Rosseti VolgaRUS: MRKV

Report of the Issuer of issue-grade securities for 12 months of 2024

· Issued by Rosseti Volga
REPORT OF THE ISSUER OF ISSUE-GRADE SECURITIES

Public Joint-Stock Company Rosseti Volga

Issuer's code: 04247-Е for 12 months of 2024

The information contained in this Issuer's report is subject to disclosure in accordance with the law of the Russian Federation on securities

42/44, ul. Pervomayskaya,

Saratov, 410031, the Saratov region, the Russian Federation

Issuer's address

Issuer's contact person

Irina Vladimirovna Kakutina, Head of the Corporate Governance and Shareholder Relations Directorate

Tel.: +7 (8452) 30-29-89

Email: iv.kakutina@rossetivolga.ru

Web-page address (URL):

https://www.rossetivolga.ru;

https://http://www.e-disclosure.ru/portal/company.aspx?id=12131

General Director Date: April 16, 2025

A. I. Gavrilov

signature

Table of Contents

Table of Contents 2

Introduction 5

Section 1. The Issuer's Management Report 5

  1. General information about the Issuer and its activities 5

  2. Information on the Issuer's position in the industry 10

  3. Key operational performance indicators characterizing the Issuer's activities11

  4. Key financial performance indicators of the Issuer 13

    1. Financial performance indicators calculated on the basis of consolidated financial statements (financial statements) 13

    2. Financial performance indicators calculated on the basis of accounting (financial) statements 15

    3. Financial performance indicators of the credit institution 15

    4. Other financial performance indicators 15

    5. Analysis of the dynamics of changes in the financial performance indicators given in sub-clauses 1.4.1-1.4.4 of this clause 15

      The decrease in the Net Debt indicator by 823,228 thousand rubles or 16.9% is due to an increase in the balance of cash and cash equivalents. 16

  5. Information on the Issuer's main suppliers 16

  6. Information on the Issuer's main debtors 16

  7. Information on the Issuer's obligations 18

    1. Information on the Issuer's main creditors 18

    2. Information on the Issuer's obligations arising from provided collateral 19

    3. Information on other material obligations of the Issuer 20

  8. Information on prospects for further development of the Issuer 20

  9. Information on the risks associated with the Issuer's activities 25

    1. Industry-specific risks 25

    2. Country-specific and regional risks 28

    3. Financial risks 29

    4. Legal risks 30

    5. Risk of loss of goodwill (reputation risk) 32

    6. Strategic risk 32

    7. Risks associated with the Issuer's activities 32

    8. Information security risk 34

    9. Environmental risk 34

    10. Natural and climatic risk 36

    11. Risks of credit institutions 36

    12. Other risks that are significant for the Issuer (the Issuer's Group) 36

Section 2. Information on the persons who are members of the Issuer's management bodies, information on the organization of risk management, control over financial and business activities and internal control, internal audit at the Issuer's facilities, as well

as information on the Issuer's employees 36

  1. Information on the persons who are members of the Issuer's management bodies 36

    1. Members of the Board of Directors (Supervisory Board) of the Issuer 36

    2. Details of the Issuer's Sole Executive Body 57

    3. Members of the collegial executive body of the Issuer 58

  2. Information on the remuneration and/or expense allowance policy, as well as the amount of remuneration and/or expense allowance for each management body of the Issuer 69

  3. Information on the Issuer's organization of risk management, control over financial and business activities, internal control and internal audit 72

  4. Information on the Issuer's persons responsible for organization and implementation of risk management, control over financial and business activities and internal control, internal audit 85

  5. Information on any obligations of the Issuer to employees of the Issuer and employees of organizations controlled by the Issuer regarding the possibility of their participation in the authorized capital of the Issuer 100

Section 3. Information on the Issuer's shareholders (participants, members), as well as on the Issuer's interested-party transactions and major transactions of the Issuer 101

  1. Information on the total number of the Issuer's shareholders (participants, members) 101

  2. Information on the Issuer's shareholders (participants, members) or persons/entities entitled to dispose of votes attributable to voting shares (stakes) constituting the Issuer's authorized (share) capital (share fund) 101

  3. Information on the participation interest of the Russian Federation, a

    constituent entity of the Russian Federation or a municipal entity in the Issuer's authorized capital, the availability of a special right (golden share) 101

  4. The Issuer's interested-party transactions 102

  5. Major transactions of the Issuer 103

Section 4. Additional information about the Issuer and securities placed by the Issuer

. 103

  1. Significant subsidiaries and affiliates of the Issuer 103

  2. Additional information disclosed by Issuers of green bonds, social bonds, sustainable development bonds, adaptation bonds 107

    1. Information on the implementation of the project(s) for financing and/or refinancing of which monetary funds received from the placement of green bonds, social bonds, sustainable development bonds, adaptation bonds are used 107

    2. Description of the Issuer's policy on management of monetary funds received from placement of green bonds, social bonds, sustainable development bonds, adaptation bonds 108

    3. Report on the use of monetary funds received from placement of "green" bonds, social bonds, sustainable development bonds, adaptation bonds 108

      4.2(1). Additional information disclosed by Issuers of infrastructure bonds 108

      4.2(2). Additional information disclosed by Issuers of bonds related to sustainable

      development goals 108

      4.2(3). Additional information disclosed by Issuers of climate transition bonds 108

  3. Information on the person(s)/entity(-ies) that provided a collateral for the Issuer's secured bonds and details of such collateral provided for the Issuer's

    secured bonds 108

  4. Information on declared and paid dividends on the Issuer's shares 108

  5. Information on organizations in charge of recording rights to the Issuer's issue-grade securities 111

    1. Information on the registrar maintaining the register of holders of the Issuer's securities 111

    2. Information on the depository performing centralized registration of rights to the Issuer's securities 112

  6. Information on the audit firm of the Issuer 112

Section 5. Consolidated financial statements 115

(financial statements), accounting (financial) statements of the Issuer 115

  1. Consolidated financial statements (financial statements) of the Issuer 116

  2. Accounting (financial) statements 117

Introduction

The grounds for the Issuer's obligation to disclose information in the form of the Issuer's report

The securities prospectus has been registered with respect to the Issuer's securities The Issuer is a public joint-stock company

Information on the statements contained (referred to) in the Issuer's report and on the basis of which the Issuer's report discloses information on the Issuer's financial and business activities:

The report contains a reference to the following types of statements: consolidated financial statements, on the basis of which the Issuer's report discloses information on the Issuer's financial and business activities The report also contains a reference to the accounting (financial) statements, on the basis of which the Issuer's report discloses information on the Issuer's financial and business activities in the following clauses: 1.3; 1.5; 1.6; 1.7

Information about the Issuer's financial and business activities reflects its activities as an entity that, collectively with other entities, is defined as a group in accordance with IFRS.

The consolidated financial statements on the basis of which information on the Issuer's financial and business activities is disclosed in the Issuer's report give a true and fair view of the Issuer's assets, liabilities, financial position, profit or loss. Information on the financial position and results of the Issuer's activities contains a fair view of the Issuer's activities, as well as the main risks associated with its activities.

This Issuer's report contains estimates and forecasts regarding future events and/or actions, prospects for the development of the economic sector in which the Issuer carries out its main activities, and the results of the Issuer's activities, its plans, and the probability of occurrence of certain events and taking certain actions. Investors should avoid full reliance on estimates and forecasts given in this Issuer's report, as the actual results of the Issuer's activities in the future may differ from predicted results for many reasons. The acquisition of the Issuer's securities is associated with risks, including those described in this Issuer's report.

Other information that, in the Issuer's opinion, will be useful for stakeholders in making economic decisions:

In this Issuer's report, Public Joint-Stock Company Rosseti Volga is also referred to as: Rosseti Volga, PJSC, the Issuer, the Company. Full corporate name of the Issuer: in Russian - Публичное акционерное общество «Россети Волга», in English - Public Joint-Stock Company Rosseti Volga. Abbreviated name: in Russian - ПАО «Россети Волга», in English - Rosseti Volga, PJSC.

Section 1. The Issuer's Management Report

  1. General information about the Issuer and its activities

    Full corporate name of the Issuer: Public Joint-Stock Company Rosseti Volga

    Abbreviated corporate name of the Issuer: Rosseti Volga, PJSC

    The following corporate name in a foreign language is registered in the Issuer's Articles of Association:

    The Issuer's corporate name in a foreign language: Public Joint-Stock Company Rosseti Volga; Rosseti Volga, PJSC

    The Issuer's principal place of business: Saratov, the Russian Federation

    The Issuer's address: 42/44, ul. Pervomayskaya, Saratov, 410031, the Saratov region, the Russian Federation.

    Information about the form of incorporation of the Issuer: The Company was incorporated on June 29, 2007 in Saratov as a 100% subsidiary of RAO UES of Russia, JSC in accordance with the resolution of the sole founder of RAO UES of Russia, JSC (Order of the Management Board of RAO UES of Russia, JSC No. 191р dated June 22, 2007) as part of implementing the resolution of the Board of Directors of RAO UES of Russia, JSC on participation in IDGC (Minutes No. 250 dated April 27, 2007).

    According to structure of IDGC approved by the resolution of the Board of Directors of RAO UES of Russia, JSC (Minutes No. 250 dated April 27, 2007), IDGC of Volga, JSC was comprised of the following distribution grid companies (DGCs): Volzhskaya IDC, JSC, Mordovenergo, JSC, Penzaenergo, JSC, Orenburgenergo, JSC, and Chuvashenergo, JSC.

    In the period from June 29, 2007 till March 31, 2008, IDGC of Volga, JSC supported operations of distribution grid companies affiliated with the Company according to structure of IDGC. Since October 01, 2007, IDGC of Volga, JSC operated as the sole executive body of the above entities.

    On December 25, 2007, the Management Board of RAO UES of Russia, JSC exercising functions of the extraordinary General Meeting of Shareholders of IDGC of Volga, JSC (Minutes of Meeting No. 1795pr/8 dated December 25, 2007) passed the resolution on the Company's restructuring through affiliation of Volzhskaya IDC, JSC; Mordovenergo, JSC; Orenburgenergo, JSC, Penzaenergo, JSC and Chuvashenergo, JSC.

    On April 01, 2008, IDGC of Volga, JSC was finally restructured through affiliation of five distribution grid companies: Volzhskaya IDC, JSC, Mordovenergo, JSC, Orenburgenergo, JSC, Penzaenergo, JSC, and Chuvashenergo, JSC. As of April 01, 2008, DGCs affiliated with IDGC of Volga, JSC ceased to operate as legal entities and started to operate as the Company's branches: Mordovenergo, Orenburgenergo, Penzaenergo, Samara Distribution Grids, Saratov Distribution Grids, Ulyanovsk Distribution Grids, and Chuvashenergo.

    Since April 01, 2008 and to date, IDGC of Volga, JSC operates as a single operator in the territory of seven constituent entities of the Russian Federation: Chuvash Republic, Republic of Mordovia, Orenburg, Penza, Saratov, Samara and Ulyanovsk regions with a control center in Saratov.

    In view of introduction of amendments to the Civil Code of the Russian Federation (as amended on May 05, 2014) and dissolution of closed and open joint-stock companies, the Company changed its form of incorporation: Open Joint-Stock Company Interregional Distribution Grid Company of Volga (IDGC of Volga, JSC) was renamed to Public Joint-Stock Company Interregional Distribution Grid Company of Volga (IDGC of Volga, PJSC). A restated version of the Articles of Association was approved on June 16, 2015 by the annual General Meeting of Shareholders of the Company and registered by Interdistrict Inspectorate of the Federal Tax Service No. 19 for the Saratov region on June 29, 2015.

    On June 2019, the Company adopted the Unified Branding Standard of Rosseti Group of Companies and now operates under the brand name "Rosseti Volga".

    The annual General Meeting of Shareholders of IDGC of Volga, PJSC held on

    May 29, 2020 (Minutes No. 17/2020 dated May 29, 2020) passed a resolution on amending the Articles of Association to reflect a change of the Company's name from Public Joint-Stock Company Interregional Distribution Grid Company of Volga to Public Joint-Stock Company Rosseti Volga. Amendments to the Articles of Association of the Company were registered by Interdistrict Inspectorate of the Federal Tax Service No. 19 for the Saratov region on August 04, 2020. New full corporate name of the Company in Russian: Публичное акционерное общество «Россети Волга» (ПАО «Россети Волга»).

    The Issuer's date of incorporation: June 29, 2007

    All previous names of the Issuer within the last three years preceding the end date of the reporting period for which the Issuer's report was prepared

    Full corporate name: Открытое акционерное общество «Межрегиональная распределительная сетевая компания Волги» (Interregional Distribution Grid Company of Volga, Joint-Stock Company)

    Abbreviated corporate name: ОАО «МРСК Волги» (IDGC of Volga, JSC)

    Date of the name introduction: June 29, 2007

    Reason for the name introduction: On June 29, 2007, an entry on state registration of Open Joint-Stock Company Interregional Distribution Grid Company of Volga was made to the Uniform State Register of Legal Entities pursuant to the resolution of the sole incorporator, RAO UES of Russia, JSC (Order of the Management Board of RAO UES of Russia, JSC No. 191р dated June 22, 2007) in compliance with the Civil Code of the Russian Federation, the Federal Law "On Joint-Stock Companies" and other laws and regulations of the Russian Federation.

    Full corporate name: Публичное акционерное общество «Межрегиональная распределительная сетевая компания Волги» (Interregional Distribution Grid Company of Volga, Public Joint-Stock Company)

    Abbreviated corporate name: ПАО «МРСК Волги» (IDGC of Volga, PJSC)

    Date of the name introduction: June 29, 2015

    Reason for the name introduction: As a result of amendments made to the Civil Code of the Russian Federation (as amended on May 05, 2014) and abolishment of closed and open joint-stock companies, the Company had to change its form of incorporation: Open Joint-Stock Company Interregional Distribution Grid Company of Volga (IDGC of Volga, JSC) was renamed to Public Joint-Stock Company Interregional Distribution Grid Company of Volga (IDGC of Volga, PJSC). New version of the Articles of Association as amended was approved on June 16, 2015 by the annual General Meeting of Shareholders and registered by Interdistrict Inspectorate of the Federal Tax Service No. 19 for the Saratov region on June 29, 2015.

    Full corporate name: Публичное акционерное общество «Россети Волга» (Public Joint-Stock Company Rosseti Volga)

    Abbreviated corporate name: ПАО «Россети Волга» (Rosseti Volga, PJSC)

    Date of the name introduction: August 04, 2020

    Reason for the name introduction: On May 29, 2020, the Issuer's annual General Meeting of Shareholders adopted a resolution (Minutes No. 17/2020 dated May 29, 2020) on amending the Company's Articles of Association in view of change of the name of Public Joint-Stock Company Interregional Distribution Grid Company of Volga (IDGC of Volga, PJSC) to Public Joint-Stock Company Rosseti Volga (Rosseti Volga, PJSC). The relevant amendments to the Articles of Association of the Company were registered by Interdistrict Inspectorate of the Federal Tax Service No. 19 for the Saratov region on

    August 04, 2020. There were no re-organizations of the Issuer within the last three years preceding the end date of the reporting period for which the Issuer's report was drawn up

    Primary State Registration Number (OGRN): 1076450006280

    INN (Taxpayer Id. No.): 6450925977

    Brief description of financial and business activities, operating segments and geographical spread of the Issuer's Group's financial and business activities:

    Rosseti Volga, PJSC is the largest distribution grid company delivering services in seven regions of the Volga Federal District of the Russian Federation: the Saratov, Samara, Penza, Orenburg, Ulyanovsk regions, the Chuvash Republic and the Republic of Mordovia. The core business of the Company - provision of services for electricity transmission and technological connection of power receivers (power plants) operated by legal entities and individuals, to power grids. The main customers of the Issuer's services are sales organizations: Samaraenergo, PJSC; Saratovenergo, PJSC; Ulyanovskenergo, JSC; Mordovia Energy Sales Company, PJSC; EnergosbyT Plus, JSC; Chuvash Energy Sales Company, JSC; TNS energo Penza, LLC; as well as participants of wholesale and retail energy markets, including such major customers as Gazpromenergosbyt, JSC and Rusenergosbyt, LLC. One of the main activities of Rosseti Volga, PJSC is technological connection of power receivers (power plants) operated by legal entities and individuals to power grids. Technological connection is a comprehensive service provided by grid companies to all interested parties (applicants) to create a technical capability of consuming electric power and provides for the actual connection of consumer power receivers to the power grid facilities of grid operators. The procedure for technological connection of power receivers is determined by the Rules for the technological connection of power receivers of electric power consumers, facilities for the production of electric power, as well as power supply network facilities owned by grid organizations and other parties, to electric grids approved by Decree of the Government of the Russian Federation No. 861 dated December 27, 2004 (as amended).

    Brief description of the Issuer's Group:

    The Issuer's Group includes the parent company, Rosseti Volga, PJSC, together with subsidiaries.

    The parent company, Rosseti Volga, PJSC is a modern, innovation-focused, effectively and dynamically developing Company that maintains a strong leadership position in the market of power grid services in the territory where it operates. Provision of electricity transmission services for customers is the main source of the Company's income.

    It is a single operating company with a responsibility center in Saratov that manages seven regional branches:

    • Samara Distribution Grids

    • Saratov Distribution Grids

    • Ulyanovsk Distribution Grids

    • Orenburgenergo

    • Penzaenergo

    • Mordovenergo

    • Chuvashenergo.

      The main activities of Rosseti Volga, PJSC include: - provision of electricity transmission services

    • operations and process management

    • technological connection of power receivers (power plants) operated by legal entities and individuals, to power grids.

    Subsidiaries of the Group:

    1. ChAK, JSC (100% ownership - 1 share) Key business activities:

      • passenger transportation by motor vehicles equipped for transportation of more than 8 people

      • passenger transportation by passenger road transport on a fee paid basis

      • transportation of goods by motor vehicles with a carrying capacity of more than

        3.5 tons

        • rental services for motor vehicles, farm vehicles, construction vehicles, equipment and other motor vehicles, machinery and equipment provided to individuals and/or legal entities

        • provision of services to individuals and/or legal entities to provide real estate for temporary use (lease)

        • maintenance and repair of motor vehicles.

    2. Solnechny Sanatorium-Preventorium, JSC (100% ownership - 1 share) Key business activities:

      medical services

      provision of outdoors and cultural activities, recreational activities using the healthy effect of climate, physical activity programs, sport and tourism events to vacationers

      organization of children's recreational camps, shifts of a sanatorium type.

    3. Energoservice of Volga, JSC (100% ownership) Key business activities:

      • instrument-aided structural survey of power facilities

      • performance of design, installation and commissioning works.

        In Q4, 2023, Energoservice of Volga, JSC purchased electric networks of RUSENERGO, LLC under Sale and Purchase Agreement No. 2398-000295 dated October 16, 2023 and obtained the status of a local grid operator (LGO) in accordance with Order of the State Tariff Regulation Committee of the Saratov region No. 49/1-p dated December 19, 2023, under which Energoservice of Volga, JSC carries out electricity transmission activities.

    4. Social Sphere-M, JSC (100% ownership) Key business activity:

      • provision of sanatorium and resort services.

    Total number of organizations that comprise the Issuer's Group: 5

    Information on governing laws of the organizations that are members of the Issuer's Group:

    Not applicable due to the fact that the Issuer's Group does not include non-resident organizations.

    Other restrictions related to participation in the Issuer's authorized capital established by its Articles of Association:

    None

    Other information that, in the Issuer's opinion, is significant for stakeholders in getting a fundamental understanding of the Issuer and its financial and business activities

  2. Information on the Issuer's position in the industry

    Overall assessment of the Issuer Group financial and business performance in this industry.

    At year-end 2024, the profit across the Issuer's Group amounted to 3,629,647 thousand rubles, which is 657,454 thousand rubles, or 22.1% more than the actual profit reported for 2023. This improvement of financial performance is attributed to increased profitability of electricity transmission services as a result of an increase in revenue by 5,560,171 thousand rubles due to an increase in the volume of net supply by 1,329.9 million kWh, or 2.8%, and a change in the average supply tariff by 4.6%. At the same time, operating expenses increased by 4,205,864 thousand rubles due to expenses for electricity purchased to compensate transmission losses (+450.4 million rubles), electricity transmission services (+277.0 million rubles), employee compensation expenses (+2,248.5 million rubles), subcontractor services under construction contracts (+499.6 million rubles).

    An increase in income tax and other similar payables had a significant impact on financial performance variation as compared to the actual figures, in particular, due to an increase in the tax base and a change in the tax rate that, starting from January 01, 2025, increased from 20% to 25%.

    In terms of the percentage of net electricity supply, Rosseti Volga, PJSC has significant competitive advantage among organizations providing electricity transmission services in all regions where it operates.

    The main strategic objective of Rosseti Volga, PJSC is the provision of reliable and uninterrupted power supply services for customers, while minimizing electricity transmission costs and ensuring non-discriminatory access to power grids.

    Strategic development of the Company is aimed at creation of innovative and efficient integrated distribution power grid able to meet the demands for economic growth and social development in the regions where the Company operates.

    The Company's share in the regional market of electricity transmission services and dynamics of this indicator over the last 3 years (%)

    Branch

    Market share

    2022

    2023

    2024

    %

    %

    %

    Saratov DG

    76.08%

    77.40%

    77.12%

    Samara DG

    46.55%

    46.63%

    47.15%

    Ulyanovsk DG

    56.58%

    56.83%

    56.68%

    Orenburgenergo

    67.28%

    67.57%

    69.09%

    Penzaenergo

    78.82%

    80.41%

    80.28%

    Mordovenergo

    72.61%

    68.79%

    69.11%

    Chuvashenergo

    74.42%

    71.16%

    71.96%

    Below is the list of major companies that carry out similar activities in the territory where Rosseti Volga, PJSC operates:

    ‐ in the territory of the Samara region: Samara Grid Company, JSC; ORES-Tolyatti, JSC; Kuybyshev Directorate for Power Supply - a business unit of Transenergo, a branch of

    Russian Railways, JSC; Samaraneftegaz, JSC; TransneftElectrosetService, LLC; Samara Electric Grid Company, LLC

    ‐ in the territory of the Saratov region: Oblkommunenergo, JSC; Saratov City Electric Network Enterprise, JSC; Independent Power Grid Company (NESK), JSC; Eltreit, LLC; Territorial Electric Grid Company, LLC; Energoservice of Volga, JSC ‐ in the territory of the Ulyanovsk region: Municipal Unitary Enterprise Ulyanovsk City Electric Network; Ulyanovsk Network Company, JSC; Aviastar - Joint Power Supply Enterprise, JSC; Energoprom GRUPP, LLC ‐ in the territory of the Orenburg region: Gazprom energo, LLC; Orenburgkommunelektroset, JSC; South-Ural Directorate for Power Supply - a business unit of Transenergo, a branch of Russian Railways, JSC; Oboronenergo, JSC ‐ in the territory of the Penza region: Penza Gorelektroset, CJSC; Kuybyshev Directorate for Power Supply - a business unit of Transenergo, a branch of Russian Railways, JSC; Energopromset, LLC; Gorelektroset (Kuznetsk), JSC; Network Company, LLC ‐ in the territory of the Republic of Mordovia: Technical Firm Watt, JSC; Life Support Systems of the Republic of Mordovia, LLC; Elektroteploset, LLC; Mordovian Elektroset, JSC ‐ in the territory of the Chuvash Republic: State Unitary Enterprise Cheboksary City Electric Networks; VEktor, LLC; RES-Energo, LLC; EnergoSetRemont, LLC

    The Company's activities cover seven regions with a total area of 403.5 thousand square kilometers, where more than 12 million people live. The technological connection service is provided for applicants in the Saratov, Samara, Penza, Ulyanovsk and Orenburg regions, as well as the Chuvash Republic and the Republic of Mordovia. The service cost is approved by the regional tariff regulatory authorities.

  3. Key operational performance indicators characterizing the Issuer's activities

    Indicator

    2023, 12 months

    2024, 12 months

    Grid output, million kW•h

    52,417

    54,007

    Net electricity supply (DGC), mln kW•h

    49,524

    51,127

    Power losses, mln kW•h

    2,893

    2,880

    Revenue from electricity transmission (excluding

    VAT), mln rubles

    74,770

    80,331

    In 2024, the total electricity supply to the grid amounted to 54,007 million kW•h, which is 1,590 million kW•h more than the volumes reported for the same period in 2023 as a result of an increase in the volume of net supply (DGC) by 1,603 million kW•h.

    In 2024, the volume of electricity transmission losses in the Company's grids amounted to 2,880 million kW•h, which is 13 million kW•h less than the actual volume reported for 2023, which is caused by the reduction in load losses.

    Revenue from electricity transmission services for 2024 amounted to 80,331 million rubles, which is 5,561 million rubles more than the figure in the corresponding period in 2023 due to increase in the volume of provided services.

    Indicator description

    Unit of

    measuremen t

    2023, 12

    months

    2024, 12 months

    Receivables (incl. bad debt reserve),

    including:

    million

    rubles

    for electric power transmission

    5,802

    5,641

    As of December 31, 2024, the total receivables for electricity transmission services provided by Rosseti Volga, PJSC (incl. bad debt reserve) amounted to 5,641 million rubles, as compared to 5,802 million rubles reported as of December 31, 2023.

    This decrease is due to payment of overdue receivables, including payments from the following contracting parties: Ulyanovskenergo, JSC (Ulyanovsk region) - 26 million rubles as result of claim management activities; Oboronenergosbyt, JSC - 224 million rubles as a result of debt write-off upon completion of bankruptcy proceedings and subsequent exclusion of this entity from the Unified State Register of Legal Entities; RT-ET, LLC - 72 million rubles under the concluded debt restructuring agreement.

    The Company takes the following measures in relation to overdue receivables:

    • giving a letter of claim to a service user

    • debt enforcement (settlement of disputes) in an action at law

    • debt enforcement under a writ of execution

    • conclusion and follow-up of debt restructuring agreements

    • tracking current payments to ensure debt seniority as prescribed by applicable laws of the Russian Federation

    • assignment of receivables

    • offsetting homogeneous counterclaims.

    Overdue debts are managed consistently and efficiently, and, as of December 31, 2024, 100% of overdue debts are covered by debt reduction activities.

    Key operational performance indicators characterizing the Issuer's activities in terms of technological connection:

    Indicator

    UoM

    2023, 12 months

    2024, 12 months

    Applications accepted

    pcs

    27,760

    26,239

    MW

    2,100

    2,111

    Agreements concluded

    pcs

    16,253

    17,737

    MW

    622

    571

    Agreements performed

    pcs

    16,877

    16,294

    MW

    513

    424

    Amid the overall decrease in the volume of received applications for technological connection, the number of concluded agreements is trending upwards, which is indicative of a more informed and solid approach of applicants to the capacity requested for technological connection.

  4. Key financial performance indicators of the Issuer

    1. Financial performance indicators calculated on the basis of consolidated financial statements (financial statements)

      No.

      Indicator description

      2023,

      12 months

      2024,

      12 months

      1

      Revenue, thousand rubles

      77,044,745

      83,411,189

      2

      Earnings Before Interest, Taxes, Depreciation, and

      Amortization (EBITDA), thousand rubles

      10,798,549

      13,727,674

      3

      EBITDA margin, %

      14.02

      16.46

      4

      Net profit (loss), thousand rubles

      2,972,193

      3,629,647

      5

      Net cash received from operating activities, thousand

      rubles

      13,651,654

      12,977,963

      6

      Expenses on acquisition of property, plant and

      equipment and intangible assets (capital expenditures), thousand rubles

      8,598,452

      11,393,964

      7

      Free cash flow, thousand rubles

      5,053,202

      1,583,999

      8

      Net debt, thousand rubles

      4,878,537

      4,055,309

      9

      Net debt to EBITDA ratio for the previous

      12 months

      0.5

      0.3

      10

      Return on equity (ROE), %

      7.3

      8.3

      Items of the consolidated financial statements (financial statements) on the basis of which the Net Debt indicator is calculated:

      Name

      Source of information on IFRS reporting

      2023,

      12 months

      2024,

      12 months

      Net debt, thousand rubles

      Difference between total debt and cash and cash equivalents

      4,878,537

      4,055,309

      Total debt, thousand rubles

      Amount of short-term loans and borrowings, long-term loans and borrowings, rental (lease)

      obligations

      7,733,843

      8,868,438

      Current liabilities, thousand rubles

      Amount of short-term loans and borrowings: page 48, clause 22. "Borrowings" - current liabilities. Notes to the Consolidated

      Financial Statements for the year ended on December 31, 2023

      330,255

      3,160,516

      Unsecured loans and borrowings, thousand rubles

      page 48, clause 22. "Borrowings": current liabilities, unsecured loans and borrowings; Notes to the Consolidated Financial Statements for the year ended on

      December 31, 2023

      31,033

      2,879,610

      Lease liabilities, thousand rubles

      page 48, clause 22. "Borrowings": current liabilities, lease liabilities; Notes to the Consolidated

      Financial Statements for the year ended on December 31, 2023

      299,222

      280,906

      Non-current liabilities, thousand rubles

      page 48, clause 22. "Borrowings" - non-current liabilities; Notes to the Consolidated Financial Statements for the year ended on

      December 31, 2023

      7,403,588

      5,707,922

      Unsecured loans and borrowings, thousand rubles

      page 48, clause 22. "Borrowings" - non-current liabilities, unsecured loans and borrowings; Notes to the

      Consolidated Financial Statements for the year ended on

      December 31, 2023

      5,610,000

      4,090,000

      Lease liabilities, thousand rubles

      page 48, clause 22. "Borrowings" - non-current liabilities, lease liabilities; Notes to the Consolidated Financial Statements for the year ended on

      December 31, 2023

      1,793,588

      1,617,922

      Cash and cash equivalents, thousand rubles

      page 10, section "Current

      Assets", line "Cash and cash equivalents", Consolidated

      Statement of Financial Position

      for the year ended on December 31, 2023

      2,855,306

      4,813,129

      Items of the consolidated financial (financial) statements on the basis of which EBITDA or OIBDA is calculated:

      Name

      Source of information on IFRS reporting

      2023,

      12 months

      2024,

      12 months:

      Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA), thousand rubles

      Amount of profit (loss) before tax, interest charges, depreciation of property, plant and equipment, and amortization of intangible

      assets

      10,798,549

      13,727,674

      Items of the consolidated financial (financial) statements on the basis of which EBITDA or OIBDA is calculated:

      Name

      Source of information on IFRS reporting

      2023,

      12 months

      2024,

      12 months:

      Profit (loss) before tax, thousand rubles

      page 9, line "Profit (loss) before tax", Consolidated

      Statement of Profit or Loss and Other Comprehensive Income

      3,841,284

      5,914,498

      Interest expenses on financial liabilities carried at depreciable value, thousand rubles

      Interest expenses on lease liabilities, thousand rubles

      page 35, lines "Interest expenses on financial liabilities carried at depreciable value" and "Interest expenses on lease liabilities", Notes to the Consolidated Financial Statements for the year ended

      on December 31, 2023

      754,852

      1,435,761

      Depreciation of property, plant and equipment, right-of-use assets and intangible assets, thousand rubles

      page 35, line "Depreciation of property, plant and equipment, right-of-use assets and intangible assets", Notes to the Consolidated Financial Statements for the year ended

      on December 31, 2023

      6,202,413

      6,377,415

    2. Financial performance indicators calculated on the basis of accounting (financial) statements

      The Issuer prepares and discloses the consolidated financial statements (financial statements)

    3. Financial performance indicators of the credit institution

      The Issuer is not a credit institution

    4. Other financial performance indicators

      The information is not specified
    5. Analysis of the dynamics of changes in the financial performance indicators given in sub-clauses 1.4.1-1.4.4 of this clause

      Revenue for 2024 amounted to 83,411,189 thousand rubles, which is 6,366,444 thousand rubles, or 1.6% more than the actual figures reported for 2023 - mostly due to an increase in revenue from electricity transmission services by 5,560,171 thousand rubles or 1.6% as a result of the following factors:
      • increase in the volume of provided services by 1,329.9 million kW•h or 2.8%
      • variation of the average tariff (+4.6%) as a result of indexation of tariffs for electricity transmission services for 2024, customers' choice of a tariff option, and changes in the structure of electricity consumption. Increase in EBITDA by 2,929,125 thousand rubles or 27.1%, increase in EBITDA margin by 2.44%, improvement of return on equity (ROE) by 1.0% in the reporting period as compared to the actual figures in 2023 are attributable to improved financial performance. A decrease in net cash received from operating activities by 673,691 thousand rubles as compared to the actual figure in 2023 is due to an increase in income tax and other similar payables, in particular, due to an increase in the tax base and a change in the tax rate that, starting from January 01, 2025, increased from 20% to 25%. Dynamics of expenses on acquisition of property, plant and equipment and intangible assets (capital expenditures) is due to changes in the volume of investments. A decrease in the "Free Cash Flow" indicator by 3,469,203 thousand rubles is mostly attributable to an increase in capital expenditures in the reporting period as compared to the actual figure in 2023. The decrease in the Net Debt indicator by 823,228 thousand rubles or 16.9% is due to an increase in the balance of cash and cash equivalents.
  5. Information on the Issuer's main suppliers

    The information in this clause is disclosed on the basis of the consolidated financial statements

    Information regarding the Issuer's Group is not disclosed, since, in the Issuer's opinion, the provision of such information is not appropriate in view of business environment, the size of the Issuer's Group, and the balance of costs for generating such information and its usefulness (value) for target audience. The information is generated on the basis of the Issuer's accounting (financial) statements.

    Clarification of reasons for which disclosure of information regarding the Issuer's Group and a part of the Issuer's Group is not appropriate for the Issuer: the activity of the Company's S&A is not related to electric power transmission services, and their indicators on procurement activities relative to the Company's indicators are insignificant.

    The level (quantitative criterion) of materiality of the volume and/or share of deliveries of the main supplier: The level of materiality is determined in the amount of 10 percent of the volume of supplies of raw materials and goods (works, services). There are no Issuer's suppliers which account for at least 10 percent of all supplies of materials and goods (raw materials) during the specified reporting period.

    Volume and/or share of supplies of raw materials and goods (works, services) attributable to the suppliers belonging to the Issuer's Group and to external group suppliers:

    There are no shares of supplies of raw materials and goods (works, services) attributable to suppliers belonging to the Issuer's Group and external group suppliers in the amount of 10 percent of the volume of supplies of raw materials and goods (works, services) for the specified reporting period.

    Information about suppliers subject to the level of materiality determined by the

    Issuer

    There are no suppliers subject to the level of materiality determined by the Issuer

    Information on other suppliers of significant importance to the Issuer

    There are no other suppliers of significant importance to the Issuer
  6. Information on the Issuer's main debtors

    The information in this clause is disclosed on the basis of the consolidated financial

    statements

    Information regarding the Issuer's Group is not disclosed, since, in the Issuer's opinion, the provision of such information is not appropriate in view of business environment, the size of the Issuer's Group, and the balance of costs for generating such information and its usefulness (value) for target audience. The information is generated on the basis of the Issuer's accounting (financial) statements.

    Clarification of reasons for which disclosure of information regarding the Issuer's Group and a part of the Issuer's Group is not appropriate for the Issue:

    As of the end of the reporting period, the group of Rosseti Volga, PJSC includes, apart from the Issuer, 4 subsidiaries - Energoservice of Volga, JSC, Solnechny Sanatorium-Preventorium, JSC, ChAK, JSC and Social Sphere-M, JSC. At the same time, no subsidiary is significant to the Issuer (the share of each subsidiary according to the Issuer's consolidated financial statements is less than 5% of the consolidated value of assets and less than 5% of the consolidated income). Therefore, in the Issuer's opinion, the cost of preparing additional information about the Issuer's Group will not meet the interest and potential benefit from the use of such information by the users.

    Unit of measurement: thousand rubles

    Indicator description

    Indicator value

    Receivables - buyers and customers

    5,979,623

    including overdue receivables

    538,935

    Receivables - notes receivable

    0

    including overdue receivables

    0

    Receivables - overdue contributions of participants (shareholders)

    to the authorized capital

    0

    including overdue receivables

    0

    Other receivables

    1,185,664

    including overdue receivables

    150,329

    Accounts receivable, total

    7,165,287

    including total overdue receivables

    689,264

    The level of materiality of receivables attributable to the main debtor: Debtors whose share in the total amount of receivables is at least 10% for the specified reporting period

    Volume and/or share of accounts receivable attributable to debtors belonging to the Issuer's group and to external group debtors: 10%

    Main debtors of significant importance to the Issuer (the Issuer's Group) subject to the level of materiality determined by the Issuer

    Full corporate name: Ministry of Finance of the Republic of Mordovia

    Abbreviated corporate name: Ministry of Finance of the Republic of Mordovia

    Principal place of business: 33, ul. Kommunisticheskaya, bld 1, Saransk, 430005, the Republic of Mordovia

    INN (Taxpayer Id. No.): 1300050318

    OGRN (Primary State Registration Number): 1021300974881

    Amount of accounts receivable: 724,306

    Unit of measurement: thousand rubles

    Share of the main external group debtor in the volume of accounts receivable attributable to external group debtors: 12

    Amount and conditions (interest rate, penalty amount) of overdue receivables:0 thousand rubles. (in accordance with the terms and conditions of the

    agreement, the parties shall be held liable for failure to perform or improper performance of their obligations under the agreement as provided for by the law of the Russian Federation). There are no other debtors of significant importance to the Issuer
  7. Information on the Issuer's obligations

    1. Information on the Issuer's main creditors

      Information regarding the Issuer's Group is not disclosed, since, in the Issuer's opinion, the provision of such information is not appropriate in view of business environment, the size of the Issuer's Group, and the balance of costs for generating such information and its usefulness (value) for target audience. The information is generated on the basis of the Issuer's accounting (financial) statements.

      Clarification of reasons for which disclosure of information regarding the Issuer's Group and a part of the Issuer's Group is not appropriate for the Issue:

      As of the end of the reporting period, the group of Rosseti Volga, PJSC includes, apart from the Issuer, 4 subsidiaries - Energoservice of Volga, JSC, Solnechny Sanatorium-Preventorium, JSC, Chuvash Autotransport Company, JSC and Social Sphere-M, JSC. At the same time, no subsidiary is significant to the Issuer (the share of each subsidiary according to the Issuer's consolidated financial statements is less than 5% of the consolidated value of assets and less than 5% of the consolidated income). Therefore, in the Issuer's opinion, the cost of preparing additional information about the Issuer's Group will not meet the interest and potential benefit from the use of such information by the users.

      Structure of accounts payable

      Unit of measurement: thousand rubles

      Indicator description

      Indicator value

      Accounts payable, total

      20,353,153

      overdue payables

      857,118

      including

      to budget and governmental extra-budgetary

      funds

      1,138,312

      overdue payables

      0

      to suppliers and contractors

      8,496,822

      overdue payables

      188,128

      to the company's personnel

      801,012

      overdue payables

      0

      other

      9,917,007

      overdue payables

      668,990

      The level of materiality of payables attributable to the main creditor: Creditors whose share in the total amount of payables is at least 10% for the specified reporting period

      Volume and/or share of accounts payable attributable to the creditors belonging to

      the Issuer's Group and to external group creditors:

      There are no creditors of significant importance to the Issuer region

      Main creditors of significant importance to the Issuer (Issuer's Group)

      Full corporate name: Limited Liability Company Public Housing Construction

      Abbreviated corporate name: Goszhilstroy, LLC

      Principal place of business: 6, ul. I. S. Kutyakova, Saratov, 410031, the Saratov

      INN (Taxpayer Id. No.): 6452124443

      OGRN (Primary State Registration Number): 1166451078276

      Amount of payables: 2,107,272

      Unit of measurement: thousand rubles

      Share of the main debtor in the amount of receivables, %: 11

      Amount and conditions (interest rate, penalty amount) of overdue payables:

      0 thousand rubles. (in accordance with the terms and conditions of the agreement, the parties shall be held liable for failure to perform or improper performance of their obligations under the agreement as provided for by the law of the Russian Federation).

      The creditor s not an organization controlled by members of the Issuer's management bodies and/or the party controlling the Issuer.

      Other creditors of significant importance to the Issuer

      There are no other creditors of significant importance to the Issuer
    2. Information on the Issuer's obligations arising from provided collateral

      The information in this clause is disclosed on the basis of the consolidated financial statements

      Information regarding the Issuer's Group is not disclosed, since, in the Issuer's opinion, the provision of such information is not appropriate in view of business environment, the size of the Issuer's Group, and the balance of costs for generating such information and its usefulness (value) for target audience. This information is generated on the basis of the Issuer's accounting (financial) statements.

      Clarification of reasons for which disclosure of information regarding the Issuer's Group and a part of the Issuer's Group is not appropriate for the Issue:

      As of the end of the reporting period, the group of Rosseti Volga, PJSC includes, apart from the Issuer, 4 subsidiaries - Energoservice of Volga, JSC, Solnechny Sanatorium-Preventorium, JSC, ChAK, JSC and Social Sphere-M, JSC. At the same time, no subsidiary is significant to the Issuer (the share of each subsidiary according to the Issuer's consolidated financial statements is less than 5% of consolidated value of assets and less than 5% of consolidated income). Therefore, in the Issuer's opinion, the cost of preparing additional information about the Issuer's Group will not meet the interest and potential benefit from the use of such information by the users.

      Unit of measurement: thousand rubles

      Indicator description

      As of December 31, 2024

      Amount of collateral provided by the Issuer

      20,512

      - including in the form of pledge:

      20,512

      - including in the form of surety:

      0

      - including in the form of independent guarantee:

      0

      Materiality level of the amount of provided collateral: no material collateral provided

      Transactions on the provision of collateral that are material for the Issuer (the

      Issuer's Group)

      None
    3. Information on other material obligations of the Issuer

      There are no other obligations that, in the Issuer's opinion, may significantly influence the financial position of the Issuer (the Issuer's Group), including liquidity, sources of financing and conditions for their use, performance results and expenses
  8. Information on prospects for further development of the Issuer

    This includes a description of the Issuer's further development strategy (if the Issuer prepares and discloses consolidated financial statements - strategies for further development of the Issuer's group) for at least a year ahead in relation to setup of new production, expansion or decrease in production, development of new types of products, modernization and reconstruction of fixed assets, and possible changes in core business.

    Mission and strategic objectives

    Ensuring a reliable, high-quality and accessible power supply to consumers, effective use of the distribution grid assets and maintaining their reliability, as well as attraction of investment resources for the benefit of each shareholder and the Company in general.

    Main objectives of activities:

    ‐ ensuring reliability and quality of power supply at the target level

    ‐ increase in total shareholder return

    - ensuring resilience to changes in the global and local electricity markets.

    The following main lines of activities are planned for 2025:

    1. Improvement of reliability of electricity supply for consumers of Rosseti Volga, PJSC, ensuring system security (in particular, as part of functions of a systemically important local grid operator - SI LGO):

      ‐ the Company's investment expenditures planned for 2025 amount to 11,826.5 million rubles, and the planned value of commissioned fixed assets amounts to 12,308.0 million rubles

      ‐ the repair costs planned for 2025 amount to 2,149.6 million rubles, which is 365 million rubles less than the actual figure reported for 2024.

    2. Operational development of the existing functionality of sub-systems of the automated enterprise management system (AEMS) in order to improve the quality of management.

    3. Ensuring the quality of provided services through development of information space.

    4. Improvement of the Company's internal operational efficiency and reaching break-even operation of the Issuer, including, but not limited to, activities set forth in the Program for Improving Operational Efficiency and Cost Reduction.

    5. Development of new lines of business - ancillary (non-tariff) services.

    6. Integrating "digital networks" technologies across the integrated power grid.

      A digital network is a highly automated network that enables visibility and controllability by using digital communication systems and equipment supporting IEC protocols. Managed in real time, this network allows to track and trace parameters and operating modes of all participants of the electricity transmission and consumption process and provides self-diagnostics and self-recovery capabilities.

      To maintain high level of reliability of the integrated power grid, new investments and inputs to the network infrastructure are required. In order to make these investments in the most efficient and effective manner, innovations and digital transformation processes must be implemented, with further reduction of expenditures for maintenance of the infrastructure for managing technological processes and financial and economic operations of the Issuer's Group.

      Objectives of innovation-driven development and adoption of digital transformation technology solutions will give a competitive edge in the rates of OPEX and CAPEX reduction, without increasing per-unit costs of the Company.

      In order to achieve target levels for technological electricity losses and to reduce costs for compensation of electricity losses, the Company implements the Program of activities aimed to reduce electricity losses in the integrated power grid of Rosseti Volga, PJSC. As part of digital transformation of the power facilities, this Program provides for installation of multi-functional electricity meters for ingoing and outgoing 6-10 kV lines to/from 220/110/35/6-10 kV substations, and use of state-of-the-art digital electricity meters at premises of customers on the retail electricity market in accordance with delineation of balance sheet attribution and operational responsibilities of Rosseti Volga, PJSC.

      The benefits of implementing these activities will include the ability to collect reliable data in real time to calculate electric power balance by 6-10 kV busbar sections, to calculate grid outputs and electricity losses for 6-10 kV networks, to obtain information about network technical parameters (such as current, voltage, frequency, power factor, etc.), to improve energy efficiency, and to reduce consumption of power resources across the integrated power grid.

      Among priority tasks in technical development of Rosseti Volga, PJSC are:

      • ensuring a reliable, safe and high-quality power supply to consumers

      • reducing electricity transmission losses

      • improving energy efficiency.

        In order to address the above tasks, Rosseti Volga, PJSC, as part of its investment activities, is planning and carrying out modernization of its integrated power grid, including the following activities:

        ‐ Reconstruction of 35-110 kV power supply centers, with replacement of obsolete and physically depreciated equipment with equipment that meets regulatory requirements for reliability, fire and environmental safety, energy efficiency, service safety, with lower operating costs over an entire service life.

        ‐ Creation of highly automated 110 kV substations and highly automated power distribution zones (RES) in the regions where Rosseti Volga, PJSC operates, as part of implementation of the Digital Transformation Program of Rosseti Volga, PJSC for the period up to 2030, approved by the Board of Directors of Rosseti Volga, PJSC (Minutes No. 31 dated April 28, 2021), in order to improve visibility of technological processes, implement remote monitoring and control of facilities based on state-of-the-art controls.

        This will allow quick rectification of faults, minimization of power undersupply and uninterrupted power supply to consumers.

        ‐ Reconstruction 0,4-6-10-35-110 kV overhead power transmission lines with replacement of supports, wires, insulation, ground-wire cables, in order to eliminate the risks of emergency shutdowns, plus installation of a self-supporting insulated wire for 0.4-10 kV overhead line allowing to eliminate unauthorized connection to the power network and to ensure public safety; with an increase in the wire cross-section to improve the quality of electricity delivered to consumers and to reduce electricity transmission losses.

        ‐ A single replacement of equipment items with expired service period(s), items in poor technical condition, or items beyond economic repair due to lack of spare parts in production, in order to avoid accidental failures of power grid facilities.

        Innovative activities at Rosseti Volga, PJSC (hereinafter - the Company) are implemented in accordance with the Innovative Development Program (hereinafter - the Program) developed in order to establish effective mechanisms ensuring modernization of the integrated power grid, boosting scientific and technical activities, customization of innovative solutions, improvement and development of the innovation system. The Program constitutes a fundamental document of the Company in the area of scientific, technical and innovative development, and new R&D efforts.

        In 2024, the Company adopted a new Innovative Development Program of Rosseti Volga, PJSC for 2024-2029 and for the long-term period up to 2035. In order to develop and implement the Program, predicted external and internal factors that might significantly influence the innovative development of the Company in the long term were assessed. Such forecast of external and internal factors helps anticipate future challenges and shape the Company's development strategy.

        The main purpose of the Innovative Development Program for 2024-2029 and for the long-term period up to 2035 is to improve reliability, quality and cost effectiveness of power supply to consumers through innovation-driven modernization of electricity networks enabling the transition to smart grids - an intellectual technology backbone of the power sector.

        The most significant factor that influences and determines the outcome of the technological development of the power industry is the possibility to introduce and customize technologies that integrate and combine experience and knowledge in related sectors of the national economy, specifically in the area of IT solutions and telecommunication facilities - the so-called "end-to-end" technologies that support further evolution of intelligent services and decision support systems. These technology solutions can significantly improve the efficiency of the Company's business processes, shape new market services and customer services.

        Activities under this Program to be implemented in 2024 are outlined in the Mid-Term Plan for the Implementation of the Innovative Development Program of Rosseti Volga, PJSC (hereinafter - "MTP IDDP"). The main objective of MTP IDDP activities is the development, testing and provision of conditions for the serial implementation of innovative equipment and technologies, taking into account end-to-end performance factors and based on the principles of lifecycle management of facilities and systems. The control over implementation of MTP IDDP activities is arranged in accordance with the internal documents of the Company. The Technology Register for key focus areas of innovation-driven development of Rosseti, PJSC (adopted as a guidance by Order of the Company

        No. 62 dated January 28, 2019 "On adoption of TR-IDGC-VND-755.01-18 document "The Technology Register for key focus areas of innovation-driven development of Rosseti, PJSC" as a guidance") serves as the underlying document for taking innovation-driven measures, including comprehensive projects and R&D.

        The Program defines the following key focal areas of the innovation-driven development:

      • transition to highly automated substations of different voltage classes

      • transition to highly automated networks with a distributed intelligent automation and control system

      • transition to end-to-end performance of business processes and automation of control systems

      • adoption of new technology solutions and materials in the electric power industry

      • implementation of organizational innovations.

        The defined key areas of the Company's innovation-driven development make it possible to ensure technical and economic efficiency and operational reliability of the integrated power grid, reduce the human impact on the environment, and ensure the Company's ability to compete in the medium and long term.

        Activities under the Innovative Development Program planned for 2024 have been completed. In accordance with MTP IDDP for 2024, the volume of implementation of innovative projects and activities (planned volume - 579.46 million rubles, exclusive of VAT) amounted to 613.77 million rubles, exclusive of VAT, which is 106% of the volume planned for the year, including:

      • expenses for implementation of innovative products (technologies, solutions, goods, works, services) amounted to 551.51 million rubles, exclusive of VAT

      • expenses for scientific research and/or experimental development efforts amounted to 52.82 million rubles, exclusive of VAT

      • expenses for development of the system for managing innovative development and creation of innovative infrastructure (organizational innovations) amounted to 3.92 million rubles, exclusive of VAT

      • expenses for human resource development and educational partnerships amounted to 5.53 million rubles, exclusive of VAT.

      Key activities and projects under the Innovation Development Program to be implemented in 2024:

      1. Creation of highly automated substations equipped with information and control systems operating in a synchronized and coordinated manner, based on the following substations: Nalivnaya 110/35/6 kV substation and Lepyokhinka 110/10 kV substation operated by Saratov DG, a branch of Rosseti Volga, PJSC.

      2. Creation of a smart grid with a distributed automation and control system physically based on:

        ‐ Krasnokutsky RES of Saratov DG

        ‐ Volzhsky RES of Samara DG

        ‐ Veshkaimsky RES and Kuzovatovsky RES of Ulyanovsk DG

        ‐ Sosnovoborsky RES of Penzaenergo

        ‐ Temnikovsky RES, Bolshebereznikovsky RES, Atyashevsky RES of Mordovenergo.

      3. Creation of a system for remote monitoring of weather conditions and detection of icing areas at the Company.

      4. Creation of an information and telecommunication infrastructure for managing the integrated power grid.

      5. Creation of an integrated intellectual information security system for the integrated power grid.

      6. Creation of information databases for the Innovation Excellence Center to support innovative activities of Rosseti Volga.

      7. Development of an automated system for managing the financial and business operations of Rosseti Volga.

      8. Introduction of new technologies and materials in the power industry, in particular, the development of the charging infrastructure.

      9. Implementation of organizational innovations. Projects to be implemented under the R&D Program:

    ‐ Research activities "Development of standard solutions for organization of automation systems for 6-220 kV power grid facilities based on IEC 61850 standard".

    ‐ R&D activities "Development of energy-saving integrated power plant based on locally developed technology solution for active power flow regulation (storage capacity) for application in energy systems".

    ‐ R&D activities "Development of a hardware and software suite for measuring vibration parameters of wires, FOCL cables and overhead ground-wire cables".

    In 2024, the Quality Management System of the Company underwent a re-certification audit to verify continued compliance with the requirements of GOST R ISO 9001-2015. According to audit results, the quality management system of Rosseti Volga, PJSC was recognized as compliant with the requirements of GOST R ISO 9001-2015 standard.

    Besides, in 2024 the Environmental Management System of Rosseti Volga, PJSC underwent an inspection audit to verify compliance with the requirements of GOST R ISO 14001-2016 standard. According to audit results, Environmental Management System of Rosseti Volga, PJSC was recognized as compliant with the requirements of GOST R ISO 14001-2016 standard.

    In 2024, the Energy Management System of the Company underwent a an inspection audit to verify compliance with the requirements of GOST R ISO 50001-2023. According to audit results, the Energy Management System of Rosseti Volga, PJSC was recognized as compliant with the requirements of GOST R ISO 50001-2023 standard.

    In 2024, the Company achieved its target KPIs of the Innovative Development Program, as well as efficiency targets included in the KPI "Efficiency of innovative activities". The key factor for achieving the target values is the implementation of comprehensive projects for transition to intelligent substations, creation of a smart grid and automation of business processes.

    Based on the results of the Innovative Development Program implementation, the Company outlined the following tasks, taking into account the focal areas of activity of Rosseti Group as related to technological and innovative development for 2025-2029:

    • Implementation and monitoring the progress of activities under the following innovative development projects:

    • Creation of highly automated substations equipped with an intelligent process control system.

    • Creation of a smart grid equipped with an intelligent control system based on highly automated power distribution zones.

    • Creation of a system for remote monitoring of weather conditions and detecting icing areas.

    • Creation of a system providing intelligent condition monitoring and diagnostics for core equipment.

    • Creation of an integrated intellectual information security system for the integrated power grid.

    • Creation of an information and telecommunication infrastructure for managing the integrated power grid.

    • Development of a shared geoinformation environment and a set of common-use automated tools for spatial data management that will be used across all business processes at Rosseti Volga.

    • Development of an automated system for managing the financial and business operations of Rosseti Volga, PJSC.

    • Creation of information databases for the Innovation Excellence Center to support innovative activities.

    • Creation of charging infrastructure for electric vehicles.

    • Development of a system for elaboration and implementation of innovative products, technologies and R&D activities.

    • Development of a system for managing innovation, scientific and technical activities, including management of activities for boosting scientific and technical efforts, customization of innovative solutions, development of a knowledge management system, conducting days of presentations and meetings with manufacturers of new equipment.

    • Development of a system for managing innovation-driven development and creation of an innovation infrastructure, including the support of the Innovation Management System (IMS) and the Knowledge Management System (KMS).

  9. Information on the risks associated with the Issuer's activities

    Description of risks, the realization of which may have a significant impact on the financial and business activities and financial position of the Issuer, and if the Issuer prepares and discloses consolidated financial statements, on the financial and business activities and financial position of the Issuer's Group.

    The information disclosed in this clause shall objectively and fairly describe the risks related to the Issuer (the Issuer's Group), indicating the possible consequences of the realization of each of the described risks in relation to the Issuer (the Issuer's Group), taking into account the specifics of the Issuer's (the Issuer's Group's) business.

    For detailed presentation of information, the Issuer may provide information on risks in relation to the segments of operating activities, types of goods (works, services), geography of business, other aspects characterizing the specifics of the Issuer's (the Issuer's Group's) business.

    1. Industry-specific risks

      The Issuer's risk management policy:

      Acquisition of issuable securities by the Issuer is associated with a range of risks resulting in losses for the Company (income or investment losses and losses exceeding investments).

      This Section contains information on risk factors associated with acquisition of issuable securities by the Issuer. The list of factors is not exhaustive and is based upon the Issuer's opinion and estimates.

      The Issuer considers the risk management as one of the critical elements of strategic management and internal control. The Issuer's risk management policy includes both potential unfavorable events (threats) and favorable events (opportunities). The Issuer detects, evaluates and controls threats and opportunities on a regular basis and adapts its activities to minimize probability and potential consequences of these threats and to benefit from the opportunities, as well as submit this information to shareholders and other stakeholders.

      The Issuer's risk management policy is oriented toward reducing probability and materiality of risks and, finally, toward reaching strategic goals. To this end, the Issuer introduces acceptable risk levels for each category of significant risks.

      The Issuer's risk management policy takes into account the relations between risks of different categories. To assess their total effect on its activities, the Issuer applies a uniform approach for evaluating financial, operational and other risks.

      The Issuer's risk management policy makes allowance both for shareholders' interests and potential consequences of its activities for other related parties.

      Key objectives of the Issuer's risk management policy are as follows:

      • ensuring compliance with the requirements of the proper corporate management practice which forces the Issuer to focus on risk assessment, monitoring and management and risk information disclosure

      • preventing threats to the Company's strategic goals and taking necessary protection measures

      • coordinating and integrating risk management processes related to different aspects of the Company's financial and business activities to increase overall efficiency of the Company's management

      • benefiting from new opportunities to increase assets value and the Issuer's profitability over the long-term horizon.

      The Issuer will take all necessary measures to mitigate the effect of any unfavorable changes (if any).

      The Issuer's risk management system is interconnected with the processes of strategic and operational planning and budgeting and enables the Issuer's management bodies to take most effective and economically feasible resolutions.

      The Risk Management Policy of the Company approved by the resolution of the Company's Board of Directors (Minutes No. 33 dated June 16, 2023) is an organizational and legal basis for operating the Issuer's risk management system. This document defines the basic principles of organization, implementation and control of risk management processes in the Company. The Policy outlines primary actions for building a risk management system.

      Clauses 1.9.1-1.9.12 below contain the analysis of the most significant risks that may affect the Issuer's activities. In case of any risk(s) the Issuer will take all reasonable measures to mitigate negative consequences of risk effects. To eliminate some risks, the Issuer took a range of protection measures and developed risk-specific response plans.

      However, it should be noted that the Issuer admits the existence of other currently unknown to the Company risks or risks which the Company considers to be minor ones. Uncertainty of the situation unfolded impedes the preliminary development of adequate risk-specific measures, thus parameters of the measures taken will depend to a greater extent on each specific situation. However, the Issuer will not guarantee that the measures taken to eliminate unfavorable changes will remedy the situation as the above factors may be beyond its control.

      The anticipated industry growth dynamics is directly tied to the broader social and economic trends within the regions and industries of the Russian Federation.

      The demand for products of the Company's industry remains stable without any major fluctuations. However, there are risks of decrease in power consumption (mainly, in the industrial sector), which may result in lower revenue from grid services and degraded financial performance.

      Power transmission services are the main source of the Company's income. These services are delivered in 7 regions: the Saratov, Samara, Ulyanovsk, Penza and Orenburg regions, the Republic of Mordovia and the Chuvash Republic.

      Apart from the Company, the operation area of the regions hosts other major grid organizations operating within a specially assigned site:

      • in the territory of the Samara region: Samara Grid Company, JSC; ORES-Tolyatti, JSC; Kuybyshev Directorate for Power Supply - a business unit of Transenergo, a branch of Russian Railways, JSC; Samaraneftegaz, JSC;

        Transneft Electroset Service, LLC; Samara Electric Grid Company, LLC; Construction Energy and Communication, CJSC

      • in the territory of the Saratov region: Oblkommunenergo, JSC; Saratov City Electric Network Enterprise, JSC; Independent Power Grid Company (NESK), JSC; Eltreit, LLC; Territorial Electric Grid Company, LLC

      • in the territory of the Ulyanovsk region: Municipal Unitary Enterprise Ulyanovsk City Electric Network; Ulyanovsk Network Company, JSC; Aviastar - Joint Power Supply Enterprise, JSC; Energoprom GRUPP, LLC

      • in the territory of the Orenburg region: Gazprom energo, LLC; Orenburgkommunelektroset, JSC; South-Ural Directorate for Power Supply - a business unit of Transenergo, a branch of Russian Railways, JSC

      • in the territory of the Penza region: Penza Gorelektroset, CJSC; Kuybyshev Directorate for Power Supply - a business subdivision of Transenergo, a branch of Russian Railways, JSC; Gorelektroset (Kuznetsk), JSC; Network Company, LLC

      • in the territory of the Republic of Mordovia: Technical Firm Watt, JSC; Life Support Systems of the Republic of Mordovia, LLC; Mordovian Elektroset, JSC

      • in the territory of the Chuvash Republic: SUE ChR Cheboksary Municipal Power Grids; RES-Energo, LLC; EnergoSetRemont, LLC; Vektor, LLC.

      No raw material is required for core business of the Company, thus the Company is not affected by risks associated with fluctuation of prices of production raw materials.

      However, the Company may face a high risk of increased expenses associated with electric power purchase to compensate power losses in distribution grids which will result from liberalization of prices at the electric power wholesale market.

      Risks of changes in prices of materials, equipment and services involved in the Company's activities are mitigated by open tendering according to the Unified Procurement Standard of Federal Grid Company - Rosseti, PJSC (Procurement Regulation).

      Pursuant to the applicable law, any organization engaged in the provision of electric power transmission services shall be deemed to be a holder of a natural monopoly having no competition environment. The activities of such organization are subject to state regulation.

      Tariffs (prices) for the Company's services are set by regulatory authorities of the relevant constituent entities of the Russian Federation (Saratov, Samara, Ulyanovsk, Penza and Orenburg regions, the Republic of Mordovia and the Chuvash Republic) basing upon powers outlined in the Federal Law No. 35-FZ "On Electric Power Industry" dated March 26, 2003. Pursuant to this law, tariffs shall be valid at least 12 months. This validity

      period may be changed by the Decree of the RF Government, specifically according to regulations of FAS. Therefore, a minor risk of tariff changes during one financial year is possible.

    2. Country-specific and regional risks

      Risks related to the political and economic situation in the country and in the region

      Country and regional risks are primarily conditioned by macroeconomic factors existing at the global level and at the level of the Russian Federation and separate regions. The above factors may have an adverse impact on opportunities to raise debt funds, liquidity indices, investment and operating performance and, finally, on shareholder value of the Company.

      In 2024, the Russian economy growth exceeded expert expectations as regards a number of metrics, such as GDP growth rate, citizens income, and budgetary framework. At the same time, the challenges have also increased: tougher sanctions, falling global prices for key Russian export commodities, record-low unemployment in the country, the volatility of the ruble exchange rate, and inflation that has significantly deviated from its target. The Russian Government has taken a number of steps to mitigate the effects of sanctions, such as increased expenses for import substitution, support of domestic companies, and attempts to reorient trade relations from Western markets towards alternative markets.

      The Ministry of Economic Development predicts 3.9% GDP growth for 2024. The highest growth is recorded in industrial production, manufacturing, construction sector and wholesale trade. The average inflation for December 2024 amounted to 109,52% as compared to December 2023.

      Risks deriving from potential military conflicts, state of emergency and strikes occurred in the country and region.

      The Russian Federation is a multi-national state comprising regions with different levels of social and economic development. Thereby, one cannot exclude the risks of internal conflicts, including armed conflicts. Besides, the Company cannot exclude the risks associated with the potential announcement of the state of emergency in the regions where the Company's branches are located, and in the territory of Russia in general. Operations of the Company can be affected by acts of terrorism, both internal and external, that can also have a negative effect on investments and cost of valuable securities of the Company. In case of potential military conflicts or acts of terrorism, branches of the Company may encounter risks of damage to their fixed capital assets.

      Risks associated with geographic features of the regions of operations, including increased risk of natural disasters, potential transportation disruptions in remote and/or inaccessible locations, etc.

      In the regions where the Company operates, there is a risk of emergencies caused by natural disasters (storm winds, heavy rainfalls, floods, including river flooding, snowy drifts, etc.) that may result in power outages and transportation disruptions in affected regions.

      According to the Company's assessment, risks related to exposure to natural hazards are minimal.

      Risks associated with a potential collapse of transport infrastructure due to remoteness and/or inaccessibility are also assessed by the Company as minimal.

    3. Financial risks

      Interest risks and liquidity risks.

      The formed loan portfolio of the Company possesses the following characteristics, which make it possible to highly assess its quality. A wide range of creditors, including those with undrawn limits, allows the Company to make various decisions in terms of raising borrowed funds and reduce interest rates with competing offers from banks. Existence of registered bond issues facilitates necessary diversification of funding sources and provides the ability to use the optimal conditions for attracting borrowed funds as and when necessary. As a result, the Company has relatively low interest rates on the current loan portfolio.

      Given the sufficient level of free credit limit and existence of registered bond issues, credit risks will not have a significant impact on the Company's financial condition.

      In order to reduce the interest rate risk, the Company pursues a balanced credit policy aimed at optimizing the structure of the loan portfolio.

      Given the existing possibilities of raising funds under the concluded credit agreements and the absence of obligatory debt for maturity, the liquidity risk does not seem significant.

      Changes in interest rates under existing loan agreements and newly attracted credit resources in the current environment may lead to an unplanned increase in the cost of servicing the loan debt and, accordingly, an increase in the Company's costs. However, given the status and structure of the loan portfolio, the ability to raise funds through various crediting schemes, the existence of undrawn credit lines in the country's largest banks, the risks associated with changes in the interest rate will not have a significant impact on the Company's financial condition.

      Inflation-related risk.

      The Consumer Price Index (CPI) is used as one of the key indicators reflecting the level of inflation in the Russian Federation. Any changes in the CPI have material effect on financial and business activities of the Issuer.

      As the growth of electricity transmission tariffs is capped by being under the governmental control, tariffs cannot be changed depending on the fluctuating inflation rate. Besides, the Issuer's expenses vary with changes in the CPI and, while receiving income in rubles in a high-inflation environment, the Issuer experiences a depreciation of the real value of expected income.

      The estimated CPI dynamics based on data of the Federal State Statistic Service is shown in the table below:

      Period

      Inflation over the period*

      2024

      9,5%

      2023

      7.4%

      2022

      11.9%

      * according to the Federal State Statistic Service

      According to the Federal State Statistic Service (Rosstat), the inflation rate in the Russian Federation during 12 months of 2024 reached 9.5%. For reference, the inflation rate in 2023 was 7.4%.

      In such inflation rate, inflation-related risks are not likely to have any significant impact on the Issuer's ability to make payments under securities.

      Sensitivity of indicators specified in the Issuer's financial statements issued under the Russian Accounting Standards (RAS) to the above financial risks.

      The above financial risks have the greatest impact on the following indicators of financial statements:

      ‐ receivables - decrease in the actual value of receivables and increase in the amount of overdue receivables

      ‐ cash - decrease in the amount of free cash

      ‐ payables - failure to pay off the debt according to contractual conditions

      ‐ payable interests - increased cost of loan servicing

      ‐ net profit - decrease.

      To mitigate the above risks, the following measures were introduced:

      ‐ optimization of financial flows due to improved financial discipline

      ‐ development of budget policy and strict fulfillment of income and expenditure

      plan

      ‐ implementation of a smart credit policy of the Company, financing in accordance

      with the payment deadline pursuant to the terms and conditions of contracts and forwarding operating cash flow to reduce debt

      ‐ analysis of financial activities to find solutions for boosting profitability and cost efficiency, saving financial resources and improving the Company's financial stability

      ‐ optimization of cost management through reduction of expenses

      ‐ receivables and payables management

      ‐ intensification of claim-related activities with respect to overdue receivables

      ‐ maintenance of the corporate control over financial and business activities of the

      Issuer.

    4. Legal risks

The Company' activities are based on compliance with applicable laws of the Russian Federation, including currency, tax and customs laws and regulations. Besides, the Company conducts ongoing monitoring of changes in the legal framework.

According to the Company's assessments of its financial and business activities for the near-term future, there are significant risks associated with changes in the tax legislation, or foreign exchange control, or changes in the customs regulations and duties.

The legal risks of the Company may be caused by the specifics of the current legislation and the judicial system, which is expressed, in particular, in different judicial practice on the same issues, and interpretation of the legislation in general, conflict of legal norms, as a result of which there is a risk of subjective and arbitrary assessment by the judicial authorities of the facts of the Company's business activities and making tax payments by it.

In general, to minimize various legal risks, the Company carries out a mandatory preliminary legal analysis of planned corporate procedures, transactions, other aspects of financial and business activities stipulated by the law and/or the Articles of Association of the Company.

The Issuer does not export goods, works and services. In this regard, legal risks associated with the activities of the Issuer are possible only for the domestic market. In general, risks related to business of the Company are specified for most business entities operating in the territory of the Russian Federation.

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