INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the three month period ended 31 March 2026 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 31 March 2026 1-2 INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the three month period ended 31 March 2026 3 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the three month 4 period ended 31 March 2026 INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS for the three month period ended 31 March 2026
5-6
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS as at and for the three month period ended 31 March 20267-27
REPORTING 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 | 31 March 2026 (unaudited) | 31 December 2025 (audited) | |
Assets | |||
Non-current assets | |||
Property, plant and equipment | 19,304,510 | 19,429,425 | |
Intangible assets | 35,041 | 36,249 | |
Restricted cash | 12 | 3,000 | 23,057 |
Other non-current assets | 15 | 370,732 | 374,334 |
Total non-current assets | 19,713,283 | 19,863,066 | |
Current assets | |||
Inventories | 134,488 | 123,808 | |
Trade receivables | 14 | 1,631,611 | 1,698,378 |
Investments in deposits | 13 | 4,989,480 | 3,732,016 |
Cash and cash equivalents | 12 | 1,615,753 | 1,187,734 |
Restricted cash | 12 | 50,191 | 32,066 |
Other current assets | 15 | 225,838 | 64,960 |
Total current assets | 8,647,361 | 6,838,962 | |
Total assets | 28,360,644 | 26,702,028 | |
Equity | |||
Share capital | 16 | 5,526,898 | 5,526,898 |
Revaluation reserve | 10,974,588 | 11,083,763 | |
Other reserves | 1,029,674 | 1,029,674 | |
Retained earnings | 5,955,934 | 4,539,471 | |
Total equity | 23,487,094 | 22,179,806 | |
Liabilities | |||
Non-current liabilities | |||
Bank borrowings | 118,365 | 118,358 | |
Lease liabilities | 59,887 | 61,511 | |
Deferred income | 189,052 | 192,389 | |
Current tax liabilities | 11 | 7,972 | 7,822 |
Deferred tax liabilities | 1,380,935 | 1,396,869 | |
Employee benefits | 141,132 | 139,904 | |
Provisions | 1,020,330 | 1,009,132 | |
Trade payables | 8,634 | 14,901 | |
Other payables | 17 | 47,871 | 57,867 |
Total non-current liabilities | 2,974,178 | 2,998,753 | |
(continued on page 2) |
Current liabilities | |||
Bank borrowings | 71,259 | 94,957 | |
Lease liabilities | 10,433 | 10,136 | |
Trade payables | 795,719 | 777,323 | |
Contract liabilities | 50,614 | 48,392 | |
Current tax liabilities | 11 | 448,513 | 180,641 |
Deferred income | 5,659 | 5,606 | |
Employee benefits | 139,878 | 155,541 | |
Provisions | 103,320 | 104,498 | |
Other payables | 17 | 273,977 | 146,374 |
Total current liabilities | 1,899,372 | 1,523,468 | |
Total liabilities | 4,873,550 | 4,522,221 | |
Total equity and liabilities | 28,360,644 | 26,702,028 | |
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 FETIȚAFinance Director Accounting manager
Three month period endedNote | 31 March 2026 (unaudited) | 31 March 2025 (unaudited) | |
Revenue | 6 | 3,128,965 | 1,868,174 |
Other income | 7 | 5,810 | 7,504 |
Turbinated water | 8A | (134,024) | (99,174) |
Employee benefits expenses | (236,785) | (219,581) | |
Transport and distribution of electricity | 8C | (586,832) | (382,084) |
Electricity purchased | 8B | (208,848) | (95,177) |
Green certificates expenses | (129,771) | (83,446) | |
Depreciation and amortization | (220,396) | (219,582) | |
Impairment on property, plant and equipment net | - | 39 | |
Impairment loss on trade receivables, net | (48,795) | (31,139) | |
Repair, maintenance, materials and consumables | (22,076) | (23,421) | |
Tax for electricity producers | 8D | (50) | (15,738) |
Other operating expenses | (87,165) | (75,105) | |
Own work capitalized | 20,063 | 11,853 | |
Operating profit | 1,480,096 | 643,123 | |
Finance income | 9 | 92,957 | 78,322 |
Finance costs | 9 | (13,730) | (18,992) |
Net finance result | 79,227 | 59,330 | |
Profit before tax | 1,559,323 | 702,453 | |
Income tax expense | 11 | (252,035) | (113,229) |
Profit for the period | 1,307,288 | 589,224 | |
Earnings per share | |||
Basic and diluted earnings per share (RON) | 10 | 2.91 | 1.31 |
Other comprehensive income | |||
Impairment of property, plant and equipment | - | - | |
recognized in revaluation reserve, net of tax | |||
Total other comprehensive income | - | - | |
Total comprehensive income | 1,307,288 | 589,224 |
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 FETIȚAFinance Director Accounting manager
S.P.E.E.H. HIDROELECTRICA S.A. Two-tier system Company INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE THREE MONTH PERIOD ENDED 31 MARCH 2026
(All amounts are in thousand RON, unless otherwise stated)
Attributable to owners of the Company | |||||
Share capital | Revaluation reserve | Other reserves | Retained earnings | Total equity | |
Balance 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 | - | - | - | 589,224 | 589,224 |
Total comprehensive income | - | - | - | 589,224 | 589,224 |
Other changes in shareholders' equity | |||||
Transfer of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment | - | (115,788) | - | 115,788 | - |
Balance at 31 March 2025 (unaudited) | 5,526,898 | 11,433,174 | 1,025,970 | 5,454,324 | 23,440,366 |
Attributable to owners of the Company | |||||
Share capital | Revaluation reserve | Other reserves | Retained earnings | Total equity | |
Balance at 1 January 2026 (audited) | 5,526,898 | 11,083,762 | 1,029,674 | 4,539,471 | 22,179,806 |
Total comprehensive income for the period | |||||
Profit of the period | - | - | - | 1,307,288 | 1,307,288 |
Total comprehensive income | - | - | - | 1,307,288 | 1,307,288 |
Other changes in shareholders' equity | |||||
Transfer of revaluation reserve to retained earnings due to depreciation and disposals of property, plant and equipment | - | (109,174) | - | 109,174 | - |
Balance at 31 March 2026 (unaudited) | 5,526,898 | 10,974,588 | 1,029,674 | 5,955,934 | 23,487,094 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Bogdan-Nicolae BADEA | Radu Ioan CONSTANTIN | Ianăș RĂDOI |
Chairman of the Management Board | Member of the Management Board | Member of the Management Board |
Petronel CHIRIAC Finance Director | Marian FETIŢA Accounting Manager |
Note | 31 March 2026 (unaudited) | 31 March 2025 (unaudited) | |
Cash flow from operating activities: | |||
Profit for the period | 1,307,288 | 589,224 | |
Adjustments for: | |||
Depreciation | 214,931 | 218,855 | |
Amortisation | 5,465 | 727 | |
Impairment on property, plant and equipment, net | - | (39) | |
Impairment loss on trade receivables, net | 48,795 | 31,139 | |
Write-down of inventories | (86) | - | |
Loss/(gain) on disposal of property, plant and equipment | 420 | (89) | |
Net foreign exchange gain | (1) | 213 | |
Interest income | (86,176) | (74,509) | |
Interest expense | 13,595 | 3,593 | |
Provisions | (1,178) | 14,107 | |
Income tax expense | 252,036 | 113,229 | |
1,755,089 | 896,450 | ||
Changes in: | |||
Trade receivables | 17,971 | 8,865 | |
Inventories | (10,594) | 596 | |
Restricted cash | 1,932 | - | |
Other assets | (254,199) | (114,884) | |
Trade payables | 79,931 | 81,585 | |
Deferred income | (3,285) | 4,295 | |
Employee benefits | (14,434) | (12,930) | |
Other payables | 118,690 | 123,402 | |
Cash generated from operating activities | 1,691,101 | 987,379 | |
Interest paid | (2,375) | (3,681) | |
Net cash from operating activities | 1,688,726 | 983,698 | |
Cash flow from investing activities: | |||
Payments for acquisition of property, plant and equipment | (162,985) | (50,610) | |
Payments for acquisition of intangible assets | (4,257) | (16,858) | |
Proceeds from disposals of fixed assets | 6.545 | - | |
Payments for deposits held for investment purposes | (3,130,000) | (3,325,413) | |
Proceeds from deposits held for investment purposes | 1,970,000 | 1,500,000 | |
Interest received | 85,620 | 59,438 | |
Net cash used in investing activities | (1,235,077) | (1,833,443) | |
(continued on page 8) |
Note | 31 March 2026 (unaudited) | 31 March 2025 (unaudited) | |
Cash flow from financing activities: | |||
Repayment of borrowings | (23,660) | (23,106) | |
Lease payments | (1,328) | (2,749) | |
Dividends paid | (642) | (894) | |
Net cash used in financing activities | (25,630) | (26,749) | |
Net increase/(decrease) in cash and cash equivalents | 428,019 | (876,494) | |
Cash and cash equivalents at 1 January | 12 | 1,187,734 | 1,581,617 |
Cash and cash equivalents at 31 March | 12 | 1,615,753 | 705,123 |
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 FETIȚAFinance 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 "Hidroelectrica") 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. J2000007426409 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 31 March 2026, 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: 76,458,964 shares, representing 16.9983% of the share capital are owned by legal persons and 13,249,213 shares representing 2.9456 % 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 31 March 2026 and 31 December 2025 Hidroelectrica has the following subsidiaries:
Subsidiary Activity Registered Office % participation at 31 March 2026 % participation at 31 December 2025Hidroserv 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).
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 until 30 June 2025. The difference between the cap price and the regulated cost was partially covered through a subsidy from the State reducing the impact of the capping mechanism. Once the Group submitted the requests for the subsidy to be received from the State authorities as per applicable law, the subsidy and the related income is recorded (Note 6).
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 3 months of 2026 the Group received 3 green certificates for each MWh generated by the eligible microhydropower plant and 0.75 green certificates for each MWh generated by the wind farm. During the first 3 months of 2026, the Group generated from its own production portfolio a number of 2,016 GC from hydropower plants and 57,772 GC from wind power plant (CEE Crucea Nord) (3 months ending 31 March 2025: 6,011 GC from microhydropower plants and 53,945 GC from wind power plant).
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) for green certificates. The Group is eligible to receive green certificates for the production of Crucea Wind farm which are used to partially settle the obligation to comply with the mandatory annual quota. The difference is acquired by the Group to reach the quota and the Group recognizes the amount needed to acquire the green certificates for fulfilling the quota in "Trade payables".
Tax on electricity producers
The tax for electricity producers is computed as 100% of net monthly average selling price in excess of RON 400 per MWh. The tax on electricity producers was applicable until 31 March 2025.
In February 2025, the Government issued a new Emergency Ordinance (GEO no. 6/27.02.2025) extending the applicability of the tax for an additional 3 months, until June 30, 2025. Starting April 1, 2025, the tax for energy producers is calculated by applying a rate of 80% (reduced from 100%) to the difference between the average net monthly selling price and the price of 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.
The tax for electricity producers has been eliminated as of July 1, 2025.
Tax on Constructions
Starting with 1 January 2025, the tax on constructions was introduced through Government Emergency Ordinance (GEO) 156/2024, with subsequent amendments, calculated as 0,5%, of the net book value of eligible constructions held as of 31 December of the preceding year and constructions subject to concession contract.
The tax had an impact of 51,133 thousand RON for the period ended 31 December 2025.
-
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 2025. 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 May 2026.
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 equipmentProperty, plant and equipment, except for assets under construction and right-of-use assets, were revalued by an independent valuation expert at 31 December 2023.
The fair value of the Group's land was estimated using the market comparison approach, the method of direct comparison. The valuation technique used to determine the fair value of the special constructions, the net reconstruction cost was used given that no comparable information were available on the market (include hydro-power facilities and other highly specialized items, with no such works being undertaken in the last decades in Romania). Physical depreciation was determined as the ratio of remaining useful life to the economic useful life of each asset applied to the gross replacement cost.
For the general purpose construction items, the valuation expert determined the net replacement cost (i.e. the cost to replace an asset with another comparable asset available in the market), computed as gross replacement cost, less physical and external depreciation (functional depreciation is accounted for when computing the gross replacement cost - i.e. the replacement cost does not include the cost of specific functionalities that are not specific to the asset subject to valuation)
Based on the assessment conducted as of 31 December 2025 with the involvement of an independent specialist which corroborates the evolution of the construction cost index and other macroeconomic indicators with the forecasted electricity production from hydro-power plants and the forecasted curve of selling price, the Group's management estimate is that the net carrying amount of property, plant, and equipment accounted for using the revaluation model approximates the fair value as of the balance sheet date.
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
The accounting policies in effect on December 31, 2025, remain largely unchanged. The IFRS amendments effective since January 1, 2026, did not have a material effect on the interim condensed consolidated financial statements.
-
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, microhydropower 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
Three month period ended 31 March 2025 (unaudited) Electricity generation Electricity supply Total for reportable segments Inter-segment eliminations Consolidated totalExternal revenue
1,294,236
1,834,729
3,128,965
-
3,128,965
Inter-segment revenue
638,937
-
638,937
(638,937)
-
Segment revenue
1,933,173
1,834,729
3,767,902
(638,937)
3,128,965
Segment profit before tax
1,304,417
254,906
1,559,323
-
1,559,323
Net finance income/ (cost)
87,307
(8,078)
79,229
-
79,229
Depreciation and amortization
(219,992)
(403)
(220,395)
-
(220,395)
Electricity purchased
(32,395)
(805,981)
(838,376)
629,528
(208,848)
Green certificates expenses
-
(139,180)
(139,180)
9,409
(129,771)
Employee benefits expenses
(230,516)
(6,269)
(236,785)
-
(236,785)
Turbinated water
(134,024)
-
(134,024)
-
(134,024)
Tax for electricity producers
(50)
-
(50)
-
(50)
Transport and distribution of
electricity
(15,045)
(571,787)
(586,832)
-
(586,832)
Other expenses
(111,811)
(46,225)
(158,036)
-
(158,036)
External revenues
752,497
1,115,677
1,868,174
-
1,868,174
Inter-segment revenue
399,174
-
399,174
(399,174)
-
Segment revenue
1,151,671
1,115,677
2,267,348
(399,174)
1,868,174
Segment profit before tax
568,218
134,235
702,453
-
702,453
Net finance income/ (cost)
55,566
3,764
59,330
-
59,330
Depreciation and amortization
Impairment loss on property,
(219,303)
(279)
(219,582)
-
(219,582)
plant and equipment and
intangible assets, net
39
-
39
-
39
Electricity purchased
(7,867)
(476,980)
(484,847)
389,670
(95,177)
Green certificates expenses
-
(92,950)
(92,950)
9,504
(83,446)
Employee benefits expenses
(213,585)
(5,996)
(219,581)
-
(219,581)
Turbinated water
(99,174)
-
(99,174)
-
(99,174)
Tax for electricity producers
(15,738)
-
(15,738)
-
(15,738)
Transport and distribution of
electricity
(12,718)
(369,366)
(382,084)
-
(382,084)
Other expenses
(89,969)
(39,696)
(129,665)
-
(129,665)
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 615,861 thousand for the three months ended 31 March 2026 (three months ended 31 March 2025: RON 386,216 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 increase in the profitability of the supply segment in the first three months of 2026 compared to the same period of 2025 is the consequence of the increase in delivered quantities and selling price as a result of the discontinue of the price ceilings imposed by GEO 27/2022 to the final consumer.
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.
-
Basis for segmentation
-
REVENUE
A. Revenue from contracts with customers
The Group generates revenue from:
Three month period ended31 March 2026
(unaudited)
31 March 2025
(unaudited)
Wholesale of electricity
1,222,195
710,040
Electricity supplied to final consumers (retail sales)
1,834,729
1,115,677
System services
70,710
41,113
Maintenance services
1,331
1,344
Total
3,128,965
1,868,174
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 in accordance with the regulation of energy supply to the end of the period, if readings are unavailable.
The majority of the Group's supply revenue in the three month period ended 31 March 2026 represent sales to non-household consumers (approx. 62% of volume, 61% in the first three months of 2025), for which readings are performed at the end of each month, data sent by the distribution operators. Also, approximately 84% (73% in the first three months of 2025) of the volume supplied to household consumers in the three month period ended 31 March 2026 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 three month period ended 31 March 2026, the Group produced 3,608 GWh (three month period ended 31 March 2025: 2,654 GWh), and sold 3,966 GWh (three month period ended 31 March 2025: 2,841 GWh). From total quantity sold, 2,134 GWh were supplied to end users in the three month period ended 31 March 2026 (1,604 GWh in the three month period ended 31 March 2025).
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 395,516 thousand in the three month period ended 31 March 2026 (12%), RON 176,162 thousand in the three month period ended 31 March 2025 (9%);
Timing of revenue recognition:
Three month period ended31 March 2026
(unaudited)
31 March 2025
(unaudited)
Revenue transferred over time
3,127,634
1,866,829
Revenue transferred at a point in time
1,331
1,345
Total
3,128,965
1,868,174
-
OTHER INCOME
Three month period ended
31 March 2026
(unaudited)
31 March 2025
(unaudited)
Compensations, fines and penalties from suppliers
582
387
Grant income
1,418
1,453
Other income
3,810
5,664
Total
5,810
7,504
-
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 through Government Decision in favor of 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 three months of 2026 the Group purchased 357 GWh (first three months of 2025: 196 GWh) for RON 208,848 thousand (first three months of 2025: RON 95,177 thousand). The increase in electricity purchases in the first three months of 2026 is mainly due to the increase in the amount of electricity required for the supply segment.
-
Transport and distribution of electricity
Three month period ended
31 March 2026 (unaudited)
31 March 2025 (unaudited)
Injection of electricity produced in the national system
13,092
8,853
Distribution of electricity supplied
472,798
303,182
Transport of electricity supplied
100,942
70,049
Total
586,832
382,084
Tariffs for transport and distribution of electricity are regulated. The 54 % increase in transport and distribution costs in the first three months of 2026 compared to the same period in 2025 is driven mainly by a 40 % increase in the volume of electricity supplied, as well as an average 3 % increase in distribution tariffs effective from 1 January 2026.
-
Green certificates expenses
In the first three months of the year 2026, the Group incurred costs of RON 129,771 thousands (first three months of 2025: RON 83,446 thousands) cost of green certificates purchased for the supply segment under the legal obligation to purchase green certificates from renewable energy producers, based on annual targets or quotas established by law, which apply to the quantity of electricity purchased and supplied to final consumers.
- Tax for electricity producers
The tax for electricity producers is computed as 100% of net monthly average selling price in excess of RON 400 per MWh (450/MWh till 31 March 2024). The tax on electricity producers was applicable until 31 March 2025.
In February 2025, the Government issued a new Emergency Ordinance (GEO no. 6/27.02.2025) extending the applicability of the tax for an additional 3 months, until June 30, 2025. Starting April 1, 2025, the tax for energy producers is calculated by applying a rate of 80% (reduced from 100%) to the difference between the average net monthly selling price and the price of 400 RON per MWh.
Starting 01 July 2025, the tax for electricity producers was eliminated.
-
Turbined water
-
FINANCE RESULT
Three month period ended
31 March 2026
(unaudited)
31 March 2025
(unaudited)
Interest income
86,176
74,509
Other finance income
6,781
3,813
Finance income
92,957
78,322
Interest expense
(2,397)
(3,593)
Unwinding of non-current provisions
(11,198)
(15,424)
Gain or (loss) from foreign exchange differences
(135)
25
Finance expenses
(13,730)
(18,992)
Net finance result
79,227
59,330
The increase in interest income is a result of available cash invested in short-term deposits.
-
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.
Three month period ended31 March 2026
(unaudited)
31 March 2025
(unaudited)
Profit attributable to the owners of the Company
Profit for the period attributable to the owners of the Company
1,307,288
589,224
Profit attributable to ordinary shareholders
1,307,288
589,224
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 31 March
449,802,567
449,802,567
Earnings per share (basic and diluted) RON/share
2.91
1.31
-
INCOME TAX
In the determination of the current and deferred tax the Group takes into account the impact of uncertain tax positions. 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 three month period ended 31 March 2026 was 16.16 % (three month period ended 31 March 2025: 16.12%).
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 year 2025, the Group has recorded an expense and a long-term liability regarding the additional top-up tax amounting to RON 7,893 thousand and accumulated balance of 16,089 thousands. For the three months period ended 31 March 2026, no top-up tax should be paid by the Group as the adjusted effective tax rate is above 15%.
Current tax liabilities
As at 31 March 2026 the outstanding amount payable is RON 456,485 thousand (31 December 2025: RON 188,462 thousand) and represents accumulated tax liabilities related to the period ended 31 March 2026 and income tax due as of 31 December 2025, as the legal deadline for the filing of the income tax return is 30 June 2026. The current income tax payable over one year is of RON 7,972 thousand (2025: RON 7,822 thousand).
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 31 March 2026, which following the distribution would generate additional income tax expense for the Group of RON 29,328 thousand (31 December 2025: RON 27,229 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 344,439 thousand at 31 March 2026 (RON 346,537 thousand at 31 December 2025).
- CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents
31 March 2026 (unaudited) | 31 December 2025 (audited) | ||
Bank accounts | 1,454,388 | 1,005,233 | |
Bank deposits with a maturity below 3 months | 156,544 | 179,928 | |
Petty cash | 174 | 158 | |
Cash equivalents | 4,647 | 2,415 | |
Total | 1,615,753 | 1,187,734 |
Restricted cash
As at 31 March 2026, restricted cash includes a collateral deposit of RON 23,057 thousand (31 December 2025: RON 23,057 thousand) at Banca Comerciala Romana for issuance of bank guarantee in favor of OPCOM in relation to the transactions on day-ahead market. During the period until maturity the Group does not have access to this deposit. In addition, the restricted cash includes consigned deposits for dividend payments and consigned cash for compensations to be paid for expropriations.
The Group does not have access to these funds until they are released for their designated purpose.
13. INVESTMENTS IN DEPOSITS | |||
31 March 2026 (unaudited) | 31 December 2025 (audited) | ||
Bank deposits with maturity less than 1 year held for | |||
investment purposes | 4,989,480 | 3,732,016 | |
Total | 4,989,480 | 3,732,016 | |
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 6.76 % per year in the first three months of 2026 (first three months of 2025: 5.92 % per year).
14. TRADE RECEIVABLES | |||
31 March 2026 | 31 December 2025 | ||
(unaudited) | (audited) | ||
Trade receivables - generation segment (wholesale) | 148,395 | 212,558 | |
Trade receivables - supply segment (retail) | 1,789,716 | 1,749,816 | |
Impairment allowance | (306,500) | (263,996) | |
Total | 1,631,611 | 1,698,378 | |
The unbilled revenues included in trade receivables amounts to RON 766,099 thousand gross at 31 March 2026, representing 40 % of total gross trade receivables (RON 685,844 thousand at 31 December 2025, representing 30 % of total gross trade receivables), out of which RON 633,526 thousand gross relate to supply segment (RON 595,652 thousand as at 31 December 2025).
Of the invoiced receivables balance at 31 March 2026, RON 131,899 thousand represent trade receivables for which reschedule agreements were signed (31 December 2025: RON 182,739 thousand).
Trade receivables ageing analysis is disclosed in Note 18. Trade receivables due from related parties are disclosed in Note 21.
-
OTHER ASSETS
31 March 2026
(unaudited)
31 December 2025(audited)
Current
Non-current
Current
Non-current
Payments made in connection with
uncertain tax treatments
-
64,486
-
63,612
Prepayments
174,806
299,980
55,150
305,961
Value added tax receivable
1,184
-
1,950
-
Other assets
65,679
6,266
23,693
4,761
Impairment loss on other assets
(15,831)
-
(15,833)
-
Total
225,838
370,732
64,960
374,334
The Group recognized payments in relation to uncertain tax positions 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 contingent liability or they will be used to pay the potential liability in case of loss of the dispute.
Non-current payments in advance mainly represent advance payment for the AHE Vidraru overhaul contract signed in June 2024 and the comparative figures were reclassified accordingly, from current prepayments in line with their nature. In addition, the balance as of 31 December 2025 include advance payment for CHE Stejaru and Lotru pumping stations for which related contracts were signed in 2025.
-
EQUITY
Share capital
At 31 March 2026, the authorized, subscribed share capital of the Company is divided into 449,802,567 ordinary shares (31 December 2025: 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.
31 March 2026 31 December 2025Shareholders
Number of shares
%
Number of shares
%
Ministry of Energy
360,094,390
80.0561%
360,094,390
80.0561%
Legal persons
76,458,964
16.9983%
75,600,136
16.8074%
Individuals
13,249,213
2.9456%
14,108,041
3.1365%
Total
449,802,567
100%
449,802,567
100%
Dividends
On 28 April 2026, the Shareholder General Meeting approved the distribution of dividends from the 2025 profit of RON 3,305,314 thousand, representing 100% of the 2025 eligible for distribution net profit in the statutory separate financial statements of the Company.
The value of the distributed dividends per share is 7,348365 RON/share (2025: 8,988897 RON/share).
Liabilities in relation to dividends include:
31 March 2026
31 December 2025
Dividends payable
6,094
6,452
Tax on dividends withheld from shareholders
-
285
Total
6,094
6,737
-
OTHER PAYABLES
31 March 2026
(unaudited)
31 December 2025(audited)
Current Non-current Current Non-currentPayables to the State
162,919
-
53,989
-
Performance deposits from suppliers
16,915
47,736
10,357
57,758
Performance deposits from clients (Note 18)
46,076
-
45,505
-
Liabilities in relation to dividends (Note 16)
6,094
-
6,736
-
Other
41,973
135
29,787
109
Total
273,977
47,871
146,374
57,867
At 31 March 2026, payables to the State represent mainly VAT payable of RON 91,750 thousand (31 December 2025: VAT payable of RON 49,448 thousand).
Starting from the second quarter of 2024, the Group requires potential end customers with counterparty risk to provide multiple payment guarantee options, including the establishment of monetary guarantees. In this regard, guarantee deposits are opened by customers, with the deposit amount based on the estimated contractual value of the electricity supplied for a period up to three months, and these deposits remain valid for the entire contractual period.
-
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.
31 March 2026 (unaudited) 31 December 2025 (audited)Trade receivables
1,631,611
1,698,378
Cash and cash equivalents
1,615,753
1,187,734
Restricted cash
53,191
55,124
Investments in deposits
4,989,480
3,732,016
Total
8,290,035
6,673,252
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 31 March 2026:
Expected weighted
Gross carrying
Impairment
Net trade
average loss rate
amount
loss allowance
receivables
Not past due
2.04%
1,182,810
(31,289)
1,151,521
Past due - from 0 to 3 months
15.62%
185,422
(28,993)
156,429
Past due - from 3 to 6 months
56.02%
56,505
(31,656)
24,849
Past due - from 6 months to 1
(58,783)
10,205
year
90.34%
68,988
Past due - more than 1 year
100.00%
151,859
(151,859)
-
Total
1,645,584
(306,500)
1,339,084
Customers analyzed individually
292,527
-
292,527
Total trade receivables
1,938,111
(306,500)
1,631,611
The following table provides information about the exposure to credit risk and expected credit loss (ECL) for trade receivables as at 31 December 2025:
Weighted average Gross carrying Impairment loss Net tradeloss rate
amount allowancereceivables
Not past due
2.04%
964,353
(19,498)
944,856
Past due - from 0 to 3 months
15.61%
118,051
(18,454)
99,597
Past due - from 3 to 6 months
55.76%
54,937
(30,633)
24,304
Past due - from 6 months to 1 year
89.37%
64,054
(58,124)
5,930
Past due - more than 1 year
100.00%
137,287
(137,287)
-
Total
-
1,338,682
(263,996)
1,074,686
Customers analyzed individually
623,692
-
623,692
Total trade receivables
-
1,962,374
(263,996)
1,698,378
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 three months of 2026 are based on the actual credit loss experienced over the past ten quarters considering the evolution of the supply segment and the delays in invoicing the electricity supplied (31 December 2025: last nine quarters).
The Group has guarantees received from customers of RON 543,240 thousand at 31 March 2026 (RON 591,806 thousand at 31 December 2025) in the form of bank letters of guarantee. Under client guarantees are included as of 31 March 2026, cash deposits of RON 46,076 thousands (31 December 2025: 45,505 thousands) (see Note 17).
-
Accounting classifications and fair values
-
COMMITMENTS
-
Contractual commitments
The Group has the following contractual commitments:
31 March 2026 31 December 2025
Acquisition of property, plant and equipment and intangible assets 2,414,303 2,516,721
In 2025, the Company signed the contracts for overhaul of CHE Stejaru (RON 496,723 thousand) and high power pumps stations Lotru (RON 497,758 thousand). 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.
-
Guarantees
The Group issued performance guarantees amounting to RON 705,006 thousand as at 31 March 2026 (31 December 2025: RON 704,812 thousand), mainly in connection with the obligations assumed under the CAPEX contracts and the 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 31 March 2026 and 31 December 2025, are disclosed as contingent liabilities:
Litigation with Tax authorities
Potential exposure: RON 63,612,328 as at 31 March 2026 and 31 December 2025Plaintiff: 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 Company 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 to the High Court of Cassation and Justice, with the next hearing date set on 13 May 2026.
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 Company challenged the decision, initiating proceedings before the Court of Appeal of Bucharest 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 Company's favor.
Litigation with Hidroconstructia SA
Potential exposure: RON 98,762,431 as at 31 March 2026 and 31 December 2025Plaintiff: 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 98,762,431 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 SA.
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.
Hidroconstrucția filed an appeal against the above mentioned decision, the file being forwarded to the High Court of
Cassation and Justice, the first hearing date being set on 20 May 2026.
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 32,831,841 as at 31 March 2026 and 31 December 2025Plaintiff: 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 Company argues that such claims have no grounds considering the insolvency process of Hidroelectrica 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 Company 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. The expert's report has been finalized and both parties have filed objections against the findings of the expert, with the next hearing date being set on 17 June 2026.
Based on the initial first Court ruling, management estimates that the litigation will be ruled in favor of the Company 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 (28 years from 31 December 2025) 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.
Three month period endedManagement Board remuneration
Expenses recognized during the period
31 March 2026
(unaudited)
31 March 2025
(unaudited)
Fixed component
493
986
Variable component accrual
-
-
Compensation payments
-
-
Reversal of overaccrual of the previous year
-
-
Total
493
986
Payments made in the period
Fixed component
493
986
Variable component (for the previous year)
-
-
Total
493
986
The Management Board consists of 5 members appointed for a period of four years, currently two positions being open.
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. The variable remuneration cannot exceed the cap value as defined under HG 109/2011 with subsequent amendments.
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.
Supervisory Board remunerationThree month period ended
Expenses recognized during the period
31 March 2026
(unaudited)
31 March 2025
(unaudited)
Fixed component
427
444
Variable component accrual
-
-
Reversal of overaccrual of the previous year
-
-
Total
427
444
Payments made in the period
Fixed component
427
444
Variable component (for the previous year)
-
-
Total
427
444
The Supervisory Board consists of 7 members appointed for 4 years.
Remuneration of the members of the Supervisory Board was approved by shareholders decisions in 2025 and 2026. According to these decisions, the remuneration of the Supervisory Board members consists of a monthly fixed gross salary, limited to two times the average monthly gross salary for the last 12 months prior to appointment published by National Institute of Statistics 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.
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.
There were no loans granted to the members of Supervisory Board or Management Board.
No guarantees were granted / received to / from the members of Supervisory Board or Management Board.
- Transactions with other companies in which the State has control or significant influence
In the normal course of business, the Group has transactions with other entities in which the State has control or significant influence, mainly related to the tax on industrial water, the purchase of electricity, transport and system services and sales of electricity, as follows:
Supplier Purchases (without VAT) in three months period ended 31 March Payables (including VAT) 31 March 2026 (unaudited)2026(unaudited)
Supplier Purchases (without VAT) in three months period ended 31 March 2025 Payables (including VAT) 31 December 2025 (audited)Administratia Nationala Apele Romane
178.920
98.691
Transelectrica (Romanian Electricity System Operator)
384.892
124.254
OPCOM (Romanian Electricity Market Operator)
993
282
Distributie Energie Electrica Romania
144.813
46.588
Others
114.170
51.371
Total
823.788
321.186
(unaudited)
Client Sales (without VAT) in three months period ended 31 March 2026 (unaudited) Receivables Gross Carrying amount (including VAT) Impairment Loss 31 March 2026 (unaudited) Receivables Net Carrying amount (including VAT)Administratia Nationala Apele Romane
97.049
98.226
Transelectrica (Romanian Electricity System Operator)
155.610
152.173
OPCOM (Romanian Electricity Market Operator)
12.584
683
Distributie Energie Electrica Romania
97.334
45.448
Others
40.138
64.514
Total
402.715
361.044
Sales (without VAT) Receivables Gross (including VAT) Impairment loss Receivables Net (including VAT) Client in three months period ended 31 March 2025 (unaudited) 31 Decembrie 2025 (unaudited)Transelectrica (Romanian Electricity
System Operator)
395,516
62,269
-
62,269
OPCOM (Romanian Electricity
Market Operator)
1,304,278
4,471
-
4,471
Electrica Furnizare
43,457
9,932
-
9,932
Rompetrol Rafinare
12,196
2,520
-
2,520
Compania municipala
Termoenergetica
48,245
10,960
-
10,960
Others
226,199
157,042
(25,054)
131,988
Total
2,029,891
235,062
(25,054)
210,008
Transelectrica (Romanian
Electricity System Operator)
OPCOM (Romanian Electricity
176.162
90.230
-
90.230
Market Operator)
32.808
428
-
428
ELECTRICA FURNIZARE
67.218
25.785
-
25.785
ROMPETROL RAFINARE
COMPANIA MUNICIPALA
59.229
32.178
-
32.178
TERMOENERGETICA
18.708
17.816
-
17.816
Others
52.016
168.584
(27.692)
140.892
Total
406.141
335.021
(27.692)
307.329
Other customers include mainly public institutions, local authorities and public educational institutions to which the Company supplied electricity.
Bank transactions Bank deposits Interest income Bank deposits Interest income Three months ended 31 March 2026Bank balances
Bank current accounts Bank deposits
Bank current accounts Bank deposits
31 March 2026 (unaudited)
31 December 2025 (audited)
Exim Bank (Banca
Românească)
79.311 969.503
120.779 1.167.145
CEC Bank
32.222
1.401.876
19.260 100.373
Total
111.533
2.371.379
140.039 1.267.518
(unaudited)
Three months ended 31 March 2025(unaudited)
Exim Bank (Banca Romaneasca)
725.000
5.473
2.081.000
24.662
CEC Bank
800.000
7.464
150.000
497
Total
1.525.000
12.937
2.231.000
25.159
-
Ultimate controlling party
- Subsequent events
On May 29, 2026, the Ordinary General Meeting of Shareholders was convened to approve the income and expenditure budget for 2026 as well as the approval of the distribution in the form of special dividends of the amount of RON 1,000,000 thousand.
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 FETIȚAFinance Director Accounting manager
