Group did not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
- Financial risk management
Credit risk
Credit risk is the risk that the Group will incur a financial loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and this risk derives mainly from trade receivables, cash and cash equivalents, and investments in deposits.
Cash and bank deposits are placed in financial institutions that are considered to have high creditworthiness, part of these being held by Romanian State such as CEC Bank and Exim Bank.
Exposure to credit risk
The carrying amount of financial assets represents the maximum exposure to credit risk.
30 September 2025 (unaudited) 31 December 2024 (audited)Trade receivables
1,770,775
1,633,688
Cash and cash equivalents
1,038,810
1,581,617
Restricted cash
59,793
21,057
Investments in deposits
2,687,390
3,475,933
Total
5,556,768
6,712,295
Trade receivables
The Group's exposure to credit risk is mainly influenced by the individual characteristics of each client. The Group has established a credit policy according to which each new business client is analyzed individually from the point of view of creditworthiness before the conclusion of a contract, so that the sale is made to the clients with an adequate creditworthiness. For household clients, such credit risk analysis is not performed due to the nature and volume of the customers and due to the legislation in force. Impairment adjustments of trade receivables reflect the expected credit losses, calculated based on the loss rates.
The following table provides information about the exposure to credit risk and expected credit loss (ECL) for trade
receivables as at 30 September 2025:
Expected weighted
Gross carrying
Impairment
Net trade
average loss rate
amount
loss allowance
receivables
Not past due 2.04%
1,184,462
(24,158)
1,160,304
Past due - from 0 to 3 months 15.82%
154,441
(24,433)
130,008
Past due - from 3 to 6 months 57.34%
62,547
(35,862)
26,685
Past due - from 6 months to 1
year 90.02%
75,365
(67,845)
7,520
Past due - more than 1 year 100.00%
118,612
(118,612)
-
Total
1,595,427
(270,910)
1,324,517
Customers analyzed individually
446,258
-
446,258
Total trade receivables
2,041,685
(270,910)
1,770,775
The following table provides information about the exposure to credit risk and expected credit loss (ECL) for trade receivables as at 31 December 2024:
Expected
weighted average loss rate
Gross carrying amount
Impairment loss allowance
Net trade receivables
Not past due
2.21%
803,320
(17,745)
785,476
Past due - from 0 to 3 months
17.80%
140,963
(25,096)
115,867
Past due - from 3 to 6 months
73.31%
69,496
(50,945)
18,550
Past due - from 6 months to 1
year
100.00%
69,294
(69,294)
-
Past due - more than 1 year
100.00%
73,297
(73,297)
-
Total
1,156,270
(236,377)
919,893
Customers analyzed individually
713,795
-
713,795
Total trade receivables
1,870,065
(236,377)
1,633,688
Customers analyzed individually represent outstanding amounts from customers for which the Group believes that there is a negligible risk to collect.
Loss rates for the first nine months of 2025 are based on the actual credit loss experienced over the past nine quarters considering the evolution of the supply segment and the delays in invoicing the electricity supplied (31 December 2024: last six quarters).
The Group has guarantees received from customers of RON 546,176 thousand at 30 September 2025 (RON 527,949 thousand at 31 December 2024) in the form of bank letters of guarantee. Starting 2024, the Group also has performance deposits from clients, representing paid guarantees of RON 51,993 thousand at 30 September 2025 (RON 57,587 thousand at 31 December 2024) (see Note 17).
-
Accounting classifications and fair values
-
COMMITMENTS
-
Contractual commitments
The Group has the following contractual commitments:
30 September 2025 31 December 2024
Acquisition of property, plant and equipment and
intangible assets 1,526,558 1,372,035
AHE Vidraru Refurbishment
In June 2024, Hidroelectrica signed the contract for refurbishment works of AHE Vidraru with the Consortium formed of ELECTROMONTAJ (Consortium Leader) and Koncar - Engineering Co. Ltd. for production and services (Croatia), with BUTAN GRUP as subcontractor, following the completion of the award procedure through a public tender. The contractual price is RON 937,709 thousand and the works are to be completed within 84 months, according to the execution schedule.
-
Guarantees
The Group issued performance guarantees amounting to RON 592,732 thousand as at 30 September 2025 (31 December 2024: RON 45,350 thousand), mainly in connection with its payment obligations related to the AHE Vidraru refurbishment contract of RON 520,543 thousand. Other performance guarantees are related to obligations to deliver electricity, and in relation to payment obligations related to electricity purchase transactions on the day-ahead and intra-day markets.
-
Contractual commitments
-
CONTINGENCIES
-
Litigation, claims and tax uncertainties
The main litigations involving the Group, with a potential exposure of RON 195,206 thousand as at 30 September 2025 and 31 December 2024, are disclosed as contingent liabilities:
Litigation with Tax authorities
Potential exposure: RON 63,612 thousand as at 30 September 2025 and 31 December 2024Plaintiff: Hidroelectrica
File no. 638/2/2024 and 1962/2/2024
Subject matter: Annulment of Tax Decision No. A-DAF 6890/11.05.2023
Tax for electricity producers was subject to multiple changes with respect to the method of computation during 2022. The latest change was instated through Law no. 357/2022, which was published on 16 December 2022. The Company applied the provisions of the law starting with 16 December 2022.
As previously mentioned in Note 8D, the Company was subject to a tax control by the General Antifraud Division of ANAF on the tax for electricity producers. As per the control report on 11 April 2023, the tax authorities applied the changes introduced by the law retroactively starting 1 September 2022, and therefore computed additional tax of RON 62,052 thousand.
On 28 April 2023 the Company received the imposing decision for the amount of RON 62,052 thousand. The Group challenged the imposing decision within the procedural term, the challenge being rejected by the General Division for Solving Disputes within the Finance Ministry.
The Company argued in its Court application that successive changes of legislation regarding the calculation methodology of the tax for electricity producers can only be applicable for the future, starting with the date of publication of legislative amendments and not retroactively, as tax authorities considered.
On 17 December 2024, the court ruled in favor of Hidroelectrica and ordered the reimbursement to the claimant of the amount of RON 62,052 thousand. The Finance Ministry filed an appeal against the court's decision; with the next hearing date to be set.
On 7 August 2023 the Company received a decision regarding interest and penalties in the amount of RON 1,560 thousand related to the previously mentioned imposing decision. The Group challenged the decision, initiating proceedings before the Court of Appeal under file no. 1962/2/2024. The file is suspended until the final resolution of case no. 638/2/2024. In relation to the ruling in file no. 638/3/2024, the management believes that the dispute in file no. 1962/2/2024 will also be ruled in the Group's favor.
Litigation with Hidroconstructia SA
Potential exposure: RON 98,762 thousand as at 30 September 2025 and 31 December 2024Plaintiff: Hidroconstructia SA File no. 12257/3/2022
Subject-matter: Termination of Contract no. 672/1989 regarding the Fagaras-Hoghiz investment project; claims
Hidroconstructia SA filed claims to recover RON 98,762 thousand consisting of unrealized profits as a result of the suspension by Hidroelectrica of the construction works related to the Fagaras Hoghiz investment project. Also, Hidroconstructia requested the court to enforce the termination of the underlying contract.
In January 2023, the Court ruled in favor of the Company, rejecting Hidroconstructia's claims. The decision was appealed
by Hidroconstructia.
On 12 October 2023, the Court of Appeal set aside the first Court ruling and granted a new hearing on the merits. On 3 July 2025, the court partially admitted the statement of claim, ordering the termination of the contract, while dismissing the remaining claims as unsubstantiated. The file may be subject to an appeal once the Court of Appeal's decision if drafted and communicated.
Based on the court's ruling, Management estimates that the dispute will be settled in the Group's favor and, consequently,
an outflow of resources is not probable.
Litigation with Hidroconstructia SA
Potential exposure: RON 32,832 thousand as at 30 September 2025 and 31 December 2024Plaintiff: Hidroconstructia SA
File no. 44443/3/2016, currently File no. 11314/3/2021
Subject-matter: Claims - the equivalent value of the costs generated by the cessation of construction works related to investment projects in progress.
Hidroconstructia SA claims the costs generated by the suspension of construction works rendered before the Company's insolvency. The Group argues that such claims have no grounds considering the insolvency process of Hidrolectrica and the fact that the claimant lost its right to claims as it failed to register the claim in the table of creditors.
In March 2018 the first Court rejected the claims of Hidroconstructia SA. This ruling was contested by Hidroconstructia SA. The Group also contested the ruling, as it provided for legal fees for Hidroelectrica.
In April 2019 the Court of appeal sent the case back to the first court for reexamination. The dispute was reopened by the first Court (file no. 11314/3/2021).
In April 2022, the Court requested an expertise report in hydrotechnical constructions and an accounting expertise report to be performed by independent experts. Currently, the expert report is being drafted, next term being on 24 March 2026.
Based on the initial first Court ruling, management estimates that the litigation will be ruled in favor of the Group and consequently an outflow of resources is not probable.
-
Fiscal environment
Tax audits are frequent in Romania, consisting of thorough verifications of taxpayers' accounting records. Such audits sometimes take place months or even years after the establishment of the tax liabilities. Consequently, companies may be found liable for significant taxes and fines. In addition, the tax legislation is subject to frequent changes, and the authorities often show inconsistency in the interpretation of law.
Tax returns may be subject to revision and corrections by the tax authorities, generally for a five years period after they are filed with the tax authorities.
Romanian tax authorities carried out tax audits on Hidroelectrica's income tax and value added tax until 20 June 2012, while on Hidroserv's income tax until 31 December 2014.
Management believes that adequate provisions have been recognised in the consolidated financial statements for all significant tax liabilities; however, a risk persists that tax authorities might have different views, representing a normal risk in the accounting/tax environment in Romania.
-
Decommissioning obligations
The Group identified decommissioning obligations in relation to its hydro-power facilities. Management estimates that, except for the assets abandoned or switched to post-utilisation upon management decisions, and except for its wind farm, for which decommissioning provisions are recognised, the occurrence of events that would require abandonment or switching to post-utilisation of other assets in the public domain or hydro-power plants owned by the Group by the end of the concession contract (29 years from 31 December 2024) is unlikely, considering the long useful life of dams, which can be significantly extended over 100 years by maintenance and improvements.
-
Litigation, claims and tax uncertainties
- RELATED PARTIES
-
Ultimate controlling party
The Company's ultimate controlling party is the Romanian State, represented by the Ministry of Energy, with a shareholding of 80.0561%.
- Transaction with key management personnel
Key management personnel include the members of the Management Board and Supervisory Board.
Nine month period endedManagement Board remuneration Expenses recognized during the period | 30 September 2025 (unaudited) | 30 September 2024 (unaudited) |
Fixed component | 2,959 | 2,959 |
Variable component accrual Compensation payments | - 3,156 | - |
Reversal of overaccrual of the previous year | (35) | (116) |
Total | 6,080 | 2,294 |
Payments made in the period | ||
Fixed component | 2,959 | 2,410 |
Variable component (for the previous year) | 7,855 | 8,085 |
Total | 10,814 | 10,495 |
The Management Board consists of 5 members appointed for a period of four years.
Remuneration of executive directors consists of a fixed monthly salary limited to six times the average monthly gross salary for the last 12 months prior to appointment published by National Institute of Statistics (INS) for the Company's activity code (CAEN) according to the classification of activities in the national economy, and a variable component calculated on the basis of the financial and non-financial performance indicators, negotiated and approved by the general meeting of shareholders.
In 2024, the General Meeting of Shareholders approved the annual variable component of the remuneration for the Management Board, which is limited to 24 gross monthly fixed components. The annual maximum amount of the variable component for all the Management Board is RON 7,890 thousand.
According to the decision of the Supervisory Board, adopted in the interest of the company and all shareholders, taking into account the obligations arising from Milestone 121 (PNRR), the context established by the European Commission Decision C(2025) 3490/28.05.2025, as well as Hidroelectrica's status as an issuer listed on a regulated market, two of the mandate contracts were terminated by mutual agreement in September 2025. Consequently, the maximum amount of the variable component for 2025 was reduced to RON 4,734 thousand. Following the termination, by mutual agreement of the parties, compensations totaling RON 3,156 thousand were established for the two mandate contracts.
On 28 July 2025, the Ordinary General Meeting of Shareholders approved the new financial and non-financial key
performance indicators resulting from the Company's Management Plan.
The financial and non-financial performance indicators based on which the variable remuneration was determined include:
Financial indicators: capital expenditure rate, net profit margin, dividend payout rate, leverage, accounts receivable turnover rate, net turnover growth rate.
Operating indicators: Carrying out the execution schedule for rehabilitation/ modernization works (%) = carrying out the schedule contracted annually/ planned contract schedule for the current year; Carrying out the design according to the annual design plan (%); Carrying out the equipment maintenance programme for planned works (%), powerplants availability; average training hours per employee.
Services indicators: customer retention rate for supply operations (%); market share of the supply business in the competitive segment (%); customer satisfaction score for supply operations (%).
Corporate governance indicators: number of investor events; number of Board meetings; defining risk management policies.
The Company has no contractual obligations related to pensions to its former directors.
