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ROCA INDUSTRY
2025 ANNUAL
REPORT
Company listed on the
regulated market of the
Bucharest Stock Exchange
reglementată
a Bursei de Valori București,
Categoria Standard
1
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
CONTENT
2025 Directors’s Report P02
Sustainability Statement, part of
Directors’ Report P112
Consolidated financial statements P285
Separate financial statements P349
2
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
2025 Directors’ Report
3
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
CONTENTS
ISSUER INFORMATION ...................................................................................................... 4
MESSAGE FROM THE CHIEF EXECUTIVE OFFICER .................................................... 5
EXECUTIVE SUMMARY ...................................................................................................... 9
ROCA INDUSTRY ON THE CAPITAL MARKET .......................................................... 12
ABOUT ROCA INDUSTRY .............................................................................................. 17
BICO INDUSTRIES S.A. ................................................................................................... 19
EVOLOR S.A. ...................................................................................................................... 21
VELTADOORS S.A. ........................................................................................................... 23
DIAL S.A. ............................................................................................................................. 25
ELECTROPLAST S.A. ....................................................................................................... 27
KEY EVENTS IN 2025 AND BEYOND ........................................................................... 30
CORPORATE GOVERNANCE ......................................................................................... 39
OUTLOOK ON THE ACTIVITY OF ROCA INDUSTRY ............................................... 48
ANALYSIS OF CONSOLIDATED FINANCIAL RESULTS .......................................... 56
INDIVIDUAL FINANCIAL RESULTS ANALYSIS ......................................................... 69
KEY RISKS .......................................................................................................................... 75
CORPORATE GOVERNANCE PRINCIPLES ................................................................ 79
MANAGEMENT STATEMENT ....................................................................................... 111
Disclaimer: The financial figures presented in the descriptive part of the report, expressed in millions of lei, are
rounded to the nearest whole number and may lead to small differences in regularization.
4
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
ISSUER INFORMATION
INFORMATION ABOUT THIS FINANCIAL REPORT
Type of report
2025 Directors’ Report
Pentru exercițiul financiar
01.01.2024 – 31.12.2024
Date of publication of the report
28.04.2026
ISSUER INFORMATION
Name
ROCA INDUSTRY HOLDINGROCK1 S.A.
Tax Code
RO 44987869
Trade Register Registration Number
J2021016918408
Registered Office
Str. GARA HERĂSTRĂU, Nr. 4, CLĂDIREA A, Etaj
3, Sectorul 2, București
SECURITIES INFORMATION
Subscribed and paid-up capital
Lei 248,672,220
Market where securities are traded
BSE regulated market, Standard Category
Total number of shares
248,672,220
BSE Symbol
ROC1
CONTACT DETAILS FOR INVESTORS
Telephone number
+40 745 323 652
Email
investors@rocaindustry.ro
Website
www.rocaindustry.ro
The financial statements for 2025 presented in the following pages are audited.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
MESSAGE FROM THE CHIEF
EXECUTIVE OFFICER
Dear shareholders,
Roca Industry turns 4 and a half years since its founding. We have
gone from zero to 12 factories in 3 countries, EUR 130 million in
turnover, over 1,000 employees, inclusion in the MSCI and BetPlus
indices, a 10 out of 10 VEKTOR score, and so on. We have raised just over EUR 15 million
from shareholders and used it to acquire companies worth over EUR 80 million
This is a journey that few have replicated in Romania. The model of a holding company that
consolidates mature businesses through LBO, with a harvest horizon, does not fit easily into
standard valuation frameworks and the conglomerate discount at which we are valued
reflects this structural reality, beyond our actual results.
A new CEO mandate. Even though the person writing these lines is not new, the current
Board of Directors was only appointed last autumn. We laid the foundations. Now we are
entering the stage of reaping the fruits.
Every year, we have set ourselves ambitious objectives. We did not always deliver in full
according to plan, but these milestones contributed decisively to our maturation as an
organization. Today, more than ever, we are confident that we can deliver on the results we
have committed to. This confidence is not grounded in a more favorable context, but in the
experience we have accumulated, the infrastructure we have built, and the lessons we have
learned, sometimes at significant cost..
Roca Industry is only 4 and a half years old, having been founded in the autumn of 2021.
We are at the same time one of the largest and one of the youngest companies listed on the
BSE. The figures I mentioned above speak for themselves. We have grown rapidly, taken on
very significant debt, and improvised a great deal. It is a path that not many have walked, a
path on which we have certainly made mistakes as well, but a model whose fruits we are
now preparing to harvest.
Bico Industries is the first company with which we started out, contributed to capital by the
majority shareholder prior to the private placement. Bico began 2021 as a local company,
with 2 factories in Romania, 175 employees, and a turnover of under EUR 11 million.
Meanwhile, it has become the largest producer of fiberglass mesh in CEE, ranked 3rd in the
EU, with 5 factories in 3 countries, almost 400 employees, and a turnover more than 3 times
higher. Today we export over 60% of our production and have managed to conclude a series
of very important partnerships from listings in DIY chains in Germany and Croatia, to
inclusion in the thermal insulation systems of the leading European players.
Evolor is an example of transformation in a short period of time. In 2022, Evolor was ranked
7th in the market, with nearly 80% exposure to a single DIY client, an old factory, with
structural and operational limitations typical of the time, in which many processes were still
6
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
carried out manually from handling and dosing packaging to sealing it. After 3 years, we
have moved up to 4th place in the market, doubled our turnover, reduced exposure to the
main client to below 50%, we have a new fully compliant factory (although we have not
managed to move all sections), we have production lines and robots (for the sections moved
to the new location), we are present in 3 DIY chains, we have developed new sales channels
(traditional trade, direct distribution, B2B, online), and we have also initiated some export
partnerships.
Velta Doors is the largest door manufacturer in Romania and the company with the largest
production capacity in SEE, of almost 1.5 million doors per year. Formed through the merger
of Eco Euro Doors from Reghin and Workshop Doors, also from Reghin, Velta Doors is by
far Roca Industry's largest investment. The strategic rationale for this transaction was
straightforward. Eco Euro Doors was listed in the main DIY chain in Romania, while
Workshop Doors was listed in the other 3, plus the largest one in Hungary. The two
companies had 3 factories within a 5 km radius of each other. Although both companies
produced all 3 categories of interior doors (painted, foil-wrapped, and paint-ready), the
products were complementary in terms of models and positioning. Building on these
elements, we have managed to become leaders in the production of ribbed panels and
acoustic panels as well. Furthermore, we have continued our international expansion and
have begun delivering to other international networks, namely 2 DIY chains in Greece and
one in Germany.
Dial is the smallest company in the portfolio and the one in which we have managed to
implement the fewest transformations. Nevertheless, it should be noted that we are the sole
domestic producer of plastified fencing, that in 2025 we managed to list in a second DIY
chain, and that we supply fencing for various representative projects, such as the A2
motorway, the Craiova–Pitești expressway, Dinamo stadium, and the M6 metro line.
Electroplast was initially acquired by Roca Investments, the majority shareholder of Roca
Industry, from one of the largest cable manufacturers in Italy, ICC an example of buying our
industry back. Prior to that moment, Electroplast had recorded a profit in only 1 of the
previous 6 years and was in a negative spiral. After a successful turnaround and return to
profitability, the company was acquired by Roca Industry in June 2023. Over these 2 and a
half years, we have managed to double EBITDA and grow net profit by more than 6 times.
But most importantly, we achieved this in parallel with the factory's retooling program. We
acquired a company with a strong market reputation and significant technological know-
how, but with equipment dating from the 1970s. Today, having preserved everything that
was good (including the company's founder, who, although no longer a shareholder, serves
as Chairman of the Board), we have what is probably the most modern factory in the country,
as a result of investments exceeding EUR 12 million, of which over EUR 8 million in the last
2 years alone.
We have come a long way and it has not been easy. We have laid solid foundations for what
comes next. And since I said this message is about the future, I would like to focus more on
what we are aiming for.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Roca Industry
There are a few points I repeat, because they are relevant. First, I repeat that we have moved
from the phase of accelerated construction and development (whether through M&A or
CAPEX) to the consolidation phase. This comes with several changes, including in terms of
results.
Perhaps most importantly, the debt of our companies has entered a downward trend. The
phase of taking on loans for development is largely complete and we are now in a period of
net repayment. This means that interest costs are declining, principal to be repaid is
declining, and the total debt outstanding is also declining.
Another aspect that is very important for shareholders is that of dividends. We have
repeatedly stated that the Roca Industry model is one of using profits for accelerated growth,
and also that the LBOs used for growth prevent us from paying dividends in the early years.
Today we can say that we are approaching the dividend distribution stage. To the extent
that we meet our 2026 budget, we estimate that 3 of the 5 companies (Bico, Electroplast,
and Velta) could distribute dividends to ROC1 as early as 2027. For us, this is an extremely
important milestone: the harvesting stage, in which shareholders begin to reap the rewards
of their investment.
Bico Industries is in the final stage of its investment plans. By the end of the third quarter,
we will complete the restructuring of the thermal insulation mesh division. This means we
will finish construction of the new warehouse in Vulcanești, Republic of Moldova, and the
relocation there of operations from Vaslui and Chișinău. Through this action, we complete
the centralization of all operational flows for this type of mesh in the location with the
greatest potential, which also benefits from the fiscal incentives of the Vulcanești free zone,
as well as exemption from anti-dumping duties on imports from China the duties that hurt
us so badly when production was centered in Vaslui. Additionally, by year-end we will also
complete the new warehouse in Piatra Neamț, into which we will relocate the production
lines from Lithuania. The goal is the same to streamline operational flows and reduce the
share of indirect costs.
Evolor is also a company that has reached maturity. Its market positioning is finalized, the
main distribution channels are set up, and most of the investments have already been made.
The construction of a new warehouse at the new location, for moving the remaining sections,
remains for 2027, but the financial effort will be smaller than what has already been
undertaken.
Velta Doors has a maximum production capacity of almost 1.5 million doors per year, against
a current output of approximately 400,000 doors per year. This means that here too the
investment phase is complete, and we will focus on the accelerated growth of our client
portfolio, starting from the 8 DIY players in which we are already present.
Dial is the company from which we continue to expect linear progress, with repayment of
LBO debt and, eventually, the monetization of one of its warehouses, which today is a non-
core asset valued at over EUR 3 million more than half of its net bank debt.
8
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Electroplast is on the most predictable trajectory of all, and is also the company with the
best track record of meeting budget targets. As we have said before, by 2029, after
completing the final investment phase of EUR 3 million, we hope to exceed a turnover of
EUR 100 million and an EBITDA of EUR 9 million.
At the consolidated level, we have budgeted 2026 to be the best year in the holding's history:
the highest turnover, the highest EBITDA, the highest net profit. It was a budget published
before the conflict in Iran, which now, after a month of war, we do not feel the need to adjust.
We are confident that the first-quarter results, which we will publish in a month, will cement
this confidence. Furthermore, meeting the budget will also mean a return to profitability for
the holding.
Four and a half years. Twelve factories. Five companies as part of the holding. And, perhaps
most importantly, a team that has learned to do things better every time. We are grateful for
the trust placed in us and fully aware of the responsibility we carry toward each shareholder.
We enter the harvesting phase with the conviction that Roca Industry's best results are yet
to come.
Ioan-Adrian Bindea
Chief Executive Officer
9
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
EXECUTIVE SUMMARY
From growth to sustainable consolidation
The 2025 annual report of ROCA Industry Holdingrock1 S.A. includes a brief history of the
company and its subsidiaries, presents the evolution of ROC1 shares on the capital market,
explains the Company’s consolidated and individual financial results, and outlines corporate
governance aspects, strategy, and prospects for 2026.
The year 2025 was influenced by trade tensions between the US, China, and the EU, as well
as the expansion of the European Union’s trade defense measures against imports of
Chinese products, volatility in energy and raw material prices, and declining consumer
demand in the main Western European markets. Despite these external factors and their
negative impact on the financial performance of some of the holding’s companies,
investments continued and concrete actions were carried out for innovation and the
expansion of regional presence.
From operational and commercial perspective
✓ Electroplast completed the second stage of its investment plan and achieved a
turnover increase of over 20% and nearly tripled its profit, strengthening its
competitiveness through technological upgrades.
✓ BICO Industries recorded visibly improved results in the last months of the year
following internal restructuring measures and the partial relocation of production to
the Republic of Moldova, significantly reducing losses from the first part of the year.
✓ Evolor maintained a positive performance despite market contraction, expanding its
presence in the Republic of Moldova and into new distribution channels.
✓ VeltaDoors continued its growth in the DIY and premium segments, improving
quality and operational efficiency.
✓ Dial doubled its export sales and became a supplier for a new DIY chain,
strengthening its reputation in the certified and sustainable products segment.
ROCA Industry ends 2025 with a consolidated operational portfolio, a high level of
implementation of investment projects, and a clear strategy for 2026: optimizing
performance, increasing profitability, and taking concrete steps toward delivering value to
shareholders.
2025 in figures, at consolidated level:
In 2025, turnover increased by 5.1% compared to 2024, reaching RON 629.6 million,
generated exclusively by the holding’s operating companies. Revenues improved compared
to the 6-month period of 2025, (-1.1% vs. the same period of 2024) and Q1 2025 (-4.4%
vs. Q1 2024), confirming the effects of operational efficiency measures and investment
projects implemented in the first part of the year. The growth was mainly supported by the
performance of Electroplast and Evolor, as well as the gradual recovery of BICO Industries
10
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
following the partial implementation of the operational restructuring program across
production centers.
Consolidated EBITDA amounted to RON 43.2 million (EBITDA margin of 6.9% of turnover),
compared to RON 63.4 million in 2024, with all companies contributing positively to this
result. The figure also includes the impact of ROCA Industry, which, as a holding company,
does not generate operational revenues. Excluding ROCA Industry, consolidated EBITDA in
2025 reached RON 51.4 million (vs. RON 71.1 million in 2024). BICO’s results had a
significant negative impact, mainly due to anti-dumping duties on imports of fiberglass yarn
from China, which increased raw material costs (additional cost of approximately RON 6
million) and could not be passed on to selling prices. Excluding BICO’s impact, the difference
would have been RON -4.6 million, representing only a 9% decrease.
IFRS Profit and loss
indicators
2025 results (RON thousands)
2025
EBITDA
margin
2025 net
results
margin
2025 vs 2024 variation
Turnover
EBITDA
Net
result
Turnover
EBITDA
Net result
EVOLOR
105,418
14,420
4,261
13.7%
4.0%
3.4%
20.5%
43.9%
BICO group
150,586
7,214
(12,027)
4.8%
-8.0%
-8.5%
-64.4%
N/A
DIAL
64,487
4,256
(10,270)
6.6%
-15.9%
-3.0%
-40.0%
N/A
ELECTROPLAST
215,462
16,064
3,159
7.5%
1.5%
28.6%
42.3%
181.4%
VELTA DOORS
93,550
9,454
(6,045)
10.1%
-6.5%
-5.1%
-53.8%
N/A
Companies total
629,503
51,408
(20,922)
8.2%
-3.3%
5.1%
-27.7%
N/A
ROCA Industry
-
(8,169)
(10,663)
N/A
N/A
N/A
-7.4%
-11.7%
Consolidated total
629,503
43,239
(31,585)
6.9%
-5.0%
5.1%
-31.9%
N/A
Below the EBITDA of RON 43.2 million, several elements contributed to the net loss of RON
31.6 million (compared to a net profit of RON 5.9 million in 2024), the most significant being:
- depreciation and amortization expenses (RON 32.1 million, +6.0% vs. 2024), driven
by additional amortization following the full acquisition of Workshop Doors and by
investments made to expand production capacity and improve operational efficiency.
- A significant additional impact stems from the recognition of carrying value
adjustments (RON 10,6 million) for a portion of the intangible assets identified in the
Bico,Velta and Dial acquisitions. The adjustments were determined by an
independent ANEVAR-authorized valuator, following the annual valuation process
and the preparation of the purchase price allocation (PPA) report, against a backdrop
of conditions less favorable than those estimated at the time of the acquisitions
(future market conditions, execution of strategic plans, materialization of planned
synergies and capacity expansions, raw material and energy price trends, foreign
exchange rates, the trajectory of inflation in Romania, and the determination of an
appropriate discount rate). Accordingly, management decided to recognize the value
adjustments, grounding its decision in the conclusions of the independent valuator.
- financial expenses (RON 24.0 million).
In the context of strengthening its financial position, long-term debt as of December 31,
2025 amounted to RON 181.1 million, decreasing by 6.6% compared to 2024, mainly due
11
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
to repayments of amounts due during the year. The Group continued the process of
optimizing its financing structure.
At the end of 2025, the level of bank loans (RON 202.5 million) decreased by approximately
24.4% compared to the previous period, following repayments made in line with contractual
schedules and prudent cash flow management.
2025 in figures, at standalone level
ROCA Industry, as a holding company, continues to generate revenues mainly from
dividends and interest related to loans granted to portfolio companies.
In 2025, the company recorded financial revenues of RON 10.6 million (RON 6.2 million
dividends and RON 4.4 million interest). Operating expenses of RON 8.4 million include
ongoing operating costs, personnel expenses, management fees, and consultancy services,
slightly increasing compared to the previous year due to expanded reporting and compliance
requirements for a company listed on the regulated market.
Additionally, a one-off element during the year was a value adjustment totaling RON 11.7
million, resulting from the impairment adjustment in respect of participations held in in BICO,
DIAL and VELTA (non-cash item). These impairment losses were recorded following an
impairment test performed by an authorised independent valuer and represent a non-cash
adjustment who determined an impairment adjustment existed for BICO and DIAL
participations. Regarding impairment loss recorded for Velta, the adjustment was based on
internal management assesment, based on the model in the valuaiton reports. In the next
period, the holding's management will make every effort to fulfil the conditions required for
the reversal of these entries. Over the medium term, the expectation is that, by implementing
optimization and other operating efficiency increase measures, the value adjustments may
be reversed, depending on the evolution of results and market conditions.
Financial expenses increased by 20.6%, mainly due to the negative impact of exchange rate
fluctuations, while interest expenses related to contracted loans remained at the level
recorded in 2024.
Overall, at standalone level, ROCA Industry ended the year with a net loss of RON 11.8
million (RON 75 thousand prior to the value adjustment), compared to a net profit of RON
9.8 million in 2024. The difference, in addition to the negative adjustment mentioned above,
is also due to additional income recorded only in 2024, amounting to RON 8.7 million,
resulting from the reversal of a value adjustment recorded for the BICO shareholding in
2022, when an impairment of RON 12.4 million had been recognized (RON 3.7 million was
reversed in 2023).
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
ROCA INDUSTRY ON THE CAPITAL
MARKET
ROCA Industry is listed on the main market of the Bucharest Stock Exchange and pursues
an active strategy to increase visibility, liquidity, and attractiveness for both retail and
institutional investors.
The company entered the capital market in January 2022 through its listing on the AeRO
market, just a few months after its establishment. This stage aimed to ensure access to
capital, transparency, and reporting discipline at an early stage of the holding’s development.
Starting March 11, 2024, ROCA Industry shares have been traded on the regulated market
of the Bucharest Stock Exchange, Standard category. They have been included in the BET
Plus index since September 2024 and were added to the MSCI Frontier IMI and MSCI
Romania IMI indices starting March 1, 2025, with index composition reviewed periodically.
The transfer to the main market and inclusion in indices reflect the maturity of the group
structure, the growth in operational scale, and alignment with higher standards of
governance and reporting.
As of December 31, 2025, ROC1 shares were held by over 850 shareholders, compared to
831 shareholders as of December 31, 2024, including both legal entities and individuals. The
shareholding structure of ROC1, according to information provided by the Central
Depository, is as follows:
Shareholding structure as of 31 december 2025
Number of shares
Value (RON)
Total %
ROCA Investments SA
164,223,340
164,223,340
66.04%
Other shareholders
84,448,880
84,448,880
33.96%
Total
248,672,220
248,672,220
100%
The total trading volume in 2025 (excluding deal transactions) amounted to 11.2 million
shares, with a daily average of 51.1 thousand shares, compared to a total volume of 19.9
million shares and a daily average of 110.1 thousand shares traded in 2024, the first year in
which the company was listed on the main market. Thus, the median daily volume during
this period was 17.7 thousand shares, half the level recorded in 2024. During the same
period, a record daily trading volume of 777 thousand shares was recorded.
Throughout 2025, ROC1 shares reached a maximum price of RON 0.855 on January 30,
2025 and a minimum price of RON 0.630 on July 9, 2025, with a weighted average price
excluding deal transactions of RON 0.723.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Daily volume and closing price of ROC1 shares during the period January 1, 2025 to
December 31, 2025 excluding deal transactions
The year 2025 brought high volatility to the capital market. The macroeconomic context in
the first quarter led to a cautious investment appetite, influenced by persistent uncertainties
in the fiscal and budgetary environment and by volatility generated by the electoral calendar,
resulting in significantly reduced liquidity. Following the elections in May, and especially after
the summer months, the upward market trend became particularly strong, with the market
entering a phase of accelerated growth.
Thus, in 2025, the main market index, BET, recorded a remarkable increase of 46% by year-
end, reaching an all-time high of 24,438.89 points. This evolution was the strongest in
approximately the last 15 years and one of the highest increases globally.
Despite the performance of the indices, the local capital market remains at a relatively low
level of maturity compared to capital markets in the region. Liquidity on the main market,
although increasing, with total traded value up 20% in 2025 compared to 2024, remains
significantly lower than that of other markets, which makes large institutional investors more
reluctant to invest on the Bucharest Stock Exchange.
INVESTOR RELATIONS
In 2025, ROCA Industry’s investor relations activity continued to focus on increasing
transparency and strengthening investor confidence.
Throughout the year, the company maintained a constant and open dialogue with the capital
market, using both its regular communication channels and active participation in investor-
focused events. The periodic newsletter remained an essential information tool, and each
financial reporting was accompanied by dedicated conferences accessible to investors.
During these interactions, the investor relations team transparently presented the company’s
development strategy, financial performance, and outlook.
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2025 ANNUAL REPORT
At the same time, ROCA Industry continued its efforts to strengthen corporate governance.
Measures were implemented to align with the new Bucharest Stock Exchange Corporate
Governance Code. Additionally, in December, shareholders approved the initiation of a share
buyback program, which is expected to be carried out during 2026. The purpose of this
program is to repurchase ROCA Industry shares either for cancellation and share capital
reduction, or for allocation within a Stock Option Plan designed to align the interests of the
management team with those of shareholders and to support long-term performance.
A relevant element in assessing the quality of investor communication is the score obtained
by ROCA Industry in the VEKTOR by ARIR evaluation, an indicator used in the Romanian
capital market to measure transparency, reporting quality, and investor relations. In 2025,
the company achieved the maximum score of 10 out of 10, confirming its alignment with
best practices in the field. This evaluation is particularly relevant for investors, as it provides
an independent and standardized benchmark regarding the level of transparency and quality
of communication of listed issuers. In the context of the Romanian capital market, where
consistency and predictability in communication are essential factors for attracting capital, a
maximum score contributes to increasing the company’s visibility and strengthening investor
confidence, both locally and internationally.
Additionally, to ensure a high level of transparency, the company consistently published
reports and communications through the Bucharest Stock Exchange and the Financial
Supervisory Authority, which are also available on the company’s official website.
DIVIDEND POLICY
In line with the Corporate Governance principles applicable to issuers the securities of whom
are traded on the main market operated by Bucharest stock Exchange, Roca Industry
adopted a dividend policy as a set of guidelines for the distribution of net profit.
The principles of the policy take into consideration the holding’s business model. ROCA
Industry invests as majority shareholder in average sized companies that do not have access
to the capital market or institutional investors to finance their growth, such companies
subsequently following a transformational process intended to streamline and enhance
performance, with the purpose of becoming regional leaders. In most cases, the structuring
of acquisitions involves the establishment of special purpose vehicles (SPVs), which are set
up to provide the necessary financing structure for the respective transaction. Through the
SPV, the acquisition of the new company is carried out using structured financing in the form
of a leveraged buyout (LBO), with minimum 50% funded through bank financing and the
remainder from the holding’s own resources. Following the transaction, in accordance with
the credit facility agreement, the acquired company prioritizes the repayment of the bank
loans.
Therefore, after an estimated period of 5-6 years, the companies reach a level of integration
in the holding and development that enable to significantly reduce the financial debts
(necessary for their purchase by the holding, and the investments for operational efficiency).
A level of profitability is also reached enough to ensure a high level of dividends distributed
to the shareholders (over 50% from the distributable net profit, the difference being kept in
the company for further investments).
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On medium term, ROCA Industry has therefore the purpose of building a robust portfolio of
companies meant to bring a positive impact in the economy and contribute to the
industrialisation of Romania, also generating time and value for its shareholders.
The relevant principles with reference to the dividend policy are set out below:
• The company recognizes the rights of shareholders to be remunerated through
dividends, representing the participation in the net profits accumulated from operations
as well as the remuneration of the capital invested in the company.
• Dividends are distributed from the Company’s net distributable profit based on the
individual audited annual financial statements and/or from Company’s other items of
equity, and not from the net profit according to the annual audited consolidated financia l
statements.
• The dividends distributed and paid by the Group’s Subsidiaries in year N (related
to year N-1 results of the Subsidiaries) are recorded as finance income in
Company's individual financial statements in year N and thus constitute the source of
the net result from which the Company proposes and pays dividends to its shareholders
in year N+1 (related to the Company’s result of year N).
• Profits obtained by the Company through the collection of dividends from the
Subsidiaries will be directed both to the distribution of dividends to the Company's
shareholders and to the financing of development plans, as needed.
• The company proposes to reward its shareholders also by granting free shares, following
the capitalization of part of the net profits earned by the company.
• The proposal for the distribution of dividends, in the form of free shares or cash, including
the rate of distribution, will be made by the Company's Board of Directors, subject to the
approval of the General Meeting of Shareholders, adopted in accordance with the law.
In selecting a certain dividend pay-out ratio according to the dividend policy, the Board of
Directors shall take into consideration the following:
• reducing the fluctuations in dividend yield from one period to the next, as well as the
absolute dividend per share value;
• Company’s investment needs and opportunities;
• contributions of non-monetary items to net reported profit, if the case;
• financial resources available for dividends payment as well as the Company’s
indebtedness;
• setting up a dividend yield comparable to other listed companies in the industry or related
sectors.
Any change in the dividend policy will be communicated to investors, and any interested
party will be able to access it on company’s website at the link Corporate Governance |
ROCA Industry.
Established in September 2021, ROCA Industry holding mainly recorded operating
expenses aimed at making the holding functional. The profit generated by the Company in
2024 was allocated to cover losses carried forward from previous years, therefore no
dividends were distributed to shareholders during 2025.
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Regarding 2026, the Holding will not receive dividends from its subsidiaries for 2025, nor
will it distribute dividends, as it has recorded no distributable profit.
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ABOUT ROCA INDUSTRY
ROCA Industry HOLDINGROCK1 S.A. (“ROCA Industry” or the “Company”) is a Romanian
industrial holding that brings together, under an integrated structure, five companies
producing construction materials, actively contributing to the consolidation and development
of this strategic sector for Romania’s economy.
The holding aims to develop an industrial ecosystem made up of Romanian companies with
strong brands and regional expansion potential. Through its integration model, ROCA
Industry seeks to create operational, financial, and commercial synergies among its portfolio
companies, accelerating their transformation process and sustainable scaling.
The Company acts as a holding and strategic coordination vehicle, without direct operational
activity, implementing its business directions through its five directly owned subsidiaries,
acquired over a period of three years.
The portfolio was built in stages, with part of the acquisitions carried out through a dedicated
investment vehicle (SPV – Special Purpose Vehicle). The financing structure used was of the
Leveraged Buyout (LBO) type, whereby minimum 50% of the value of an acquisition was
financed through bank loans contracted by the SPV, with the remainder coming from the
holding’s own resources. The assets of the acquired companies thus served as collateral for
the credit facility, allowing the limitation of exposure at group level and the protection of the
existing portfolio. Following the completion of these transactions, in accordance with the
terms of the credit agreements, the acquired companies merge with the respective SPVs –
three such investment vehicles have already been absorbed in 2022 and 2023. This
structure enabled ROCA Industry to build its portfolio with a relatively low initial investment,
maximizing return on equity (ROE). During the repayment period of the bank facilities,
dividend distributions to the parent company are limited or non-existent.
Currently, ROCA Industry is focused on the operational consolidation of the group,
optimizing the performance of each subsidiary, and leveraging synergies among the portfolio
companies. At the same time, the holding remains open to new acquisitions, provided they
align with its sector consolidation strategy and the market context.
Currently, ROCA Industry’s portfolio includes five companies:
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• BICO Industries S.A. (~60% of the share capital), a producer of fiberglass mesh and
reinforcements, with operations in five production centers, two in Romania (Piatra
Neamț and Vaslui), two in the Republic of Moldova (through Terra), and one factory
in Lithuania (through Iranga)
• EVOLOR S.A. (~100% of the share capital), a manufacturer of paints, decorative
plasters, and complete finishing systems for construction
• ELECTROPLAST S.A. (~100% of the share capital), a producer of low-voltage
electrical cables made of copper and aluminum
• DIAL S.A. (~100% of the share capital), a manufacturer of welded mesh panels,
woven fencing mesh, and welded and galvanized fencing mesh
• VELTADOORS S.A. (~100% of the share capital), a company specialized in the
production of doors for residential construction, acoustic and decorative MDF panels.
These companies operate in complementary segments of the construction materials
industry, generating a balanced and diversified portfolio with extended regional presence
and a solid industrial base.
Currently, ROCA Industry is undergoing a phase of operational and internal efficiency
consolidation, following a period of accelerated investments and expansion at both national
and regional level. Through its portfolio-level plans, the company aims to maximize
profitability and create sustainable value for shareholders.
The evolution of the companies in 2025 is presented below.
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BICO INDUSTRIES S.A.
One of the most important producers of mesh and technical fabrics in Europe, with more
than two decades of experience in the industry.
BICO Industries S.A. was established in 2006, and ROCA Industry currently holds a majority
stake of 60% of the share capital. The company is in a consolidation phase, with a business
model focused on industrial production, exports, and the continuous development of a high
value-added product portfolio.
The BICO Group produces fiberglass mesh for ETICS systems (External Thermal Insulation
Composite System), mesh and technical fabrics for industrial applications, as well as profiles
and corner beads with reinforcing mesh. The Group’s installed capacity exceeds 80 million
square meters annually. Operations are carried out under the BICO and Terra brands,
through five production centers, two in Romania (Piatra Neamț and Vaslui), two in the
Republic of Moldova (through Terra), and one in Lithuania (through Iranga).
The product portfolio covers both residential construction materials and advanced industrial
applications, and the company is recognized for its technological flexibility, product
customization capabilities, and compliance with European quality and sustainability
standards. BICO is a member of the European Association of Technical Textiles Producers
and aligns its activity with the objectives of the European Green Deal.
In 2025, the activity of the BICO Group was strongly influenced by the macroeconomic
context and changes in the regulatory framework at European level, particularly by the trade
defense measures introduced by the European Union against imports of raw materials from
Asia.
Starting from the end of 2024 and throughout 2025, the application of a 56.1%
countervailing duty on imports of fiberglass yarn from China had a significant impact on
production costs. Production costs at the Vaslui factory increased by 18%, an increase that
could not be passed on to selling prices due to pricing policies applied by competitors not
affected by these measures, competitors located in nearby non-EU countries such as Kosovo,
Serbia, Moldova, and Morocco. This situation generated additional pressure on operating
margins, against the backdrop of a raw material shortage at European level and competition
from non-EU producers not subject to the same fiscal constraints.
In response, in 2025 BICO initiated a broad operational restructuring process focused on
efficiency, digitalization, and adapting the production structure. Key directions included the
relocation of certain activities from Romania, the modernization of units in the Republic of
Moldova, and the optimization of the fiberglass mesh division for thermal insulation systems.
This program was implemented at a level of 70% and is expected to be completed in 2026,
with the first positive operational effects becoming visible in the second half of the year.
From a commercial perspective, in 2025 the company maintained its focus on increasing
market presence, with sales distributed approximately 63% export and 37% domestic. The
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company experienced a decrease in demand in some traditional European markets but
partially offset this impact by diversifying sales channels and opening new ones. By the end
of the year, management activated, for 2026, commercial relationships with two of the most
important thermal insulation system producers in Germany and with a major DIY retail chain
in the EU.
At the same time, the technical textiles division continued to show solid performance,
reaching a record level of operating profitability in 2025, supported by the launch of the new
BICOtwin product range, designed for reinforcing bituminous membranes and cement
boards.
PRODUCT PORTFOLIO
Following the accumulation of experience and expertise in the field, the BICO Group
has a wide range of products, which includes:
Fiberglass mesh for thermal insulation systems, BICOmesh, a product intended for
reinforcing composite thermal insulation systems (ETICS) based on mineral wool, expanded
polystyrene, or other types of insulation boards.
Products in this range are E-glass fiberglass fabrics with special properties that provide high
tensile strength and long-term resistance in alkaline environments. They are used for
reinforcing both interior and exterior plasters, with the purpose of strengthening external
thermal insulation composite systems and preventing plaster defects.
Fiberglass/polyester mesh for other industrial materials, BICOscrim, a product specially
designed for reinforcement and dimensional stabilization, through lamination, of industrial
products.
This product, made from continuous filament glass yarns arranged in an open mesh structure
and chemically bonded together, is specifically designed for industrial products that require
substantial improvement in mechanical properties, ensuring high tear resistance and precise
control of elasticity in the final material.
Fiberglass mesh in this category is suitable for use in lamination processes typical for the
production of materials composed of two or more laminated layers, such as roofing
membranes, plastic membranes, roofing foils, aluminum foils, thermal insulation materials,
and other materials prone to tearing, such as nonwoven materials, foils, films, and paper.
Composite reinforcements made of two layers, BICOtwin, is a composite product obtained
through the lamination of nonwoven mesh onto nonwoven materials or foils.
With high resistance to delamination, these fiberglass reinforcements are designed for
strengthening and dimensional stabilization of bituminous and plastic membranes used in
both industrial and residential buildings.
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Profiles with fiberglass mesh represent a product range that includes L-shaped profiles
made of PVC or aluminum with fiberglass mesh, used for reinforcing, protecting, and
finishing external corners of surfaces covered with various types of plaster.
The fiberglass mesh on PVC or aluminum corner profiles facilitates their integration into
plaster layers, providing flexibility during installation and durability of the finished corners.
COMPETITIVE DIFFERENTIATION
EVOLOR S.A.
One of the leading players in the paint and varnish production industry, with over 30
years of experience on the market
EVOLOR S.A. has been wholly owned by ROCA Industry since December 2021 and is
currently in a consolidation phase, following the successful completion of the transformation
process initiated at the time of its inclusion in the holding’s portfolio. The company
specializes in the production of washable paints, decorative plasters, enamels and varnishes
based on water or with rapid drying, primers, thinners, adhesives, and colorants. Production
activity is organized into seven main units, distributed across two locations in Vâlcea County,
with products primarily targeting the domestic market, focusing on the residential sector.
Through its two commercial brands in the portfolio, STICKY and CORAL, the company
addresses the full spectrum of consumers, from the economic and mainstream segments to
the premium segment. EVOLOR products are mainly distributed through DIY retail chains,
traditional trade, B2B channels, and to a lesser extent through exports. All products
manufactured by the company comply with EU regulations regarding volatile organic
compound levels and are technically approved by the Ministry of Development, Public Work s
and Administration through the Permanent Technical Council for Construction. In addition,
all Sticky and Coral products containing biocidal ingredients are approved by the Ministry of
Health through the National Commission for Biocidal Products.
Bico is one of the largest producers of fiberglass mesh in Europe and the only domestic
manufacturer of fiberglass reinforcements. With a constant focus on innovation, development,
and optimization, we have established a versatile technological park that allows us, through close
cooperation with our clients, to develop products tailored to their individual requirements.
Whether it's fiberglass mesh for reinforcing ETICS systems, fiberglass mesh for reinforcing
industrial products through lamination, laminated fiberglass reinforcements that combine the
properties of their component layers (non-woven fabric and fiberglass mesh), or other related
products such as fiberglass mesh profiles and composite solutions created by laminating mesh
onto non-woven materials, foils, films, or paper—Bico's production technologies are specifically
implemented to ensure compliance with the highest quality standards in the technical textiles
industry and allow us to continuously develop a diverse product portfolio.
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In 2025, EVOLOR’s activity took place in a still challenging market context, marked by the
prolonged contraction of the paints and varnishes market, socio-political instability, and
austerity measures adopted at national level, which negatively impacted consumer demand.
In this context, the company continued implementing the strategic actions initiated in
previous years, managing to maintain a positive evolution of its operational performance.
From a commercial perspective, EVOLOR focused on diversifying and innovating its product
portfolio. During the year, previously launched product ranges were consolidated and new
high value-added products were introduced, including the Coral Effetto range, as well as the
licensed Coral Barbie and Coral Hot Wheels ranges, aimed at expanding into new customer
segments and additional distribution channels. These initiatives contributed to improving the
sales mix and exceeding financial performance compared to the same period of the previous
year.
At the same time, the company continued its regional expansion strategy, recording
significant growth in sales in the Republic of Moldova and making important steps toward
entering and strengthening its presence in markets such as Hungary and Bulgaria. The B2B
channel continued to develop at an accelerated pace, initial steps were taken in the B2C
segment, while existing channels were further consolidated. The company opened a new
channel, direct distribution, with its own team covering seven counties in the natural area of
the factory, where partnerships have been established with specialized distributors.
At operational level, in 2025 investments continued in efficiency and production capacity,
through the commissioning of two new silos for solid raw materials and the
operationalization of a production platform for mosaic-based products at the decorative
plaster factory on the Oltchim Râmnicu Vâlcea platform, as well as through the optimization
of production processes, with an impact on sustainability and the reduction of volatile
organic compound emissions. At this factory, the installation of a modern research and
development laboratory was also completed, along with an automated line consisting of a
palletizing robot and a pallet wrapping machine with stretch film. The equipment has a value
of EUR 600 thousand and is part of a EUR 3 million investment plan for the operationalization
of the factory.
In the marketing area, efforts focused on active communication on social media, running
consumer-focused campaigns at points of sale, and initiating a merchandiser program aimed
at facilitating consumer choice in stores and maximizing product visibility on shelves, as well
as preparing launches on new distribution channels, including online and non-DIY retail
networks and export markets.
From a corporate governance perspective, the company finalized the implementation of
group policies assumed at the beginning of the year, operational, commercial, financial, and
marketing, and renewed essential certifications, ETICS, ISO 9001, ISO 14001, and ISO
45001, strengthening its operating framework in line with group standards.
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COMPLETE PROFUCT PORTFOLIO
In line with identified consumer needs, the company offers a wide range of specialized
products: washable paints, decorative plasters, water-based enamels and varnishes as well
as fast-drying ones, primers, thinners, adhesives, highly concentrated pigments, and other
complementary products, addressing the entire spectrum of the relevant market with
competitive products: premium, medium, economic, and budget.
The company’s reputation and popularity are mainly based on its commercial brands Sticky
and Coral, for which the company has initiated a brand-building process, positioning, and
strategic marketing plans.
Product distribution is managed through specialized sales teams that professionally address
each sales channel: do-it-yourself, traditional trade, B2B, as well as export.
COMPETITIVE DIFFERENTIATION
VELTADOORS S.A.
The largest Romanian manufacturer of doors for residential constructions, according to
the Neomar 2024 study
VELTADOORS S.A. resulted from the merger between Eco Euro Doors and Workshop
Doors, completed in December 2024. The merger aimed to create a consolidated leader in
the interior doors market by integrating operations, unifying management teams, and
optimizing the logistics chain. The integration of the two companies enables the optimization
of production and distribution costs, reduction of delivery times, and increased storage
capacity. In addition, the use of shared resources and the consolidation of the logistics chain
contribute to the optimization of operating expenses.
Following the merger, VeltaDoors operates three production units located in Mureș County
and has a total production capacity of over 1 million doors per year. The company’s portfolio
includes foil-coated interior doors, painted doors, doors prepared for painting, as well as
EVOLOR is one of the largest players in the paints and varnishes manufacturing
industry, a traditional producer with a market share of approximately 10% in the
decorative paints and varnishes market in Romania, which has entered a new stage of
development. The company launched this year a series of innovative products with a high
level of embedded technology, which will act as strong drivers for business growth as well
as for increasing the value of its commercial brands: under the premium CORAL brand,
non-combustible decorative plasters, paint for finishing or refreshing façades that prevents
the formation of algae and mold over the long term, decorative effect paint for interiors or
washable lime intended for finishing historical monuments and buildings constructed
exclusively from traditional materials; and under the STICKY brand, a range of niche
technical products, including enamels applied directly on rust, enamels for concrete
protection, contact primer for concrete, and others.
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decorative slatted panels, addressing both standard market requirements and the need for
custom-sized or tailored solutions.
VeltaDoors products are entirely manufactured in Romania and are distributed both
nationally, through major DIY retail chains, specialized distributor and reseller networks, and
internationally. Through its wide product range, competitive pricing, and strong industrial
capacity, the company has strengthened its position as a local leader in the interior doors
segment.
The year 2025 represented VeltaDoors’ first full year of post-merger operations, marked by
an extensive integration and consolidation process. In a volatile economic environment, the
company demonstrated resilience and adaptability.
In the first part of the year, VeltaDoors continued implementing integration initiatives,
focusing on operational efficiency and digitalization, as well as strengthening its presence in
DIY and traditional channels. Key achievements included the full implementation of the ERP
system, the reorganization of production flows, increased productivity without increasing
headcount, and investments in automation. At the same time, the company completed its
legal transformation from an SRL to an S.A., strengthening its corporate governance and
transparency framework.
From a commercial perspective, in 2025 approximately 85% of sales were generated on the
domestic market and 15% from exports, with DIY networks remaining the main distribution
channel. The company continued to diversify its portfolio and expand its retail presence by
listing new products in existing networks and opening additional channels, including in the
premium segment. The launch of innovative products, such as doors designed for children,
featuring one colored side and one magnetic paint side allowing chalk writing and play with
special magnets, contributed to strengthening its market position and increasing the
attractiveness of its offering.
Throughout the year, VeltaDoors advanced its international expansion efforts, with
advanced discussions underway with relevant external partners, with potential to increase
volumes and geographic footprint.
At operational and quality level, the company continued initiatives to optimize processes,
reduce non-quality costs, and improve customer satisfaction. The complaint registration and
traceability system was refined, allowing faster identification of root causes and more
rigorous resolution of requests, with improved response times. At the same time, initial steps
were taken toward ESG standardization and increased energy efficiency.
Additionally, VeltaDoors launched its new website www.veltadoors.ro, updated product
labels, and initiated communication on social media channels, further strengthening brand
presence and customer relationships.
COMPLETE PRODUCT PORTFOLIO
The company produces and sells three categories of standard interior doors: foil-coated
doors, painted doors, and doors prepared for painting, as well as decorative slatted panels.
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A new policy for producing custom-sized, non-standard doors has also been initiated,
complementing and expanding the door portfolio and addressing customer needs.
COMPETITIVE DIFFERENTIATION
DIAL S.A.
One of the largest manufacturers of fence panels and mesh with an experience of over
30 years in the industry
DIAL S.A was acquired by ROCA Industry in September 2022 and is currently in a
transformation phase, with the objective of achieving sustainable growth and strengthening
its position on the national market. The company produces welded fence panels, woven
mesh, welded mesh rolls, metal posts, and an extensive range of fencing accessories. Its
portfolio includes over 200 products, tailored to both the residential segment and
agricultural, industrial, and infrastructure applications. Products are mainly distributed at
national level through DIY retail chains, specialized retailers, and an extensive network of
traditional distributors.
A distinctive feature of the company is its fluidized bed coating facility, unique in Romania,
which enables the production of highly durable products with superior resistance to
corrosion and UV radiation, as well as consistent finishing quality. This technological
capability provides DIAL with a significant competitive advantage on the local market.
In 2025, DIAL operated in an economic context marked by uncertainty and pressure on
purchasing power, while demonstrating resilience and a high capacity for adaptation. The
company continued to strengthen its position on the national market and develop growth
opportunities on external markets.
Veltadoors offers a diverse range of doors available in various styles, colors, and finishes:
foil-wrapped, painted, paint-ready, decorative ribbed panels, and custom-sized doors,
covering both the standard and premium segments.
The use of quality materials, modern technologies, and advanced production techniques
ensures durable, aesthetically refined products tailored to the demands of the residential
market. Production carried out entirely in Romania guarantees quality control throughout
the entire manufacturing chain, operational flexibility, and competitive lead times.
Post-merger structural efficiency, supported by the digitalization of operations and the
optimization of production flows, strengthens the cost advantage over competitors,
while multi-channel distribution — DIY networks, specialized distributors, premium
retail, and export — ensures broad commercial coverage with growth potential in market
share.
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From a commercial perspective, the strategy focused on maintaining volumes and adapting
the offering to consumer behavior increasingly oriented toward lower-priced products, with
an emphasis on the entry-level segment through the development of an affordable product
line designed specifically for consumers with limited financial resources. The product range
was expanded, with DIAL introducing new products such as farmer welded mesh, farmer
knotted mesh, and “U-type” posts, mainly targeting the agricultural sector and infrastructure
projects, already integrated into relevant projects such as the fencing of the Mârșani and
Plenița forests and segments of the A1 and A7 highways. At the same time, DIAL fence
panels contributed to fencing military objectives, photovoltaic parks, construction sites for
the Cluj metro, as well as the new terminal of Craiova Airport.
In 2025, approximately 94% of sales were generated on the domestic market and 6% from
exports, with exports recording a significant increase compared to the previous year. This
performance was supported by improved product quality, more rigorous production
planning, and commercial services adapted to the requirements of external markets.
The company continued to strengthen existing commercial relationships and maintained its
status as a main supplier of gray and green fence panels in relation to strategic partners. At
the same time, new sales channels were opened through the listing of products in an
additional DIY retail chain and by expanding geographic coverage at national level. The range
of accessories was significantly expanded by identifying multiple systems for fixing fence
panels and screening solutions. The end of 2025 marked the beginning of the commercial
partnership between DIAL and Brico Depot/Altex. This partnership was developed by
identifying the needs of Brico/Altex customers and their purchasing appetite for products
offering an appropriate quality-price ratio.
At operational level, in 2025 the company continued initiatives to optimize production
capacity and costs, including technical improvements to the coating facility, reallocation of
human resources between departments, and flexible adjustment of production based on
demand. The procurement strategy remained focused on maintaining raw material costs
below market levels through proactive negotiations and careful supply planning.
A notable achievement of the year was the strengthening of the company’s competitive
advantage through investments in product testing and certification, enabling the provision
of a minimum 10-year warranty for coated fence panels.
COMPLETE PRODUCT PORTFOLIO
Dial aims to be a benchmark of quality on the local market, as well as a supplier offering a
complete range of products and accessories for fencing any type of perimeter. The main
products offered by Dial Hârșova are:
Welded and double wire fence panels, galvanized or coated, used for residential and
industrial fencing, parks and gardens, public buildings, and various areas. The panels are
manufactured by welding pre-galvanized wires, ensuring resistance to mechanical shocks,
and are subsequently coated in a fluidized bed (in the case of coated panels), providing
protection against corrosion. Coated panels stand out on the market through their
robustness and increased durability, being considered of superior quality due to these
characteristics as well as their appearance resulting from this technological process. It is also
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important to mention that Dial is the only manufacturer in Romania that has this technology,
which provides a competitive advantage on the local market.
Woven fence mesh, galvanized or PVC-coated, is used for fencing households, vineyards,
factories, sports fields, as well as for building cages and enclosures for animals. Woven
meshes are recommended due to their durability and are made from metal wires with
diameters between 1.6 mm and 2.8 mm.
Welded mesh in rolls is a product made by welding galvanized wires at intersection points
and is mainly used for road, railway, and highway demarcation, as well as for building animal
cages and fencing agricultural farms.
Galvanized or coated fence posts, used for fixing fence panels or wire mesh, are available
in rectangular format 60x40 mm and round shape (mainly used for fence mesh or produced
through roll forming of galvanized sheet metal).
Fixing and installation accessories act as a link between the sale of panels or mesh and
posts, being compatible both with Dial products and those of competitors. Their diversity,
quality-price ratio, and design give them a superior position compared to similar products on
the market.
Special goods or items are newly introduced products on the market but have high potential
for the local market. Dial’s sales know-how, its portfolio of recurring partners, and its
comprehensive product range provide it with a strong position for promoting new products
and launching new trends in the market.
COMPETITIVE DIFFERENTIATION
ELECTROPLAST S.A.
One of the main manufacturers of low-voltage copper and aluminium electrical cables
with ober 30 years of experience on the market
ELECTROPLAST S.A. has been owned by ROCA Industry since June 2023 and is currently
in a consolidation phase, experiencing accelerated development, including as a result of
significant investments in production capacity and technology. The company operates a
factory in Bistrița, with a production area of approximately 13,000 sqm, located on a 23,500
sqm site. The company is equipped with over 30 production lines and machines and holds
an extensive portfolio of approximately 3,600 cable types and sizes, serving multiple sectors:
Fluidised bed lamination section is the only one in Romania, and the products resulting from
this technological process are high quality products that ensure increased durability,
corrosion and UV resistance, easy handling, but also environment friendly.
The company also differentiates itself in the market through the technical solutions it offers,
as well as through a complete and locally adapted product range.
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railway infrastructure, civil and industrial construction, energy, installations,
telecommunications, and industry.
A strategic segment for the company is railway cables, where Electroplast is a leader on the
local market, operating within a strictly regulated framework in terms of certifications and
quality standards. The company places particular emphasis on European trends regarding
construction safety, energy efficiency, and sustainability, having a RENAR-accredited testing
laboratory, AFER authorizations, and a certified integrated management system.
The year 2025 was characterized by a solid performance of Electroplast, resulting in a 29%
increase in turnover and a 45% increase in EBITDA. This performance was supported by
internal transformation through technological upgrades, the rigorous application of
procurement policies, and commercial discipline, which contributed to maintaining
operational balance in an external context marked by significant volatility in metal prices and
an internal context affected by uncertainties regarding the pace of public investments, with
some railway segments being removed from funding.
From a commercial perspective, significant fluctuations in metal prices led distribution
channel partners to adopt a cautious approach, reducing orders and inventory levels.
However, the company managed to sustain sales growth through deliveries of cables for
railway and road infrastructure within ongoing contracts financed through the PNRR and
expanded its product range following the commissioning of equipment included in the 2025
investment plan, including those financed with PNRR support. Electroplast was involved in
numerous large-scale projects, such as the construction of the metro line connecting Otopeni
Airport to Gara de Nord, works at Craiova Airport, highway projects including A7 and Sibiu
Bucharest, express roads such as Craiova Pitești, modernization and electrification of major
railway routes in Romania, including Caransebeș Timișoara Arad and routes Cluj Napoca
Episcopia Bihor, Craiova Caransebeș and Apata Cața, as well as the modernization of several
hospitals in Romania. In addition, two new export clients were attracted in Germany and
Latvia for the heavy aluminum cable segment. Thus, in 2025, approximately 96.5% of sales
were generated on the domestic market and 3.5% from exports.
At operational level, Electroplast made significant progress in implementing the major
investment project initiated in 2024, with a total value of over EUR 9 million, aimed at tripling
production capacity and improving product quality. During 2025, production halls and
logistics spaces were reconfigured, most of the equipment related to phases 1 and 2 of the
investment project was received, and the first deliveries of products manufactured on the
new lines were carried out.
Despite the complex transformation process and the potential operational disruptions
associated with such a large-scale investment project, the organization managed to ensure
the stability of ongoing activities and exceed the key performance indicators estimated for
2025.
SPECIALIZED PRODUCT PORTFOLIO
Electroplast is a leader in the railway cable market, a highly regulated segment in terms of
certifications and quality, with products that are among the most complex and of superior
quality. At the same time, the company develops products that meet enhanced safety
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
standards in the construction sector and ensure energy efficiency, sustainability, and other
aspects of public interest. For example, in compliance with the requirements of Regulation
EU no. 305/2011, Electroplast holds Certificates of Constancy of Performance for certain
cable families, such as N2XH and NA2XH.
COMPETITIVE DIFFERENTIATION
The low- and medium-voltage electrical cable market is segmented based on applicability:
there is the segment of widely used cables, including those sold in DIY retail, and the
segment of specialized cables, manufactured under specific authorization and certification
conditions and subject to testing in accredited laboratories, the segment in which
Electroplast has chosen to operate. This represents an example of implementing an
efficiency strategy and capturing a market opportunity, as the company has a more limited
production capacity compared to large international players present in Romania and has
therefore focused on product segments that require a higher level of expertise and
certification, but which can compensate in terms of profitability for the volume advantage
of large companies. One of the highly specialized segments for Electroplast is railway
signaling cables, AFER, where the company’s estimated market share places it in a leading
market position.
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KEY EVENTS IN 2025 AND BEYOND
GENERAL MEETINGS OF SHAREHOLDERS
The first Ordinary General Meeting of Shareholders in 2025 took place on February 27,
2025, when shareholders approved the necessary steps for initiating and implementing a
revised Stock Option Plan for the period 2025 to 2028, which included additional details
regarding the obligations and benefits of the management team, the SOP having initially
been submitted for shareholder approval in 2024. Another decision concerned the
modification of the performance bonus granted to the CEO of ROCA Industry, set at a
maximum of 50% of the total annual fixed remuneration.
On April 29, 2025, the annual Ordinary General Meeting of Shareholders took place. The
main items on the agenda referred to the approval of the company’s revenue and expense
budget for 2025, the individual and consolidated financial statements of the holding, and the
allocation of net profit.
Considering that the mandate of the Board of Directors members expired on September 17,
2025, during the OGMS held on September 15, 2025, shareholders elected the new Board
composition, namely ROCA Management SRL, through its permanent representative
Rudolf-Paul Vizental, Adela-Smaranda Smeu, Victorița Șter-Chelba, Iulian-Ciprian Pătrașcu,
and Dan-Liviu Moruțan.
On the same date, an EGMS was also held to approve the contracting of financing required
to pay the price related to the acquisition of a 30% stake in VeltaDoors, a transaction that
took place in October 2024
A final EGMS took place on December 15, 2025, during which shareholders approved
additional details regarding the future financing of VeltaDoors, as well as the extension by
an additional two years of the maturity of two loans granted by Fortalis Holding S.A.,
formerly ROCA Investments, to the Company on April 3, 2023, amounting to EUR 1 million
with an initial maturity date of April 3, 2026, and on January 12, 2024, amounting to EUR
1.667 million with an initial maturity date of April 12, 2026.
During the same meeting, shareholders approved the implementation of a share buyback
program aimed at acquiring treasury shares for the purpose of reducing share capital
through their cancellation, as well as acquiring shares to be allocated within a Stock Option
Plan. The maximum number of shares that may be acquired under the program is 8% of the
subscribed share capital, at a minimum price of RON 0.7 per share and a maximum price of
RON 1 per share. The program will be carried out between January 1, 2026 and June 30,
2027, without exceeding the legal maximum duration of 18 months.
On the same date, an OGMS was also held, during which shareholders approved the
appointment of Mr. Sorin Man as a member of the Company’s Audit and Risk Committee for
a minimum mandate of one year from the date of the meeting, with the possibility of annual
extension by mutual agreement for a maximum period of four years, as well as the
appointment of KPMG AUDIT S.R.L. as financial auditor of ROCA Industry for the purpose
of sustainability reporting.
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CHANGES IN ROCA INDUSTRY’S MANAGEMENT
On January 22, 2025, Mr. Ioan-Adrian Bindea resigned from his position as CEO of the
Company, and the Board of Directors appointed Ms. Camelia Ene as CEO of ROCA Industry.
Her mandate was granted for a period of three years, starting January 22, 2025 and ending
January 22, 2028. On October 2, 2025, Ms. Camelia Ene resigned from her position as CEO
of the Company, with her last day of mandate being October 31, 2025, and the Board of
Directors appointed Mr. Ioan-Adrian Bindea as interim CEO for a period of six months,
starting November 1, 2025 until April 30, 2026. Subsequently, on April 6, 2026, the Board
of Directors decided to mandate Mr. Ioan-Adrian Bindea as Chief Executive Officer of ROCA
Industry for a full period of 4 (four) years, commencing on May 1, 2026 and ending on May
1, 2030.
Mr. Bindea is the main architect of the ROCA Industry project and served as CEO of ROCA
Industry from June 29, 2022 until January 22, 2025, and as Chairman of the Board of
Directors from the establishment of the company until September 2025. His experience
within ROCA Industry ensures an interim management focused on continuing the holding’s
development strategy without disrupting its operations and results.
During the first Board of Directors meeting following the Ordinary General Meeting in which
the new Board was elected, held on September 23, 2025, the Board members appointed
ROCA Management SRL, through its permanent representative Rudolf-Paul Vizental, as
Chairman of the Board of Directors. At the same time, they established the composition of
the Board committees as follows:
Audit and Risk Committee:
- Ms. Adela Smaranda Smeu – Chair
- ROCA Management S.R.L., through Mr. Rudolf Paul Vizental – member
- Mr. Dan-Liviu Moruțan – member
Nomination and Remuneration Committee:
- Ms. Victorița Șter Chelba – Chair
- ROCA Management S.R.L., through Mr. Rudolf Paul Vizental – member
- Mr. Dan-Liviu Moruțan – member
Both the appointment of the Chairman of the Board and the composition of the committees
were established for a period of one year, starting September 23, 2025 until September 23,
2026. Subsequently, on January 23, 2026, the composition of the Audit and Risk Committee
was modified by replacing Ms. Adela Smeu with Mr. Sorin Man, elected by the Ordinary
General Meeting in December 2025.
On January 26, 2026, Ms. Adela Smaranda Smeu resigned from her position as a member
of the Company’s Board of Directors, with February 25, 2026 being her last day as a Board
member of ROCA Industry.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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PAYMENT OF THE PRICE FOR THE ACQUISITION OF 30% OF THE SHARE CAPITAL OF
WORKSHOP DOORS SRL
On October 23, 2025, a new agreement was signed between ROCA Industry and the
founder of Workshop Doors S.R.L. Under this agreement, ROCA Industry paid EUR 5 million,
representing part of the purchase price for the acquisition of an additional 30% stake in
Workshop Doors, with the remaining amount of EUR 2.5 million to be paid in the first part
of 2026. In this regard, negotiations for obtaining a credit facility or a loan, for a period of up
to 10 years, in accordance with the approval of the Extraordinary General Meeting of
Shareholders on September 15, 2025, are at an advanced stage.
IMPORTANT CONTRACTS
On April 17, 2025, BICO Industries signed a financing agreement with the Environmental
Fund Administration for the funding of a project for the construction and equipping of a
factory for the production of nonwoven fiberglass material through the recycling of fiberglass
waste generated both from its current activity, production of fiberglass mesh for thermal
insulation systems, and through collection from the market.
The total eligible value of the project subject to non-reimbursable funding granted through
PNRR is up to RON 37.8 million, equivalent to EUR 7.6 million, with a support intensity of
60%. Thus, the non-reimbursable financial support amounts to up to RON 22.7 million,
equivalent to EUR 4.6 million. The project implementation period was initially set until June
30, 2026, but was subsequently extended until December 31, 2029.
RELATED PARTIES TRANSACTIONS
Significant related party transactions were recorded in the relationship between BICO and
Terra Impex, with ROCA Industry publishing current reports on February 14, 2025 and May
15, 2025. Following the amendments to Law 24/2017, in the second half of 2025, ROCA
Industry no longer reported BICO’s transactions with Terra that fell under the category of
transactions carried out in the ordinary course of business.
Additionally, on April 3, 2025, transactions between ROCA Industry and ROCA
Investments, its majority shareholder, were reported, representing extensions of loans used
to finance business expansion, including company acquisitions. The amount required for the
partial payment of the price for the acquisition of the additional stake in Workshop Doors
was also financed through a loan agreement concluded between ROCA Industry, as
borrower, and ROCA Investments S.A., as lender, for a total amount of EUR 5 million. The
loan was granted under market conditions and has a maturity date of October 22, 2026,
with the possibility of extension.
The related party transactions reported by ROCA Industry in 2025 were subject to financial
audit, with the auditor’s opinion published on the Bucharest Stock Exchange website on July
29, 2025 for H1 2025 and on January 30, 2026 for H2 2025.
SIGNIFICANT SHAREHOLDERS
On April 11, 2025, Mr. Ciprian-Daniel Șter-Chelba, a person closely associated with Ms.
Victorița Șter-Chelba, member of the Board of Directors of ROCA Industry, notified the
Company regarding the exceeding of the 5% threshold of voting rights, following the
acquisition of 30,000 shares.
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On October 10, 2025, Oberhauser Invest S.R.L. notified the Company regarding the
exceeding of the 5% threshold of voting rights. The threshold was exceeded following an
off-market transaction through which Mr. Ciprian-Daniel Șter-Chelba sold 4,837,030 shares
to Oberhauser Invest S.R.L., a company with which Mr. Șter acts in concert.
Additionally, throughout 2025, several transactions carried out by ROCA Investments, Ioan-
Adrian Bindea, Chairman of the Board of Directors of ROCA Industry, and Ciprian-Daniel
Șter-Chelba were reported.
CHANGE OF THE LEGAL FORM OF THREE COMPANIES
In June 2025, the legal form of three of its subsidiaries, Evolor, Dial, and VeltaDoors, was
changed from limited liability company SRL to joint stock company SA. The decision was
made to improve corporate governance practices, both at the level of the parent company
and of the group entities, by adopting a management structure aligned with best practice
standards, with the aim of optimizing the decision-making process.
As a joint stock company must have at least two shareholders, ROCA Investments S.A., the
majority shareholder of ROCA Industry, acquired one share in each of the three companies.
These changes did not affect the exercise of control over the subsidiaries and did not
generate any financial impact.
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THE MAIN STRATEGIC PLANS
BUSINESS & SALES STRATEGY
The holding’s medium-term plan is to consolidate a structure of approximately 8 companies,
held directly or indirectly, with subsidiaries having their own growth strategies at local and
regional level, both organically and through M&A processes, aiming to strengthen their
activity in the industries in which they operate, both commercially and in production. The
acquisition of a new company to become a subsidiary of ROCA Industry will only be carried
out to the extent that it aligns with the Company’s strategy, namely the consolidation of
companies within the same sector of activity and the creation of added value around them
through synergies and shared tools, as well as under acquisition conditions appropriate to
the current economic context.
In the current context, ROCA Industry, through the companies it owns, will continue the
investment process and sustained efforts in the following directions:
- Technological upgrades and expansion of production lines with new equipment;
- Relocation or reorganization of production facilities to increase operational efficiency and
enable future growth;
- Implementation of monitoring and production planning systems, as well as identification
of workflow optimization solutions;
- Implementation of energy efficiency solutions;
- Digitalization solutions and integration of data from various areas of the company, aimed
at accelerating data-driven decision-making.
The process of identifying synergies will also continue, both in terms of cost optimization,
workflow improvements, as well as operational and commercial synergies. To achieve these
objectives, ROCA Industry plans to implement a set of principles focused on energy
efficiency, sustainability, environmentally friendly products, and active involvement in the
communities in which it operates.
(i) STRATEGIC GUIDELINES
1. Accelerated organic growth through access to new markets and sales channels,
together with the implementation of appropriate marketing policies.
2. Improved profitability through operational efficiency measures, reduction of
consumption, and increased productivity.
3. Development of group synergies and unified procurement and sales structures to
support and enhance the economic activity of ROCA Industry and its subsidiaries;
4. Implementation of professional management at the subsidiary level, based on
modern principles;
5. Adherence to the principles of sustainability, social equity, and good governance.
(ii) COMMERCIAL STRATEGY
ROCA Industry's commercial strategy is aimed at increasing market share, diversifying the
range of products, diversifying the markets where these products are present, all of which
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
contribute to the value of the Company's subsidiaries. Although the guidelines of the
subsidiaries' strategy will be common, being dictated by the financial and budgetary
objectives of the portfolio companies, the implementation of the strategy will be customised
at company level, depending on the product and market characteristics.
Strengthening the sales of ROCA Industry subsidiaries' products will be achieved through
all available sales channels and to all categories of customers by:
- Modern trade, through DIY type markets, nationwide;
- Traditional trade, through existing small traders nationwide;
- B2B, through direct sales to developers and builders;
- Export, by identifying foreign partners for the sale of the Company's subsidiaries'
products and/or by opening work points abroad.
A key element in ROCA Industry's commercial strategy is the creation of synergies between
the sales teams of its subsidiaries. Given the specificity of the Company, the main internal
customers of its companies will be common, namely the main DIY chains operating in
Romania.
Additionally, to mitigate commercial risk, emphasis will also be placed on the development
of the traditional retail sector, which, by definition, is highly fragmented. In this context, group
synergies can help reduce sales and logistics costs, potentially generating competitive
advantages over the competition. An extremely important element will be the development
of exports. ROCA Industry’s subsidiaries are already among the top producers in the
domestic market, which provides them with sufficient scale and brand recognition to access
international markets.
Companies' marketing plans include new product developments associated with business
lines expected to bring relevant growth. Furthermore, specific product developments will in
the future allow access to new sales channels as well as entry into some adjacent or
specialised product categories for certain industries.
The support of sales teams and commercial expansion plans will be matched by the efforts
of marketing teams to ensure product visibility at point of sale, as well as through
communication campaigns with end consumers..
(iii) DEVELOPMENT STRATEGY
Development at ROCA Industry level
• Consolidation of presence and contribution to the national construction materials
production market;
• Vertical development and operational integration, including through
reorganizations within subsidiaries (e.g., mergers);
• Digitalization and streamlining of internal processes through rapid access to
group-level data;
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• Establishment of best practices in corporate governance and full compliance with
market regulations following the Holding’s listing on the regulated market of the
BSE.
Development at ROCA Industry’s subsidiaries level
• Development of new products, based on identified market needs;
• Creation of efficient, unified structures across companies, operating according to
shared principles and values;
• Implementation of professional, performance-oriented management structures;
• Digitalization and operational efficiency improvements to enhance cost monitoring
and identify new development opportunities;
• Increasing brand visibility and supporting research and development initiatives for
new products;
• Development of the sustainable, "green" construction materials component
through the creation of sustainable products and technologies.
(iv) PRODUCTION STRATEGY
ROCA Industry’s production strategy will rely on the following main pillars:
• Efficiency – The Company wishes to enhance production processes efficiency by
investing in better technologies and in improving the staff training. The purpose
of greater efficiency will primarily be enhancement of profitability. Roca Industry
also aims to improve working conditions by reducing manual and repetitive labor;
• Sustainability – The Company seeks to adapt its production technologies in order
to provide higher protection of the environment. It is therefore a desire that the
entities employed for carrying out the activity generate a smaller amount of waste
in order to reduce the level of pollution, increase the percentage of recycled
materials, including by using in the production process larger amount of recycled
raw materials, and the consumption of energy be as reduced as possible;
• Market Adaptation – ROCA Industry will implement continuous communication
between the commercial and production departments across its companies,
ensuring that products are constantly adapted to market needs;
• Innovation – Innovation will be a clear objective for ROCA Industry’s subsidiaries,
both in terms of products and production processes. The company will also focus
on investing in new technologies, digitalization, and production automation;
• Ensuring Workplace Safety and Environmental Protection.
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(v) FINANCIAL STRATEGY
Roca Industry’s financial strategy is develop based on the following principles:
• Efficient allocation of capital within the Company, according to development
needs;
• Access to various sources of capital, negotiated and contracted as a whole, for
cost and condition optimisation;
• Separate profit centers, with planning, budgeting and own financing activity in the
subsidiaries;
• Regular share or bond issues at Company level and access alternative funding
sources, on the capital markets.
(vi) HUMAN RESOURCES STRATEGY
ROCA Industry’s philosophy is based on quality human resource throughout its
departments. For this reason, the human resource strategy will be steered on two main
directions:
• Fill top and middle management positions with extremely high level of soft skills
and competences, above the market average, and ensure a continuous growth
process of these competences;
• Continuous motivation and education of all employees across the Group;
• Implementation and monitoring of performance evaluation indicators that support
the achievement of the Group’s strategic objectives.
(vii) SUSTAINABILITY STRATEGY WITH FOCUS ON ENVIRONMENT
ROCA Industry aims to integrate its environmental strategy into its overall sustainability
strategy, a process that began in the second half of 2022. By developing this sustainability
strategy, ROCA Industry is strengthening its efforts to comply with applicable environmental
policies and aims to operate in a responsible manner. The companies within the holding
focus their efforts on the following key areas:
• Strengthening resilience to climate risks and reducing the carbon footprint —
reducing the intensity of GHG emissions for Scope 1, Scope 2, and Scope 3, reported
per tonne of product, year on year, and integrating climate risks and opportunities into
both decision-making processes and operational planning.
• Optimizing energy consumption and transitioning to renewable energy — optimizing
energy consumption across all Group operations and progressively transitioning to the
use of energy from renewable sources.
• Pollution prevention and reduction — preventing and reducing pollution generated by
operations and products, alongside ensuring compliance with environmental legislation
and the requirements of applicable environmental permits.
• Sustainable management of water resources and protection of their quality —
continuous risk assessment and adaptive plans, modernization of infrastructure for
maximum efficiency, innovation and partnerships for advanced water reuse.
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• Protection of biodiversity and ecosystems — minimizing the impact on biodiversity
and ecosystems, including in the context of operational expansion.
• Circular economy and resource management — reducing the use of virgin resources
and increasing the rate of recycling and reuse.
Each of these areas will be closely monitored and will benefit from clear and measurable
objectives aligned with company needs and industry practices. To achieve its objectives,
ROCA Industry will work closely with all its partners to develop sustainable solutions and
contribute to a more responsible society.
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CORPORATE GOVERNANCE
The ROCA Industry management considers that the principles of a good corporate
governance support the holding’s sustainable growth and add long-term value for
shareholders. Therefore, ROCA Industry constantly improves its corporate governance
practices, both at individual level and at the level of the held companies, aiming to fully align
to the best practices. On ROCA Industry website stakeholders can access the section
dedicated to investors, at Corporate Governance | ROCA Industry. This section includes
updated information that regulate the holding’s corporate governance, as well as the articles
of incorporation of the company, the main policies and regulations in force, and information
on the auditor, the Board of Directors and its committees.
Board of Directors
ROCA Industry has adopted a one-tier management system, being administered by a Board
of Directors composed of five members. The members of the Board of Directors of ROCA
Industry during 2025, as well as at the date of this report, are presented in the table below.
Name
Date of the
initial election
Term
Position
Mandate
starting date
Mandate
ending date
Roca Management
S.R.L. through
representative Rudolf
Paul Vizental
17 Sept 2021
4 years, 7
months
Chairman (since Sept.
2025), Non-executive
director
17 Sept 2021
17 Sept 2029
Victorița Șter-Chelba
3 Iun 2024
1 year, 9 months
Non-executive
director, independent
3 Iun 2024
17 Sept 2029
Adela-Smaranda Smeu
17 Sept 2025
~ 6 months
Non-executive
director, independent
17 Sept 2025
25 Feb 2026
Ciprian-Iulian Pătrașcu
17 Sept 2025
7 months
Non-executive
director
17 Sept 2025
17 Sept 2029
Dan-Liviu Moruțan
17 Sept 2025
7 months
Non-executive
director
17 Sept 2025
17 Sept 2029
Ioan-Adrian Bindea
17 Sept 2021
4 years
Chariman, executive
director
17 Sept 2021
17 Sept 2025
Vasile Sandu
16 Nov 2022
2 years, 11
months
Non-executive
director, independent
16 Nov 2022
17 Sept 2025
Alexandru Savin
17 Sept 2021
4 years
Non-executive director
17 Sept 2021
17 Sept 2025
Starting September 17, 2025, the mandates of Mr. Ioan-Adrian Bindea, Mr. Vasile Sandu,
and Mr. Alexandru Savin ended, following the election by the Ordinary General Meeting of
Shareholders of new Board members for a four-year term (ROCA Management S.R.L.,
represented by Rudolf Paul Vizental, Victorița Șter-Chelba, Adela-Smaranda Smeu, Ciprian-
Iulian Pătrașcu, and Dan-Liviu Moruțan).
Additionally, on January 26, 2026, Ms. Adela Smaranda Smeu resigned from her position as
a member of the Company’s Board of Directors, with February 25, 2026 being her last day
as a Board member of ROCA Industry. As of the date of this report, the Board of Directors
has only four members.
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Additional information regarding the experience of the Board of Directors members can be
accessed on the company’s website, at the link Board of Directors Archives - ROCA
Industry, as well as in the following section.
ROCA MANAGEMENT S.R.L., through Rudolf Paul Vizental
The mandate of ROCA Management S.R.L. as a member of the
Board of Directors of ROCA Industry, represented by its permanent
representative Rudi Vizental, dates back to September 2021, and on
September 15, 2025 it was reappointed for a four-year term, until
September 17, 2029.
Rudi is one of the most experienced financiers in Romania, whose
appetite for investment activity is rooted in current business realities and a strong
understanding of entrepreneurs’ needs. He has over 7 years of experience in investment
management, 10 years in the distress sector, and 7 years in financing, during which he
developed the ability to identify opportunities where others see only risks. With this mix of
experience, Rudolf advocates for the development of an entrepreneurial culture in Romania
and is a leader whose strategy is to create environments where people are passionate,
inspired, and motivated to achieve their goals and continuously improve.
He is the administrator of Roca Management SRL. Previously, Rudi held management and
restructuring roles within CITR and BRD, and also served as a member of the Board of
Directors of Cemacon S.A.
Rudolf Vizental graduated from the Faculty of Economics at the West University of Timișoara
in 1996, and in 2008 he completed an MBA at the National Conservatory of Arts and Crafts
in Paris, France.
Shareholding: As of December 31, 2025, Rudolf Paul Vizental held 0.36% of the share
capital of ROCA Industry.
Remuneration: In 2025, in his capacity as a Board member, ROCA Management, through its
permanent representative Rudi Vizental, received total remuneration (including VAT) of RON
145.1 thousand, with no additional benefits.
Other information:
• Rudolf Paul Vizental is currently an associate or active shareholder in the following
companies: Roca Management SRL, Impetum Investments SA, and Impetum Group
SRL.
• ROCA Management SRL, through Rudolf Paul Vizental as permanent representative,
is the administrator of Electroplast S.A., Evolor S.A., Roca Energy Investments S.A.,
Adrem Energy Solutions S.A. și Adrem Link SRL.
• In the past 5 years, Rudolf Paul Vizental has not been prohibited by a court from
holding a position as a member of the board of directors or supervisory body of a
company.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
• In the past 5 years, there have been no cases of insolvency, liquidation, bankruptcy,
or special administration of companies in which Rudolf Paul Vizental was a member
of the board of directors or supervisory body.
• Rudolf Paul Vizental does not carry out professional activities that compete with
those of the issuer and is not a party to any agreement, arrangement, or family
relationship with a third party as a result of which he was appointed as a director.
Victorița Șter-Chelba
Victorița Ster was appointed as a provisional member of the Board
of Directors of ROCA Industry starting June 3, 2024, and was elected
by the General Meeting of Shareholders (AGOA) as a board member
on October 14, 2024, with a mandate until September 17, 2025. She
was subsequently re-elected on September 15, 2025, for a four-year
term, until September 17, 2029.
Victorița Șter-Chelba is a well-established presence in the business
environment of the northwestern and central regions of the country. With over 10 years of
experience in business management and marketing, she successfully manages one of the
most profitable businesses in the construction materials and interior design sector in
Maramureș County, the VIVOHAUS showroom, together with its two associated materials
warehouses.
She is an active partner and administrator in five companies that are part of the
“REVOLUTION RESIDENCE” Group. She is a member of Romanian Business Leaders and
the Maramureș Business Club and is actively involved in supporting and developing the local
and national entrepreneurial environment.
Victorița Șter-Chelba graduated in 2012 from the “Spiru Haret” University in Brașov,
specializing in Management.
Shareholding: As of December 31, 2025, Victorița Șter-Chelba did not hold any shares in
ROCA Industry.
Remuneration: In 2025, in her capacity as a Board member, Victorița Șter-Chelba received
total net remuneration of RON 121.1 thousand, without additional benefits.
Other information:
• Victorița Șter is currently an active associate and administrator in the following
companies: Revolution Property Management SRL, Revolution Office SRL,
Revolution Corporate SRL, and Revolution Nova Construct SRL.
• In the past 5 years, she has not been prohibited by a court from holding a position as
a member of the board of directors or supervisory body of a company.
• She does not carry out professional activities that compete with those of the issuer
and is not a party to any agreement, arrangement, or family relationship with a third
party as a result of which she was appointed as a director.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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Ciprian-Iulian Pătrașcu
Ciprian Pătrașcu was appointed as a member of the Board of Directors of ROCA Industry
starting September 17, 2025, for a four-year term, until September 17, 2029.
Ciprian Pătrașcu has solid experience in financial management, strategic consulting, and
capital markets analysis, gained through complex investment and development projects. His
expertise includes valuation, financial structuring, and optimization processes, with a focus
on long-term business sustainability and the creation of lasting value.
Ciprian Pătrașcu is a graduate of Babeș-Bolyai University in Cluj-Napoca, further enhancing
his professional training through specialized programs in capital markets and investment
management.
Shareholding: As of December 31, 2025, Ciprian Pătrașcu did not directly hold shares in
ROCA Industry.
Remuneration: In 2025, in his capacity as a Board member, Ciprian Pătrașcu received total
net remuneration of RON 35.2 thousand, without additional benefits.
Other information:
• Ciprian Pătrașcu is also a Board member of PREBET AIUD S.A..
• In the past 5 years, he has not been prohibited by a court from holding a position as
a member of the board of directors or supervisory body of a company.
• He does not carry out professional activities that compete with those of the issuer
and is not a party to any agreement, arrangement, or family relationship with a third
party as a result of which he was appointed as a director.
Dan-Liviu Moruțan
Dan Moruțan was appointed as a member of the Board of Directors
of ROCA Industry starting September 17, 2025, for a four-year
term, until September 17, 2029.
Dan Moruțan has extensive experience in the financial-banking
sector and corporate management, gained within national and
multinational organizations. He has coordinated complex
processes in financial management, strategic planning, mergers and acquisitions, liquidity
management, and risk management, contributing to the development of solid and
sustainable financial structures.
Dan Moruțan holds a degree in Finance, Banking, and Insurance and a Master’s degree in
Banking and Capital Markets from Babeș-Bolyai University in Cluj-Napoca. He has further
enhanced his training through specialization programs in management and sales, accredited
by the National Certification Authority.
Shareholding: As of December 31, 2025, Dan Moruțan did not directly hold shares in ROCA
Industry.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Remuneration: In 2025, in his capacity as a Board member, Dan Moruțan received total net
remuneration of RON 35.2 thousand, without additional benefits.
Other information:
• Dan Moruțan is currently Deputy General Director of PREBET AIUD S.A.
• He is an active partner or a representative of a legal entity partner or shareholder in
the following companies: Damonz Enterprise SRL, Prebet Logistics SRL, Prebet
Aggregates SRL, Prebet Investments SRL, Green Mountain Energy SRL.
• At the same time, he serves as a director in the following companies: Damonz
Enterprise SRL, Bonas Import Export SA, P&G Constructions and Infrastructure SRL.
• In the last 5 years, Dan Moruțan has not been prohibited by a court of law from
holding the position of member of a board of directors or supervisory board of a
company.
• Dan Moruțan does not carry out any professional activity that competes with that of
the issuer and is not part of any agreement, arrangement, or family relationship with
a third party that would have led to his appointment as a director.
THE BOARD OF DIRECTORS ACTIVITY IN 2025
The Board of Directors’ main role is to coordinate the holding at a strategic level, including
by setting policies and short-, medium-, and long-term objectives. The ROCA Industry Board
of Directors is composed of highly experienced individuals who ensure the efficient
functioning of the holding, with the purpose of overseeing the company and providing
guidance in its specific activities.
During 2025, the Board of Directors met 30 times, with all members attending either in
person or online. In addition to matters where the involvement of the Board of Directors is
expressly required by law, the Board was actively involved in strategic, supervisory, and
sustainability-related topics.
As the Board’s main responsibilities are strategic, the discussions and decisions made during
meetings focused primarily on aspects related to the development and consolidation of the
holding. The Board analyzed merger and acquisition opportunities and took the necessary
measures, within its competencies, endorsed or approved (as applicable) the financing
required for such transactions, and made decisions regarding changes in executive
management.
Furthermore, given its monitoring and supervisory role over the holding’s activities, both
financially and operationally, Board members reviewed on a monthly basis the financial
performance of the Group’s companies, the gaps between results and budgets, and
requested the implementation of corrective measures where results did not meet
expectations.
The Board of Directors was also involved in sustainability (ESG) matters, with the process of
implementing the holding’s sustainability strategy currently underway.
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ADVISORY COMMITTEES OF THE BOARD OF DIRECTORS
The advisory committees of the Board of Directors were established in February 2024, and
since then the activity of the Board has been supported by two advisory committees: the
Nomination and Remuneration Committee and the Audit and Risk Committee.
The members of the advisory committees are appointed and revoked by the Board of
Directors from among the Company’s non-executive directors. The Ordinary General
Meeting of Shareholders may also appoint and revoke committee members who are not
directors of the Company. The committees consist of three members and are chaired by an
independent non-executive director. At least one member of the Audit Committee must have
experience in accounting principles or financial auditing.
The organization and responsibilities of each committee are set out in ROCA Industry’s
Articles of Association and in the committees’ regulations.
The Audit and Risk Committee assists the Board of Directors in fulfilling its responsibilities
related to internal audit and also has an advisory role regarding the Company’s strategy and
policies on internal control systems, internal and external audit, and the management of
significant risks. The Committee is responsible for preparatory work for Board decision-
making related to overseeing the integrity and quality of the Company’s financial reporting,
the effectiveness of risk management and internal control systems, and the evaluation of any
conflicts of interest.
The purpose of the Nomination and Remuneration Committee is to support the Board of
Directors in fulfilling its responsibilities by establishing principles for selecting candidates for
Board membership, selecting candidates for appointment or reappointment, participating in
the selection of executive directors, determining the remuneration of directors and
executives, and making proposals on these matters for approval by the Board or the General
Meeting of Shareholders. Additionally, the Committee supports the Board in evaluating its
own performance as well as that of executive management.
The composition of the committees, as approved by the Board of Directors for the period
including 2025, was as follows:
From February 23, 2024 to September 17, 2025:
Audit and Risk Committee:
- Mr. Vasile Sandu – Chairman
- Mr. Rudolf Paul Vizental, representative of ROCA Management S.R.L. – member
- Mr. Sorin Man – member
Nomination and Remuneration Committee:
- Mr. Vasile Sandu – Chairman
- Mr. Rudolf Paul Vizental, representative of ROCA Management S.R.L. – member
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
- Mr. Alexandru Savin – member
From September 23, 2025 to January 23, 2026:
Audit and Risk Committee:
- Ms. Adela Smaranda Smeu – Chair
- Mr. Rudolf Paul Vizental, representative of ROCA Management S.R.L. – member
- Mr. Dan-Liviu Moruțan – member
Nomination and Remuneration Committee:
- Ms. Victorița Șter-Chelba – Chair
- Mr. Rudolf Paul Vizental, representative of ROCA Management S.R.L. – member
- Mr. Dan-Liviu Moruțan – member
Subsequently, on January 23, 2026, the composition of the Audit and Risk Committee was
modified by replacing Ms. Adela Smeu with Mr. Sorin Man, elected by the Ordinary General
Meeting of Shareholders in December 2025.
During 2025, the Audit and Risk Committee met four times, focusing primarily on the
following:
- Reviewing the individual and consolidated financial statements for the 2024 financial
year, together with the financial auditor’s report and recommendations;
- Reviewing quarterly financial results.
In 2025, the Board of Directors met three times on matters involving the Nomination and
Remuneration Committee, including the approval of the proposal for the appointment of the
CEO of ROCA Industry (February 2025 and October 2025), as well as the review of
candidates proposed for Board membership (September 2025).
EXECUTIVE MANAGEMENT AND ROCA INDUSTRY TEAM
The Board of Directors has delegated the management of the holding to the Chief Executive
Officer, whose appointment falls under the authority of the Board members. The CEO’s
responsibilities are defined both in the Company’s Articles of Association and in the mandate
agreement. During 2025, the CEOs of ROCA Industry were:
- Mr. Ioan-Adrian Bindea, from June 29, 2022 until January 22, 2025 (he resigned
from his three-year mandate), resuming his duties on November 1, 2025;
- Ms. Camelia Ene, for the period from January 22, 2025 until October 31, 2025 (she
resigned from her three-year mandate).
The total net remuneration of Mr. Ioan-Adrian Bindea for both positions held within ROCA
Industry during 2025 amounted to RON 156.2 thousand.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
The total net remuneration of Ms. Camelia Ene during 2025 amounted to RON 422.9
thousand, and she benefited from a company car.
Further details regarding the composition of the entire team can be accessed on the
company’s website, in the “Team | ROCA Industry” section. Additional information
regarding internal organization and corporate governance at the level of the entire holding
is also provided in the Sustainability Statement for 2025.
RISK MANAGEMENT AND INTERNAL CONTROL
The Board of Directors of ROCA Industry recognizes the importance of a robust framework
for identifying, assessing, and managing risks, which depends on the size, complexity of
operations, and the Group’s risk profile, including the potential environmental and social
impact of its activities.
During 2025, the Company made significant progress in structuring its risk management
framework:
- A risk management policy and related procedure were approved, establishing clear
structures, responsibilities, and mechanisms for identifying, assessing, reporting,
managing, and monitoring significant and emerging risks, including those related to
sustainability, cybersecurity, and the use of digital technologies.
- A risk register was established and maintained at the ROCA Industry level, reviewed
in detail by the Board of Directors in December 2025, reflecting the main risk
categories, their likelihood and impact, as well as the associated control measures.
The risk management process was coordinated with the support of a specialized external
officer, ensuring independence and objectivity in the assessments performed.
For 2026, the Company intends to strengthen and expand its risk management framework
by:
• Continuing collaboration with the external risk management officer to ensure
consistency and quality of the analysis process;
- Extending the risk register to the Group’s subsidiaries to ensure an integrated and
consolidated view of risk exposures;
- Providing periodic reporting to the Board of Directors and the Audit Committee on
the evolution of the Group’s risk profile.
The Board of Directors considers that the implemented and planned measures ensure the
existence of appropriate and feasible risk control mechanisms, aligned with the Company’s
strategy and risk appetite.
RELATED PARTIES TRANSACTIONS
According to the provisions of Article 108 of Law no. 24/2017 on issuers of financial
instruments and market operations, reporting obligations do not apply to transactions carried
out in the ordinary course of business, under normal market conditions. At the level of the
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
ROCA Industry Group, this category includes transactions whose object is specific to the
companies’ day-to-day activities, namely the purchase and sale of raw materials, materials,
goods, consumables, services, and other routine operations related to the operating cycle,
and which are concluded at prices and under contractual conditions comparable to those
applied with independent third parties, without any exceptional or speculative nature.
Transactions involving the acquisition or transfer of equipment or machinery, as well as intra-
group loans, are not included in this category.
Internal annual evaluation procedure
According to the Related Party Transactions Reporting Policy, approved by the ROCA
Industry Board of Directors in July 2025, the Audit and Risk Committee performs an annual
assessment of whether transactions with related parties fall within the category of those
carried out in the ordinary course of business and under normal market conditions. The
assessment considers: (i) the nature of the transaction from the perspective of its object, (ii)
the comparability of commercial terms, including alignment with market prices and with the
transfer pricing documentation prepared in accordance with the Fiscal Code and OPANAF
no. 442/2016, (iii) the volume and frequency of transactions, (iv) the economic rationale, and
(v) compliance with internal governance policies. Related parties do not participate in this
assessment, thus ensuring the objectivity of the conclusions. The evaluation report is issued
within the first three months of each year and submitted to the Board of Directors for
information.
Results of the evaluation for the 2025 financial year
In 2025, the only transactions in the ordinary course of business that exceeded the threshold
referred to in Law 24/2017 were carried out between BICO and its subsidiary, Terra Impex,
in the Republic of Moldova. Following the annual assessment performed by the Audit and
Risk Committee regarding these transactions, it was concluded that the transactions
identified as being in the ordinary course of business met the conditions set out in the internal
policy and the applicable legal framework: their object corresponds to the Group’s current
activities, the pricing conditions and contractual terms are similar to those applied with non-
affiliated third parties, and their frequency and volume reflect the usual commercial practices
of the Group’s companies. These transactions were therefore excluded from the calculation
of the 5% reporting threshold of ROCA Industry’s net assets, in accordance with the
applicable internal procedure.
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OUTLOOK ON THE ACTIVITY OF ROCA
INDUSTRY
Within ROCA Industry’s medium- and long-term strategy (3–5–7 years), the main objective
remains the consolidation of its leading position in the construction materials production
market, through the development of regional champions. This direction is primarily based on
organic growth but may also include the expansion of the group through mergers and
acquisitions in this strategic sector. In an economic environment still characterized by
volatility, the management team has analyzed the key factors influencing the implementation
of the strategy and assessed the outlook for 2026.
For 2026, the Group’s strategy is calibrated in a context marked by significantly higher
macroeconomic uncertainty compared to the previous year, mainly driven by the escalation
of the military conflict in the Middle East, which began on February 28, 2026, with direct and
indirect effects on the European economy and, implicitly, on the construction materials sector
in Romania.
The conflict has led to the effective closure of the Strait of Hormuz and the resurgence of
attacks in the Red Sea, disrupting two of the world’s most important maritime corridors
simultaneously. The immediate consequences (an increase in oil prices by approximately
40% compared to pre-conflict levels, nearly doubling of European natural gas prices (TTF),
and escalating transport costs) are compounded by a Romanian economy affected by a
budget deficit of around 8% of GDP, inflation of 9.3% in February 2026, and an economic
contraction of 1.9% recorded in Q4 2025.
Another contextual factor relates to developments in the construction sector and the
absorption of PNRR funds. Part of the construction materials industry will continue to benefit
from financing programs, including PNRR. However, it is important to note that the
disbursement of PNRR funds depends not only on the progress of contracted works but also
on the implementation of legislative measures. The current geopolitical context may lead to
the reallocation of public funds toward defense and energy security expenditures, reducing
fiscal space for civil infrastructure investments.
Thus, August 31, 2026 is the deadline for achieving all PNRR milestones and targets, with
the European Commission confirming that no extensions will be granted. Any actions
completed after this date will not be recognized. The deadline for submitting the final
payment request is September 30, 2026, and December 31, 2026 is the final deadline for
payments. No payments will be made starting in 2027.
Additionally, wage growth in the construction sector, which accelerated in 2024 and 2025,
is expected to continue in 2026, maintaining inflationary pressures within the sector.
In this context, ROCA Industry’s management estimates that 2026 must be approached with
greater caution than any previous year, with final results depending significantly on the
duration and intensity of the Middle East conflict. In a scenario of a short-term conflict
resolved diplomatically in Q2 2026, negative effects could be partially mitigated through
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
operational efficiency measures and price adjustments. A prolonged conflict exceeding six
months would imply significant risks to operating margins and the Group’s consolidated
profitability, with differentiated impacts across subsidiaries depending on their exposure to
energy, exports, and sourcing of raw materials from Asia.
Given the current context, the Company is considering a set of criteria and measures at the
holding level to ensure that its operations benefit from a wide range of levers and tools aimed
at maximizing performance.
2026 CONSOLIDATED REVENUE AND EXPENDITURE
TOTAL (RON th)
2026
budget
2025
achieved
2025
budget
2026
budget vs
2025
achieved
(%)
2026
budget vs
2025
budget
(%)
2025
achieved vs
2025
budget (%)
Turnover
751,735.1
629,502.8
716,178.6
19.4%
5.0%
-12.1%
Total direct costs
582,318.7
499,225.0
550,412.7
16.6%
5.8%
-9.3%
Gross margin
169,416.4
130,277.8
165,765.9
30.0%
2.2%
-21.4%
Gross margin %
22.54%
20.70%
23.15%
1.8 pp
-0.6 pp
-2.5 pp
Total indirect costs
92,093.9
87,038.4
96,921.8
5.8%
-5.0%
-10.2%
EBITDA
77,322.5
43,239.4
68,844.1
78.8%
12.3%
-37.2%
EBITDA %
10.29%
6.87%
9.61%
3.4 pp
0.7 pp
-2.7 pp
EBIT
42,319.5
168.7
35,961.1
N/A
17.7%
-99.5%
EBIT %
5.63%
0.03%
5.02%
5.6 pp
0.6 pp
-5.0 pp
Net result
9,793.0
(31,585.5)
5,629.0
N/A
74.0%
N/A
Net result %
1.30%
-5.02%
0.79%
6.3 pp
0.5 pp
-5.8 pp
Note – The presented data take into account ROCA Industry’s ownership in each company,
as well as the individual budgets of these companies. These indicators are estimated in
accordance with the International Financial Reporting Standards (IFRS) as adopted by the
European Union, as subsequently amended.
The consolidated Revenue and Expenditure Budget (Consolidated BVC or Budget) for 2026
of ROCA Industry Holdingrock1 S.A. (ROCA Industry or the Company) reflects a stage of
operational maturity of the Group: following the integration and transformation of the
portfolio companies, the focus shifts toward sustainable growth, efficiency, and profitability
consolidation.
The Budget is prepared in accordance with IFRS standards and includes the impact of ROCA
Industry’s holdings in all its subsidiaries, the holding operating and implementing its
business strategy through its directly owned subsidiaries – BICO INDUSTRIES, EVOLOR,
VELTADOORS, DIAL, and ELECTROPLAST – as well as indirectly through BICO – TERRA
IMPEX and IRANGA.
For 2026, the Group estimates consolidated turnover RON 751.7 million, representing an
increase of 19.4% compared to the result achieved in 2025. This evolution is driven by a
combination of factors, the most important being:
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
• growth in sales volumes across subsidiaries;
• expansion of distribution channels, including export development;
• launch of new products and optimization of the product mix;
the effect of investments made in previous years.
Direct costs include all expenses involved in the production process (raw materials, inventory
variation, production costs, direct production personnel, etc.), and their evolution is in line
with revenue growth (16% vs. 2025). Thus, the estimated gross margin is RON 169.4
million, corresponding to a margin of 22.5%. The evolution of the gross margin percentage
compared to the previous year is +1.8 percentage points. This remains at a solid level for the
construction materials sector, reflecting:
• the companies’ ability to maintain commercial discipline;
• the application of pricing policies based on costs and market conditions;
• improved operational efficiency.
Consolidated EBITDA is estimated at RON 77.3 million, up 79% compared to 2025. The
EBITDA margin (10.29%) is 3.4 percentage points higher than the previous year, this
evolution being explained both by increased sales and by investments in modernization,
costs associated with integration and operational optimization, and the strengthening of the
Group’s organizational structure.
The consolidated net result is estimated at RON 9.8 million. The difference between EBITDA
and net profit is mainly driven by:
• depreciation of tangible assets (investments in equipment and technology) and
intangible assets (brands, customer relationships) identified following acquisitions;
• financial costs (mainly bank interest);
• corporate income tax.
This is typical for a holding in a growth and consolidation phase, where investments and
financing structure temporarily influence net margins.
The main key indicators estimated for the companies within the ROCA Industry Group are
detailed in the table below. It should be noted that, unlike consolidated indicators prepared
in accordance with IFRS, the individual indicators are presented in accordance with Order of
the Minister of Public Finance no. 1802/2014, as subsequently amended, which represents
a different accounting framework from that used for the preparation of the consolidated
indicators presented above.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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Key indicators
estimated for 2026
(OMFP)
-RON th-
EVOLOR
BICO
GROUP
VELTADOORS
DIAL
ELP
TOTAL
CUMULATED
Turnover
120,283.6
157,093.3
119,863.7
70,747.4
283,747.1
751,735.1
Gross margin
45,047.4
34,557.4
41,044.0
11,050.7
37,717.0
169,416.4
GM %
37.5%
22.0%
34.2%
15.6%
13.3%
22.5%
EBITDA
16,358.0
16,435.2
22,625.6
4,915.1
20,386.3
80,720.2
EBITDA %
13.6%
10.5%
18.9%
6.9%
7.2%
10.7%
Net result
761.0
2,019.8
5,244.1
-2,410.9
5,114.7
10,728.8
Net results %
0.6%
1.3%
4.4%
-3.4%
1.8%
1.4%
ROCA Industry’s subsidiaries continue their refurbishment process and investments in
equipment that will ensure medium and long-term development:
2026 budget
EVOLOR
BICO
GROUP
VELTA
DOORS
DIAL
ELP
TOTAL
2025
Capex (RON)
1,799,800
25,781,960
3,410,195
-
6,247,500
36,475,023
Evolor aims in 2026 to achieve a turnover increase of nearly 15% compared to 2025,
driven by portfolio diversification and expansion into high-potential product categories, the
extension of commercial partnerships in B2B and export channels to ensure volume stability,
the strengthening of the national network through its own distribution division, as well as
the digitalization of the commercial process and development of online sales. Strengthening
its market position remains another key focus, through increasing brand awareness and
visibility, continuous product innovation, and reinforcing the quality–price positioning in the
medium–premium segment. CAPEX estimates mainly relate to maintenance costs,
compliance and ESG investments (e.g., heat recovery equipment), and digitalization & IT.
The improvement in Evolor's profitability stems from revenue growth, with operating
margins (gross margin and EBITDA) estimated at levels similar to those of 2025.
BICO (at consolidated level, including Terra and Iranga) targets in 2026 a turnover in line
with 2025 (+1.9%), considering optimization of sales across customer categories, focus on
premium and mid-quality products, improved product mix to enhance customer
attractiveness, and growth through strategic partners both domestically and internationally.
In 2026, the company will continue operational optimization actions aimed at increasing
production capacity and efficiency, including the construction of additional production halls,
completion of mesh and corner production efficiency projects, and commissioning of new
automated manufacturing lines. Additionally, efforts in digitalization and internal process
optimization will continue to support planned growth and improve profit margins.
The significant improvement in Bico's profitability stems primarily from the completion of the
first phase of the relocation project initiated in 2025, namely the transfer of all production
operations for thermal insulation mesh to Vulcănești, Republic of Moldova, and the closure
of the production facilities in Vaslui and Chișinău. The main effects of the relocation are the
elimination of anti-dumping duty impacts (imports of raw materials from China into the
Republic of Moldova are exempt from anti-dumping duties), access to lower labor costs, as
well as operational and logistical efficiency gains resulting from the centralization of
production.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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VeltaDoors aims in 2026 for a turnover increase of over 27% compared to 2025.
Estimates are based on key strategic directions, including expanding relationships with
major partners, launching new products - especially in the decorative slat (riflaje) segment -
and exploring new sales channels, alongside optimizing and increasing production capacity.
The company also targets expansion in export markets with extended product ranges. In
terms of CAPEX, plans include investments in improving production flow efficiency, reducing
waste volumes, and completing automation investments initiated in 2025.
Veltadoors is the second company where profitability is expected to grow strongly, for two
main reasons. On one hand, 2026 will no longer be affected by the one-off items that
impacted results throughout 2025, namely inventory adjustments, corrections arising from
the merger, the full takeover of management, and the implementation of significantly stricter
internal accounting standards and revenue and expense recognition policies. These totaled
approximately RON 9 million as at 31.12.2025. In addition, a modest improvement in
operating margins is expected, alongside revenue growth.
Dial’s turnover is estimated to grow by 10% compared to 2025, despite a market still
showing contraction and stable pricing levels. Growth in 2026 is expected mainly from
expanding collaboration with DIY retail chains, organic growth in traditional distribution
through new partners, and improvement of the product mix. A current uncertainty relates to
the implementation of the CBAM tax, as the European Commission had not finalized its
calculation at the time of reporting. The company does not plan new investments in 2026.
Electroplast targets a turnover increase of over 30% in 2026 compared to 2025, primarily
driven by the completion of the second phase of its investment plan exceeding EUR 9 million.
Increased production capacity, through efficient use of new production lines, is expected to
drive sales growth. Focus areas include launching new product ranges and expanding
distribution. Market share is estimated to increase from 1.9% to 2.4% in volume and from
3.2% to 4.2% in value. Monitoring direct costs (raw materials and new suppliers) and
operational efficiency will remain key priorities for management. In terms of CAPEX, 2026
will see a lower level of investments - approximately EUR 450 thousand, plus an advance of
EUR 800 thousand for equipment orders related to phase 3 of the investment plan, which is
scheduled to begin in 2027.
At Electroplast as well, the improvement in profitability will be driven primarily by revenue
growth.
53
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
2026 INDIVIDUAL REVENUE AND EXPENDITURE BUDGET
TOTAL (RON th)
2026
budget
2025
achieved
2025
budget
2026
budget vs
2025
achieved
(%)
2026 budget
vs 2025
budgget (%)
2025
achieved vs
2025 budget
(%)
Operating revenues
-
-
-
N/A
N/A
N/A
Operating expenses
7,665.5
8,357.3
11,080.6
-8.3%
-30.8%
-24.6%
Value adjustment
-
(11.689.9)
-
N/A
N/A
N/A
Financial revenues
4,429.2
10.598,2
10,378.7
-58.2%
-57.3%
2.1%
Financial expenses
3,927.1
2,267.1
1,615.9
73.2%
143.0%
40.3%
Gross result
(7,163.4)
(11,716.1)
(2,617.8)
-38.9%
173.6%
347.6%
Net result
(7,162.4)
(11,764.9)
(2,617.8)
-39.1%
173.6%
349.4%
Number of shares
248,672.2
248,672.2
248,672.2
0.0%
0.0%
0.0%
Earnings per share
(0.0288)
(0.0473)
(0.0105)
-39.1%
174.3%
350.5%
The individual Revenue and Expenditure Budget (Individual BVC or Budget) for the 2026
financial year is based on the holding’s strategic objectives, namely portfolio consolidation
and the creation of sustainable value for shareholders. While at consolidated level each
company in the Group shows an improvement in financial indicators, at individual level the
Budget is based on a reduction of operating costs for running the holding by over 8%
compared to 2025 actuals and by 31% compared to the 2025 budget, combined with a
decrease in financial income and an increase in financial expenses, based on the assumptions
below:
The financial revenues estimated for 2026 include interest income from loans granted to
portfolio companies, at a level similar to 2025.
Unlike 2025, no dividend distributions from Group companies are estimated for 2026
(RON 6.1 million dividends recorded in 2025). In line with the holding’s development
strategy, most direct investments were carried out through dedicated investment vehicles
established to ensure the required financing structure, combining equity and bank financing
(Leveraged Buyout structures). The financing agreements for these structures include certain
covenants agreed with lending institutions, which impose temporary limitations on dividend
distributions. These mechanisms contribute to maintaining appropriate financial discipline
and supporting medium and long-term stability but result in lower dividend income for
ROCA Industry.
Financial expenses consist of interest related to loans contracted at holding level to support
strategic investments in companies. The level of financial expenses is correlated with the
financing structure and the assumed development objectives, and the estimated increase of
73.2% compared to 2025 is generated by the loan received from the main shareholder,
amounting to EUR 5 million, used to finance part of the acquisition price for the additional
30% stake in Workshop Doors S.R.L., as per current report 45/2025 published on October
23, 2025. Considering strictly the impact of loans received and granted by the holding,
estimated interest expenses for 2026 amount to RON 3.9 million, while interest income is
estimated at RON 4.4 million.
54
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Operating expenses reflect the resources required for the functioning of the holding, as well
as for ensuring an adequate framework of governance, transparency, and strategic
development. These are estimated to decrease by over 8% compared to 2025 due to cost
optimization measures. The main categories include:
• Salaries & Board of Directors remuneration – The budget includes estimated costs
in the context of consolidating a high-performing management structure, actively
involved in defining and implementing growth strategies across portfolio companies.
The Board of Directors maintains its structure of 5 members, ensuring an adequate
framework for oversight and strategic decision-making.
• Investor relations and reporting obligations – Resources are allocated for managing
investor relations and complying with legal and reporting obligations specific to a
listed company, including:
• periodic reporting to the capital market;
• ongoing communication with shareholders;
• organization of investor-dedicated events (conferences, meetings, Investors
Day).
These ongoing efforts aim to strengthen transparency and alignment with best
practices in communication and corporate governance.
• Strategic marketing and business development – Marketing and PR expenses are
focused on maintaining a solid knowledge base regarding each sector in which Group
companies operate, their evolution and that of key players; supporting positioning
and communication of the Holding’s progress; and generating new business contacts
and strategic partnerships.
Given its status as a listed company, maintaining transparency and continuous
communication with a broad base of retail investors contributes to better
understanding of company performance and more stable share price behavior.
• ESG and sustainability – The holding maintains its commitment to developing a
sustainable business model. For 2026, investments are planned for implementing
and monitoring ESG initiatives based on data reported by portfolio companies, in
order to align with applicable standards and investor expectations.
• Compliance and internal control – The budget includes costs for financial and
internal audit; legal services and independent evaluations; preparation and updating
of transfer pricing documentation; and maintaining a robust internal control and
compliance system. These expenses are essential for ensuring regulatory compliance
and maintaining high corporate governance standards.
ROCA Industry management estimates a negative gross result of RON 7.2 million, at the
same level as the net result.
The evolution of results should be analyzed in the specific context of the holding model,
where performance is influenced by various elements, particularly financial income. Unlike
55
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
2025, no dividend income is expected in 2026 due to temporary restrictions arising from
financing structure covenants.
From management’s perspective, the budgeted result for 2026 reflects an investment and
consolidation phase at the holding level, with a focus on the medium- and long-term
development of portfolio companies and the creation of sustainable value for shareholders.
56
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
ANALYSIS OF CONSOLIDATED
FINANCIAL RESULTS
The financial information included in this chapter has been extracted from the consolidated,
audited financial statements, prepared in accordance with the International Financial
Reporting Standards adopted by the European Union, as subsequently amended.
The consolidated financial statements reflect the operational performance and financial
position of ROCA Industry together with all portfolio companies over which it exercises
control. They provide a complete picture of the Group’s actual size, revenue-generating
capacity, operational profitability, level of indebtedness and liquidity, as well as the structure
of assets and equity.
In the consolidated financial statements, the performance of each company is included
starting from the moment ROCA Industry acquires control over it. Thus, the results are
consolidated proportionally with the period and the effective ownership percentage. In 2025,
the performance of VeltaDoors is fully included in the consolidated financial statements, as
the company was held throughout the entire financial year. In contrast, in 2024, the results
were included only partially, for the period during which the company was within the
consolidation perimeter. The situation of the participations (direct and indirect) held by the
Company is presented below:
Subsidiaries
(% consoldiation)
31 December
2025
31 December
2024
BICO
60%
60%
TERRA
60%
60%
IRANGA
60%
60%
EVOLOR
99,9916%
100%
DIAL
99,9999%
100%
ELECTROPLAST
99,9999%
100%
VELTADOORS*
99,9889%
100%
(oct-dec)
70%
(feb-sep)
* Velta Doors is the company resulting from the merger by absorption of Eco Euro Doors by
Workshop Doors in December 2024. During 2024, ROCA Industry fully owned Eco Euro Doors
throughout the year and held 70% of Workshop Doors between February and September, and
100% starting from October 2024.
57
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
CONSOLIDATED PROFIT AND LOSS ACCOUNT ANALYSIS
2025
2024
Revenue from contracts with customers
629,502,779
599,182,219
Other operating income
1,419,935
1,777,099
Change in inventories of finished goods and work in
progress
(8,957,480)
14,950,984
Expenses with raw materials, consumables and
goods
(409,763,538)
(396,636,331)
Depreciation and amortization
(32,458,428)
(30,613,323)
Goodwill impairment adjustment
(10,612,259)
-
Employee benefits expenses
(104,143,984)
(95,823,794)
Marketing and advertising expenses
(5,355,643)
(9,789,385)
Expenses with services rendered and utilities
(59,278,952)
(53,460,780)
Other gains/(losses) – net
65,874
3,738,698
Operating profit/(loss)
418,304
33,325,387
Financial income
159,165
307,234
Financial expenses
(31,524,224)
(26.144.393)
Financial result
(31,365,059)
(25.837.159)
Profit/(Loss) before income tax
(30,946,755)
7,488,228
Income tax expense
(638,698)
(1,611,596)
Net profit/(loss)
(31,585,453)
5,876,632
Other components of comprehensive income
Items that may be reclassified to profit or loss
Foreign exchange differences
190,151
(114,749)
Revaluation of property, plant and equipment
-
2,821,362
Deferred tax related to the revaluation of property,
plant and equipment
-
(451,418)
Other components of comprehensive income, net
of tax
190,151
2,255,195
Total comprehensive income
(31,395,302)
8,131,827
Total result attributable to:
Parent company
(27,962,312)
1,520,816
Non-controlling interests
(3,623,141)
4,355,816
(31,585,453)
5,876,632
Total comprehensive income is attributable to:
Parent company
(27,848,221)
3,821,911
Non-controlling interests
(3,547,081)
4,309,916
(31,395,302)
8,131,827
Earnings per share
Basic, earnings attributable to the holders of the
Company’s ordinary shares
(0.115)
0.006
58
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Revenues recorded an increase of 5.1% in 2025 compared to 2024. The breakdown of
revenues achieved in 2025 is as follows:
Revenue breakdown
2025
2024
Revenue by product line
Fiberglass and fiberglass reinforcement
(BICO Group)
150,585,672
164,602,011
Varnishes, paints and decorative plasters
(EVOLOR)
105,418,050
101,969,987
Doors for residential buildings (VELTADOORS)
93,549,821
98,608,996
Fencing panels and wire mesh (DIAL)
64,486,986
66,475,618
Electrical cables (ELECTROPLAST)
215,462,250
167,525,607
TOTAL
629,502,779
599,182,219
Out of the total revenues of RON 629.5
million recorded in 2025, a share of 79.8%
(RON 502.4 million) is represented by sales
to customers in Romania, while the
remaining sales are mainly generated by the
BICO Group with external partners from
countries such as Italy, Germany, Greece,
Poland, Bulgaria, Portugal or Croatia.
ROCA Industry is a holding company
without its own operational activity,
recording revenues mainly from dividends
distributed by the companies held in its
portfolio and other financial income, thus the
entire value of revenues comes from the
consolidation of the companies it holds.
Other operating income, amounting to a total of RON 1.4 million for 2025 (compared to
RON 1.8 million as at 31 December 2024), mainly consists of income obtained from
government grants accessed through European programs by the companies within the
group.
The variation in inventories of finished goods and work in progress amounted to RON -
9.0 million as of December 31, 2025 (compared to RON +15.0 million recorded in 2024).
This evolution reflects the fact that, in 2025, the Group utilized part of its existing inventories,
with sales levels exceeding production achieved during the current period, while in 2024 an
increase in inventories was recorded. The net decrease was mainly driven by the BICO Group
(RON -10.8 million), based on management’s decision to reduce inventory from previous
years with a higher share of lower-quality products (class B). Additional impact was
generated by DIAL (RON -0.9 million) and VELTA (RON -0.4 million), being offset by
moderate increases in the case of ELP (RON 1.0 million) and EVOLOR (RON 2.2 million).
The operating result in 2025 was influenced by a series of events with a significant impact
on operating expenses, as explained below. At consolidated level, the process of operational
59
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
efficiency improvement continued; however, not all additional costs could be passed on into
the selling price.
Expenses with raw materials, consumables and goods reached a level of RON 409.8 million
in 2025 compared to RON 396.6 million in 2024, recording a marginal increase of 3.3%,
below the revenue growth rate. The high share of this category of expenses in total operating
expenses represents a normal aspect considering the core activity of the companies within
the Group and is directly influenced by the volume of sales carried out during the analyzed
period.
Employee benefits expenses increased by 8.7% in 2025 compared to 2024, both as a result
of the acquisition of Workshop Doors, as well as due to salary increases in the construction
sector. The labor market continued to be characterized by wage pressures, generated by the
shortage of skilled personnel and the alignment of remuneration levels with general trends
in the economy. In addition, this increase reflects the initiation of the operational
transformation strategy implementation process at the level of the companies held by ROCA
Industry. Following the acquisition of a new company, the Group initiates a gradual process
of professionalization and consolidation of the organizational structure, with a focus on
strengthening the management team by attracting specialists with relevant industry
experience. This stage aims to support sustainable growth, optimization of operational
processes and the medium- and long-term development of the companies within the
portfolio.
Expenses with services rendered and utilities reached a level of RON 59.3 million in 2025,
10.9% above the level recorded in 2024, and mainly include expenses with utilities,
transport, maintenance and repairs, costs related to taxes and insurance, as well as those
related to consulting services.
Other gains/(losses) from operating activities recorded a decrease of 98.2% in 2025
compared to 2024, reaching a level of RON 0.1 million, compared to gains of RON 3.7 million
in 2024.
We note that, for presentation purposes, amounts related to foreign exchange differences
were reclassified from other net gains/losses to finance costs in the profit and loss account,
in accordance with the audited financial statements as of 31.12.2025. The reclassification
was carried out to better reflect the nature of these items and has no impact on profit before
tax, total comprehensive income, or equity.
Operational activity, also influenced by the uncertainties throughout 2025, led to the
achievement of an EBITDA, at consolidated level, of RON 43.2 million (vs. RON 63.5 million
in 2024), with an EBITDA margin of 6.9% calculated based on turnover. The contribution of
each company to EBITDA is as follows:
EBITDA breakdown
2025
2024)
EBITDA by product line
Glass fiber and fiberglass reinforcement (BICO Group)
7,213,556
20,235,019
Varnishes, paints and decorative plasters (EVOLOR)
14,419,777
11,967,069
Doors for residential construction (VELTADOORS)
9,454,055
20,479,348
Fencing panels and wire mesh (DIAL)
4,255,955
7,093,995
Electrical cables (ELECTROPLAST)
16,064,255
11,285,058
EBITDA of productive companies
51,407,598
71,060,489
60
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
EBITDA breakdown
2025
2024)
ROCA Industry – individual
(8,168,198)
(7,605,607)
Consolidated EBITDA
43,239,400
63,454,882
During 2025, the productive companies within the Group (including, within the BICO Group,
the companies Terra and Iranga) achieved EBITDA margins ranging between 4.8% (BICO
Group) and 13.7% (Evolor), reflecting the impact of the mix of economic and political factors
presented in the Business Lines Evolution section. Going forward, the company’s
management maintains its strategy for operational, commercial and financial development,
which involves both growth through investments (CAPEX), the launch of new products, the
maximization of current distribution channels, as well as the identification of new sales
channels, in an economic context that will not be without challenges and influences beyond
the Group’s control. The results achieved by BICO had a significant negative impact, mainly
due to the effect that anti-dumping duties on yarn imports from China had on raw material
costs (an additional cost of approximately RON 6 million), an impact that could not be
transferred into the selling price. Excluding the BICO impact, the difference would have been
RON -6.6 million.
The consolidated EBITDA in 2025 was eroded by depreciation and amortization expenses
totaling RON 43.1 million, 40.7% higher compared to 2024, driven by additional
amortization following the full acquisition of Workshop Doors, as well as by investments
made by the companies within the holding for expanding production capacity and improving
operational efficiency. A significant impact arises from the recognition of carrying value
adjustments for a portion of the intangible assets identified in the Bico and Dial acquisitions.
The adjustments were determined by an independent ANEVAR-authorized valuator,
following the annual valuation process and the preparation of the purchase price allocation
(PPA) report, against a backdrop of conditions less favorable than those estimated at the
time of the acquisitions (future market conditions, execution of strategic plans,
materialization of planned synergies and capacity expansions, raw material and energy price
trends, foreign exchange rates, the trajectory of inflation in Romania, and the determination
of an appropriate discount rate). Accordingly, management decided to recognize the value
adjustments, grounding its decision in the conclusions of the independent valuator.
Thus, at the level of 2025, as a result of all these elements, a operating profit of RON 0.4
million is recorded, compared to a profit of RON 33.3 million achieved in 2024.
The financial loss in 2025, amounting to RON 31.4 million, increasing by 21.4% compared
to the result obtained in 2024, was generated by financial expenses of RON 31.5 million,
mainly representing interest expenses related to LBO-type credit facilities contracted for
financing company acquisitions, as well as interest related to credit facilities contracted by
the companies in the ROCA Industry portfolio for financing investments and current
operations. Despite the repayment of due amounts, the increase in interest rates during the
year significantly impacted the financial result. At the same time, financial income, amounting
to RON 0.2 million in 2025, mainly represents interest income from short-term deposits.
A major factor contributing to the variation in the financial result is the negative evolution in
2025 of the net foreign exchange result, as an effect of the depreciation of the Romanian
leu, which amounted to RON -7.5 million in 2025, compared to RON -0.9 million in 2024.
61
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Considering all these elements, at consolidated level in 2025 a gross loss of RON 31.0 million
is recorded (compared to a profit of RON 7.5 million in 2024). The breakdown of these results
by business lines is presented below:
2025
2024
Operating result by product lines
ROCA Industry
(10,612,339)
(9,542,083)
Glass fiber and fiberglass reinforcement (BICO Group)
(11,985,892)
4,929,698
Varnishes, paints and decorative plasters (EVOLOR)
4,767,370
3,368,285
Doors for residential construction (VELTADOORS)
(5,967,846)
6,116,836
Fencing panels and wire mesh (DIAL)
(10,319,960)
1,269,799
Cabluri electrice (ELECTROPLAST)
3,171,912
1,345,693
TOTAL
(30,946,755)
7,488,228
As can be observed from the data presented above, with the exception of Electroplast and
Evolor, the directly productive companies achieved results below those of 2024, as a result
of the impact of the variations presented above.
At consolidated level, ROCA Industry recorded a net loss of RON 31.6 million (compared to
the profit achieved in 2024 amounting to RON 5.9 million), of which a negative result of RON
28.0 million is attributable to the parent entity, while the difference of RON 3.6 million is
attributable to non-controlling interests.
Business lines evolution:
a) Glass fiber and fiberglass reinforcement (BICO Group)
The turnover of the BICO Group decreased by 8.5% in 2025 compared to 2024, reaching a
level of RON 150.6 million. The company faced low demand, driven both by unfavorable
weather conditions that affected the results recorded in the first months of 2025, as well as
by the lack of funds necessary for the initiation of insulation projects in Europe.
At the same time, profitability was affected by the increase in energy prices, generated by
geopolitical tensions in the Republic of Moldova and the Transnistria region. Another major
factor was the application, starting October 2024, of a 56.1% anti-dumping duty on yarn
imports from China, which led to a direct increase in raw material costs. This impact could
not be fully transferred into selling prices, resulting in an additional cost of approximately
RON 6 million in 2025. All these factors had a negative impact on EBITDA, which in 2025
amounted to RON 7.2 million, below the level recorded in the same period of the previous
year (-64.3%). Q4 2025 was a quarter in which the company recovered from the declines
recorded in the first 9M of 2025, when the EBITDA decrease was 70.4% vs 9M 2024.
The current market context, together with the unfavorable evolution of the exchange rate,
affected the results of the BICO Group, which in 2025 recorded a net loss of RON 12.0
million, in contrast to the net profit of RON 4.2 million achieved in 2024.
The company’s net result includes an expense amounting to RON 2.3 million, representing
the adjustment of the carrying value of intangible assets identified in the acquisition,
recognized based on the purchase price allocation (PPA) report prepared by an independent
valuer authorized by ANEVAR, as presented above.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
b) Varnishes, paints and decorative plasters (EVOLOR)
The paints and varnishes market in Romania went through a 2025 marked by instability and
a significant contraction in demand. Reduced demand from consumers, amplified by
unfavorable weather starting in the second half of February, significantly affected sales, in
contrast to 2024, when weather conditions supported growth. The cautious behavior of end
consumers continues to remain a major challenge, and its evolution was decisive for the
performance in 2025.
In 2025, EVOLOR recorded a turnover of RON 105.4 million, increasing by 3.4% compared
to 2024, despite the backdrop of reduced sales volumes across all product categories. The
negative effect of the achieved sales was mitigated by the company, on one hand through
price increases, but also through organizational optimizations, so that at the EBITDA level
an improvement compared to 2024 can be observed (+20.5%), and at the level of the
achieved result, Evolor recorded a positive net result of RON 4.3 million compared to a profit
of RON 3.0 million recorded in 2024. Exchange rate fluctuations had a negative impact on
financial results, amounting to approximately RON 1.1 million.
c) Doors for residential construction (VELTADOORS)
The contraction observed in the construction materials market also affected the residential
doors sector, thus the turnover achieved in 2025 reached RON 93.6 million, 5.1% below that
recorded in 2024.
Following the merger carried out in December 2024 between Eco Euro Doors and Workshop
Doors, the company continues the operational transformation and integration process,
which, together with the current market context marked by reduced sales, had an impact on
the EBITDA margin. Thus, the residential doors segment achieved an EBITDA of RON 9.5
million, compared to an EBITDA of RON 20.5 million in 2024, and the EBITDA margin stood
at 10.1%. The EBITDA level reported for 2025 reflects the impact of non-recurring (one-off)
events, recognized as a result of audit adjustments, which do not reflect the sustainable
operational performance of the company.
Exchange rate volatility had a negative impact of RON 1.5 million in 2025 compared to RON
0.04 million in 2024. Additionally, depreciation expenses and financial expenses, particularly
interest expenses, eroded the segment’s results, so that in 2025 it rec orded a net loss of
RON 6.1 million compared to a net profit of RON 6.1 million achieved in 2024.
d) Fencing panels and wire mesh (DIAL)
The turnover recorded during 2025 was RON 64.5 million, 3.0% below the level of 2024
(RON 66.5 million), mainly due to consumers shifting towards lower-margin products, while
maintaining the volume of products sold.
Within operating expenses, the most significant are those related to employee benefits,
which increased by 22.1% compared to 2024, reaching RON 9.5 million, as well as transport
expenses. Thus, the fencing segment achieved an EBITDA of RON 4.3 million, compared to
RON 7.1 million during 2024, and the EBITDA margin stood at 6.6%. The impact of
depreciation and amortization expenses and interest expenses, together with the negative
63
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
evolution of the exchange rate, which led to a cost of RON 1.3 million, influenced the result
achieved during the period, respectively the Company recorded a net loss of RON 10.3
million, compared to a profit of RON 1.3 million in 2024. The company’s net result includes
an expense amounting to RON 8.3 million, representing the adjustment of the carrying value
of intangible assets identified in the acquisition, recognized based on the purchase price
allocation (PPA) report prepared by an independent valuer authorized by ANEVAR, as
presented above.
e) Electrical cables (ELECTROPLAST)
The turnover recorded during 2025 was RON 215.4 million, 28.6% above the level achieved
in 2024 (RON 167.5 million), mainly driven by the increased volume of sales across most
product categories.
In an unfavorable market context, Electroplast managed to achieve positive results by
improving its gross margin as a result of the customer and product mix. Additionally, the
projects completed in 2024 and 2025, together with the implemented Industry 4.0 system,
underpinned the increase in efficiency, with the OEE indicator on an upward trend in the first
half compared to last year’s performance, in line with operational objectives.
The EBITDA achieved in 2025 is 42.3% higher compared to the result obtained in 2024,
reaching a level of RON 16.1 million compared to RON 11.3 million in 2024. The net result
at the end of the year marks a profit of RON 3.2 million, despite recording unfavorable foreign
exchange differences of approximately RON 1.2 million.
CONSOLIDATED BALANCE SHEET ANALYSIS
31 december 2025
31 december 2024
ASSETS
Non-current assets
Goodwill
87,999,441
94,134,182
Other intangible assets
107,013,411
117,388,500
Property, plant and equipment
237,547,023
238,928,232
Right-of-use assets
19,470,509
11,087,779
Other non-current assets
4,456,913
722,785
Total non-current assets
456,487,297
462,261,478
Current assets
Inventories
98,396,518
113,373,491
Trade receivables
75,441,232
93,823,107
Other current assets
5,162,934
12,885,757
Prepaid expenses
2,443,357
1,415,056
Cash and cash equivalents
24,182,258
33,335,995
Total current assets
205,626,299
254,833,406
TOTAL ASSETS
662,113,596
717,094,884
EQUITY AND LIABILITIES
Capital and reserves
Share capital
248,672,220
248,672,220
Share premium
44
44
Revaluation reserves
18,822,243
18,822,243
Translation reserves
448,963
334,872
Retained earnings
(85.037.462)
(57,063,967)
64
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
31 december 2025
31 december 2024
Total equity
182,906,008
210,765,412
Non-controlling interests
18,707,154
24,042,654
Total equity
201,613,162
234,808,066
Non-current liabilities
Borrowings
143,313,558
161,980,142
Lease liabilities
9,542,346
6,016,509
Government grants
5,364,805
2,003,796
Deferred income tax liabilities
22,896,466
23,982,909
Total non-current liabilities
181,117,175
193,983,356
From the perspective of the consolidated financial position, the companies within the Group
achieved significant progress in optimizing working capital. The reduction in the value of
receivables and inventories (improvement in turnover ratios), as well as the extension of the
average payment period to suppliers and the increase in the share of trade payables,
contributed to strengthening cash flow and improving the liquidity position.
The structure of total assets (RON 662.1 million at FY 2025, decreasing by 7.7% y/y) is
dominated by non-current assets (RON 456.5 million at FY 2025, slightly decreasing vs FY
2024), representing the production capacities, equipment and technological investments
made at the level of the companies within the portfolio. The breakdown by operational
segments (excluding the impact of ROCA Industry) is presented in the following table:
31 december 2025
31 december 2024
Fiberglass and fiberglass reinforcement (BICO
Group)
157,991,649
175,412,242
Varnishes, paints and decorative plasters (EVOLOR)
128,055,712
132,539,870
Doors for residential buildings (VELTADOORS)
157,410,132
179,724,374
Edged panels and fencing mesh (DIAL)
62,107,960
82,255,045
Electric cables (ELP)
154,555,442
145.384.276
TOTAL
660,120,895
715,315,807
Part of non-current assets, the goodwill resulting from the acquisitions carried out reflects
the strategic value of the integrated entities, including market positioning, customer portfolio
and development potential. At the end of 2025, the structure of goodwill was adjusted
following the application of a prudent approach, aimed at reflecting the significant impact of
the results recorded during the financial year. In accordance with IFRS standards, goodwill
is subject to impairment testing at the end of each financial year. The conclusions of the
Current liabilities
Borrowings
125,659,978
130,039,779
Lease liabilities
4,293,836
3,233,709
Liabilities related to the acquisition of participations
12,746,250
37,305,750
Trade payables and other liabilities
125,349,001
106,074,195
Employee benefits
7,969,231
6,843,919
Current income tax liabilities
1,249,085
1,719,138
Government grants
2,115,878
3,086,972
Total current liabilities
279,383,259
288,303,462
TOTAL LIABILITIES
460,500,434
482,286,818
TOTAL EQUITY AND LIABILITIES
662,113,596
717,094,884
65
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
evaluation related to the financial year ended December 31, 2025 indicate the need to
update the value of goodwill related to the company Dial by RON 6.1 million, in order to
ensure a fair and realistic presentation in the financial statements. Therefore, the structure
of goodwill as of December 31, 2025 is presented in the following table:
31 december 2025
31 december 2024
Fiberglass and fiberglass reinforcement (BICO
Group)
18,846,752
18,846,752
Varnishes, paints and decorative plasters
(EVOLOR)
35,389,467
35,389,467
Doors for residential buildings (VELTADOORS)
19,941,779
19,941,779
Edged panels and fencing mesh (DIAL)
-
6,134,741
Electric cables (ELECTROPLAST)
13,821,443
13,821,443
TOTAL
87,999,441
94,134,182
Within the category of Other intangible assets (-8.8% compared to 31 December 2024) are
mainly included trademarks, customer relationships, licenses and other intangible items. In
accordance with IFRS standards, these intangible assets are also subject to periodic
assessment to identify any indications of impairment.
Following the completion of the analysis related to the financial year ended December 31,
2025, factors were identified indicating the need to adopt prudent measures, so as to reflect
in the financial statements the impact of the results recorded during the financial year, as
well as developments in the economic and sectoral environment. The value adjustments
recorded apply to the intangible assets identified in the Bico and Dial acquisitions, based on
the purchase price allocation (PPA) report prepared by an independent valuer authorized by
ANEVAR. Thus, the value of the adjustments amounts to RON 2.3 million in the case of Bico
and RON 2.2 million for Dial.
Total current assets as at 31 December 2025 amounted to RON 2 05.6 million, decreasing
by 19.3% compared to the value as at 31 December 2024. Of these, the most significant
component was inventories, amounting to RON 98.4 million, decreasing by 13.2%
compared to 2024, mainly due to the capitalization of existing inventories, particularly by
BICO. The main components include raw materials, finished goods and goods, work in
progress, and advances for the purchase of inventories of the companies within the
consolidation perimeter.
Another balance sheet item with significant changes is trade receivables, which, as at 31
December 2025, were 19.6% lower than at the end of 2024, reaching a level of RON 75.4
million, an evolution driven by faster collection of receivables.
Cash and cash equivalents amount to a balance of RON 24.2 million, recording a decrease
of 27.4% compared to the level recorded as at 31 December 2024, as a result of covering
the financing needs of the companies’ current activities, as well as payments made for loan
repayments and the payment of interest related to loans.
Equity and liabilities
Equity, 14.1% lower than in December 2024, evolved in line with the result of the financial
year, without recording other significant changes.
66
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Total liabilities at consolidated level were 4.5% below the level as at 31 December 2024,
reaching a total value of RON 460.5 million. Their breakdown by operational segments
(excluding the impact of ROCA Industry) is as follows:
31 december 2025
31 december 2024
Fiberglass and fiberglass reinforcement (BICO Group)
88,781,334
90,516,035
Varnishes, paints and decorative plasters (EVOLOR)
78,705,466
85,513,794
Doors for residential construction (VELTADOORS)
88,075,309
98,543,099
Edged panels and fencing mesh (DIAL)
42,886,903
53,377,481
Electric cables (ELECTROPLAST)
96,937,663
90,061,942
TOTAL
395,386,675
418,012,351
Long-term liabilities at consolidated level as of December 31, 2025, representing 39.3% of
total liabilities, amounted to RON 1 81.1 million, marking a decrease of 6.6% compared to
2024, driven by the repayment of amounts due during the year. In the same context of
strengthening the financial position, the company continued the process of optimizing its
financing structure. At the end of 2025, the level of long-term indebtedness to banking
institutions recorded a decrease of approximately 11.5% compared to the previous period,
as a result of repayments made in accordance with contractual schedules and prudent cash
flow management.
Another element impacting the share of non-current liabilities is represented by the long-
term portion of lease liabilities, which at the end of 2025 reached a level of RON 9.5 million,
compared to RON 6.0 million at the end of 2024. These liabilities represent lease facilities
mainly contracted for the acquisition of equipment necessary for carrying out current
activities.
Deferred income tax liabilities, amounting to RON 22.9 million, are determined based on
the corporate income tax rate specific to each subsidiary (RO – 16%, MD – 12% and
Lithuania – 15%). Compared to the previous year, a decrease of 4.5% is recorded, from a
liability of RON 24.0 million reported in 2024.
Short-term liabilities recorded at consolidated level as of December 31, 2025 amounted to
a total of RON 279.4 million, slightly below the level recorded at the end of 2024. The most
significant components of their structure are trade and other payables, bank borrowings, and
liabilities related to the acquisition of participations:
• Trade payables and other liabilities reached a level of RON 125.4 million as at 31
December 2025, compared to RON 106.1 million at the end of 2024. This increase
mainly comes from the growth of liabilities of the directly productive companies, a
normal fluctuation depending on the operational needs of the companies, in the
context of inventory build-up for the seasonal sales period.
• Liabilities related to the acquisition of participations, amounting to a total of RON
12.7 million, were reduced from the balance of RON 37.3 million recorded as at 31
December 2024, following the partial payment (EUR 5 million) of the purchase price
related to the 30% shareholding in Workshop Doors.
Short-term borrowings amounting to RON 125.7 million as of December 31, 2025 recorded
a variation of -3.4% compared to December 31, 2024.
67
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
The breakdown of total financial liabilities is presented in the table below. It can be
observed that net debt decreased by RON 26.1 million, with the bank loan balance declining
by RON 65.5 million (-24.4% versus FY 2024), while the shareholder loan balance increased
by RON 26.1 million, primarily as a result of financing the partial payment of the acquisition
price for the additional 30% stake in Workshop Doors.
31 December 2025
31 December 2024
Variation
Total bank loans, out of which
202,939,185
268,476,988
(65,537,803)
LBO
120,532,346
144,747,924
(24,215,578)
EVOLOR
47,349,672
55,142,677
(7,793,005)
DIAL
29,927,574
37,736,138
(7,808,564)
EED (absorbed by Velta)
43,255,100
51,869,109
(8,614,009)
Other bank loans
82,406,839
123,729,064
(41,322,225)
Leasings
13,387,485
9,250,218
4,137,267
Total bank loans
216,326,670
277,727,206
(61,400,536)
Total shareholders loans, out of which
46,358,400
20,234,845
26,123,555
LT loans
19,865,900
19,234,845
631,055
ST loans
26,492,500
1,000,000
25,492,500
TOTAL
262,685,070
297,962,051
(35,276,981)
Cash and equivalents
24,182,258
33,335,995
(9,153,737)
Net debt
238,502,812
264,626,056
(26,123,244)
CONSOLIDATED CASH FLOW ANALYSIS
2025
2024
Cash flow from operating activities
97,326,767
52,430,648
Income tax paid
(2,195,193)
(1,473,526)
Net cash generated from operating activities
95,131,574
50,957,122
Net cash used in investing activities
(47,318,929)
(61,488,793)
Net cash generated from financing activities
(57,156,533)
5,480,688
Net decrease in cash and cash equivalents
(9,343,888)
(5,050,983)
Cash and cash equivalents at the beginning of the financial
year
33,335,995
38,501,727
Effects of exchange rate changes on cash and cash
equivalents
190,151
(114,749)
Cash and cash equivalents at the end of the financial
year
24,182,258
33,335,995
Cash flow from operating activities
At consolidated level, net cash generated from operating activities as of December 31, 2025
amounted to RON 95.1 million, compared to net cash generated in 2024 of RON 51.0 million.
Cash flow generated from operating activities recorded an increase compared to the
previous period, supported by the favorable evolution of working capital, namely the efficient
management of inventories, receivables, and trade payables.
68
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Net cash used in investing activities
During 2025, the Group recorded net cash used in investing activities amounting to RON
47.3 million, 23.1% lower than the level reported for 2024 (RON 61.5 million). The main cash
outflows represent amounts paid for the acquisition of 70% of the share capital of Workshop
Doors S.R.L. (RON 25.4 million), as well as investments in equipment made by the portfolio
companies (cash used of RON 24.0 million).
Net cash generated from financing activities
At the end of 2025, the Group recorded net cash used for financing activities amounting to
RON 57.2 million, compared to the value of cash generated as reported at December 31,
2024 (RON 5.5 million). The recorded amounts represent new borrowings or drawdowns of
existing facilities (proceeds from borrowings amounting to RON 60.7 million), repayments
of loans and lease liabilities in accordance with financing terms amounting to RON 98.4
million, payment of due interest amounting to RON 18.9 million (compared to RON 20.4
million in 2024), as well as dividend payments to non-controlling interests.
69
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
INDIVIDUAL FINANCIAL RESULTS
ANALYSIS
The individual financial statements reflect the financial performance of ROCA Industry as a
separate legal entity, acting as a holding. They do not include the operational results of the
portfolio companies, which are presented in the consolidated financial statements.
At individual level, the main sources of income for a holding are dividends distributed by
portfolio companies, interest owed by group companies for loans granted by ROCA Industry,
as well as potential gains from the valuation of shareholdings.
Therefore, individual performance should be interpreted in correlation with the holding’s
development and financing strategy, taking into account the absence of its own operational
activities.
P&L ANALYSIS
2025
2024
Continuing operations
Other operating income
2,843
1,086
Depreciation and amortization
(201,158)
(168,607)
Employee benefits expenses
(3,617,807)
(3,501,601)
Advertising and promotion expenses
(110,724)
(513,511)
(Value adjustments)/Reversals of value
adjustments for held participations
(11,689,937)
8,720,542
Other operating expenses
(4,442,506)
(3,591,583)
Other gains/(losses) – net
12,029
-
Operating (loss)/profit
(20,047,259)
946,326
Financial income
10,598,236
10,650,412
Financial expenses
(2,267,101)
(1,831,108)
Net financial result
8,331,135
8,819,304
Result before income tax
(11,716,124)
9,765,630
Income tax expense
(48,744)
(446)
Net result for continuing operations
(11,764,868)
9,765,184
Total comprehensive income for the period
(11,764,868)
9,765,184
Earnings per share
(0.047)
0.040
70
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
During 2025, the revenues recorded by ROCA Industry amounted to RON 10.6 million, at
the same level as those for 2024, mainly generated from interest on loans granted to
portfolio companies (RON 4.4 million in 2025 vs RON 4.9 million in 2024) and from dividends
distributed by them (RON 6.2 million in 2025 from Velta Doors and BICO vs RON 5.8 million
in 2024, from Workshop Doors).
According to IFRS standards, the value of participations held in subsidiaries is subject to
impairment testing at the end of each financial year, based on valuation reports prepared by
an independent valuer authorized by ANEVAR. In 2024, as a result of the valuation report
prepared for 2024, an additional income amounting to RON 8.7 million was recorded,
representing the reversal of the value adjustment recognized for the participation held in
BICO in 2022, when it was decided to recognize an adjustment of RON 12.4 million (RON
3.7 million was reversed in 2023).
The conclusions of the valuation related to the financial year ended December 31, 2025
indicate the need to update the value of the participations held in BICO, DIAL and
VELTADOORS, so that they adequately reflect in the financial statements the impact of the
results recorded during the financial year, as well as developments in the economic and
sectoral environment. Thus, the value adjustment amounting to RON 11.7 million is based
on the market context and the downward dynamics recorded in 2025, which may
temporarily influence the ability of these entities to generate value in the upcoming period.
The holding’s management will continue to implement the necessary operational and
financial measures to improve the performance of the companies within the group, so that
the conditions for a potential reversal of these adjustments in future periods are met. In the
medium term, the outlook is that, through the implementation of these measures, the value
adjustment may be reversed, depending on the evolution of results and market conditions.
From the perspective of operational activity, the individual operating result must be analyzed
in light of the company’s role: ROCA Industry is not a company with its own operational
activity, but a holding that makes investments in companies, which it subsequently
coordinates and for which it applies a long-term growth strategy. Thus, operating expenses
in 2025 (RON 8.4 million versus RON 7.8 million in 2024) mainly consist of the holding’s
operational running costs, personnel and management expenses, administrative expenses,
consultancy and strategic support expenses, including audit, ESG and financial advisory
costs required to meet the stricter criteria applicable to companies listed on the regulated
market of the Bucharest Stock Exchange. Their increase was driven by additional
consultancy costs for audit and for the acquisition of the additional 30% stake in the share
capital of Workshop Doors.
Financial expenses increased by 23.8% due to the depreciation of the exchange rate (a loss
of RON 0.4 million in 2025 compared to an insignificant impact in 2024), while interest
expenses remained at a level similar to the previous year (RON 1.8 million), these being
related to intra-group loans granted by the majority shareholder, ROCA Investments,
necessary for financing the portfolio companies, as well as the holding’s current activity.
Overall, at individual level, ROCA Industry closed the year with a net loss of RON 11.8
million, of which RON 11.7 million represents the impact of recording the value adjustment
of the participations in Veltadoors, Dial, and Bico, compared to a profit of RON 9.8 million in
71
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
2024. The difference, in addition to the negative adjustment mentioned above, is generated
by the additional income recorded in 2024, amounting to RON 8.7 million, from the reversal
of the value adjustment recorded for the participation held in BICO in 2022, when it was
decided to recognize an adjustment of RON 12.4 million (RON 3.7 million was reversed in
2023).
BALANCE SHEET ANALYSIS
31 december 2025
31 december 2024
ASSETS
Non-current assets
Other intangible assets
394,454
6,233
Tangible assets
31,895
37,901
Right-of-use assets
205,935
234,564
Investments in subsidiaries
216,766,928
227,369,185
Other non-current financial assets
70,608,586
78,740,290
Deferred tax receivables
6,628
323
Total non-current assets
288,014,426
306,388,496
Current assets
Other current financial assets
14,648,479
6,083,936
Prepaid expenses
101,412
253,493
Cash and cash equivalents
219,559
1,220,742
Total current assets
14,969,450
7,558,171
Total assets
302,983,876
313,946,667
EQUITY AND LIABILITIES
Share capital and reserves
Share capital
248,672,220
248,672,220
Share premium
44
44
Retained earnings
(10,822,432)
953,625
Total equity attributable to the Company’s
shareholders
237,849,832
249,625,889
Total equity
237,849,832
249,625,889
Long-term liabilities
Long-term borrowings
23,081,315
5,968,920
Lease liabilities
122,587
80,493
Government grants
10,347
315
Total long-term liabilities
23,214,249
6,049,728
Current liabilities
Trade and other payables
14,467,380
43,473,851
Lease liabilities
87,055
156,091
Borrowings
27,092,582
14,265,925
Employee benefits – current
272,778
375,183
Total current liabilities
41,919,795
58,271,050
Total liabilities
65,134,044
64,320,778
Total equity and liabilities
302,983,876
313,946,667
72
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Total assets at individual level (RON 303.0 million as of December 2025 vs. RON 314.0
million in FY 2024) are dominated by investments in subsidiaries (RON 216.8 million) –
participations in portfolio companies reflect the strategy of building an integrated industrial
holding. The evolution of this position is driven by new acquisitions, capital increases in
subsidiaries, as well as value adjustments.
At the end of each financial year, the Company’s management assesses the recoverable
amount of the investment. Thus, as of December 31, 2025, the Company decided to adopt
a conservative approach regarding the value of the investment held in Bico Industries, Dial,
and Velta Doors, and, considering a series of internal and external indicators, recorded an
adjustment amounting to RON 11.7 million.
Investments in subsidiaries represent the foundation of the holding’s economic value, and
the only corporate change during 2025 was in the case of Evolor, where part of a shareholder
loan, amounting to RON 1 million, was converted into share capital.
The total receivables of ROCA Industry in relation to its subsidiaries amount to RON 83.1
million, a level similar to that at the end of 2024, and are represented by loans granted to
group companies (RON 69.3 million), as well as interest related to these loans (RON 13.8
million). Their allocation between short-term and long-term is determined based on the
maturity of the credit facilities.
Current assets
Total current assets as of December 31, 2025 amounted to RON 15.0 million, increasing by
98.1% compared to December 31, 2024 (RON 7.6 million); the variation mainly reflects
changes in the structure of loans granted by ROCA Industry to its subsidiaries.
Subsidiary
Interest rate
Maturity
31-Dec-25
31-Dec-24
EVOLOR
6%
25-Nov-27
24,000,000
24,000,000
EVOLOR
ROBOR 1M +2,5%
18-Nov-27
4,099,691
5,099,691
VELTADOORS
6%
16-May-26
6,628,050
6,466,330
VELTADOORS
EURIBOR 1M + 3%
27-Sep-26
1,937,430
1,890,158
VELTADOORS
EURIBOR 1M + 3%
16-Dec-27
1,784,475
1,740,935
VELTADOORS
ROBOR 1M +2%
27-Jul-26
1,912,320
2,000,000
DIAL
6%
19-Sep-27
17,425,248
17,000,084
DIAL
EURIBOR 1M + 3.3%
29-Aug-27
4,068,840
3,969,563
ELECTROPLAST
NBR reference interest rate
31-Dec-27
3,059,100
2,984,460
ELECTROPLAST
6%
31-Dec-27
1,306,252
1,274,379
ELECTROPLAST
ROBOR 1M + 3%
31-Dec-27
1,019,700
994,820
ELECTROPLAST
NBR reference interest rate
31-Dec-27
678,440
678,440
ELECTROPLAST
NBR reference interest rate
31-Dec-27
1,356,880
1,356,880
TOTAL LOAN BALANCE
69,276,426
69,455,740
INDICATOR (RON)
31.12.2025
31.12.2024
Δ %
BICO
65,490,680
71,022,300
-7.8%
EVOLOR
1,000,100
100
100%
DIAL
4,730,783
7,000,100
-32.4%
ELECTROPLAST
45,750,989
45,750,989
0%
VELTADOORS ( formerly WORKSHOP DOORS)
99,794,376
103,595,696
-3.7%
TOTAL
216,766,928
227,369,185
-4.7%
73
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
The loans recorded as granted to Evolor, Dial, and Veltadoors were in fact extended to the
investment vehicles through which the acquisition of the aforementioned subsidiaries was
carried out. Following the mergers between the acquired companies and the SPVs, the loans
were fully assumed by the companies. We note that these loans are subordinated to the
credit facilities obtained and may be extended at maturity.
With regard to ELP, ROCA Industry, as assignee, took over the receivables held by ROCA
Investments against Electroplast, arising from loan agreements concluded by ROCA
Investments as lender and Electroplast as borrower, for an assignment price equal to the
nominal value of the assigned receivables, namely RON 10,589,241 (representing RON
9,277,678 principal and RON 1,311,563 interest calculated up to June 30, 2023).
Subsequently, no new loans were granted.
Equity and liabilities
Equity reached a level of RON 237.9 million as of December 31, 2025, 4.7% below the level
recorded in FY 2024, as a result of the negative net result for the financial year ended
December 31, 2025.
Total liabilities at ROCA Industry level amounted to RON 65.1 million, with the only
significant change recorded in the structure of short-term liabilities:
- trade and other payables decreased from RON 41.4 million at the end of 2024 to RON
14.5 million in December 2025, following the payment of EUR 5 million, which settled a
significant part of the liability to the founders of Workshop Doors arising from the
acquisition of the 30% stake in the share capital. The remaining amount, namely EUR 2.5
million, will be paid in the first months of 2026.
- the transaction was financed through a EUR 5 million loan granted by ROCA
Investments, the majority shareholder of ROCA Industry, which led to an increase in
intra-group borrowings, from RON 14.3 million at the end of 2024 to RON 27.1 million
in December 2025.
Long-term liabilities increased from RON 6.1 million to RON 23.2 million, as a result of the
reclassification of loans received from the majority shareholder following the extension of
their maturity.
Description
Interest rate
Maturity
Total balance
Short-term
portion
Long-term
portion
ROCA Investments
EURIBOR 1M + 3,2%
3-Apr-28
5,098,500
-
5,098,500
ROCA Investments
EURIBOR 1M + 3,2%
31-Jul-26
1,000,000
1,000,000
-
ROCA Investments
EURIBOR 1M + 3,2%
31-Jan-27
8,499,200
-
8,499,200
ROCA Investments
10,97%
31-Dec-26
25,492,500
25,492,500
-
ROCA Investments
10,97%
12-Apr-28
150,000
-
150,000
ROCA Investments
EURIBOR 1M + 3,2%
30-Aug-27
6,118,200
-
6.118.200
Total
46,358,400
26,492,500
19,865,900
74
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
INDIVIDUAL CASH FLOW ANALYSIS
2025
2024
Cash flow from operating activities
(8,108,591)
(7,131,782)
Interest paid
(199,618)
(456,115)
Income tax paid
(69,571)
-
Net cash used in operating activities
(8,377,780)
(7,587,897)
Net cash used in investing activities
(17,989,486)
(21,641,793)
Net cash generated from financing activities
25,366,083
29,830,234
Net decrease/(increase) in cash and cash equivalents
(1,001,183)
600,544
Cash and cash equivalents at the beginning of the financial year
1,220,742
620,198
Cash and cash equivalents at the end of the financial year
219,559
1,220,742
Cash flows from operating activities
At individual level, net cash used in operating activities as of December 31, 2025 amounted
to RON 8.4 million, compared to net cash used of RON 7.6 million as of December 31, 2024.
Net cash used in investing activities
During 2025, ROCA Industry recorded net cash used in investing activities amounting to
RON 18.0 million, compared to RON 21.6 million used in 2024. This was mainly generated
by the payment of EUR 5 million, which settled a significant part of the liability to the
founders of Workshop Doors arising from the acquisition of the 30% stake in the share
capital.
Net cash generated from financing activities
At the end of 2025, ROCA Industry recorded net cash generated from financing activities
amounting to RON 25.4 million, compared to net cash used during 2024 of RON 29.8 million.
The amounts received during 2025 represent the EUR 5 million loan granted by ROCA
Investments, the majority shareholder of ROCA Industry.
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2025 ANNUAL REPORT
KEY RISKS
FINANCIAL RISKS
Liquidity risk
Liquidity risk is inherent in the operations of ROCA Industry’s subsidiaries and is associated
with the holding of inventories, receivables or other assets and their conversion into liquidity
within a reasonable time, so that the Subsidiaries can meet their payment obligations to its
creditors and suppliers. In case of non-fulfillment by the Company's Subsidiaries of these
payment obligations or of the liquidity indicators stipulated in the contract, the company's
creditors (commercial suppliers, banks, etc.) could initiate actions to execute the company's
main assets or even request the opening of insolvency proceedings which would
significantly and adversely affect the shareholders and the business, prospects, financial
condition and results of operations of ROCA Industry and its Subsidiaries.
How the Group is addressing the risk: The Company's subsidiaries constantly monitor their
risk of facing a lack of funds to carry out their activity, by planning and monitoring cash flows,
but as net revenues cannot be accurately predicted, there is a risk that this planning will be
different from what will happen in the future. In addition, commercial policies are
implemented to manage liquidity risk, both towards suppliers and towards customers
Interest rate and sources of financing risk
Some of the financing contracted by certain Subsidiaries have a variable interest rate.
Therefore, the company is exposed to the risk of this interest rate increase during the credit
facility period, which could lead to the payment of a higher interest rate and could have a
negative effect on the business, financial condition and results of operations of the respective
company or of ROCA Industry. Also, in case of deterioration of the economic environment in
which the Company's Subsidiaries operate, they may be unable to contract new financing
under the conditions they previously benefited from, which could lead to increased financing
costs and would significantly negative affect the financial situation of the respective
company, and ROCA Industry, respectively.
How the Group is addressing the risk: The Company and its Subsidiaries have a policy of
careful monitoring and negotiation of interest rates, and, for the next period, they also focus
on financing opportunities from non-reimbursable sources.
Currency risk
Currency risk represents the risk that the value of a financial instrument will fluctuate as a
result of the variation in exchange rates.
How the Group is addressing the risk: The Group tries to maintain monetary assets in
foreign currency at the level of monetary liabilities in foreign currency, in order not to be
significantly exposed to foreign exchange risk. The unwanted effects of currency risk can be
mitigated by currency hedging and hedging operations on derivative markets. Such effects
can also be avoided by including a currency clause or a price revision clause in the contract.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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OTHER BUSINESS RISKS
In addition to general risks that impact the entire business environment, such as the risk
associated with political, social and economic instabilities in the region, price risk, energy
price risk, etc., the following are additional risks that may affect the ROCA Industry Group
from the perspective of the holding company's business model and the specific activities of
the companies held by ROCA Industry. The management of ROCA Industry emphasizes that
the Group's subsidiaries benefit from insurance policies that cover the majority of the
detailed risks.
The risk associated with the business development plan
The Company's objective is to ensure a sustainable growth of the activity, which is reflected
in the main indicators - turnover and profitability. During the period of companies' transition
to the integrated business model, there is the possibility of seeing fluctuations in the
business, which can also manifest as initially lower performance compared to the previous
one. Additionally, there are risks related to recruiting the right individuals for management
positions as well as for operational roles, specialized workforce, and retaining them.
How the Group is addressing the risk: ROCA Industry management has a long-term vision,
which involves creating regional champions by creating a solid foundation and long-term
investments in production capacities and the acquisition of companies. This stage will be
managed by: establishing the growth strategy, individually, for each Subsidiary, establishing
the organizational structure and appropriate management teams, as well as the main work
processes.
Risk regarding the evolution of the construction materials market
In the context of declining purchasing power, while it is expected that access to credit will
recover due to the reduction in the monetary policy interest rate, and the number of
residential construction permits is decreasing, the risk of market growth slowdown
continues to be present, which could negatively impact the activities and operational results
of the Company and its Subsidiaries. We estimate that the residential construction sector
will be more significantly affected compared to the infrastructure sector, which will benefit
from various capital inflows from non-reimbursable funds.
The Group's Approach: One of the main concerns for reducing risk is the agile diversification
of the range of products offered, enabling the Group's companies to provide a competitive
product portfolio in markets where there is sufficient demand. Simultaneously, efforts
continue to access diversified sales channels (including the development of external sales)
and to build complementary product lines across various price segments.
The risk associated with the relationship with large retail customers
One of the main sales channels for the activities carried out by ROCA Industry through its
Subsidiaries is represented by the big chains of do-it-yourself retail. A possible change in
the contractual conditions or requirements of these customers could affect the operational
activity, as well as the results and financial position of the Company.
How the Group is addressing the risk: The diversified activity of ROCA Industry and the
strategy of the management team to diversify both sales channels (retail chains, traditional
trade, B2B, export), as well as large retail customers, contribute to reducing this risk.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
Risk associated with development in foreign markets
The future plans of ROCA Industry's management team involve expanding the export
business, which may involve various risks related to legislative, cultural or business
differences and competition specific to each market addressed. Thus, foreign operations may
not be up to the level estimated by the Company's management and may encounter various
barriers that may slow down the development of the Company's business.
How the Group is addressing the risk: ROCA Industry develops both at the Holding level
and in companies a process of integrating both know-how and best practices for export
processes but also for the integration of any newly acquired companies.
The risk of investing in other companies
ROCA Industry can decide to invest in other companies, making the investment decision
reasonably and diligently depending on future opportunities. Also, together with its
subsidiaries, ROCA Industry may decide to invest through certain subsidiaries in companies
that complement their object of activity.
However, ROCA Industry’s efforts to estimate the financial effects of any such transaction
on the Group's business may not be successful, and there can be no assurance that future
acquisitions will be able to leverage the Group's business. In addition, acquisitions may divert
financial or other resources from the Group's existing business or may require additional
expenses. Such developments could have a material adverse effect on the Group's business,
results of operations and financial condition.
The ability to make such investments may be limited by many factors, including the
availability of financing, debt clauses in financing agreements, applicable regulations, and
competition from other potential buyers. If acquisitions are made, there is no guarantee that
the Group will be able to generate the expected margins or cash flows or realize the
anticipated benefits of these acquisitions, including the expected increase or synergies.
Although the Group analyses the companies that are the subject of the acquisition, these
valuations are subject to a number of assumptions regarding profitability, growth, etc. There
is no guarantee that the Group's assessments and assumptions regarding the acquisition
objectives will prove to be correct and that actual developments may differ materially from
its expectations, especially in a macroeconomic context marked by uncertainty.
There is no guarantee that the Group will successfully acquire new assets or that it will gain
any of the benefits it anticipates as a result of these future acquisitions. If it makes
acquisitions but does not acquire these benefits, these circumstances could have a material
adverse effect on the Group's business, prospects, results of operations and financial
condition.
Commercial risk
In commercial activity, the Company's Subsidiaries develop commercial relationships with
suppliers of materials, raw materials and services, which are exposed to the risk of defective
supply, in time and quality parameters below the accepted level, of price increases or
cessation of the provision of services and products. Although there is no major dependence
on a particular supplier or service, there is the risk of a significant negative impact on the
activities of the Subsidiaries, until such supplier is replaced, Also, if the commercial partners
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
in the supply chain enter a state of potential financial instability, this may have significant
effects on the activities of the Subsidiaries.
How the Group is addressing the risk: The Group seeks to anticipate and manage such risks
through its procurement and commercial policies, by verifying and validating business
partners from a business sustainability perspective and applying tools to minimize financial
exposure risks, as well as contractual clauses that stipulate quality standards in the provision
of services and delivery of goods, including the consequences of non-compliance with these
clauses.
Storage and Transport Risk
The storage and transport risk of products is associated with potential losses arising from
the maintenance and transportation of the products. These losses pertain primarily to
physical wear and tear, rather than obsolescence, demand rejection, or market collapse, to
the extent that the products can only be sold at a price that does not cover production costs.
The Group's Approach: To address these risks, Road Freight Contract Conventions -
insurance is secured for all shipments. This ensures that the transport complies with the
specific conditions for the goods, and in the event of damage or loss, the carrier assumes
responsibility. Additionally, some companies, such as DIAL and BICO, have stock insurance,
and the possibility of adopting CARGO all risks insurance is being considered for the future.
Environmental impact
How the Group is addressing the risk: ROCA Industry subsidiaries will monitor compliance
with applicable environmental policies by proposing to conduct their business responsibly,
in order to minimize the impact on the environment and the carbon footprint it leaves. There
are no environmental disputes at the time of publishing this report and no environmental
disputes are expected.
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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CORPORATE GOVERNANCE PRINCIPLES
THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
Section A – Governing bodies
A.1.1 The Board should have an
internal regulation that formalises
and clearly states its roles and
responsibilities. The articles of
association, Board’s internal
regulation and other internal
regulations should clearly
delineate the roles and
competencies among the Board,
general meeting of shareholders
(GMS) and executive
management.
YES
In the Articles of Association
available on the company’s
website, you can find the
responsibilities of the Board of
Directors, the General Meeting
of Shareholders (GMS), and
the executive management.
Additionally, the Board of
Directors’ Internal Regulations
published on the company’s
website provide detailed
information on the role and
responsibilities of the Board.
Link:
(https://rocaindustry.ro/regulam
ente-si-politici/)
(https://rocaindustry.ro/regulam
ente-si-politici/)
A.1.2 Board’s internal regulation
should include, among others, the
Board’s responsibilities as well as
fiduciary duties of directors to act
on a fully informed basis, in good
faith, with due diligence and care,
and in the best interest of the
Company, its shareholders and
taking into account the interests of
other stakeholders in line with
legal requirements.
YES
The requested information can
be found in the Board of
Directors’ Internal Regulations
available on the company’s
website.
Link:
(https://rocaindustry.ro/regulam
ente-si-politici/)
A.1.3
To sustain the Company’s long-
term viability and success, the
Board should:
• Oversee the development
and approve the Company’s
strategy and ensure that it
also integrates sustainability
aspects, including
environmental and social
YES
These roles and responsibilities
are specified in the Board
ofDirectors’ Internal Regulations
available on the company’s
website.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
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THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
(E&S) considerations and
climate-related risks and
opportunities;
• Appoint and dismiss CEO
and other executives to
whom executive
management responsibilities
were delegated (called
executive management) and
ensure their succession
planning;
• Oversee the management
performance, management
role in addressing material
sustainability risks and
opportunities and align the
remuneration of executive
management with the long-
term interests and
sustainability of the
Company, according to the
provisions of the Company’s
remuneration policy;
• Ensure there is a sound
framework for internal
controls and risk
management;
Ensure that the Company has in
place procedures to enable
effective communication with
shareholders and other
stakeholders.
A.1.4 Duration of appointment of
Board and executive management
should be set clearly and should,
to the extent possible, foster
stability and predictability.
YES
The Articles of Association
available on the company’s
website stipulate that the term
of office for members of the
Board of Directors is 4 years.
Regarding the appointment of
the Chief Executive Officer,
this is carried out by the Board
of Directors for a term of up to
four years, with the possibility
of being reappointed for
subsequent terms.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
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THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
A.2.1 The Board should have at
least five members.
YES
According to the Articles of
Association available on the
company’s website, the Board
of Directors consists of 5
members. During 2025, this
provision was complied with.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.2.2 The Board should have in
place a policy on Board and
executive management diversity
and should ensure that diversity
requirements in terms of gender,
age, experiences and skills are
incorporated in the Nomination
Policy.
NO
The Board ensures diversity in
terms of gender, age,
experience, and competencies;
however, at present, a
Nomination Policy is not yet
available at the ROCA Industry
level (currently under
preparation).
A.2.3 The Board should develop a
Board profile which specifies the
desired characteristics and traits
of its members including factors
such as independence, diversity,
integrity, specific skills and
experience, industry knowledge,
ability and willingness to devote
adequate time and effort to Board
responsibilities in the context of
the needs of the Board and its
committees and their exercise of
the Board’s strategic and
oversight roles. The Board profile
can be part of the Nomination
Policy.
YES
The Board profile is available
on the company’s website.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.2.4 The majority of the members
of the Board should be non-
executives. At least a third of the
Board members should be
independent. Each independent
member of the Board should
submit a declaration regarding
his/her independence at the time
of his/her nomination for election
or re-election as well as when any
change in his/her status arises, as
per the criteria of independence
defined in law and in Appendix A
to the Code.
YES
During 2025, 2 out of the 5
Board members were
independent, and at the time of
their nomination for election,
they submitted a declaration
regarding their independence.
No changes in their status
occurred during the year.
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THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
A.2.5 The Nomination and
Remuneration Committee (or the
entire Board if there is no
Nomination and Remuneration
Committee) should assess
whether the directors can be
considered independent under the
factors taken into account, by
examining whether there are any
business or other personal
relationships that could materially
affect the independence and
objectivity of the director and
his/her ability to act in the best
interests of the Company, its
shareholders and stakeholders.
YES
When new candidates are
proposed for the position of
Board member, the
Nomination and Remuneration
Committee assesses whether
the members can be
considered independent by
examining any business or
personal relationships that
could significantly affect the
Board member’s
independence, objectivity, and
ability to act in the best
interests of the Company, its
shareholders, and its
stakeholders.
A.2.6 The positions of Chairperson
and Chief Executive Officer (CEO)
are recommended to be held by
different individuals.
YES
When new candidates are
proposed for the position of
Board member, the
Nomination and Remuneration
Committee evaluates whether
they can be considered
independent by examining any
business or personal
relationships that could
significantly affect the
member’s independence,
objectivity, and ability to act in
the best interests of the
Company, its shareholders,
and its stakeholders.
A.2.7 If the Chairperson and CEO
functions are performed by the
same person, it is recommended
that the Board appoints an
independent Vice-Chairperson.
Not applicable, as provision
A.2.6 is complied with.
A.3.1 The Company should
develop and disclose a board
nomination policy (“Nomination
Policy”) that should define the
processes and procedures for the
nomination, election or
replacement of a director. The
Nomination Policy, approved by
the competent governance body,
shall describe how the Company
receives and evaluates
nominations from shareholders
NO
At present, a Nomination
Policy is not available at the
ROCA Industry level (currently
under preparation).
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THE PROVISIONS OF THE
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
(including minority shareholders)
or from members of the Board,
including in relation to the board
profile, independence and
diversity.
A.3.2 The Board, through its
Nomination and Remuneration
Committee, if established, should
monitor the nomination process of
candidates for the position of
Board member.
YES
The Regulation of the
Nomination and Remuneration
Committee stipulates that the
Committee monitors the
process of nominating
candidates for Board
membership. This provision is
complied with.
A.3.3 The Company should
disclose to shareholders
information on the experiences
and CV of the director candidates
that they require to make an
informed decision on the
appointment or reappointment of
the directors including the
following:
• candidates’ professional
commitments and
engagements, including
executive and non-executive
positions in companies,
public authorities, not-for-
profit bodies or other
organisations;
• any existing or potential
conflicts of interest including
whether they have business,
family or other relationships
that could affect their
performance as directors on
the Board;
which shareholder or member of
the Board proposed each
candidate for the Board positions.
YES
If the agenda of the General
Meeting of Shareholders
includes the appointment of
one or more Board members,
their CVs are made available to
shareholders on the
company’s website, in the
GMS section. During 2025,
such a meeting took place on
September 15.
Link:
(https://rocaindustry.ro/adunar
i-generale-ale-actionarilor/).
A.4.1 The Board shall establish an
Audit Committee to enhance its
oversight capability over the
financial reporting, internal control
framework, internal and external
audit processes, and compliance
with applicable laws and
YES
The Board has established an
Audit and Risk Committee. The
Committee’s regulations are
available on the company’s
website.
Link:
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THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
regulations. Where a separate risk
management committee is not
required by law or already
established, the Audit Committee
will also include oversight
responsibilities for the efficiency of
the risk management framework.
(https://rocaindustry.ro/regula
mente-si-politici/)
A.4.2 The Audit Committee is
recommended to be composed of
non-executive directors. The
majority of the Committee
members is recommended to be
independent, including the
Committee chairperson. The
Audit Committee, as a whole,
should have competencies
relevant to the Company’s area of
operations. The Committee and its
members should comply with the
applicable national and European
legislation.
PARTIALLY
COMPLIED
The Audit and Risk Committee
is composed of 3 members,
two of whom are non-
executive directors with
experience in finance and
management, and only one of
whom is independent.
The third member, Mr. Sorin
Man, was re-elected by the
Ordinary General Meeting of
Shareholders in December
2025 and has proven and
adequate experience in audit
or accounting.
Mr. Rudolf Vizental has over
20 years of experience in
investments, managing
companies in financial distress,
and banking finance, while Mr.
Dan Moruțan is the Chief
Financial Officer of PREBET
SA, a company listed on the
Bucharest Stock Exchange.
A.4.3 The Boards of Premium Tier
companies should set up a
Nomination and Remuneration
Committee formed of non-
executive directors. The majority
of the Committee members is
recommended to be independent,
including the Committee
chairperson. The Board may also
establish a separate Nomination
Committee and a separate
Remuneration Committee if the
Board composition
accommodates it and if this is
justified given the Company’s size
and complexity of its business and
governance structures.
YES
ROCA Industry is listed in the
Standard Category; however,
during 2025, it partially
complied with this
recommendation. The Board
has established a Nomination
and Remuneration Committee.
The Committee’s regulations
are available on the company’s
website, and the Chair of the
Nomination and Remuneration
Committee is independent.
Link:
https://rocaindustry.ro/regula
mente-si-politici/)
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THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
A.4.4 In addition to its specific
responsibilities as provided under
this Code, the Nomination and
Remuneration Committee should:
i. Review and recommend to
the Board the size and
composition of the Board and lead
the development and ongoing
review of the Board profile;
ii. Identify individuals
qualified to become Board
members and members of the
executive management, if
requested; evaluate the
candidates for executive
management roles; evaluate the
candidates proposed by the
shareholders or by Board
members for a director role and
inform the GMS accordingly;
iii. Make recommendations to
the Board concerning committee
appointments (other than the
Nomination and Remuneration
Committee);
iv. Coordinate an annual
evaluation of the Board, directors
and committees in line with
provisions set out in Principle A.5.;
v. Assist the Board in
fulfilling its responsibilities related
to the Company’s remuneration
policy;
vi. Assist the Board in the
development of the succession
plans for executive management,
as well as the emergency
succession plans and CEO search
process, as required;
vii. Oversee the administration
of the Company’s compensation
and benefits plans.
YES
The Regulation of the
Nomination and Remuneration
Committee sets out these
responsibilities.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.4.5 The role and responsibilities
of Board committees should be
defined in separate internal
regulation (operating regulations)
and disclosed on the Company’s
YES
The regulations of the Audit
and Risk Committee and the
Nomination and Remuneration
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THE PROVISIONS OF THE
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
website. If the Company chooses
not to establish any of the Board
committees not required by law,
the corresponding tasks and
responsibilities shall be done by
the Board and should be
adequately stated in the Board’s
internal regulation.
Committee are available on the
company’s website.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/).
A.4.6 The evaluation of
independence for the members of
the committees, including when
the members of the committees
are appointed by the GMS, shall be
carried out according to the same
procedure applicable to the
independent members of the
Board.
YES
The criteria used to determine
the independence of Board of
Directors members also apply
to the members of the
committees.
A.4.7 The chairpersons of the
Audit Committee and Nomination
and Remuneration Committee
should not be the Chairperson of
the Board or of any other
committee, unless this is justified
by the size of the Board.
YES
This provision was complied
with during 2025, with the
positions held as follows:
Chairman of the Board –
ROCA Management, through
its permanent representative
Rudolf Paul Vizental;
Chairman of the Audit and Risk
Committee – Adela Smeu;
Chairman of the Nomination
and Remuneration Committee
– Victorița Șter Chelba.
A.5.1 The Board Chairperson is
primarily responsible for ensuring
that the Board functions properly.
The Board’s internal regulation
should contain the role and
responsibilities of the Board
Chairperson and the Board
Chairperson, at a minimum,
should:
• Determine the agenda of the
Board meetings, chair such
meetings and ensure that
minutes are kept of such
meetings;
• Ensure the Board receives
accurate, timely, useful,
succinct information to
enable the Board to make
sound decisions;
YES
The Board of Directors’
Internal Regulations are
available on the company’s
website and include these
roles and responsibilities.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
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THE PROVISIONS OF THE
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
• Ensure the Board has
sufficient time for
consultation and decision-
making;
• Enable the Committees to
function properly and that
there is effective
communication with Board
committees, including
actionable, insightful reports
of committees back to the full
Board;
• Ensure the performance of
the Board is evaluated and
discussed at least once a year
and disclosed as per
provision D.1.3;
• Ensure that the Board has
proper working relationship
with the executive
management. The CEO and
the Chairman of the Board (if
positions are held by different
individuals) shall meet
regularly;
Address and manage internal
disputes and conflicts of interest
concerning Board members.
A.5.2 The Board should meet as
often as necessary but not less
than six (6) times a year.
YES
In 2025, the Board of Directors
met in person 11 times, and
decisions were also taken by
electronic means whenever
necessary.
A.5.3 The Board can request to
designate the Corporate Secretary
who should assist the Board in
complying with its obligations
under law, Board internal
regulation and other policies. The
Corporate Secretary should be a
senior officer in the Company
tasked with assisting the Board
and its committees in organising
their activities, in preparing for the
meetings, annual Board and
committee performance
evaluation and director training
programs, if the case.
YES
The Board of Directors has
appointed a General Secretary.
The role and responsibilities of
this position are detailed in the
Board of Directors’ Internal
Regulations.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
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A.5.4 The Board should clearly
define the rights and
responsibilities, scope of authority
and other issues related to the
Corporate Secretary.
YES
The Board of Directors has
appointed a General Secretary.
The role and responsibilities of
this position are detailed in the
Board’s Internal Regulations.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.5.5 The Board and its
committees should develop and
approve an annual internal work
plan identifying topics to address
during the year before the end of
the previous year. The plan should
take into account decisions that
need to be proposed to the GMS,
reporting by management and
internal control functions, the
required frequency of Board and
Committee meetings, and should
be reviewed by the Chairperson,
assisted by the Corporate
Secretary.
PARTIALLY
COMPLIED
The Board did not prepare an
annual internal work plan at
the end of 2024; however, it
established the frequency of
Board meetings for 2025, as
well as the dates of the most
important events scheduled
for 2025, including the
publication of financial results.
A.5.6 The Board should conduct
an annual evaluation of the
composition, activity and
dynamics of the Board and its
committees, individually and as a
whole, and which should be
coordinated by the Nomination
and the Remuneration Committee.
NO
In 2025, no annual evaluation
of the structure, activity, and
dynamics of the Board and its
committees, either individually
or as a whole, was conducted.
An evaluation policy will be
developed during 2026, and
the first evaluation process will
take place in 2027, covering
the year 2026.
A.5.7 The Nomination and
Remuneration Committee should
share the results of the Board
evaluation with the whole Board
and should then set follow up
actions, if any, including
professional development and
training plans for the Board to fill
gaps.
NO
This provision will be
implemented for the year
2026.
A.5.8 The Board’s internal
regulation should require
YES
The Board of Directors’
Internal Regulations, available
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Company orientation (induction)
programmes for newly appointed
directors, ensured by internal staff
of the Company. The Board’s
internal regulation can also include
references for ongoing director
education program, if needed. The
implementation of any orientation
and ongoing trainings
programmes for directors (as per
the Board decision) is made under
the oversight of the Nomination
and Remuneration Committee,
with the support of the Corporate
Secretary. Based on the results of
the annual board evaluation, the
Nomination and Remuneration
Committee jointly with the Board
Chairperson shall develop
professional development
programmes focusing on the
areas where capacity should be
built among Board members.
on the company’s website,
include these provisions. Upon
the appointment of new Board
members, they receive a
comprehensive information
package from the executive
management of ROCA
Industry and visit all
companies within the holding
in order to familiarize
themselves with the
management teams and their
activities.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.6.1 Executive management
should run the Company and be
accountable to the Board. Division
of responsibilities between the
Board and the executive
management and between
different members of the
executive management should be
clearly articulated in the
Company’s by-laws and the
internal regulations of the
Company.
YES
The Articles of Association
available on the company’s
website clearly set out how
responsibilities are divided
between the Board of
Directors and the Chief
Executive Officer. In addition,
the internal delegation policy
further defines how the
activities of each company
within the group are managed.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
A.6.2 When Board Chairperson
and CEO roles are exercised by
one individual, the different
responsibilities of the Board
Chairperson and CEO should be
clearly defined and distinguished
in the Company by-laws.
YES
Not applicable. As of February
2025, the Chairman of the
Board is not also the Chief
Executive Officer.
A.6.3 The Board should ensure
that the executive management is
comprised of persons with
PARTIALLY
COMPLIED
The selection and evaluation
process for members of the
executive management
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adequate knowledge, skills,
diversity and experience to
support successful Company
performance and that there are
measures in place to provide for
the orderly succession of
executive management.
considers criteria such as
relevant professional
experience, managerial
competencies, diversity of
expertise, and alignment with
the Group’s values and
objectives. At the same time,
the Company aims to ensure
management continuity by
identifying and developing
internal talent, as well as
through succession planning
for key positions. These efforts
are intended to reduce the
risks associated with
management transitions and
to maintain operational and
strategic stability. At the time
of this report, ROCA Industry
does not have a specific
internal procedure in place for
this aspect.
A.6.4 The Board, with the support
of the Nomination and
Remuneration Committee, should
annually evaluate executive
management’s performance, the
effectiveness of its cooperation
with the Board, including the
information provided to the Board.
NO
During the 2025 financial year,
the Board of Directors, with
the support of the Nomination
and Remuneration Committee,
monitored the activity of the
executive management;
however, no specific,
formalized, and measurable
performance objectives were
established for the executive
management at the beginning
of 2025, which limited the
ability to conduct a structured
and documented evaluation in
accordance with the Code’s
requirements.
The Company intends, starting
with the 2026 financial year, to
implement a formal framework
for evaluating the performance
of the executive management,
which will include the
establishment of clear,
measurable, and agreed
individual and collective
objectives from the beginning
of the year; criteria for
assessing the effectiveness of
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cooperation with the Board,
including the quality of
information provided; and a
documented annual evaluation
process coordinated by the
Nomination and Remuneration
Committee.
Section B – Risk management and internal control framework
B.1.1 The Board determines the
nature and extent of the risks the
Company is willing to take
necessary for the achievement of
Company’s strategic objectives
(i.e., the Company’s risk appetite)
and should ensure there are clear
structures, policies and
procedures in place that identify,
evaluate, report, manage and
monitor significant and emerging
risks, including risks related to
sustainability, cybersecurity and
the use of digital technologies. The
Board should explain in the annual
report the mechanisms and
processes in place to identify and
manage risks.
YES
ROCA Industry has in place a
risk management policy and
related procedure. Through
these, clear structures, policies,
and procedures have been
established to identify, assess,
report, manage, and monitor
significant and emerging risks,
including those related to
sustainability, cybersecurity,
and the use of digital
technologies.
In December, the Board of
Directors conducted a detailed
review of the risk register at
the ROCA Industry level.
B.1.2 The Board should adopt a
formal risk management policy, to
ensure accurate, complete and
timely identification, measurement
and reporting of risks, adequate
and feasible risk control measures
as well as integration of an E&S
risks into the risk management
framework in support of the
Company’s strategy
implementation.
YES
ROCA Industry has in place a
risk management policy and a
related procedure, effective as
of February 2025.
B.1.3 The Board and Audit
Committee should understand
emerging information technology
and artificial intelligence-related
changes so to mitigate
cybersecurity risks. Time should
be given to the AI risks and
opportunities and cybersecurity
on Board agenda to ensure
understanding of cyber protection.
YES
In December, the Board of
Directors conducted a detailed
review of the risk register at
the ROCA Industry level,
which also includes
cybersecurity risks.
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B.1.4 The Company is
recommended to establish a risk
management function responsible
for ensuring accurate, complete
and timely identification of the
risks, ensuring that adequate and
feasible risk control measures are
in place and monitoring the risk
management procedures. The risk
management function, through
the Chief Risk Officer (CRO),
where present, should have a
direct communication and
functional reporting to the Board
and Audit Committee (if there is
no separate Risk Committee).
PARTIALLY
COMPLIED
The Company does not
currently have an internal
function dedicated to risk
management and has not
appointed a Chief Risk Officer
(CRO). However, risk
identification and
management activities have
not been neglected, as the
Company has adopted an
approach tailored to its current
size and complexity.
During the 2025 financial year,
the Company collaborated
with an external consultant
specialized in risk
management, who supported
the process of identifying,
assessing, and documenting
significant risks at the holding
level. The Company also
maintains an updated risk
register, which reflects the
main categories of identified
risks, their likelihood and
impact, as well as the
associated control measures.
The results of this process
were communicated to the
Board of Directors during
periodic meetings.
The Company intends to
continue its collaboration with
the external consultant in
2026, maintaining and further
developing the risk register,
including its applicability to the
holding’s subsidiaries, and will
assess the opportunity to
formalize an internal risk
management framework in
line with the Company’s
business development.
B.1.5 The Board with the
assistance from the Audit
Committee should at least
annually assess the adequacy and
effectiveness of Company’s risk
management and internal control
NO
In 2025, no evaluation of the
adequacy and effectiveness of
the Company’s risk
management and internal
control framework was
conducted, as this was the first
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framework (including operational
and compliance controls) and
make relevant recommendations.
The assessment should consider
the effectiveness and scope of the
internal audit function, the
adequacy of risk management and
compliance, internal control
reports, if they are required by
applicable legislation, to the Audit
Committee, management’s
responsiveness and effectiveness
in dealing with identified internal
control failings or weaknesses and
submission of relevant reports to
the Board.
year in which the Company
implemented a policy in this
area and prepared the risk
register. The first evaluation
will be carried out during
2026.
B.1.6 The Company should
develop and make available on a
free of charge basis on the
Company’s website a whistle-
blowing mechanism which would
enable employees and
stakeholders to make reports
about suspected breaches or
wrongdoings as per the applicable
legislation in place.
NO
During 2025, a whistleblowing
policy was developed at the
Group level. During 2026, a
reporting mechanism will be
further developed and made
available free of charge on the
Company’s website.
B.2.1 In addition to its
responsibilities mentioned in
legislation and elsewhere in the
Code, the Audit Committee
should:
• Review the Company’s
internal controls and risk
management frameworks;
• Oversee the development
and application of the
Company’s policies on
conflicts of interests and
related party transactions;
• Ensure independence and
review the effectiveness of
the Company’s internal audit
function and make a
recommendation to the
Board;
• Oversee the internal audit
function;
• Oversee the preparation of
sustainability-related reports
YES
The Regulation of the Audit
and Risk Committee includes
these provisions.
Link:
(https://rocaindustry.ro/regula
mente-si-politici/)
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and information included in
them, unless this task is
assigned to another
committee;
Oversee the framework for
ensuring the Company’s
compliance with applicable legal
and regulatory requirements and
internal regulations of the
Company (like the procedures for
reporting breaches of the law or
the Company’s Code of Conduct),
unless this task is assigned to
another committee.
B.2.2 Whenever the Code
mentions reviews or analysis to be
exercised by the Audit Committee,
these should be followed by
regular (at least annual) or ad-hoc
reports to the Board.
YES
The results of the reviews or
analyses required by the Code
are included in the annual
report, in the risk management
section.
B.2.3 The Audit Committee should
monitor the independence and
objectivity of the external auditor.
The Committee should approve a
policy on the provision of
permitted non-audit services by
the external auditor in line with
legal requirements and enforce
implementation of that policy.
Committee’s findings regarding
the independence of the external
auditor should be disclosed in the
annual report.
NO
The Board of Directors reviews
and approves the engagement
of non-audit services by the
external auditor; however, it
has not yet approved and
implemented a policy in this
regard, an action that will take
place in 2026.
B.2.4 The Audit Committee should
discuss the annual audit work plan
with the external auditor covering
the scope and materiality of the
activities to be audited. The audit
committee should meet the
external auditor as needed to
discuss issues identified and to
monitor the quality of the services
provided.
YES
The external auditor submits
annually a Letter to the Audit
and Risk Committee, which
includes details regarding the
planning of the audit of the
individual and consolidated
financial statements of Roca
Industry Holdingrock1 SA,
including key aspects of the
statutory audit, audit risks and
materiality, the estimated
timeline of the engagements,
and the communication
approach throughout the audit
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process (planning, execution,
and reporting of results).
If deemed necessary, the
relevant elements of the Letter
addressed to the Audit and
Risk Committee are discussed
by the external auditor in a
separate meeting with the
Committee members. For the
planning of the statutory audit
activity for the year 2025, the
external auditor submitted the
Letter to the Audit and Risk
Committee on 18 September
2025.
B.3.1 The Board should ensure
that the internal audit has the
authority, resources and
procedures adequate to assist the
Board in ensuring effectiveness
and efficiency of the Company’s
risk management and internal
control framework.
YES
Both the Regulation of the
Audit and Risk Committee and
the risk management policy
include provisions in this
regard.
B.3.2 To ensure fulfillment of the
core functions of the internal audit
function, the head of the function
should be appointed by and report
functionally directly to the Board
via the Audit Committee, who
shall be tasked with approving
his/her appointment and
dismissal. This is without prejudice
to administrative reporting to the
CEO and sharing information with
the Company’s executive
management, in line with legal
requirements and professional
standards.
YES
The Board of Directors
approved the appointment of
the internal auditor of ROCA
Industry in August 2024. The
internal auditor reports directly
to the Board.
B.3.3 The internal audit function
should be established in line with
applicable legal requirements and
industry standards (e.g., Institute
of Internal Auditors). The internal
audit authority, composition,
remuneration, annual budget,
working procedures and other
relevant matters shall be regulated
in separate internal audit’s internal
NO
These provisions are complied
with; however, no specific
policy has been prepared and
implemented.
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regulation approved by the Board,
following the recommendation of
the Audit Committee.
B.3.4 The Audit Committee should
agree an annual internal audit
work plan with the internal
auditor, receive internal audit
reports, updates on key audit
issues, monitor implementation of
recommendations of the internal
audit and provide necessary
guidance.
YES
The Company has concluded
an internal audit contract with
an independent third-party
entity. The Audit and Risk
Committee, established in
February 2024, consists of 3
members, of whom one is
independent, one is a non-
independent member, and one
has expertise in accounting
and statutory audit but has
employment-related
contractual relationships with
an entity within the ROCA
Industry Group, which may
raise concerns, in fact or
appearance, regarding the
organizational independence
and individual objectivity of the
internal audit activity.
For the period January 2025 -
December 2027, a multiannual
internal audit plan is in place.
Section C – Performance, motivation and reward
C.1.1 Board members should
receive remuneration, as per the
Remuneration Policy of the
Company. Members who also
serve on Board committees should
receive additional remuneration
for this work. But in no
circumstances should the
remuneration be linked to the
number of board or committee
meetings.
PARTIALLY
COMPLIED
Members of the Board of
Directors receive a monthly
remuneration in accordance
with the Company’s
remuneration policy.
In addition, committee
members who are not also
Board members receive
quarterly remuneration.
Remuneration is established
through the remuneration
policy and is not linked to the
number of meetings. However,
at present, Board members do
not receive additional
remuneration for their activity
within the committees of
which they are members.
Link:
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(https://rocaindustry.ro/regula
mente-si-politici/)
C.2.1 The Board should determine
the annual remuneration of the
executive management, based on
the recommendations of the
Nomination and Remuneration
Committee and in accordance
with the Company’s remuneration
policy. The remuneration policy
should be prepared in accordance
with the relevant legal
requirements.
YES
The remuneration policy
approved by the General
Meeting of Shareholders also
includes the remuneration
limits for the Chief Executive
Officer of ROCA Industry. The
CEO’s remuneration limit was
reviewed by the Board of
Directors before being
submitted for approval to the
General Meeting of
Shareholders. The policy
specifies the fixed component
and includes performance
indicators based on which the
variable remuneration is
granted, as well as other
benefits. Upon the
appointment of a new Chief
Executive Officer, the Board of
Directors sets the fixed
remuneration and the
objectives for the variable
component, in accordance
with the remuneration policy
and the applicable legal
provisions.
C.2.2 Levels of remuneration for
executive management members
and key performance indicators
taken into account when
determining variable
(performance-based) part of the
remuneration should be set in
advance and be measurable and
appropriate in relation to the
agreed strategy and risk appetite,
the economic environment within
which the Company operates, and
the pay and conditions of
employees within the Company. In
particular, they should include
indicators related to non-financial
performance and appropriate
sustainability objectives.
YES
The remuneration policy
approved by the General
Meeting of Shareholders,
which includes the
remuneration limits for the
Chief Executive Officer of
ROCA Industry, complies with
all these provisions. The Chief
Executive Officer’s objectives
are measurable and
appropriate.
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C.2.3 Company’s shares and/or
share purchase options should
represent a significant part (e.g.,
not less than 10%) of the
executive management member’s
total variable remuneration.
PARTIALLY
COMPLIED
ROCA Industry has approved
an SOP for the executive
management. However, it has
not yet been implemented as
of the date of this report, with
this stage expected to be
completed during 2026.
Section D – Disclosure and Investor Relations
D.1.1 The Company should make
sure to provide accurate, complete
and timely financial and
operational information, including
quarterly, half-yearly and annual
reports, as well as current reports.
Companies should ensure all
relevant information is easily
accessible to investors, including
through the Company website
and other public information
sources, as the case may be.
YES
All information of interest to
investors (current reports,
financial reports, applicable
policies, and other corporate
governance matters) is
available on the company’s
website, in the Investors
section.
D.1.2 The Company is
recommended to have an Investor
Relations (IR) function and should
appoint a dedicated person in
charge of IR function. The contact
details of the person or persons
charged of the IR function shall be
available on the Company’s
website. The IR function will
report directly to the CEO/CFO,
underscoring its significance
within the Company's hierarchy
and emphasizing its central role in
managing and communicating the
Company’s capital market
engagements and status. The
Company should organise
induction and regular
training/courses, if needed, for the
IR function, tailored to its specific
needs and responsibilities.
YES
During 2025, ROCA Industry
had an Investor Relations (IR)
Director, whose contact details
are available on the
Company’s website. The IR
function reports directly to the
Chief Executive Officer.
D.1.3 The Company should
include on its corporate website a
dedicated Investor Relations
section, with all relevant
information of interest for
YES
All information of interest to
investors (current reports,
financial reports, applicable
policies, and other corporate
governance matters) is
available on the company’s
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investors, available both in
Romanian and English.
website, in the Investors
section. These are available in
both Romanian and English.
D.1.3 The company should include
on its Investor Relations section:
Main corporate regulations:
updated articles of association,
GMS procedures, board’s internal
regulation and board committees’
internal regulations.
YES
All corporate governance
regulations are available on the
ROCA Industry website, in
both Romanian and English.
Link:
https://rocaindustry.ro/regula
mente-si-politici/,
D.1.3 The company should
include on its Investor Relations
section:
• List of current members of
the Board, Board’s
Committees and executive
management, providing an
up-to-date information on
independence status ,
professional CVs
(containing at least: name,
surname, gender,
nationality, age; work
experience by year,
position and Company;
studies, field of study and
academic or professional
institution granting the
diploma), other
professional
commitments, including
executive and non-
executive Board positions
in companies, not-for-
profit institutions and state
institutions; relationship
with shareholders holding
at least 5% of the voting
rights/shares issued by the
Company; the duration of
the appointment of the
members of the Board, the
Committees and the
executive management,
specifying the date from
which they were
appointed.
YES
Details regarding the members
of the Board of Directors are
available on the Company’s
website, while information
about the executive
management can be found in
the Investors section.
Link:
https://rocaindustry.ro/departa
ment/consiliul-de-
administratie-ro/
Link:
https://rocaindustry.ro/departa
ment/echipa-de-
management-ro/,
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D.1.3 The company should include
on its Investor Relations section:
• Current reports and
periodic reports (quarterly,
semi-annual and annual
reports).
YES
The Company has a dedicated
Investors section, with multiple
sub-sections.
Link:
https://rocaindustry.ro/rapoarte-
curente/
Link:
https://rocaindustry.ro/rapoarte-
anuale/
Link;
https://rocaindustry.ro/rapoarte-
semestriale/
Link:
https://rocaindustry.ro/rapoarte-
trimestriale/
D.1.3 The company should include
on its Investor Relations section:
• Information related to
GMS: the agenda,
supporting materials and
the decisions taken;
procedure for running the
GMS; the Nomination
Policy; candidates’
professional CVs
(containing at least: name,
surname, gender,
nationality, age; work
experience by year,
position and Company;
studies, field of study and
academic or professional
institution granting the
diploma), as well as any
other information
presented at A.3.3;
communication channel(s)
for shareholders to
address questions;
answers to shareholders’
questions related to the
agenda; declarations of
independence for board
candidates and
evaluations made by
Nomination and
PARTIALLY
COMPLIED
The Company has a dedicated
Investors section, including a
sub-section for the General
Meeting of Shareholders,
where all the required
information is available, except
for the independence
statements of Board
candidates and the evaluations
carried out by the Nomination
and Remuneration Committee
or the Board for such
candidates.
Link:
https://rocaindustry.ro/adunari
-generale-ale-actionarilor/
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
THE PROVISIONS OF THE
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EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
Remuneration
Committee/Board for
candidates, including their
compliance with
independence criteria.
D.1.3 The company should include
on its Investor Relations section:
• Information on Board
evaluation, made as per
Provision A.5.7, including
evaluation criteria and
process, as well as a
summary result of the
evaluation and actions that
have been or will be
undertaken as a result of
the evaluation.
NO
For 2025, no evaluation of the
Board was conducted; this will
be carried out in 2027 for the
year 2026.
D.1.3 The company should include
on its Investor Relations section:
• Information on corporate
events, such as payment
of dividends and other
distributions to
shareholders, or other
events leading to the
acquisition or limitation of
rights of a shareholder,
including the deadlines
and principles applied to
such operations. Such
information should be
published within a
timeframe that enables
investors to make
investment decisions.
YES
Within the dedicated Investors
section, the website includes a
sub-section for investor
events, where all corporate
events are available.
Link:
https://rocaindustry.ro/evenime
nte-investitori/,
D.1.3 The company should include
on its Investor Relations section:
• Corporate policies, among
which code of conduct,
dividend policy,
remuneration policy,
forecast policy, policy for
communication with
investors, the corporate
social responsibility
(CSR)/sponsorship policy,
policy for related parties’
YES
Within the dedicated Investors
section, the website includes a
sub-section for regulations
and policies, where all
approved policies of interest to
investors are available.
Link:
https://rocaindustry.ro/regula
mente-si-politici/
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COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
transactions, policy for
diversity, equity and
inclusion, and
whistleblowing policy (if
not already part of the
Code of Conduct).
D.1.4 The Company should
organise at least two
meetings/conference calls with
analysts and investors each year.
The information presented on
these occasions should be
published in the IR section of the
Company website at the time of
the meetings/conference calls.
YES
ROCA Industry organizes 4
investor events each year to
present its financial results. In
addition, it may participate in
other events dedicated to
investors. Information
regarding these can be found
in the dedicated Investors
section, under the Investor
Events sub-section.
Link:
https://rocaindustry.ro/evenim
ente-investitori/
D.1.5 The Company should
disclose the material and
reportable non-financial and
sustainability issues with
emphasis on the disclosure of
environmental, social and
governance (ESG) issues of its
business and operations in line
with the recognized standard of
sustainability reporting. The
Company’s sustainability
statements shall be disclosed on
its website.
YES
The sustainability report,
aligned with CSRD and ESRS
standards, is an integral part of
the Directors’ Report included
in the ROCA Industry Annual
Report for 2024 and is
published on the company’s
website. The Annual Report
for 2025, which will also
include the sustainability
report, will be published at the
same link.
Link:
https://rocaindustry.ro/rapoart
e-anuale/
D.1.6 The Company should have a
CSR/sponsorship policy to guide
the activity in the area of
supporting CSR activities and
sponsorship.
YES
Not applicable, as ROCA
Industry does not carry out
activities to support CSR
initiatives and does not
provide sponsorships.
D.2.1 The Company should have a
dividend policy as a set of
directions the Company intends to
follow regarding the distribution
of net profit.
YES
The dividend policy is available
on the company’s website.
Link:
https://rocaindustry.ro/regulame
nte-si-politici/
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2025 ANNUAL REPORT
THE PROVISIONS OF THE
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EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
D.2.2 The procedure for running
the GMS should not restrict the
participation of shareholders in
GMS and the exercise of their
rights. Amendments of the
procedure for running the GMS
should take effect, at the earliest,
as of the next GMS.
NO
ROCA Industry does not have
a specific procedure for
conducting General Meetings
of Shareholders, as all relevant
provisions are included in the
GMS convening notices. The
participation of any
shareholder is not restricted.
D.2.3 The external auditors should
attend the shareholders’ meetings
where their reports are presented,
in order to respond to
shareholders’ questions.
YES
At the Annual General Meeting
of Shareholders in 2025, the
financial auditors participated
online.
D.2.4 The Board should present to
the annual GMS a summary of the
assessment of the adequacy and
effectiveness of the risk
management and internal control
framework, as per the related
information included in the annual
report.
YES
Not applicable. The Board did
not present to the Annual
General Meeting of
Shareholders in 2025 a
summary of the assessment of
the adequacy and
effectiveness of the risk
management and internal
control framework, as there
was no requirement to include
these aspects in the annual
report for 2024.
D.2.5 The Company should
stimulate engagement with
shareholders and investors by:
• Encouraging active
shareholder participation in
GMS, like ensuring conditions
for virtual participation.
• Holding regular briefings and
updates for investors,
especially during significant
corporate events.
Establishing channels for
shareholders to provide feedback
and ask questions, ensuring
responses are timely and
comprehensive.
YES
The Company makes
continuous efforts to enhance
engagement with
shareholders and investors
through:
- virtual participation in
General Meetings of
Shareholders via eVote
- quarterly conferences
for the presentation of
financial results
- participation in other
investor-focused
events
- the possibility to
subscribe to the
Company’s newsletter;
in this regard, ROCA
Industry sends
informational emails to
all interested investors
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2025 ANNUAL REPORT
THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
following the
announcement of any
event of interest to
them
D.2.6 Any professional,
consultant, expert or financial
analyst may participate in the
shareholders’ meeting upon prior
invitation from the Chairperson of
the Board. Accredited journalists
may also participate in the GMS,
unless the Chairperson decides
otherwise.
YES
The Company complies with
this provision, which is also
included in the GMS convening
notice.
Section E – Sustainability and stakeholders
E.1.1 The Board should ensure
that sustainability, environmental
and social considerations are
integrated in the Company’s
strategy and operations, risk
management and remuneration
practices and shall oversee this
integration. A specialised
sustainability committee or one of
the standing committees of the
Board shall assist the Board with
these tasks.
YES
ROCA Industry has integrated
sustainability into its
governance structure through
the ESG Policy approved by
the Board of Directors on
25.02.2026. The Board
oversees ESG implementation,
while the ESG Department
coordinates this integration
across all business lines –
production, procurement, HR,
marketing, IT, and corporate
governance.
Additionally, between
October–December 2025, the
Group carried out a
comprehensive assessment of
physical and transition climate
risks (documented in
“Roca_Industry_Climate_Stud
y_2025”), in accordance with
ESRS E1, CSRD, and the EU
Taxonomy. This climate study,
which covers all subsidiaries
(BICO, EVOLOR,
ELECTROPLAST, DIAL,
VELTADOORS) and all
locations in Romania,
Lithuania, and the Republic of
Moldova, is part of the
integrated risk management
process overseen by the
Board. The identified climate
risks will be integrated into the
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PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
Group’s decision-making
processes and investment
planning.
The Group’s ESG Strategic
Directions (document
“Directii_Strategice_ESG_ROC
A_Industry”) set measurable
objectives across the E, S, and
G pillars, aligned with ESRS.
E.1.2 The Board should ensure
that Company’s operations run
according to the national and
international E&S standards and
Company’s E&S policies are
consistent with its long-term
objectives. In particular, the
Company shall have internal acts
relating to its responsibilities for
environmental and social issues
and policies and procedures that
enable it to identify material
factors and assess the impact on
the Company’s activities.
YES
ROCA Industry has developed
an ESG Policy (approved on
25.02.2026) which establishes
commitments to national and
international environmental
and social standards, including
alignment with ISO 14001,
ISO 45001, UNGC, ILO, and
OECD, as well as compliance
with CSRD and ESRS.
Additionally, the Group has
developed a Double Materiality
Assessment Procedure and
has conducted a
comprehensive assessment of
physical and transition climate
risks (2025), in accordance
with the requirements of ESRS
E1.20 and the EU Taxonomy
(DNSH2 criterion – climate
change adaptation). This
assessment includes:
- Sensitivity analysis for
each subsidiary (BICO,
EVOLOR,
ELECTROPLAST,
DIAL, VELTADOORS)
across 11 categories of
climate hazards;
- Geospatial exposure
analysis for all sites
(Romania, Lithuania,
Republic of Moldova);
- Vulnerability analysis
(sensitivity ×
exposure), with results
classified as low to
medium at Group level;
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
- Assessment of
transition risks across
4 categories:
regulatory/legal,
technological, market,
and reputational;
- Scenarios used: IPCC
SSP5-8.5/RCP8.5
(physical risks) and IEA
NZE (transition risks),
with time horizons of
2030/2040/2050.
The Group publishes an
annually externally audited
ESG report, in accordance with
CSRD and ESRS.
Internally available documents:
ROCA Industry ESG Policy;
Double Materiality
Assessment Procedure;
Climate Risk and Vulnerability
Assessment – 2025.
E.1.3 Whenever a decision to be
approved by the Board has
potential material and negative
E&S impact, the Board should
receive from the executive
management (i) an analysis on
how this decision is aligned with
the Company’s sustainability
objectives and E&S policies or (ii)
proposal of the measures to
mitigate negative E&S impacts.
YES
The ROCA Industry ESG Policy
(Chapter VII) explicitly
provides that ESG principles
are integrated into all
significant decisions, including
operational investments,
product launches, supplier
selection, strategic
acquisitions, and internal
reorganizations. According to
Chapter VI, whenever a Board
decision may generate a
significant environmental and
social impact, the executive
team provides the Board with
an ESG alignment analysis or
proposes mitigation measures.
The 2025 Climate Study
concretely documents how
these analyses are carried out:
identified physical risks
(heatwaves, drought, floods,
extreme precipitation, etc.) and
transition risks (stricter
emissions standards, carbon
pricing under CBAM/EU ETS,
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ROCA INDUSTRY HOLDINGROCK1 S.A.
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
changing customer
preferences, volatility in raw
material prices) are
qualitatively assessed across
three time horizons (short,
medium, and long term) and
accompanied by specific
mitigation measures for each
subsidiary.
The conclusions of the Climate
Study confirm that the Group’s
consolidated vulnerability is
low to medium, resulting from
its presence in stable urban
and industrial areas and
infrastructure compliant with
technical standards. In the long
term (2040–2050), physical
climate risks are expected to
increase in intensity, requiring
proactive adaptation
investments.
Internally available documents:
ROCA Industry ESG Policy,
Chapters VI and VII; Climate
Risk and Vulnerability
Assessment – 2025 (Chapters
2 and 3).
E.2.1 The Board should ensure
that there is a formal stakeholder
identification process for
Company’s stakeholders including
investors, creditors, clients,
employees and suppliers, as well
as targeted approaches for
engaging with its priority
stakeholders.
YES
ROCA Industry conducted a
Double Materiality Analysis in
2024 in accordance with ESRS
1 and 2 (documented in the
“Double Materiality
Assessment Procedure” and
the results of the ROCA IRO
workshop 2025). The Double
Materiality Procedure
formalizes the identification of
stakeholders: investors,
creditors, clients, employees,
suppliers, communities,
authorities, NGOs, with
specific approaches for
engaging each priority
category.
The 2025 Climate Study
expands the stakeholder
identification process by
analyzing the physical impacts
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GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
of climate change on local
communities and employees
across all operational
locations. Among the
identified effects with
stakeholder impact are:
- Heatwaves with very
high risk in the
counties of Vaslui,
Neamț, Vâlcea,
Bistrița-Năsăud,
Constanța, Mureș, and
in the Republic of
Moldova (Gagauzia):
impact on employee
health and
productivity;
- High drought risk in
Vâlcea, Constanța, and
the Republic of
Moldova: impact on
local communities and
water resource
availability;
- Floods: risk assessed
specifically for each
site (BICO, EVOLOR,
ELECTROPLAST,
DIAL, VELTADOORS
locations are not
directly exposed to
flood risk according to
the T100 analysis);
- Lithuania (IRANGA):
high water stress
projected for 2050,
with risks of drought
and extreme heat.
The ESG Policy (Chapter 2.7)
предусматриes continuous
dialogue with stakeholders,
and the ESG Strategic
Directions include
commitments to community
consultation (minimum 2
sessions per year per location).
Internally available documents:
Double Materiality
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ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
THE PROVISIONS OF THE
BUCHAREST STOCK
EXCHANGE'S CORPORATE
GOVERNANCE CODE 1
COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
Assessment Procedure; ESG
Policy Chapter 2.7; Climate
Risk Assessment 2025,
Chapter 2.
E.3.1 The Board should develop a
purpose statement and a vision
statement as well as articulate
Company’s values, so the entire
organisation understands the
Company’s strategic direction.
YES
ROCA Industry is in the
process of implementing a
Code of Ethics and
Professional Conduct, with
publication on the website
expected by the end of the first
half of 2026 (according to the
ESG Strategic Directions,
Governance section). The ESG
Policy articulates the Group’s
mission, vision, and values:
integrity in decision-making,
transparency towards
stakeholders, and sustainable
performance.
The 2025 Climate Study
reinforces the company’s
purpose and values through
concrete and measurable
commitments:
- Reduction of Scope 1,
2, and 3 emissions by
10% by 2030
compared to 2024;
- Use of at least 20%
green energy by 2030
and 50% by 2040;
- Implementation of an
operational continuity
plan for each climate
risk with medium or
high vulnerability by
2027;
- Annual evaluation of at
least one supplier for
Scope 3 emission
factors, starting with
2026.
These commitments are
aligned with the IEA Net Zero
Emissions 2050 scenario and
ESRS E1 requirements,
demonstrating that the
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COMPLIANT
PARTIALLY
COMPLIANT
NOT
COMPLIAN
T
OBSERVATIONS
Group’s strategic direction
appropriately integrates the
climate dimension into all
business decisions.
Internally available documents:
ROCA Industry ESG Policy;
ESG Strategic Directions
(slides 68–74 – Governance);
Climate Risk and Vulnerability
Assessment – 2025, Chapter 4
(Conclusions).
E.3.2 The Board should adopt a
Code of Conduct for Board
members, executive management
and Company employees, with
clear provisions aimed at
preventing and sanctioning fraud
and bribery. The Board should not
permit any waiver of any ethics
requirement by any director,
executive manager or employee.
YES
The Company has a Code of
Ethics approved by the Board
of Directors, applicable to
Board members, executive
management, and Group
employees, with clear
provisions aimed at preventing
and sanctioning fraud and
bribery. No derogations from
the ethical requirements are
permitted.
E.3.3 The Board should ensure
that the Code of Conduct policies
are integrated into Company’s
practices and incorporated into
the onboarding process for new
hires. The Board should ensure the
efficient implementation and
monitoring of compliance with the
Code of Conduct and periodically
review it.
YES
The Code of Ethics was
approved during 2025 and is
available on the company’s
website. It has been
communicated to the
management of the holding and
its subsidiaries for
implementation. The document
will be reviewed periodically,
once every 2 years.
Link:
https://rocaindustry.ro/regulame
nte-si-politici/
111
ROCA INDUSTRY HOLDINGROCK1 S.A.
2025 ANNUAL REPORT
MANAGEMENT STATEMENT
Bucharest, 28 April 2026
“I confirm, to the best of my knowledge, that the individual and consolidated financial results
for the period between January 1, 2025 and December 31, 2025 present a true and fair view
of the assets, liabilities, financial position, and profit and loss account of ROCA Industry and
of its subsidiaries included in the financial statement consolidation process, taken as a whole,
and that this Report, prepared in accordance with Article 65 of Law 24/2017 on issuers of
financial instruments and market operations and Annex no. 15 of ASF Regulation no. 5/201 8
for the period ended December 31, 2025, includes a fair analysis of the development and
performance of ROCA Industry and its subsidiaries, as well as a description of the main risks
and uncertainties specific to the activity carried out. These are prepared in accordance with
the sustainability reporting standards referred to in Article 29b of Directive 2013/34/EU and
the specifications adopted pursuant to Article 8(4) of Regulation (EU) 2020/852.”
ROCA Management S.R.L., through permanent representative Rudolf-Paul Vizental
Chairman of the Board of Directors
112
SUSTAINABILITY
STATEMENT
2025
113
CONTENT
General disclosures ............................................................................................................................ 114
Report pursuant to Article 8 of Regulation (EU) 2020/852 of the European Parliament and
of the Council (the 'Taxonomy Regulation').................................................................................. 157
Climate change .................................................................................................................................... 167
Pollution ................................................................................................................................................ 193
Water and marine resources ............................................................................................................ 198
Biodiversity and ecosystems ............................................................................................................ 202
Resource use and circular economy ............................................................................................... 206
Own workforce ................................................................................................................................... 219
Workers in the value chain ............................................................................................................... 242
Affected communities ........................................................................................................................ 248
Consumers and end-users ................................................................................................................ 257
Business conduct ................................................................................................................................ 266
Cybersecurity ....................................................................................................................................... 277
List of datapoints covered by the sustainability statement ....................................................... 279
114
General disclosures
ESRS 2
ESRS 2 BP-1 – General basis for preparing the Sustainability Statement
The reporting scope covers the ROCA INDUSTRY Group HOLDINGROCK1 S.A. (hereinafter
referred to as "ROCA INDUSTRY", the "Holding" or the "Group") and its subsidiaries: BICO
(BICO INDUSTRIES S.A., TERRA IMPEX S.R.L. and IRANGA TECHNOLOGIJOS, UAB), EVOLOR
S.A., VELTADOORS S.A., DIAL S.A. and ELECTROPLAST S.A. Of these, BICO carries out
production operations in 3 countries, thus: Romania (BICO INDUSTRIES S.A.), the Republic of
Moldova (TERRA IMPEX S.R.L.) and Lithuania (IRANGA TECHNOLOGIJOS, UAB). The other
subsidiaries operate production units exclusively in Romania. No subsidiary included in the
financial consolidation shall be exempted from individual or consolidated sustainability reporting
in accordance with Article 19a(9) or 29a(8) of Directive 2013/34/EU.
ROCA INDUSTRY prepares the consolidated financial statements of the Holding, which are
audited by an independent auditor, published on the company's website and presented in the
Directors' Report. The reporting scope of the consolidated financial statements is identical to the
reporting scope of this consolidated Sustainability Statement, ensuring consistency,
comparability and completeness of the reporting.
This Sustainability Statement for the fiscal year 2025 has been prepared on a consolidated basis
and is based on the requirements of the European Sustainability Reporting Standards (ESRS),
according to the Order of the Minister of Finance no. 2844/2016, Chapter 7, Non-financial
information and diversity information. The declaration is aligned with these requirements, taking
into account the provisions of Article IV of the Order of the Minister of Finance no. 85/2024,
according to which the amendments and additions provided for in art. III apply to entities whose
financial year begins on January 1, 2024, i.e. also to companies whose securities are admitted
to trading on a regulated market.
Also, in the context of the European Commission's efforts to simplify sustainability reporting,
under the Omnibus package, for the financial year ended 31 December 2025, we applied
Delegated Regulation (EU) 2026/73. In addition, ROCA INDUSTRY uses the phase-in options
provided for in Delegated Act 2025/1416 (Quick Fix), which extends the possibility of applying
the transitional provisions of the ESRS.
When the information relates to a specific subsidiary within the Holding, it is duly identified in
the relevant section. If the information refers to Romania, the Republic of Moldova or Lithuania,
the activities of companies in that specific country are presented. If no specific subsidiary is
mentioned, the information provided applies to the entire Holding Company.
This Sustainability Statement extends beyond ROCA INDUSTRY's own operations, including
115
information from both the upstream and downstream value chains, as follows:
• The materiality assessment includes the impacts associated with the own operations and
the value chain of ROCA INDUSTRY and its subsidiaries, including products and
business relationships. This involves detailed assessments and, where considered
significant and relevant, the collection of data from suppliers, partners and customers.
More information on this aspect is available for each material topic presented in this
statement.
• The value chain was considered in the materiality assessment to identify material
impacts, risks and opportunities related to both downstream and upstream suppliers.
Each chapter addresses specific requirements for the disclosure of material matters,
identifying relevant impacts, risks and opportunities. Once an impact, risk or opportunity
is considered significant, ROCA INDUSTRY determines the relevant information for
ESRS reporting or prepares a personalized, subsidiary-specific disclosure.
• Information on the value chain, including customers and suppliers, is highlighted in
chapters focusing on thematic standards. Our policies, actions and objectives extend to
the value chain as well, involving both suppliers and customers. We collect and report
data on key sustainability indicators to ensure comprehensive accountability for
upstream and downstream activities. For upstream activities, there was no data
collection process from suppliers on key sustainability indicators in 2025. Collaboration
with suppliers on these issues is at an early stage, with a structured process for collecting
relevant information, including on greenhouse gas emissions, to be developed as a target
for 2026.
In the preparation of this Sustainability Statement, ROCA INDUSTRY did not apply the option
to omit specific applicable information relating to intellectual property, know-how or innovation
results, in accordance with section 7.7 of ESRS 1. At the same time, the exemptions regarding the
presentation of information on impending developments or matters in the course of negotiation,
as provided for in Articles 19a(3) and 29a(3) of Directive 2013/34/EU, were not applied.
ESRS 2 BP-2 Disclosures in relation to specific circumstances
This is the fourth Sustainability Statement published by ROCA INDUSTRY and covers the period
from 1 January to 31 December 2025 and the second prepared in accordance with the ESRS
requirements.
The double materiality assessment was carried out in accordance with the ESRS requirements
in 2024 and reconfirmed in 2025, to ensure the continuity and relevance of the reported
information in the context of the sustainability reporting obligations applicable to ROCA
INDUSTRY. As part of the assessment of double materiality, various aspects have been taken
into account, which are presented below.
Time horizons
In preparing the Sustainability Statement for 2025, ROCA INDUSTRY applied the following time horizons:
116
• Short-term time horizon, as the reporting year (2025);
• Medium-term time horizon, from the end of the reporting period, up to 5 years;
• Long-term time horizon, more than 5 years.
These time horizons align with ROCA INDUSTRY's ESRS and strategic planning cycles,
respectively, and support the effective monitoring and achievement of sustainability objectives.
Value chain estimation
For the current reporting period, only Scope 3 metrics were considered in relation to the value
chain. ROCA INDUSTRY currently estimates Scope 3 emissions by collecting data from its key
suppliers, using industry averages for less accessible data points, and applying recognized
calculation methodologies such as those outlined in the Greenhouse Gas Protocol. This
approach allows us to assess the emissions associated with the value chain, even if some
uncertainty remains related to the estimate. The indicators identified, the basis for preparation,
the resulting level of accuracy and the actions planned to improve accuracy in the future are
described in detail in the relevant topical chapter.
In the medium term, we aim to improve the understanding and coverage of value chain data, in
particular regarding the greenhouse gas emissions data and other relevant upstream and
downstream ESG indicators. Considering this, the Group intends to strengthen collaboration
with suppliers to obtain more comprehensive and accurate data, thereby reducing reliance on
estimates. The indicators identified, the basis of preparation, the resulting level of accuracy and
the actions planned to improve accuracy in the future are described in detail in the relevant
topical chapter.
Sources of estimation and outcome uncertainty
With regard to estimation sources and the uncertainty of the results, the factors contributing to
uncertainty have been disclosed for each quantitative indicator and relevant monetary value,
together with the assumptions and judgements applied in the measurement process.
The following table summarises the sources of estimation and outcome uncertainty.
Topic
Data Requirement
Specific
indicator /
Monetary value
Information on the
sources of measurement
uncertainty
Assumptions, estimates
and judgements in
measurement
Page
ESRS E1 -
Climate
Change
E1-6 Gross GHG
emissions categories
1, 2, 3 and Total GHG
emissions
Gross GHG
emissions,
Scope 3
Scope 3 GHG emissions
are calculated using
various methods and
databases.
As mentioned in the
methodology for the Scope
3, E1-6 calculation
180-
182
ESRS E1 -
Climate
Change
E1-6 Gross GHG
emissions categories
1, 2, 3 and Total GHG
emissions
Total GHG
emissions
Scope 3 GHG emissions
are calculated using
various methods and
databases.
As mentioned in the
methodology for the Scope
3, E1-6 calculation
180-
182
ESRS E1 -
Climate
Change
E1-6 Gross GHG
emissions categories
GHG emission
intensity by net
income
Scope 3 GHG emissions
are calculated using
As mentioned in the
methodology for the Scope
3, E1-6 calculation
180-
182
117
1, 2, 3 and Total GHG
emissions
various methods and
databases.
Updating disclosures about events after the end of the reporting period
During 2025, ROCA INDUSTRY developed a set of ESG strategic documents, which are
referenced, as applicable, under each material topic. These documents were approved by the
Board of Directors in 2026, as follows:
- ESG Policy – approved by the Board of Directors on 25 February 2026;
- ROCA INDUSTRY Climate Risk Assessment Study – approved on 24 March 2026;
- ESG Strategic Directions – approved by the Board of Directors on 24 March 2026.
Changes in preparation or presentation of sustainability information
At the end of December 2024, the companies WORKSHOP DOORS and ECO EURO DOORS
merged into VELTADOORS. In the current financial year, disclosures requiring a comparative
presentation of the situation in 2024 vs. 2025 will reflect the combined results of the 2
companies for 2024 compared with the results of VELTADOORS in 2025.
The indicators relating to water consumption and water intensity were updated as a result of a
change in the calculation methodology applied by the Group. Further details are provided
under ESRS E3‑4 Water consumption. In light of this change, the data reported for the
previous reporting period were also revised.
Disclosures stemming from other legislation or generally accepted sustainability reporting
pronouncements
The Sustainability Statement is based on the ESRS reporting requirements as well as the
requirements of the EU Taxonomy Regulation. ROCA INDUSTRY has not incorporated
information required by other legislation mandating sustainability disclosures, nor information
derived from widely recognized sustainability reporting standards or frameworks. However,
specific internal policies and procedures are in place, such as dedicated environmental policies
or quality, environmental, health and occupational safety policies associated with ISO
certifications (ISO 9001, 14001 and 45001 for BICO INDUSTRIES, EVOLOR, ELECTROPLAST,
VELTADOORS, ISO 9001 for DIAL). This documentation includes provisions related to
environmental aspects, including pollution and social aspects. References to these standards
are for informational purposes only and are used solely to provide additional context on the
existing systems and practices of the subsidiaries within the Group.
The identification and assessment of negative impacts or monitoring the effectiveness of our
ESG reporting alignment and communication efforts are included in companies' ISO
management systems, which also include relevant action plans. The applicable policies are
integrated within the ISO management systems and ensure compliance with legal requirements
and alignment with international best practices.
During the risk assessment phase undertaken for the ISO 14001 environmental management
systems certification, ROCA INDUSTRY subsidiaries carry out a detailed evaluation of the
118
“Pollution” aspect in order to identify, assess and mitigate risks, as well as to identify
opportunities for improvement. To mitigate potential negative impacts, control measures are
tailored to the specific risks identified at the level of each company. Internal measures include
establishing and complying with internal procedures and compliance with the limits set in
environmental permits for the management of potential environmental pollution at company
level, as well as promoting sustainable practices in all ROCA INDUSTRY subsidiaries. Each
ROCA INDUSTRY production site has undergone a comprehensive review by the relevant
environmental authorities as part of the environmental impact assessment or for obtaining
environmental permits and various ISO certifications, also covering environmental aspects (such
as ISO 14001 for EVOLOR, BICO INDUSTRIES, ELECTROPLAST, VELTADOORS). In addition,
consultations are carried out in accordance with permitting procedures, for which public
announcements are made, and public consultations take place for new developments or
modernisations. No public consultations took place in 2025.
ISO management systems are reviewed periodically and whenever necessary, due to changes in
the techniques used, the introduction of new equipment or substances, changes in legal, regulatory,
customer or other stakeholder requirements, or site-specific conditions in the workplace, among
others. Based on these assessments, relevant policies have been updated accordingly.
Incorporation by reference
Certain ESRS disclosure requirements are included in this Sustainability Statement by reference
to other publicly available documents. The use of incorporation by reference is clearly indicated,
and the ESRS disclosure requirements included by reference are explicitly identified, specifying
the source document and the relevant section in which the information is presented. In this
regard, information on the structure and role of the administrative, management and supervisory
bodies is incorporated by reference to the Directors' Report – Corporate Governance section.
In addition, information on impacts, risks and opportunities for each material topic is
incorporated by reference to the list of IROs identified in section SBM-3.
Use of phase-in provisions in accordance with Appendix C of ESRS 1
Where permitted under the ESRS, ROCA INDUSTRY makes use of the phase-in options,
including the application of Delegated Act (EU) 2025/1416 adopting the Quick Fix amendments,
which extend the phase-in options from one year to three years. This means that, for the year
2025, the following data points that are voluntary under these options are not reported:
Disclosure requirement
Full name of the disclosure requirement
SBM-3
Material impacts, risks and opportunities and their interaction with the strategy and
business model
E1-9
Anticipated financial effects from material physical and transition risks and potential
climate-related opportunities
E2-6
Anticipated financial effects from pollution-related impacts, risks and opportunities
E3-5
Anticipated financial effects from water and marine resources-related impacts, risks
and opportunities
119
E4-6
Anticipated financial effects from biodiversity and ecosystem-related impacts, risks
and opportunities
E5-6
Anticipated financial effects from resource use and circular economy-related impacts,
risks and opportunities
GOV-1 The role of the administrative, management and supervisory bodies
ROCA INDUSTRY has adopted a unitary management system (single level) and is governed by
a Board of Directors (BoD) composed of 5 (five) non-executive members. The current members
of the Board of Directors of ROCA INDUSTRY are presented in the table below (Table: Members
of the Board of Directors of ROCA INDUSTRY). In addition, members who no longer currently
hold a position on the Board are also included, with the relevant mandate period disclosed.
Information on the structure of the administrative, management and supervisory bodies, their roles
and responsibilities and access to sustainability expertise and skills is presented in the tables below.
Members of the Board of Directors of ROCA INDUSTRY
No.
Name
Function
Mandate
Political
Affiliation
1
Mr. Rudolf Paul Vizental
(Representative of Roca
Management SRL)
Chairman of the Board of
Directors, Non-Executive
Director
4 years
17.09.2021 – 17.09.2025
17.09.2025 – 17.09.2029
No
2
Mrs. Victorița Șter-Chelba
Non-Executive Director
4 years
03.06.2024 – 17.09.2025
17.09.2025 – 17.09.2029
No
3
Ms. Adela Smaranda Smeu
Non-Executive Director
4 years
17.09.2025 – 17.09.2029
No
4
Mr. Iuliu Ciprian Pătrașcu
Non-Executive Director
4 years
17.09.2025 – 17.09.2029
No
5
Mr. Dan Liviu Moruțan
Non-Executive Director
4 years
17.09.2025 – 17.09.2029
No
Board members replaced during 2025
1
Mr. Ioan-Adrian Bindea
Chairman of the Board of
Directors, Chief Executive Officer
4 years
17.09.2021 – 17.09.2025
No
2
Mr. Alexandru Savin
Non-Executive Director
4 years
17.09.2021 – 17.09.2025
No
3
Mr. Vasile Sandu
Non-Executive Director
2 years and 10 months
16.11.2022 – 17.09.2025
No
On 17 September 2025, changes were made in the structure of the Board of Directors, following
the expiration of the mandates of the former members of the Board of Directors and the approval of
the new structure by the Ordinary General Meeting of Shareholders held on 15 September 2025.
Relevant experience of the Board of Directors of ROCA INDUSTRY
120
No.
Name
Relevant experience
1
Mr. Rudolf Paul Vizental
(Representative of Roca
Management SRL)
• Over 6 years of experience in investment management, 10 years in crisis
management and 5 years in finance;
• Has gained relevant experience in management and restructuring roles,
contributing to decision-making processes and organizational
transformation;
• Administrator of Roca Management SRL.
2
Ms. Victorița Șter-Chelba
• Over 10 years of experience in business management, especially in real
estate and construction, as well as marketing,
• Active involvement in supporting and developing the local and national
entrepreneurial environment.
3
Ms. Adela Smaranda Smeu
• Extensive managerial experience, over 20 years in the financial field
(including financial audit);
• He has held executive management positions in multinational
environments, respectively within top retailers in the field of construction
materials
• Relevant experience on corporate governance and sustainability.
4
Mr. Iuliu Ciprian Pătrașcu
• Experience in financial management, strategic consulting and capital
markets analysis;
• Expertise in investment processes, valuation and financial structuring,
with a focus on long-term business sustainability.
5
Mr. Dan Liviu Moruțan
• Extensive experience in the financial-banking sector and corporate
management;
• Solid experience in financial management, strategic planning, mergers
and acquisitions, liquidity management and risk management
Board members replaced during 2025
1
Mr. Ioan-Adrian Bindea
• Extensive managerial experience and ability to transform companies
towards a solid and sustainable business model in the long term.
• Over 12 years of experience in restructuring, capital markets and real
estate.
• Between June 29, 2022 and January 21, 2025, he held the position of
General Manager of ROCA INDUSTRY, a role in which he approved the
Group's sustainability strategy and participated in the operational
meetings relevant to the implementation of sustainability at Group level.
As of November 1, 2025, he holds this position again.
2
Mr. Alexandru Savin
• Expertise in risk management and business development.
• Member of the Board of Directors of Sinteza SA, Ensys Renewable
Solutions S.A., Agro IFN S.A.
3
Mr. Vasile Sandu
• Extensive experience in the construction and building materials sector.
• He holds administrative roles in several companies.
ROCA INDUSTRY has engaged external sustainability consultants to enhance the expertise and
to integrate sustainable practices into the operations. These experts work closely with
management to support responsible decision-making by incorporating the latest industry
standards, thereby strengthening the Group’s commitment to sustainability.
Diversity of the members of the Board of Directors of ROCA INDUSTRY
121
ROCA INDUSTRY complies with the requirements of the capital market legislation and the
Corporate Governance Code of the Bucharest Stock Exchange regarding ensuring an adequate
gender balance and board independence in the structure of the Board of Directors. During 2025,
the structure of the Board of Directors led to an increase in female representation, from 20% in
the period 01.01.2025 – 16.09.2025 to 40% in the period 17.09.2025 – 31.12.2025, while the
share of independent members remained at 40%.
Diversity of the members of the Board of Directors of ROCA INDUSTRY
01.01.2025-
16.09.2025
17.09.2025-
31.12.2025
Number of members with executive function
0
0
Number of members with non-executive function
5
5
Percentage by gender (women) of the Board of Directors
20%
40%
Percentage by gender (male) of the Board of Directors
80%
60%
Percentage of independent members of the Board of Directors
40%
40%
The Board of Directors provides strategic guidance for the Holding by setting short-, medium-
and long-term objectives and policies, including those related to sustainability and
Environmental, Social and Governance (ESG) aspects, in line with its oversight responsibilities.
Advisory Committees of the Board of Directors
The Board of Directors is supported by 2 advisory committees: the Audit and Risk Committee
and the Nomination and Remuneration Committee, respectively, whose structure was revised
in 2025. Thus, in the meeting of September 23, 2025, the BoD of ROCA INDUSTRY approved
the structure of the Board Committees for a one-year term, with the possibility of renewing the
mandate depending on the achievement of the future applicable performance indicators (KPIs).
Audit and Risk Committee: The role of the Committee is to assist the Board of Directors in
fulfilling its responsibilities in relation to internal audit, as well as to provide an advisory function
on the company's strategy and policy regarding the internal control system, internal and external
audits and material risk management. The committee also provides support to the Board of
Directors by preparing decisions related to the oversight of the integrity and quality of the
Holding's financial reporting, the assessment of the effectiveness of risk management and
internal control systems, and the evaluation of conflicts of interest.
Members of the Audit and Risk Committee
No.
Name
Period
Function
1
Mr. Vasile Sandu
23.09.2024-17.09.2025
President
2
Mr. Rudolf Paul Vizental
(Representative of Roca Management SRL)
23.09.2024-17.09.2025
Member
23.09.2025 – 31.12.2025*
122
3
Mr. Sorin Man
23,09,2024-17.09.2025
Member
4
Ms. Adela-Smaranda Smeu
23.09.2025-31.12.2025*
President
5
Mr. Dan Liviu Moruțan
23.09.2025-31.12.2025*
Member
*The period indicated reflects the situation as of 31.12.2025. Certain members
continued their mandates beyond
this date, and any subsequent amendments will be reported in the Sustainability Statement for 2026.
More details are available in the Committee’s Rules of Procedure, in the Directors' Report,
Corporate Governance section, pages 44-47.
Nomination and Remuneration Committee
The role of the Committee is to support the Board of Directors in fullfilling its responisbilites, by
establishing the principles for selecting candidates for membership of the Board of Directors
(BoD), proposing candidates for election or re-election to the Board of Directors and
participating in the selection process for executive directors. BoD is also responsible for setting
the remuneration of the company's directors and executives, making recommendations on these
aspects for the BoD's decision, and assisting the BoD in evaluating its own performance as well
as its executive management.
Members of the Nominating and Remuneration Committee
No.
Name
Period
Function
1
Mr. Vasile Sandu
23.02.2024 – 17.09.2025
President
2
Mr. Rudolf Paul Vizental
(Representative of Roca Management SRL)
23.02.2024 – 17.09.2025
Member
23.09.2025 – 31.12.2025*
3
Mr. Alexandru Savin
23.02.2024 – 17.09.2025
Member
4
Ms. Victorița Şter
23.09.2025 – 31.12.2025*
President
5
Mr. Dan Liviu Moruțan
23.09.2025 – 31.12.2025*
Member
* The period indicated reflects the situation as of 31.12.2025. Certain members
continued their mandates beyond
this date, and any subsequent amendments will be reported in the Sustainability Statement for 2026.
Further details are available in the Committee’s Rules of Procedure, in the Directors' Report,
Corporate Governance section, pages 44-45.
Executive Management of ROCA INDUSTRY
In accordance with its responsibilities, the Board of Directors has delegated the operational
management of the Holding to the Chief Executive Officer (“CEO”). The responsibilities and
duties of the CEO are set out in the Holding’s Articles of Association and in the management
mandate agreement. The position of CEO of ROCA INDUSTRY was held by Mr. Ioan-Adrian
Bindea during the period 1 January to 21 2025. From 22 January 2025 to 31 October 2025, the
position was taken over by Ms. Camelia Ene, who has over 25 years of professional experience
in multinational companies, including relevant experience in the energy sector and in executive
123
management positions.
As of November 1, 2025, the role of CEO is exercised by Mr. Ioan-Adrian Bindea.
Executive Management of ROCA INDUSTRY
No.
Name
Function
Period
1
Ms. Camelia Ene
General Manager
22.01.2025 – 31.10.2025
2
Mr. Ioan-Adrian Bindea
General Manager
29.06.2022 – 21.01.2025
01.11.2025 - 31.12.2025*
3
Mr. Valentin Albu
Chief Financial Officer
01.04.2022 – 31.10.2025
4
Ms. Elena-Raluca Ghiță
Director of the Financial Department
01.11.2025 - 31.12.2025*
5
Mr. Alexandru Fogarași
Commercial Director
01.05.2022 - 31.12.2025*
6
Mr. Ștefan Szitas
Chief Operating Officer
01.04.2024- 31.12.2025*
7
Ms. Miruna Munteanu
Manager Marketing
01.08.2023 – 31.12.2025
8
Ms. Alexandra Țițan
Investor Relations Officer
01.08.2022 – 31.12.2025*
* The period indicated reflects the situation as of 31.12.2025. Certain members
continued their mandates beyond
this date, and any subsequent amendments will be reported in the Sustainability Statement for 2026.
The ROCA INDUSTRY team that worked closely with the CEO at the end of 2025 consists of:
No.
Name
Relevant experience
1
Mr. Valentin Albu
• Chief Financial Officer between April 2022 and October 2025
• Expertise in financial management, business consulting, taxation,
accounting and financial analysis
2
Ms. Elena-Raluca Ghiță
• Director of the Financial Department from November 2025
• Over 10 years of experience in auditing and financial reporting and
controlling
• Expertise in supporting strategic decision-making and optimizing
financial performance
3
Mr. Alexandru Fogarași
• Commercial Director since May 2022
• Extensive commercial experience and solid technical knowledge in
industries such as building materials, wood, thermal and sound insulation,
precast concrete, BCA masonry and ceramics
4
Mr. Ștefan Szitas
• Director of Operations since May 2023
• Extensive experience in managing the operational aspects of ROCA
INDUSTRY-owned companies
• Over 15 years of experience in operational management roles, covering
the entire value chain, in the production and distribution of construction
materials at European level, as well as in the development and
implementation of the logistics strategy in the oil and gas sector and the
implementation of major investment projects
5
Ms. Miruna Munteanu
• Marketing Manager between August 2023 and December 2025
• Relevant experience in marketing, acquired both in multinational and
entrepreneurial companies, as well as in advertising agencies
6
Ms. Alexandra Țițan
• Head of Investor Relations since August 2022
124
• Secretary of the ROCA INDUSTRY board since the second half of 2022,
also responsible for best corporate governance practices at group level
• Over 8 years of experience in investor relations, including working with
dual listed Romanian companies on both the Bucharest Stock Exchange
(BVB) and the London Stock Exchange (LSE), gaining a deep
understanding of the Romanian investor community and the importance
of corporate governance for a listed company.
Sustainability Reporting Coordinators
No.
Name
Relevant experience
1
Ms. Ioana Lambrinoc
• Project Coordinator since 2022
• Over 13 years of experience in multinational companies, in the finance and
customer service departments, as well as relevant experience in project
coordination and sustainability reporting.
• Experience in ensuring communication within team processes and achieving
objectives for each project, in order to improve operational efficiency.
2
Mr. Alexandru Airinei
• Sustainability Manager between June 2022 and December 2025.
• Experience in coordinating sustainability strategies, integrating ESG principles
into business strategy, and overseeing ESG compliance and reporting,
including in relation to the requirements of the EU Taxonomy and CSRD.
Management of Subsidiaries
The ROCA INDUSTRY Group consists of 5 directly owned companies and 2 indirectly owned
companies. Of these direct companies, all are joint stock companies, the management being
delegated to the general managers, who have mandate contracts, except for DIAL S.A., where
the management is carried out by the Board of Directors and the subordinate directors.
The executive directors and administrators of each subsidiary within the Group are responsible
for the implementation of the business strategy approved at the Board of Directors level. In their
mandate, they are responsible for assessing the operational impact of business decisions and
managing the current risks related to the company's activities, including those related to
sustainability aspects. In addition to these current operational responsibilities, in 2024 a policy of
delegation of authority was implemented in the entire group. The first step of this approach was
clarifying the roles of each member of the ROCA INDUSTRY team (including the members of the
Board of Directors and the CEO), as well as the responsibilities to be delegated to the CEO and,
as applicable, to subsidiary management. The responsibilities taken into account included
monitoring, tracking progress and integrating ESG aspects (IROs resulting from double materiality
assessment) into operational processes. Other actions initiated in 2024 and completed at the end
of the first half of 2025 aimed at the delegation of authority within each subsidiary of ROCA
INDUSTRY and, in case of BICO Group, also at the level of its own subsidiaries.
The executive directors and board members of the subsidiaries have diverse experience in
overseeing the company activities, covering areas such as finance, operations and development.
ROCA INDUSTRY – Management of Subsidiaries
125
Company
Name
Function
Mandate
Period
BICO INDUSTRIES
S.A.
Mr. George Adrian
Butuc
CEO
Mandate contract
01.12.2021 -
31.12.2025*
DIAL S.A.
Mr. Alexandru Anton
Fogarași
Administrator
Mandate contract
12.12.2022 -
30.10.2025*
DIAL S.A.
Mr. Florin-Valentin
Albu
Administrator
Mandate contract
01.08.2023 -
30.10.2025*
DIAL S.A.
Ms. Alexandra-
Gabriela Țițan
Administrator
Mandate contract
01.11.2025 –
31.12.2025*
DIAL S.A.
Ms. Oana-Maria
Berbece
Administrator
Mandate contract
03.06.2024 -
31.12.2025*
ELECTROPLAST
S.A.
Mr. Daniel Petre Burian
CEO
Mandate contract
01.01.2021 -
31.12.2025*
EVOLOR S.A.
Mr. Bogdan Florin
Pirvu
CEO
Management
contract /
Mandate contract
23.05.2022 –
31.06.2025 /
01.07.2025 -
31.12.2025*
VELTADOORS S.A.
Mr. Mihai Burete
CEO
Mandate contract
28.11.2024 –
15.09.2025
VELTADOORS S.A.
Mr. Victor Frunză
CEO
Mandate contract
16.09.2025 -
31.12.2025*
* The period indicated reflects the situation as of 31.12.2025. Certain members
continued their mandates beyond
this date, and any subsequent amendments will be reported in the Sustainability Statement for 2026.
Employee and worker representation is ensured through regulated social dialogue mechanisms,
collective labour agreements or internal health and safety committees and does not constitute
representation within the governance structure.
Roles and responsibilities related to sustainability
In 2025, based on the double materiality assessment and the identified impacts, risks and
opportunities, the ESG Policy and the ESG strategic directions were developed and subsequently
approved by the Board of Directors on 25 February 2026 and 24 March 2026, respectively.
Accordingly, starting with 2026, the management of each subsidiary within the Group will be
responsible not only for the operational management, but also for the implementation of the ESG
strategic directions, including the integration of the IRO resulting from the double materiality
analysis into the operational and risk management processes. Oversight of the implementation of
these strategic directions is ensured through periodic reporting lines to the Board of Directors,
existing internal controls and performance reporting in annual reports. The necessary
sustainability expertise shall be provided through the professional competences of management
bodies and, where appropriate, through access to external expertise.
GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s
administrative, management and supervisory bodies
Within ROCA INDUSTRY, in 2025 the ESG policy and ESG strategic directions were developed,
126
based on the double materiality assessment and the impacts, risks and opportunities (IRO)
identified. During the reporting period, the Board of Directors was informed of relevant
sustainability matters whenever necessary, by including them on meetings agenda, in order to
support the decision-making process and exercise of its oversight role. Apart from those already
included in the risk profile of the ROCA INDUSTRY management team in the consolidated risk
register, no specific impacts, risks or opportunities from the list resulting from the double
materiality assessment were discussed separately during the reporting period.
Strategic governance and ESG-related aspects were discussed during Board of Directors
meetings held in 2025. For example, the environmental, social and governance plan for 2025
was presented at the Board meeting held in April, while aspects related to the risk register
(including IRO-based ESG risks) were presented at the August 2025 meeting. Further details
on the Board meetings where sustainability-related topics were discussed can be found in
Chapter G1, ESRS section 2 GOV-1. This continuous communication ensures that the BoD is
informed of any developments or progress in these areas.
ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes
Within ROCA INDUSTRY, the remuneration policy applicable to the members of the Board of
Directors and the executive management has been approved by the General Meeting of
Shareholders at the level of the Holding and is updated periodically. At the time of reporting,
incentive schemes and remuneration policy do not include features or mechanisms related to
performance related to achieving ESG indicators.
The performance of the members of the administrative, management and supervisory bodies is not
assessed against specific sustainability targets, impacts, actions or indicators, consequently, no part
of the variable remuneration is conditional on the achievement of sustainability-related results.
GOV-4 – Statement on due diligence
ROCA INDUSTRY is in the process of developing its sustainability due diligence process, which
is expected to be completed by the end of 2027.
The following table illustrates how and where the application of the main aspects and steps of
the due diligence process are reflected in our Sustainability Statement:
Core elements of due diligence
Paragraphs in the Sustainability Statement
a) Embedding due diligence in governance, strategy and
business model
ESRS 2 GOV-2, ESRS 2 GOV-3, ESRS 2 SBM-3
b) Engaging with affected stakeholders at all key steps of
the due diligence process
ESRS 2 GOV-2, ESRS 2 SBM-2, ESRS 2 IRO-1, ESRS
2 GOV-3,
E1-2, E2-1, E3-1, E4-2, E5-1
S1-1, S2-1, S3-1, S4-1
127
G1-1, G1-3, G1-4
c) Identifying and assessing adverse impacts
ESRS 2 IRO-1
E1 IRO-1, E2 IRO-1, E3 IRO-1, E4 IRO-1, E5 IRO-1
ESRS 2 SBM-3
E1 SBM-3, E4 SBM-3, S1 SBM-3, S2 SBM-3, S4
SBM-3
G1 IRO-1
d) Taking action to address those adverse impacts
E1-3, E2-2, E4-3
S1-4, S2-4, S4-4
e) Tracking the effectiveness of these efforts and
communicating
E1-4, E2-3, E4-4
S1-5, S2-5, S4-5
GOV-5 – Risk management and internal controls over sustainability reporting
Sustainability reporting at ROCA INDUSTRY is integrated into the Group's annual reporting
process and includes internal approval mechanisms, controls and readiness for external insurance.
At present, the Holding does not have a formalised procedure dedicated to the internal control of
sustainability reporting; however, such a procedure is currently under development. Nevertheless,
during 2025, responsibilities related to the reporting process were ensured by the designated
coordinators (Sustainability Manager and Project Manager), who oversee the collection, analysis,
reporting and consolidation of ESG data received from the subsidiaries.
Given that 2025 is the second reporting year under the CSRD, the control framework for
sustainability reporting is still in a consolidation phase and is less mature compared to the one
applicable to financial reporting. The main risks identified relate to the accuracy and
completeness of ESG data, in particular in situations where such data is derived from financial
information, depends on third-party inputs or require the use of estimates. To mitigate these
risks, ROCA INDUSTRY applies the following internal controls:
• internal verification of ESG data at subsidiary level by the responsible person prior to
submission to the parent company;
• reconciliation of ESG indicators based on financial data with consolidated financial
statements to ensure consistency of the data used;
• validation of data (through testing) received from subsidiaries of the person responsible
for the sustainability reporting process;
• review of sustainability disclosures prior to publication by the person responsible for the
sustainability reporting process and an external consultant.
ROCA INDUSTRY also benefits from external verification carried out by an independent third-
party, which provides an additional level of assurance on the reported information and
complements the internal controls applicable to the reporting process.
During 2025, ROCA INDUSTRY focused on strengthening an internal control system related to
the reporting process by establishing a data collection and disclosure framework (the
128
development of a sustainability procedure). The ESG Policy was finalised at the end of 2025
(and approved by the Board of Directors on 25 February 2026) and was therefore not applicable
during the reporting period, while the sustainability procedure is currently under development.
The ESG policy addresses general elements of risk management and references internal controls
related to ESG data; however, a formal framework for internal controls related to the
sustainability reporting process will be included in the dedicated procedure.
ROCA INDUSTRY's approach to risk management and reporting compliance is consistent and
integrated within the Holding and its subsidiaries, given the risks associated with inaccurate
reporting of sustainability information. In this context, non‑compliance with applicable reporting
requirements may give rise to reputational risks, including potential allegations of greenwashing
or adverse impacts on brand reputation.
At the time of reporting, the indicators presented by the Group across all sustainability topics
had not been externally validated by an independent body, with the exception of the Group’s
statutory financial auditor and the designated provider of sustainability reporting assurance.
SBM-1 – Strategy, business model and value chain
ROCA INDUSTRY HOLDINGROCK1 S.A. is a Romanian company, established in September
2021 and listed in January 2022 on the AeRO Premium market of the Bucharest Stock Exchange
("BVB"). In January 2024, the process of increasing the company's share capital with a total
amount of RON 71,7 million was completed, and as of March 11, 2024, ROCA INDUSTRY
shares are listed on the main market of BVB, Standard category.
Strategy and business model
ROCA INDUSTRY operates as an industrial holding company that invests, as a majority
shareholder, in medium-sized companies in the construction materials sector, integrating them
into a group structure and developing them based on a common strategy. The Group's strategy
aims to increase value in the medium and long term by improving operational efficiency,
leveraging synergies between companies and developing sustainable local brands.
The development process of subsidiaries is structured into successive stages. The initial
transformation phase, with a duration of approximately two years, is oriented towards the
integration of management, digitalisation and investments in technology, which can temporarily
generate pressures on financial performance. This is followed by the consolidation phase,
focused on the stabilization of management teams, new distribution channels and diversification
of the product portfolio, in which the benefits of operational efficiency and synergies become
visible. The final scaling phase focuses on organic growth and, where appropriate, acquisitions,
enabling expansion into new markets and developing new products.
Until 2025, ROCA INDUSTRY's sustainability strategy was structured around four main pillars
(sustainable business, products and market, resources, energy and climate, respectively people
129
and communities), which provided the reference framework for addressing ESG issues at Group
level and were considered within the business strategy.
In 2025, based on the double materiality assessment, ROCA INDUSTRY defined specific
strategic directions for each material topic, in collaboration with all five subsidiaries of the Group.
These strategic directions are intended to be translated into concrete programmes, projects and
initiatives designed to achieve the objectives and targets to be set. The document containing
the ESG strategic directions was approved by the Board of Directors on 24 March 2026 and is
to be formally integrated into the business strategy of the subsidiaries and the Group starting in
2026.
Activities, products, markets and human capital
As a holding company, ROCA INDUSTRY has not engaged in its own operational activities but
is involved in the management and implementation of the strategy at subsidiary level. The
subsidiaries operate in the construction materials sector and cover the following main product
groups: production of fiberglass and fiberglass reinforcement (BICO), decorative varnishes,
paints and plasters (EVOLOR), doors for residential buildings (VELTADOORS), welded mesh
and fence mesh panels (DIAL) and low-voltage copper and aluminium electrical cables
(ELECTROPLAST).
BICO carries out fiberglass mesh production activities and operates on the market under two
brands: BICO and TERRA, both in national and regional distributor networks and in DIY store
chains nationwide. BICO operates in five production centers, two of which are located in
Romania (BICO INDUSTRIES), in Piatra Neamt (production of fiberglass and polyester meshes,
respectively reinforcements for reinforcing industrial products, as well as PVC/Aluminium
corners with fiberglass mesh), and in Vaslui (production of fiberglass meshes for thermal
insulation systems), two in the Republic of Moldova (which produce fiberglass mesh for thermal
insulation systems) and one in Lithuania, through IRANGA (which produces fiberglass mesh and
reinforcements for reinforcing industrial products, having two high-performance production
lines).
EVOLOR operates in the varnish and paint production industry, and its main activity is the
production of paints, primers, varnishes, thinners, washable paints, adhesives, decorative plasters
and dyes. It has seven main production sections for its product portfolio, primarily targeting the
national market. Through its two product lines, EVOLOR responds to consumer needs in a
balanced way, offering both affordable products (STICKY) and products intended for the premium
segment (Coral). These products are mainly distributed through national retail networks.
DIAL is specialised in the production of welded fence panels, woven fence mesh, Rabitz mesh
and metal poles. DIAL's portfolio includes more than 200 products that are mainly distributed
nationwide through DIY store chains and other specialized retailers an d distributors.
ELECTROPLAST carries out production activities of low voltage electrical cables made of copper
and aluminium. The Company operates in the electrical cable sector, including the railway cable
sector, and operates in accordance with the applicable safety requirements and standards
130
relevant to the construction and infrastructure sector.
VELTADOORS is the result of the merger between ECO EURO DOORS and WORKSHOP
DOORS, a process completed in December 2024. The new entity was designed to capitalize on
the synergies between the two companies by integrating operations, unifying management
teams and optimizing the logistics chain. VELTADOORS manufactures interior doors for
residential construction, offering a wide range of products (foil doors, painted doors and painted
ready doors, decor and acoustic panels for walls and ceilings) to meet both standard and non-
standard size requirements. Part of the production is allocated to export markets, while on the
domestic market, products are sold through DIY retailers as well as through a network of
specialized retailers and distributors.
ROCA INDUSTRY's market position is based on marketing efforts and by the Group’s ability to
anticipate and adapt to various competitive factors influencing the industry, such as the launch
of new products, technological developments in production, competitors' pricing strategies,
changes in consumer preferences and economic, political and social conditions in the markets in
which it operates. Depending on the context, the manner in which the Group monitors these
developments and adapts its business model, and operational strategy may influence overall
performance, development prospects, operational results and financial position.
ROCA INDUSTRY's customers mainly include DIY retailers, specialized distributors and other
commercial partners serving the construction sector, both on the domestic and foreign markets.
The products are intended for use by professional customers and end users, including
individuals, through the distribution channels of business partners. The strategic directions
defined in 2025 took into account the requirements and expectations of customers and end-
users, including product quality and safety, compliance with applicable standards and the
integration of sustainability criteria in product development and marketing. Through these
directions, ROCA INDUSTRY aims to meet customer expectations in terms of product
performance, sustainability and responsible use of resources, while contributing to the
management of impacts, risks and opportunities identified in the relationship with customers
and end users along the value chain.
During the reporting period, there were no significant changes to our products, services or markets.
There are no products or services that are prohibited in certain markets.
ROCA INDUSTRY is not active in the fossil fuel industry, in the field of controversial weapons or
tobacco products.
As detailed in the financial statements, the Group's revenues come mainly from the sale of
products in the construction materials industry, specific to the profile of each company within
ROCA INDUSTRY. In 2025, the entire Group reported total revenues of RON 629,502,779.
Company
Manufacturing sector
TURNOVER (RON)
EVOLOR
Decorative varnishes, paints and plasters
105,418,050
131
BICO
Fiberglass and fiberglass reinforcement
150,585,672
DIAL
Edging panels and fence mesh
64,486,986
VELTADOORS
Doors for residential construction
93,549,821
ELECTROPLAST
Electrical cables
215,462,250
TOTAL
629,502,779
ROCA INDUSTRY's business model is based on the Group's human capital, consisting of
employees operating in the following countries: Romania, the Republic of Moldova, Lithuania
and Bulgaria. They support the conduct of operational activities and the implementation of the
Group's strategy throughout the value chain, contributing to the achievement of economic and
operational objectives.
Number of employees by geographical areas
Geographical area:
Number of employees:
Romania
783*
Republic of Moldova
224
Lithuania
23
TOTAL
1,030
*includes an employee from Bulgaria
Company
ROMANIA
REPUBLIC OF MOLDOVA
LITHUANIA
TOTAL
EVOLOR
171*
171
BICO
118
224
23
365
DIAL
85
85
VELTADOORS
278
278
ELECTROPLAST
123
123
ROC1
8
8
TOTAL
783
224
23
1,030
*includes an employee from Bulgaria
The value chain
For the purposes of ESRS 2 SBM‑1, ROCA INDUSTRY’s value chain comprises the set of
activities, resources and relationships associated with its business model and the external
environment in which it operates. It covers the main stages from product design, sourcing and
production, through distribution, use and, where applicable, end‑of‑life, providing the reference
framework for analysing how the Group creates value and interacts with relevant stakeholders.
132
ROCA INDUSTRY subsidiaries operate in the construction materials manufacturing sector. The
upstream value chain involves suppliers of raw materials, goods and services, including national
and international operators who supply essential products and equipment for the company's
operations. Own operations include production, quality control, internal logistics and operational
management activities carried out in the Group's facilities. Downstream, products are distributed
through dedicated sales channels, including business partners and distributors, and customer
and end-user relationships are part of the Group's extended value chain.
The table below presents the activities carried out along the value chain of ROCA INDUSTRY,
from raw materials sourcing, production and assembly within own operations, to product
distribution to customers and their use in the end markets.
Upstream
Own operations
Downstream
Raw
Material
Extraction
/ Mining
Production
of
materials
Transport
of goods
and raw
materials
Contracted
services
Production
Transport
Transport
of Products
End-use of
products
ROCA INDUSTRY's operations are based on several key activities in its value chain, including
extracted raw materials, raw material processing, as well as related activities and services such
as upstream transportation. The efficient use of resources along the entire value chain is
supported by integrated management systems, operational procedures and monitoring of
relevant performance indicators, according to the Group's internal documentation and
sustainability reporting. Performance is also tracked through monthly reviews with each
subsidiary during the management meetings.
Main raw materials used in production
EVOLOR
BICO
VELTADOORS
DIAL
ELECTROPLAST
Titanium dioxide
Labels
Film
High-density
polyethylene (HDPE)
Polyethylene
terephthalate (PET)
Polypropylene (PP)
Metal
Cardboard
Filling materials
Resins
Pigments
Solvents
Additives
Water
Fiberglass thread
PES thread
SBR/acrylic emulsion
Wooden pallets
Cardboard boxes
Auxiliary chemicals
Thread
Adhesive tape
PET/PP Tape
Metal Staples
Coniferous lumber
Metal clamps
Colorants
Shrink films and films
Stretch film
Nonwoven fiberglass
Bags
Tubes of different sizes
Coniferous lumber
MDF boards
Bonding Adhesive
Primer
Enamel
Foils
Packaging
Honeycomb paper
HDF Door Panels
Decorative film
Labels
Hardware - locks,
hinges
Wooden logs
Galvanized Hard Wire
Galvanized soft wire
Lumber
Galvanized sheet
Hot-dip galvanized
pipe
Pre-galvanized pipe
Polyethylene powder
PVC granules
Dyeing Substance
LPG
Acids
Labels
PET Tape
Stretch foils
Label printer ribbon
Copper
Aluminium
Cold Rolled Strip
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SBM-2 – Interests and views of stakeholders
ROCA INDUSTRY and its subsidiaries identify and collaborate with internal and external
stakeholders who may influence the Group's operational and commercial activities or who are
affected by its activities, products and services. The main categories of stakeholders identified based
on the value chain analysis include employees, shareholders, management, customers (B2B),
consumers and end-users, suppliers, public and regulatory authorities, financial institutions,
professional associations, as well as other relevant organisations along the value chain.
Through dialogue and collaboration with relevant stakeholders, ROCA INDUSTRY collects
information on the main topics and challenges relevant to its activities. We collaborate with
stakeholders through channels tailored to each category, including consultations, regular
communication and involvement in relevant reporting and decision-making processes, aiming
to understand the interests and views of stakeholders and taking them into account in the
Group's strategy, business model and reporting process. The information obtained from this
dialogue, including that gathered during the double materiality process, is consolidated and
communicated to the management and Board of Directors of ROCA INDUSTRY, being taken into
account in the strategic decision-making process and in defining the Group's sustainability priorities.
Stakeholder dialogue and views
Key stakeholders
Type of dialogue /
engagement
Purpose of the dialogue
Results of the dialogue /
use of stakeholder views
Shareholders /
Investors
General Meetings of
Shareholders, monthly
newsletters, quarterly
presentations of results,
dedicated events
Reporting on financial
performance, business
strategy and ESG directions
Informing strategic decisions
Prioritizing sustainability
initiatives
Management
Monthly meetings of the Board
of Directors
Regular coordination
meetings, internal strategic
planning processes
Business and operational
updates/briefings
Aligning the business
strategy with ESG directions
and material topics
Integrating ESG strategic
directions into operational
and strategic planning
Employees
Internal dialogue,
consultations, internal
communication, feedback
processes
Improvement of working
conditions, health and safety,
professional development
Training and skills
development initiatives,
improvement of internal
communication, improvement
of working conditions,
employee well-being
Customers (B2B)
Current commercial
relationships, meetings with
partners, direct
communication
Understanding commercial
requirements and
expectations for products
and services
Adapting the product
portfolio and business
approach, where relevant
Consumers/end-
users
Complaint forms,
communication channels
through business partners
Identifying issues related to
product quality, safety and
use
Product improvements and
enhancement of information
provided to users
134
Suppliers of raw
materials and
auxiliary materials
and services
Commercial relations,
operational dialogue, supplier
selection and evaluation
Ensuring continuity of supply
and compliance with Group
requirements
Ensuring the quality of
services and compliance with
contractual requirements
Harmonisation of the
Group‑wide approach and
management of value‑chain
risks; optimisation of
collaboration and operational
processes
Local public
authorities
Institutional communication,
legal compliance
Compliance with legal and
regulatory requirements
Ensuring compliance and
managing the relationship
with the authorities
Regulatory
authorities (AFS,
BVB)
Official reports, periodic
communication
Compliance with capital
market and reporting
requirements
Fulfilment of reporting and
transparency obligations
Financial Institutions
/ Banks
Financial dialogue, reporting,
meetings
Access to finance and
understanding of relevant
ESG requirements
Integration of relevant criteria
into financial planning
Professional/industry
associations
Participation in industry
initiatives and forums
Monitoring industry trends
and best practices
Informing strategic decisions
and positioning in the
industry
NGOs
Ad-hoc dialogue, consultations
Understanding social and
environmental concerns
Contributions taken into
account in the materiality
analysis
Local community
Ad-hoc dialogue at local level,
institutional communication,
interactions through local
public authorities and, where
appropriate, social
responsibility initiatives
Understanding the
expectations of the
communities in which the
subsidiaries operate and
managing the potential
social and environmental
impacts associated with
operations
Assessment of relevant
impacts and risks.
(no significant risks were
identified during the
reporting period requiring
changes in the business
model)
IRO-1 – Description of the processes to identify and assess material impacts, risks and
opportunities
In 2024, ROCA INDUSTRY carried out a Group‑level double materiality assessment (DMA),
covering the operations of its subsidiaries as well as the upstream and downstream value chain,
in accordance with ESRS requirements. The stages of the process were internally documented
in line with the methodological framework described in the internal double materiality
procedure. This procedure sets out the key steps of the assessment, including the definition of
the value chain, identification of relevant stakeholders, assessment of impacts, risks and
opportunities, and validation of results. The internal procedure documents the applied process
and ensures a consistent framework for future updates of the double materiality assessment.
Internal and external consultations were used to capture relevant stakeholder perspectives and
to support the prioritisation of the topics assessed.
During the reporting period, the double materiality assessment was reviewed and reconfirmed
through an internal consultation organised by the ESG responsible person, in accordance with
135
the procedure applicable at Group level. The review focused to assess changes in the business
model, organisational structure, operational locations and regulatory environment, as well as to
analyse the potential effects on previously identified stakeholders, material topics and IROs.
As a result of this analysis carried out with the involvement of ESG responsible persons at the
Holding level, it was concluded that the identified changes did not lead to significant effects on
material topics or IROs. Accordingly, the results of the previously performed double materiality
assessment were referenced and reconfirmed. The reassessment is planned periodically (at
least annually) and whenever there are major internal or external changes, including reviews of
strategy, business processes or legislative changes.
The DMA process is aligned with the principle of double materiality (double significance) and
includes two components: materiality of impact, and financial materiality:
- Impact materiality (inside-out) - considers the actual and/or potential negative impacts over
short-, medium- or long-term time horizons and depending on the magnitude, scope and
irremediability of the impact. Positive impacts, actual or potential, were assessed based on
time horizon, magnitude, scope and likelihood. The final score was determined using an
average of all these aspects, considering the contribution of internal workshops and the
results of external consultations.
- Financial materiality (outside-in) is assessed based on the real and/or potential risks and
opportunities over short-, medium- or long-term horizons, using the criteria of probability
of occurrence and the potential magnitude of financial effects. The final score was
determined using an average of all these aspects, considering the contribution of internal
workshops and the results of external consultations. The links between impacts and
financial risks or opportunities are analysed in the double materiality process and are
reflected in the prioritisation of material topics for reporting.
The identification and assessment of actual and potential impacts on people and the
environment were carried out through internal and external consultation, including: an internal
workshop with management representatives and external consultants, interviews with top
management and stakeholder consultation, according to the DMA documentation. Negative
impacts are prioritised based on severity and likelihood criteria, and positive impacts are
assessed according to magnitude/scope and likelihood. Risks and opportunities with potential
financial effects are assessed based on the likelihood and potential magnitude of the effects,
over relevant time horizons, and the links between impacts and risks/opportunities are taken
into account in the prioritization for reporting. The process includes setting thresholds for
determining the material aspects, documented in the DMA deliverables. The final list of material
topics has been reviewed at the management level, and the results are documented in the report
with the results of the DMA.
Starting in 2025, the high‑priority ESG topics identified following the double materiality
assessment have been progressively integrated into the Group’s governance and risk
management processes. In this context, initiatives such as the development of the sustainability
136
(ESG) policy, the performance of the climate vulnerability analysis, and the definition of ESG
strategic directions were developed during 2025 and approved at Board of Directors level on
25 February 2026 (ESG Policy) and on 24 March 2026, respectively (climate change mitigation
and adaptation measures for the ROCA INDUSTRY Group, as presented in the climate risk
assessment study and the ESG strategic directions). At the same time, certain relevant policies
and governance mechanisms, such as the whistleblower framework and AML policies, have
already been implemented and applicable at Group level as of 2025. The integration of
sustainability risks into ROCA INDUSTRY's overall risk profile is carried out progressively, in line
with the maturation of the ESG governance framework.
The material impacts, risks and opportunities identified based on the 2025 DMA process are
presented in section ESRS 2 SBM-3 – Material impacts, risks and opportunities and their
interaction with strategy and business model.
In the table below we present the topics, subtopics and sub-subtopics that will not be addressed in
the 2025 Sustainability Statement, as well as a brief justification for why they are omitted.
ESRS
Standard
Sustainability matters that are NOT covered by the 2025 Sustainability Statement
Topic
Subtopic
Sub-subtopic
Disclosure
Requirement (DR)
Explanations
ESRS E2
Pollution
Pollution of living
organisms and food
resources
—
There are no
DRs specific
exclusively to
this topic
Not applicable – the activity does
not affect crops, living organisms
or other food sources.
Substances of very
high concern
—
ESRS E2_23 (d)
1
ESRS E2_35
Not applicable – ROCA
INDUSTRY does not use SVHC
substances in its own operations.
ESRS E3
Water and
marine
resources
Marine resources
Water discharges
in the oceans
There are no
DRs specific
exclusively to
this topic
Not applicable – no water is
discharged into the ocean.
ESRS E4
Biodiversity
and
ecosystems
Direct impact
drivers of
biodiversity loss
Climate change
Land use change,
freshwater use
change and sea
use change
Invasive alien
species
ESRS E4_35
ESRS E4_36
ESRS E4_38 (a)
ESRS E4_38 (b)
ESRS E4_38 (c)
ESRS E4_38 (d)
ESRS E4_38 (e)
ESRS E4_39
ESRS E4_40 (a)
ESRS E4_40 (b)
ESRS E4_40 (c)
ESRS E4_40
(d)i.
ESRS E4_40
(d)ii.
ESRS E4_41 (a)
Not applicable – ROCA
INDUSTRY does not carry out
activities that have a direct impact
on biodiversity or ecosystems. In
addition, the wood used in
production has FSC certifications.
Impacts on the
state of species
Species
population size
Species global
extinction risk
Not applicable – no such risks
were identified in the permitting
studies.
Impacts on the
extent and
condition of
ecosystems
Desertification
Not applicable – ROCA
INDUSTRY's activity does not
generate significant impacts
leading to desertification.
1
This disclosure requirement (DR) covers both substances of and substances of very high concern
137
Soil sealing
ESRS E4_41
(b)i.
ESRS E4_41
(b)ii.
ESRS E4_41
(b)iii.
Not applicable – ROCA
INDUSTRY’s activity does not
generate significant impacts
leading to large-scale soil sealing.
Construction activities are carried
out according to the existing
permits.
Impacts and
dependencies on
ecosystem services
—
This topic has not been identified
as relevant in the permitting
studies.
ESRS S1
Own
workforce
Other work-related
rights
Child labour
Forced labour
Adequate housing
ESRS S1_14 (f)
i.
ESRS S1_14 (f)
ii.
ESRS S1_14 (g)
i.
ESRS S1_14 (g)
ii.
ESRS S1_22
ESRS S1_104
(a)
ESRS S1_104
(b)
For ROCA INDUSTRY
subsidiaries located in the EU
(Romania and Lithuania) (part of
BICO, excluding EUROPLAS and
TERRA), DIAL, VELTADOORS,
ELECTROPLAST and EVOLOR,
gender equality and child labour
exploitation are not considered
significant issues, given the
applicable legislative framework,
the nature of the activities carried
out and the information available
for the reporting period, without
significant impacts associated
with these topics being identified.
EU regulations stipulate that
minors under the age of 15 may
not be employed, and the
exploitation or involvement of
minors in activities that could
affect their health, morality or
endanger their life or normal
development is prohibited. In the
Republic of Moldova, the legal
age for employment is 16 years.
ESRS S3
Affected
communities
Communities’
economic, social
and cultural rights
Adequate housing
Adequate food
Water and
sanitation
There are no
DRs specific
exclusively to
this topic
Not applicable – no impact on
affected communities has been
identified
Rights of
indigenous people
Free, prior and
informed consent
Self-determination
Cultural rights
ESRS S3_9 (a)
iv.
ESRS S3_15
ESRS S3_16 (a)
ESRS S3_17
ESRS S3_23
Not applicable – not relevant to
the activity. There are no
indigenous populations in
Romania and in the other
countries where the Group carries
out production activities.
ESRS G1
Business
conduct
Animal welfare
—
ESRS G1_10 (f)
Not applicable because ROCA
INDUSTRY does not conduct
animal experiments or breed
animals for use in production
activities.
Political
engagement and
lobbying activities
—
ESRS G1_29 (a)
ESRS G1_29 (b)
i.
Not applicable, as ROCA
INDUSTRY, the Board of
Directors, the Advisory
138
ESRS G1_29 (b)
ii.
ESRS G1_29 (c)
ESRS G1_29 (d)
Committees of the Board or the
Executive Management of ROCA
INDUSTRY have no political
interests.
The list of impacts, risks and opportunities specific to each material topic is presented in ESRS
2 SBM-3 – Material Impacts, Risks and Opportunities and their interaction with the strategy
and business model.
IRO-2 – Disclosure requirements in ESRS covered by the undertaking’s Sustainability
Statement
In our Sustainability Statement, we have complied with the disclosure requirements stipulated
by the ESRS, based on the outcome of the DMA process. We have also included a list of all data
points deriving from other EU legislation, as listed in Appendix B of ESRS 2, indicating where
they can be identified in the report or marked as “not material/not applicable”, as appropriate.
List of data points in cross-cutting standards and topical standards that derive from other EU legislation
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
Not applicable
Not applicable
ESRS 2 GOV-1
Board's gender diversity
paragraph 21 (d)
Indicator number
13 of Table #1 of
Annex 1
Commission Delegated
Regulation (EU)
2020/1816, Annex II
ESRS 2 General disclosures
ESRS 2 GOV-1
Percentage of board
members who are
independent
paragraph 21(e)
Delegated Regulation
(EU) 2020/1816,
Annex II
ESRS 2 General disclosures
ESRS 2 GOV-4
Statement on due
diligence
paragraph 30
Indicator number
10 Table #3 of
Annex 1
ESRS 2 General disclosures
ESRS 2 SBM-1
Involvement in activities
related to fossil fuel
activities
paragraph 40(d)(i)
Indicator number
4 Table #1 of
Annex 1
Article 449a of Regulation
(EU) No. 575/2013;
Commission Implementing
Regulation (EU)
2022/2453(6)Table 1:
Qualitative information on
environmental risk and
Table 2: Qualitative
information on social risk
Delegated Regulation
(EU) 2020/1816,
Annex II
Not applicable - The absence
of involvement in sensitive
sectors is implicitly covered
by the description of the
company’s activities.
ESRS 2 SBM-1
Involvement in activities
related to the chemicals
production
paragraph 40(d)(ii)
Indicator number
9 Table #2 of
Annex 1
Delegated Regulation
(EU) 2020/1816,
Annex II
Not applicable - The absence
of involvement in sensitive
sectors is implicitly covered
by the description of the
activities
139
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
ESRS 2 SBM-1
Involvement in activities
related to controversial
weapons paragraph 40
(d) iii
Indicator number
14 Table #1 of
Annex 1
Delegated Regulation
(EU) 2020/1818(7),
Article 12(1) Delegated
Regulation (EU)
2020/1816, Annex II
Not applicable - The absence
of involvement in sensitive
sectors is implicitly covered
by the description of the
activities
ESRS 2 SBM-1
Involvement in activities
related to cultivation and
production of tobacco
paragraph 40 (d) iv
Delegated Regulation
(EU) 2020/1818,
Article 12(1) Delegated
Regulation (EU)
2020/1816, Annex II
Not applicable - The absence
of involvement in sensitive
sectors is implicitly covered
by the description of the
activities
ESRS E1-1
Transition plan to reach
climate neutrality by
2050 paragraph 14
Regulation (EU)
2021/1119,
Article 2(1)
There is no climate transition
plan
ESRS E1-1
Undertakings excluded
from Paris-aligned
Benchmarks
paragraph 16 (g)
Article 449a
Regulation (EU) no.
575/2013; Commission
Implementing Regulation
(EU) 2022/2453 Template
1: Banking book- Climate
Change transition risk:
Credit quality of exposures
by sector, emissions and
residual maturity
Delegated Regulation
(EU) 2020/1818,
Articles 12(1)(d) to (g)
and 12(2)
E1-1 – Transition plan for
climate change mitigation
ESRS E1-4
GHG emission reduction
targets paragraph 34;
Indicator number
4 Table #2 of
Annex 1
Article 449a
Regulation (EU) no.
575/2013; Commission
Implementing Regulation
(EU) 2022/2453 Model 3:
Banking Portfolio - Climate
Change Transition Risk:
Alignment Indicators
Delegated Regulation
(EU) 2020/1818,
Article 6
ESRS E1-4 Targets related to
climate change mitigation
and adaptation
ESRS E1-5
Energy consumption
from fossil sources
disaggregated by
sources (only high limate
impact sectors)
paragraph 38
Indicator number
5 Table #1 and
indicator no. 5
Table #2 of Annex
1
ESRS E1-5 Energy
Consumption and Energy Mix
ESRS E1-5 Energy
consumption and mix
paragraph 37
Indicator number
5 Table 1 of
Annex # 1
ESRS E1-5 Energy
Consumption and Energy Mix
ESRS E1-5
Energy intensity
associated with activities
in high-climate sectors
paragraphs 40 to 43
Indicator number
6 Table #1 of
Annex 1
ESRS E1-5 Energy
Consumption and Energy Mix
ESRS E1-6
Gross Scope 1, 2, 3 and
Total GHG emissions
paragraph 44
Indicators number
1 and number 2
Table #1 of Annex
1
Article 449a; Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU)
Delegated Regulation
(EU) 2020/1818,
Articles 5(1), 6 and 8(1)
ESRS E1-6 Gross Scopes 1,
2, 3 and Total GHG Emissions
140
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
2022/2453 Template 1:
Banking book – Climate
change transition risk:
Credit quality of exposures
by sector, emissions and
residual maturity
ESRS E1-6
Gross GHG emissions
intensity paragraphs 53
to 55
Indicators number
3 Table #1 of
Annex 1
Article 449a Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU)
2022/2453 Template 3:
Banking book – Climate
change transition risk:
alignment metrics
Delegated Regulation
(EU) 2020/1818,
Article 8(1)
ESRS E1-6 Gross Scopes 1,
2, 3 and Total GHG Emissions
ESRS E1-7
GHG removals and
carbon credits, paragraph
56
Regulation (EU)
2021/1119,
Article 2(1)
Not applicable
ESRS E1-9
Exposure of the
benchmark portfolio to
climate-related physical
risks paragraph 66
Delegated Regulation
(EU) 2020/1818,
Annex II Delegated
Regulation (EU)
2020/1816, Annex II
Not applicable - ROCA
INDUSTRY applies the
phase‑in option.
ESRS E1-9
Disaggregation of
monetary amounts by
acute and chronic
physical risk paragraph
66 (a)
ESRS E1-9
Location of significant
assets at material
physical risk paragraph
66 (c)
Article 449a Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU)
2022/2453 paragraphs 46
and 47; Template 5:
Banking book - Climate
change physical risk:
Exposures subject to
physical risk.
Not applicable - ROCA
INDUSTRY applies the
phase-in option.
ESRS E1-9 Breakdown
of the carrying value of
its real estate assets by
energy efficiency classes
paragraph 67(c).
Article 449a Regulation
(EU) No 575/2013;
Commission Implementing
Regulation (EU)
2022/2453 paragraph 34;
Template 2:Banking
book -Climate change
transition risk: Loans
collateralised by
immovable property -
Energy efficiency of the
collateral
Not applicable - ROCA
INDUSTRY applies the
phase-in option.
ESRS E1-9
Degree of exposure of
the portfolio to climate-
related opportunities
paragraph 69
Delegated Regulation
(EU) 2020/1818,
Annex II
Not applicable - ROCA
INDUSTRY applies the
phase-in option.
ESRS E2-4
Indicator number
8 Table #1 of
ESRS E2-4 Pollution of Air,
Water and Soil - No
141
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
Amount of each pollutant
listed in Annex II to the E-
PRTR Regulation
(European Release and
Transfer Register)
emitted to air, water and
soil, paragraph 28
Annex 1 Indicator
number. 2 Table
#2 of Annex 1
Indicator number
1 Table #2 of
Annex 1 Indicator
number 3 Table
#2 of Annex 1
exceedances of emission
limits were reported.
ESRS E3-1
Water and marine
resources, paragraph 9
Indicator number
7 Table #2 of
Annex 1
ESRS E3-1 Policies related to
water and marine resources
ESRS E3-1
Dedicated policy
paragraph 13
Indicator number
8 Table #2 of
Annex 1
Not applicable – The majority
of the Group’s sites are
located in areas with low or
medium water stress; the
only exception is Iranga,
which is located at the
boundary between a medium
and high water- stress area.
The Group’s activities do not
involve significant water
consumption and do not
present critical operational
dependencies on this
resource.
ESRS E3-1
Sustainable oceans and
seas paragraph 14
Indicator number
12 Table #2 of
Annex 1
ESRS E3-1 Policies related to
water and marine resources
ESRS E3-4
Total water recycled and
reused, paragraph 28(c)
Indicator number
6.2 Table #2 of
Annex 1
ESRS E3-4 Water
Consumption
ESRS E3-4
Total water consumption
in m
3
per net revenue on
own operations
paragraph 29
Indicator number
6.1 Table #2 of
Annex 1
ESRS E3-4 Water
Consumption
ESRS 2 – IRO 1 – E4
paragraph 16(a)(i)
Indicator number
7 Table #1 of
Annex 1
Not applicable – The Group
does not carry out activities in
protected areas or in areas
sensitive from a biodiversity
perspective.
ESRS 2 - IRO 1 - E4
paragraph 16(b)
Indicator number
10 Table #2 of
Annex 1
Not applicable – The activities
do not involve major changes
in land use.
ESRS 2 – IRO 1 – E4
paragraph 16(c)
Indicator number
14 Table #2 of
Annex 1
Not applicable – The Group
does not perform operations
that affect threatened species
and does not operate in areas
known for the presence of
sensitive protected species.
142
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
ESRS E4-2
Sustainable land/
agriculture practices or
policies paragraph 24(b)
Indicator number
11 of Table #2 of
Annex 1
Not applicable – The Group
does not carry out agricultural
activities or land‑use
practices related to
agriculture.
ESRS E4-2
Sustainable oceans/ seas
practices or policies
paragraph 24(c)
Indicator number
12 Table #2 of
Annex 1
Not applicable – The Group
does not carry out activities
related to oceans or seas.
ESRS E4-2
Policies to address
deforestation paragraph
24(d)
Indicator number
15 Table #2 of
Annex 1
ESRS E4-2 Policies related to
biodiversity and ecosystems
ESRS E5-5
Non-recycled waste,
paragraph 37(d)
Indicator number
13 Table #2 of
Annex 1
ESRS E5-5 – Resource
Outflows
ESRS E5-5
Hazardous waste and
radioactive waste,
paragraph 39
Indicator number
9 of Table #1 of
Annex 1
ESRS E5-5 – Resource
Outflows
ESRS 2- SBM3 - S1
Risk of incidents of
forced labour paragraph
14(f)
Indicator number
13 of Table #3 of
Annex I
Not applicable – No such
incidents were identified.
ESRS 2- SBM3 - S1
Risk of incidents of child
labour paragraph 14(g)
Indicator number
12 of Table #3 of
Annex I
Not applicable – No such
incidents were identified.
ESRS S1-1
Human rights policy
commitments: paragraph
20
Indicator number
9 Table #3 and
indicator number
11 Table #1 of
Annex I
ESRS S1-1 – Policies related
to own workforce
ESRS S1-1
Due diligence policies on
issues addressed by the
fundamental
International Labor
Organisation
Conventions 1 to 8,
paragraph 21
Delegated Regulation
(EU) 2020/1816,
Annex II
ESRS S1-1 – Policies related
to own workforce
ESRS S1-1
Processes and measures
for preventing trafficking
in human beings,
paragraph 22
Indicator number
11 Table #3 of
Annex I
ESRS S1-1 – Policies related
to own workforce
ESRS S1-1
Workplace accident
prevention policy or
management system
paragraph 23
Indicator number
1 Table #3 of
Annex I
ESRS S1-1 Policies related to
Own Workforce
143
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
ESRS S1-3
Grievance /complaints
mechanisms paragraph
32(c)
Indicator number
5 Table #3 of
Annex I
ESRS S1-3 Processes to
remediate negative impacts
and channels for own
workers to raise concerns
ESRS S1-14
Number of fatalities and
number and rate of
work-related accidents,
paragraph 88(b) and (c)
Indicator number
2 Table #3 of
Annex I
Delegated Regulation
(EU) 2020/1816,
Annex II
ESRS S1-14 – Health and
Safety metrics
ESRS S1-14
Number of days lost to
injuries, accidents,
fatalities or illness
paragraph 88(e)
Indicator number
3 Table #3 of
Annex I
ESRS S1-14 – Health and
Safety metrics
ESRS S1-16
Unadjusted gender pay
gap, paragraph 97(a)
Indicator number
12 Table #1 of
Annex I
Delegated Regulation
(EU) 2020/1816,
Annex II
ESRS S1-16 Compensation
metrics (pay gap and total
compensation)
ESRS S1-16
Excessive CEO pay
ration, paragraph 97(b)
Indicator number
8 Table #3 of
Annex I
ESRS S1-16 Compensation
metrics (pay gap and total
compensation)
ESRS S1-17
Incidents of
discrimination paragraph
103(a)
Indicator number
7 Table #3 of
Annex I
ESRS S1-17 – Incidents,
Complaints and Severe
Human Rights Impacts
ESRS S1-17
Non-respect of UNGPs
on Business and Human
Rights and OECD
paragraph 104 (a)
Indicator number
10 Table #1 and
indicator number
14 Table #3 of
Annex I
Delegated Regulation
(EU) 2020/1816,
Annex II Delegated
Regulation (EU)
2020/1818 Art 12 (1)
ESRS S1-17 – Incidents,
Complaints and Severe
Human Rights Impacts
ESRS 2- SBM3 – S2
Significant risk of child
labour or forced labour in
the value chain
paragraph 11(b)
Indicators number
12 and number 13
Table #3 of Annex
I
ESRS S2
ESRS S2-1
Human rights policy,
commitments paragraph
17
Indicator number
9 Table #3 and
indicator number
11 Table #1 of
Annex 1
ESRS S2-1 – Policies related
to Workers in the Value Chain
ESRS S2-1 Policies
related to workers in the
value chain paragraph 18
Indicators number
11 and number 4
Table #3 of Annex
1
ESRS S2-1 – Policies related
to Workers in the Value Chain
ESRS S2-1
Non-respect of UNGPs
on Business and Human
Rights principles and
OECD guidelines
paragraph 19
Indicator number
10 Table #1 of
Annex 1
Delegated Regulation
(EU) 2020/1816,
Annex II Delegated
Regulation (EU)
2020/1818, Art 12 (1)
ESRS S2-1 – Policies related
to Workers in the Value Chain
- The ESG Policy is developed
and updated in alignment
with, including, these
international best practices.
No cases of non‑compliance
requiring disclosure were
identified.
144
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
ESRS S2-1
Due diligence policies on
issues addressed by the
Fundamental
International Labor
Organisation
Conventions 1 to 8,
paragraph 19
Delegated Regulation
(EU) 2020/1816,
Annex II
ESRS S2-1 – Policies related
to Workers in the Value Chain
ESRS S2-4
Human rights issues and
incidents connected to its
upstream and
downstream value chain,
paragraph 36
Indicator number
14 Table #3 of
Annex 1
Not applicable - No incidents
requiring reporting were
identified.
ESRS S3-1
Human rights policy
commitments, paragraph
16
Indicator number
9 Table #3 of
Annex 1 and
indicator number
11 Table #1 of
Annex 1
ESRS S3-1 Policies Related
to Affected Communities
ESRS S3-1
Non-respect of UNGPs
on Business and Human
Rights, ILO principles or
and OECD
guidelines paragraph 17
Indicator number
10 Table #1 of
Annex 1
Delegated Regulation
(EU) 2020/1816,
Annex II Delegated
Regulation (EU)
2020/1818, Art 12 (1)
ESRS S3-1 Policies Related
to Affected Communities -
The ESG Policy is developed
and updated in alignment
with, including, these
international best practices.
No cases of non‑compliance
requiring disclosure were
identified.
ESRS S3-4
Human rights issues and
incidents, paragraph 36
Indicator number
14 Table #3 of
Annex 1
Not applicable -No incidents
requiring reporting were
identified.
ESRS S4-1 Policies
related to consumer and
end-users, paragraph 16.
Indicator number
9 Table #3 and
indicator number
11 Table #1 of
Annex 1
ESRS S4-1 Policies related to
Consumer and end-user
ESRS S4-1
Non-respect of UNGPs
on Business and Human
Rights and OECD
guidelines paragraph 17
Indicator number
10 Table #1 of
Annex 1
Delegated Regulation
(EU) 2020/1816,
Annex II Delegated
Regulation (EU)
2020/1818, Art 12 (1)
ESRS S4-1 Policies related to
Consumer and end-user –
The ESG Policy is developed
and updated in alignment
with, including, these
international best practices.
No cases of non‑compliance
requiring disclosure were
identified.
ESRS S4-4
Human rights issues and
incidents, paragraph 35
Indicator number
14 Table #3 of
Annex 1
Not applicable - No human
rights incidents were
reported.
ESRS G1-1
United Nations
Convention against
Indicator number
15 Table #3 of
Annex 1
Not applicable - Policies on
business conduct and
corporate culture
145
Reporting
requirement and
related data point
SFDR
Reference
Pillar 3 reference
Benchmark
Regulation
EU Climate Law
Reference
Relevant section of the
Sustainability Statement
Corruption paragraph
10(b)
ESRS G1-1
Protection of
whistleblowers
paragraph 10(d)
Indicator number
6 Table #3 of
Annex 1
ESRS G1-1 Corporate culture
and Business conduct
policies and corporate culture
ESRS G1-4
Fines for violation of anti-
corruption and anti-
bribery laws paragraph
24 (a)
Indicator number
17 Table #3 of
Annex 1
Delegated Regulation
(EU) 2020/1816,
Annex II)
ESRS G1-4 Confirmed
Incidents of Corruption and
Bribery
ESRS G1-4
Standrds of anti-
corruption and anti-
bribery paragraph 24(b)
Indicator number
16 Table #3 of
Annex 1
ESRS G1-4 Confirmed
Incidents of Corruption or
Bribery - Standardele de
combatere a copruției și a
dării și luării de mită sunt
definite prin Codul de
conduită și alte politici interne
ROCA INDUSTRY, în
conformitate cu legislația
aplicabilă.
Note: Aspects related to SFDR and Pillar 3 are not applicable to ROCA INDUSTRY, as the Group does not have the status of a
financial institution, credit institution, or investment firm
The ESRS disclosure requirements covered by the Sustainability Statement are presented in the
List of Data Points, starting on page 279.
ROCA INDUSTRY recognizes the interconnection between impacts on people and the environment,
as well as their links with the risks and opportunities associated with its business activities.
Following the double materiality assessment process, the topics and subtopics relevant to the
Group's business model have been identified, and the corresponding disclosure requirements are
included in the Sustainability Statement. ESRS topics assessed as not material are omitted from
the reporting and presented separately, along with a brief justification for their exclusion.
In order to manage these topics and the associated impacts, risks and opportunities, ROCA
INDUSTRY has developed internal policies and processes, some of which have cross-cutting
applicability and cover several ESRS topics. An ESG policy and ESG strategic directions have also
been developed, providing the reference framework for the development and progressive
implementation of specific policies, action plans, indicators and, where appropriate, related targets.
SBM-3 – Material impacts, risks and opportunities and their interaction with strategy and
business model
ROCA INDUSTRY systematically addresses risk management and compliance, through a
governance framework based on integrity and compliance with legal requirements. The Group
continuously improves its corporate governance practices, both at the holding and subsidiary
level, to align with industry best practices and the Group's operational needs.
146
ROCA INDUSTRY's management regularly assesses the risks faced by the Group, including
relevant risks and opportunities from an ESG perspective, based on operational and financial
analyses performed at subsidiary level. The results of these assessments are reflected in the
quarterly reports (as at 31 March and 30 September), in the half-yearly reporting (as at 30 June)
and in the annual report (as at 31 December) and underpin decision-making at management
level. Detailed information on these risks is available on our website in the sections dedicated to
the Annual Report and Financial Results.
For the year 2025, ROCA INDUSTRY has revised the double materiality assessment and
reassessed the material impacts, risks and opportunities (IROs) that are primarily concentrated
within the subsidiaries' own operations and, where applicable, in the upstream and downstream
value chain. The identified IROs include, among others, aspects related to climate change
(adaptation and mitigation, energy), pollution (air, water, soil and substances of concern), water
use, resource use and waste management, as well as relevant social and governance topics
associated with the Holding's activities.
With regard to climate change, ROCA INDUSTRY carried out in 2025 a reassessment of climate
risks and vulnerability for all sites, using climate projections and future scenarios, in order to
understand the potential effects on operational continuity and on investment costs and
decisions, in the short-, medium- and long-term.
Based on the outcomes of the double materiality assessment, the identified IROs and the
climate-related risks, the Group has defined strategic sustainability directions for the material
topics in 2025. These directors will underpin the development of action plans and the gradual
integration of sustainability aspects into governance and management processes. The analysis
conducted in this context was qualitative and, at the current level of maturity, focused on the
identification and consideration of significant impacts, risks and relevant opportunities across
the Group’s operations.
The current financial effects of significant risks and opportunities are qualitatively assessed,
based on the analyses of operational and financial impacts carried out at the subsidiary level,
and are used in the decision-making process of the management bodies. For the 2025 reporting
period, no separate quantitative analysis of the resilience of the strategy and business model
was performed, and no risks or opportunities were identified that would generate a significant
risk of material adjustments to carrying amounts in the next reporting period.
147
Impacts, risks and opportunities
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
ESRS E1.
Climate
change
Climate change
adaptation
Climate change, including
extreme weather events, may
cause operational disruptions or
affect the infrastructure used in
the activities of ROCA
INDUSTRY’s subsidiaries and,
where appropriate, across
upstream and downstream
value chain, including
influencing the availability of
resources necessary for
production processes.
The environment may also be
affected by the operational
activities of ROCA INDUSTRY’s
subsidiaries, as well as by
certain activities along the value
chain, through pressures on
natural resources and
environmental conditions.)
Negative
Potential
Medium
term
Long term
The entire
value chain
R + O
(R) Extreme weather events may lead to
production disruptions, additional
repair/maintenance costs and business
continuity expenses, depending on the site and
exposure.
(O) The implementation of adaptation
measures (e.g. planning and continuity
measures) may reduce the risk of disruptions
and the volatility of operating costs.
(R) Expected to
affect financial
performance, cash
flow
(O) Expected to
affect financial
performance, and
the cost of capital in
the short, medium
or long term
Climate change
mitigation
Energy consumption (purchased
electricity and, where
applicable, fuels used in
operations) contributes to
greenhouse gas emissions,
which can amplify climate
impacts and increase the
Group's exposure to transition
risks.
Negative
Potential
Medium
term
Long term
The entire
value chain
R + O
(R) Regulatory and market developments
related to decarbonisation (e.g. requirements,
fees/costs associated with emissions,
customer/ investor requirements) may lead to
compliance and investment costs to reduce
emissions and pressures on competitiveness,
depending on the energy mix and technologies
used.
(O) Reducing greenhouse gas emissions by
increasing energy efficiency and optimising the
energy mix, in the medium to long term, to
reducing operational costs, may reduce
exposure to transition risks and improve
access to finance and competitive positioning,
in the context of increasing customer and
investor demands on climate performance.
(R) Expected to
affect financial
performance
(O) Expected to
affect financial
performance, and
cost of capital in the
short, medium or
long term
Energy
The production processes of
subsidiaries may be energy-
intensive, and the efficiency of
energy use influences both the
impact on the climate (through
emissions associated with
Negative
Current
Short term
Medium
term
The entire
value chain
R + O
(R) Rising energy costs and their volatility may
affect production costs and margins.
(O) Energy efficiency programmes and the
transition to lower-emission sources may
reduce costs and exposure to transition risks.
(R) Expected to
affect financial
performance, cash
flow
(O) It is expected to
affect financial
performance,
148
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
consumption) and operational
performance.
access to finance or
cost of capital in the
short, medium or
long term
ESRS E2.
Pollution
Pollution of air
Air emissions may have
significant, localized impact on
human health and the
environment.
Negative
Potential
Short term
Own
operations
Upstream
R
(R) The financial impacts resulting from air
emissions will vary depending on the specific
location of operations and applicable air
emissions regulations but could include higher
operating or capital expenditures and
regulatory or legal penalties.
(R) It is expected to
affect the financial
position, the cost of
capital in the short,
medium or long
term
Pollution of
water
Water contamination may have
significant, localized impact on
human health and the
environment.
Negative
Potential
Short term
Own
operations
Upstream
R
(R) Excessive water pollution may lead to
additional treatment/monitoring costs,
investments in equipment and facilities, higher
water and discharge fees/tariffs, as well as
fines/penalties in case of exceeding the legal
limits or conditions of the applicable permits;
operational disruptions may also occur if
corrective action is imposed.
(R) It is expected to
affect the financial
position, financial
performance, cash
flows, access to
finance
Pollution of soil
Soil contamination associated
with operations (e.g. accidental
spills, substance handling/
storage) and, where applicable,
upstream value chain may
generate local impacts on the
environment and human health
and may require remedial
measures.
Negative
Potential
Short term
Own
operations
Upstream
R
(R) Financial risks may include remediation
costs, investments in preventive measures,
sanctions/fines and potential operational
restrictions in case of non-compliance with
legal environmental requirements.
(R) It is expected to
affect the financial
position, financial
performance, cost
of capital in the
short, medium or
long term
Substances of
concern
Construction materials may
contain substances that have
the potential to harm human
health, including volatile organic
compounds (VOC) and potential
reproductive toxins,
carcinogens, and endocrine
disruptors.
Negative
Potential
Short term
Medium
term
Own
operations
Upstream
R
(R) The financial impacts resulting from air
emissions will vary depending on the specific
location of operations and applicable air
emissions regulations but could include higher
operating or capital expenditures and
regulatory or legal penalties.
(R) It is expected to
affect the financial
position, financial
performance, cost
of capital in the
short, medium or
long term
Microplastics
Microplastics may generate
potential negative impacts on the
environment and human health
by releasing micropolymer
particles into the air, water or soil,
in particular as a result of the use
of certain raw materials or the
degradation of products during
the life cycle.
Negative
Potential
Short term
Own
operations
Upstream
R
(R) The European Chemicals Agency (ECHA)
has proposed a set of restrictions on the use of
primary microplastics in the EU. The financial
risks associated with microplastics may arise
from the evolution of regulations on restricting
their use and release (e.g. requirements for
compliance, testing or substitution of raw
materials), the need to adapt processes or
products, and potential reputational risks,
(R) Expected to
affect financial
performance
149
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
Where present, these
substances are generally found
in products in low
concentrations and therefore do
not represent a health concern.
depending on customer and market
requirements.
ESRS E3.
Water and
marine
resources
Water
Water
consumption
The use, withdrawal and
discharge of water in own
operations (where applicable)
may generate impacts on the
environment and on people,
including pressure on local
water resources, changes in the
quality of discharged water, and
potential effects on ecosystems
and the availability of water for
other uses.
Negative
Potential
Medium
term
Own
operations
Upstream
R
R) The use and management of water may
generate financial risks by increasing water
supply costs and/or tariffs (including for
discharge), investments and operational
expenses for monitoring, treatment and
compliance, as well as fines/sanctions or
corrective measures in case of non-compliance
with legal requirements or with the conditions
of the applicable permits; In certain situations,
operational interruptions associated with
restrictions on use or the need for remediation
may also occur.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance and cost
of capital in the
short, medium or
long term
Water withdrawals
Water discharges
Marine resources
Extraction and use
of marine resources
Degradation of ecological
systems and species due to
excessive extraction of marine
resources that are essential for
ecosystem functioning.
Negative
Potential
Medium
term
Long term
Upstream
R
(R) Supply chain dependency can lead to
undesirable circumstances that are beyond
control. If downtime occurs on the production
line due to a supplier's inability to supply
materials or parts, this shutdown could lead to
lost revenue and profits.
(R) Expected to
affect financial
performance,
financial position,
cash flows
ESRS E4.
Biodiversity
and
ecosystems
Direct impact
drivers of
biodiversity loss
Direct exploitation
The development and operation
of facilities manufacturing
construction products and
wood-based construction
products can have a range of
impacts on biodiversity, such as
changes in the landscape,
removal of vegetation and
impact on wildlife habitats.
Negative
Potential
Medium
term
Long term
Upstream
R
(R) Reports of illegal logging, environmental
pollution or negative impact on communities
can lead to reputational repercussions that can
affect the brand value of a company, affecting
the demand for their products.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance
Pollution
Impacts on the
extent and
condition of
ecosystems
Land degradation
The development and operation
of facilities manufacturing
construction products and
wood-based construction
products can have a number of
impacts on biodiversity, such as
changes in the landscape,
removal of vegetation and
impact on wildlife habitats.
Negative
Potential
Medium
term
Long term
Upstream
R
(R) Regulations that address the import of
illegally produced timber may result in
additional penalties and damage to brand
value.
(R) It is expected to
affect financial
performance,
financial position,
access to finance
ESRS E5.
Resource use
and circular
economy
Resources
inflows, including
resource use
Companies may accidentally
source timber from areas that
are exposed to unsustainable
forestry practices
Negative
Potential
Short term
Medium
term
Long term
Own
operations
Upstream
R
(R) Regulations that address the import of
illegally produced timber may result in
additional penalties and damage to brand
value.
(R) It is expected to
affect financial
performance,
financial position,
150
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
cash flows, access
to finance
Resource
outflows related
to products and
services
On-site combustion and fuel
production processes in the
construction materials sector
generate air pollutants and
hazardous chemicals, including
small amounts of organic
compounds and heavy metals.
Negative
Potential
Medium
term
Long term
Own
operations
Upstream
R
(R) Regulatory risk remains due to evolving
environmental laws, including those at local
and national level and for other waste streams.
(R) It is expected to
affect financial
performance,
financial position,
access to finance
Waste
Depending on the specific
construction product or wood-
based construction products,
significant environmental
impacts can occur during the
supply of raw materials,
transport, production, the use
phase or the end of life.
Negative
Potential
Short term
Medium
term
Long term
Own
operations
Upstream
Bottom
R
(R) Construction products and wood-based
construction products generate waste from
production processes, pollution control devices
and hazardous waste management activities
present regulatory risk that may increase
operating costs.
(R) It is expected to
affect financial
performance, the
financial position of
the
ESRS S1. Own
workforce
Working
conditions
Secure
employment
Fatality and injury rates in the
Construction Products and
wood-based construction
products sector may be higher
compared to those in other
sectors as a result of workforce
exposure to motor transport
and heavy machinery accidents,
fall accidents, exposure to
hazardous chemicals, and other
unique and potentially
hazardous situations.
Negative
Potential
Short term
Medium
term
Long term
Own
operations
R
(R) Failure to protect workers' health and
safety may result in fines and penalties;
Serious incidents may result in acute, one-time
extraordinary expenses and contingent
liabilities from legal and/or regulatory actions.
(R) Expected to
affect financial
performance,
financial position,
cash flows
Working time
Adequate wages
Social Dialogue
Freedom of
association, the
existence of works
councils and the
information,
consultation and
participation rights
of workers
Collective
bargaining,
including rate of
workers covered by
collective
agreements
Work-life balance
Health and safety
Equal treatment
and opportunities
for all
Gender equality
and equal pay for
work of equal value
Employee representatives play a
key role in representing
workers' interests and
managing collective bargaining
Positive
Current
Short term
Medium
term
Long term
Own
operations
O
(O) Companies that aim to properly train both
permanent and temporary employees and
build a strong safety culture could reduce their
risk profile, while gaining a competitive
advantage in new bids and project proposals,
(O) (R) Expected to
affect financial
performance,
financial position
Training and skills
development
151
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
Employment and
inclusion of persons
with disabilities
for better wages and working
conditions.
as a result of a strong track record in
occupational health and safety.
Measures against
violence and
harassment in the
workplace
Diversity
Other work-
related rights
Privacy
The violation of the
confidentiality and/or protection
of employees' personal data
may have negative impacts on
their rights and may lead to
reputational and compliance
consequences for the Group
Negative
Potential
Short term
Medium
term
Long term
Own
operations
R
(R) Poor employment conditions, including low
wages, long hours and mandatory overtime
(R) Expected to
affect financial
performance,
financial position,
cash flows
ESRS S2.
Workers in the
value chain
Working
conditions
Secure
employment
Working conditions may be
physically demanding and
dangerous.
Negative
Potential
Short term
Medium
term
Long term
Upstream
R
(R) Construction products companies face an
inherent tension between the need to reduce
labour costs in order to remain price
competitive and to manage human resources
to ensure long-term performance.
(R) Expected to
affect financial
performance,
financial position,
cash flows
Working time
Adequate wages
Social Dialogue
Freedom of
association, the
existence of works
councils and the
information,
consultation and
participation rights
of workers
Collective
bargaining,
including rate of
workers covered by
collective
agreements
Work-life balance
Health and safety
Equal treatment
and opportunities
for all
Gender equality
and equal pay for
work of equal value
Temporary workers may be
exposed to higher risks due to a
lack of training or experience in
the sector.
Negative
Potential
Short term
Medium
term
Long term
Upstream
O
(O) Companies aiming to properly train both
permanent and temporary employees and
build a strong safety culture could reduce their
risk profile, while gaining a competitive
advantage in new bids and project proposals,
as a result of a strong track record in
occupational health and safety.
(R) It is expected to
affect financial
performance, the
financial position of
the
Training and skills
development
Employment and
inclusion of persons
with disabilities
152
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
Measures against
violence and
harassment in the
workplace
Diversity
Other work-
related rights
Child labour
In the upstream value chain,
potential risks related to respect
for workers’ rights (including
child labour, forced labour and
adequate living/working
conditions) may exist,
depending on supplier practices
and sourcing regions.
Violating the privacy and/or
protection of employees'
personal data may generate
negative impacts on workers’
rights and lead to reputational
and compliance consequences
for suppliers.
Negative
Potential
Short term
Medium
term
Long term
Upstream
R
(R) Poor employment conditions, including low
wages, long hours and mandatory overtime
(R) It is expected to
affect financial
performance, the
financial position of
the
Forced labor
Adequate housing
Water and
sanitation
Privacy
ESRS S3.
Affected
communities
Communities’
economic, social
and cultural
rights
Land-related
impacts
Through community
engagement strategies, ROCA
INDUSTRY and its subsidiaries
may have a positive impact on
the economic, social and cultural
rights of local communities,
contributing to responsible land
use and maintaining a safe and
stable environment for
economic and social activities.
Positive
Potential
Short term
Medium
term
Long term
Own
operations
Bottom
R + O
(R) ROCA INDUSTRY subsidiaries could
experience negative financial impacts if the
community interferes or lobbies the
government to interfere with an undertaking’s
rights in relation to its ability to access,
develop, and produce reserves.
(O) Companies in extractive sector may adopt
various community engagement strategies in
their global operations to manage the risks and
opportunities associated with community
rights and interests.
(R) Expected to
affect financial
performance,
financial position,
cash flows
Security-related
impacts
Communities’
civil and political
rights
Freedom of
expression
This refers to how complaints
are received and handled, and
whether public relations policies
are in place.
Positive
Current
Short term
Medium
term
Long term
Own
operations
Upstream
R
(R) Construction materials and raw materials
sourced from quarries can generate additional
community-related risks when extracted or
processed in conflict zones and areas with
weak or absent governance institutions, the
rule of law and human rights legislation.
(R) Expected to
affect financial
performance,
financial position,
cash flows, cost of
capital in the short,
medium or long
term
Freedom of
assembly
Impact on human
rights defenders
ESRS S4.
Consumers
and end-users
Information-
related impacts
for consumers
and/or end-users
Privacy
Labelling and marketing
information are publicly
available and accessible to all
(e.g. product labels, instructions
for use, websites).
Negative
Potential
Short term
Medium
term
Long term
Bottom
R
(R) The risk of complaints (in particular with
regard to health problems), if instructions for
the correct use of the products are not
provided or if all the substances or materials
that make up the final product are not included.
(R) It is expected to
affect financial
performance,
financial position,
Freedom of
expression
Access to quality
information
153
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
cash flows, access
to finance
Personal safety
of consumers
and/or end-users
Health & Safety
Construction products and
wood-based construction
products may contain
substances that have the
potential to harm human health,
including volatile organic
compounds and potential
reproductive toxins,
carcinogens, and endocrine
disruptors. Some of the
products must also be stored in
places where children cannot
have access.
Negative
Potential
Short term
Medium
term
Long term
Bottom
R
(R) The sector is exposed to potentially
significant regulatory and reputational risk
from the use of substances of concern
(R) Expected to
affect financial
performance,
financial position,
cash flows
Security of a
person
Child protection
Social inclusion of
consumers
and/or end-users
Non-discrimination
There were no differences in
terms of people's access to
manufactured products at
ROCA INDUSTRY subsidiaries.
The products are accessible in
DIY stores, there are also
premium versions of the
products.
Positive
Potential
Short term
Medium
term
Long term
Bottom
O
(O) By selling products in DIY stores, ROCA
INDUSTRY ensures access to quality products
to a broad category of people.
(O) It is expected to
affect financial
performance, the
financial position of
the
Access to products
and services
Responsible
Marketing Practices
ESRS G1.
Professional
conduct
Corporate culture
A corporate culture that
engages and empowers
employees and contractors to
work with management to
protect their own health, safety,
and well-being, and prevent
accidents is likely to support
business performance.
Positive
Current
Short term
Medium
term
Long term
Own
operations
O
(O) Through innovation and product design
that facilitates end-of-life product recovery and
the use of lower-impact materials, the
adoption of product certification programs and
partnerships with customers, manufacturers of
construction products can achieve
improvements in lifecycle impact, reduce
regulatory risk, meet growing customer
demand and achieve cost savings.
(O) It is expected to
affect financial
performance, the
financial position of
the
Protection of
whistle-blowers
There may be widespread
impacts if legal requirements
are not complied with (Law no.
361/2022 on the protection of
whistleblowers in the public
interest).
Negative
Potential
Short term
Medium
term
Long term
Own
operations
R
(R) Risks arising from non-compliance with
legislation as well as reputational risks that
may lead to the loss of customers and
suppliers.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance
Management of
relationships with
suppliers
including
payment
practices
It is important that companies'
internal procedures are followed
when it comes to their
relationship with suppliers,
including that payments are
made in a timely manner. Failure
to comply with these
Negative
Potential
Short term
Medium
term
Long term
Own
operations
(R) Ethical violations may lead to
investigations by the authorities, as well as
high fines, settlement costs and damaged
reputation, as well as loss of relationships
with suppliers.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance
154
Sustainability topics covered by the ESRS
IMPACT
Impact -
Positive/
Negative
Impact -
Actual/
Potential
Time
horizon
Location in
the value
chain
Risk/
Opportunity
Financial score explanations
(R) is a risk, (O) is an opportunity
Anticipated
financial effect
Standard
Subtopic
Sub-subtopic
procedures may result in a
moderate negative impact on
ROCA INDUSTRY.
Corruption and
bribery
Prevention and
detection including
training
Moderate negative impacts if
internal codes and procedures
on corruption and bribery are
not complied with.
Negative
Potential
Short term
Medium
term
Long term
Own
operations
R
(R)This is due to several factors, including the
global operations of many companies, the
need to manage multiple local agents and
subcontractors, the complexity of project
financing and project permits, the scale of
contracts involved in the construction of large
infrastructure projects, and the competitive
process required to obtain contracts with
private and public entities. The risk associated
with bribery and corruption at ROCA
INDUSTRY is moderately low, however there
is a potential risk if someone on the Board or
management accepts bribery. In addition,
potential reputational risks can lead to loss of
supplier relationships. It damages the
reputation of ROCA INDUSTRY and violates
legal requirements.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance
Incidents
Additional
homework.
Cybersecurity
Cybersecurity
Actual and potentially moderate
negative impact in the event of
cybersecurity incidents or
accidents. Effective
management in this area is
important to also reduce
regulatory and reputational
risks, and is key to business
success.
Short term
Medium
term
Long term
Own
operations
R
(R) Poorly managed cybersecurity may lead to
the loss of data of ROCA INDUSTRY, as well
as customers and employees data. Risk of
losing all customer data as a result of
cyberattacks, may have financial, reputational
and physical consequences.
(R) It is expected to
affect financial
performance,
financial position,
cash flows, access
to finance, cost of
capital in the short,
medium or long
term
155
MDR-P Policies – Policies adopted to manage material sustainability matters
ROCA INDUSTRY manages the sustainability matters identified as material within the DMA
through a series of policies and processes established internally at Group level and, where
appropriate, at subsidiary level.
In 2025, ROCA INDUSTRY has developed an ESG policy at the Holding level, which sets out
general commitments to prevent, mitigate and manage actual and potential impacts, to address
risks and to leverage opportunities associated with material topics. The ESG policy is developed
in accordance with ESRS requirements, while also considers other applicable frameworks, such
as ISO 14001, ISO 45001, UNGC, ILO, OECD. It was approved by the Board of Directors on 25
February 2026.
Also in 2025, sustainability strategic directions were defined for each material topic, providing
a reference framework for the development and progressive implementation of specific policies,
action plans and, where applicable, related targets at both holding and subsidiary level,
depending on their respective specificities. The ESG strategic directions were approved by the
Board of Directors on 24 March 2026.
Both the ESG Policy and the strategic directions apply at the level of ROCA INDUSTRY and its
subsidiaries, covering own operations and, where relevant, the upstream and downstream value
chain. Depending on the nature of each material topic and the maturity level of the subsidiaries,
policies and processes may vary in terms of level of detail; however, the Holding’s objective is
to ensure a structured and consistent approach across the entire Group. Both the ESG Policy
and the strategic directions will be implemented at subsidiary level starting in 2026.
For each material topic, relevant information regarding applicable policies, their scope,
implementation responsibilities, monitoring processes and any references to external standards
or initiatives are presented in the appropriate sections of the Sustainability Statement. Where
policies have not yet been adopted for certain topics or are under development or
implementation, this is explicitly disclosed fin the relevant chapter, together with the expected
timeline for adoption, in accordance with the requirements of the ESRS.
MDR-A Actions – Actions and resources in relation to material sustainability matters
In 2025, ROCA INDUSTRY has established strategic sustainability directions for each material
topic identified through the DMA. These strategic directions provide the reference framework
for the development and implementation, starting with 2026, of action plans aimed at
preventing, mitigating or managing actual and potential impacts, as well as addressing the risks
and opportunities associated with each topic.
The main actions planned, their scope, applicable time horizons and expected results are
presented in the relevant thematic sections of the Sustainability Statement. If, for certain topics,
156
actions have already been initiated in the reporting year, these are described separately,
together with the stage of implementation, where relevant.
Where the implementation of an action plan involves significant operating expenditure (OpEx)
and/or significant capital expenditure (CapEx), relevant information is disclosed in the EU
Taxonomy section, including explanations of the reconciliation with the corresponding values
reported in the financial statements.
MDR-M Indicators – Metrics in relation to material sustainability matters
The indicators used to monitor sustainability matters identified as material are presented in the
corresponding thematic sections of each relevant ESRS. In the context of defining the strategic
sustainability directions in 2025, the metrics framework is currently being consolidated and
aligned with the action plans and is expected to be progressively developed and implemented
starting with 2026, in correlation with the relevant action plans.
MDR-T targets – Tracking effectiveness of policies and actions through targets
The effectiveness of policies and actions addressing material impacts, risks and opportunities is
tracked through sustainability reporting and performance monitoring, using the relevant
indicators presented in the thematic sections of the Sustainability Statement.
Considering the current level of maturity, as well as the fact that the sustainability strategic
directions were defined in 2025 without a unified and formalised methodology and had an
indicative character aligned with the Group’s priorities, the establish ment and implementation
of measurable, results‑oriented and time‑bound targets are still at a developmental stage. This
process is expected to be carried out progressively starting in 2026, in correlation with the action
plans relevant to each material topic. In this context, ROCA INDUSTRY plans to develop a
structured methodology for setting, monitoring and reviewing targets, with a view to
progressively aligning with ESRS requirements and good reporting practices.
Information on the metrics and targets associated with each material topic is presented in the
relevant sections of the Sustainability Statement.
157
Report pursuant to Article 8 of Regulation (EU)
2020/852 of the European Parliament and
of the Council (the 'Taxonomy Regulation')
Regulatory context and reporting scope
Taxonomy reporting has been prepared at ROCA INDUSTRY level in accordance with the
provisions of Article 8 of the EU Taxonomy Regulation (Regulation (EU) 2020/852) on the
establishment of a framework to facilitate sustainable investments for the financial year
2025. The following section provides an overview of the Taxonomy-aligned, Taxonomy-
eligible and non-eligible economic activities within ROCA INDUSTRY for the period from 1
January 2025 to 31 December 2025. This section sets out how and to what extent the
economic activities of ROCA INDUSTRY and its subsidiaries are associated with activities
considered environmentally sustainable, as well as the related key performance indicators as
defined in the aforementioned Regulation and its delegated acts.
The information complies with the reporting requirements set out in Article 8 of the
Taxonomy Regulation (Regulation (EU) 2020/852), the Delegated Act (Commission
Delegated Regulation (EU) 2021/2178) and subsequent amending acts, namely Delegated
Regulation (EU) 2021/2139 and Delegated Regulation (EU) 2022/1214, Delegated
Regulation (EU) 2023/2485, Delegated Regulation 2023/2486 and Delegated Regulation
(EU) 2024/3215, the Simplification Regulation (EU Regulation 2026/73) and in accordance
with Directive 2013/34/EU on non-financial reporting.
As part of the European Commission's efforts to simplify sustainability reporting under the
Omnibus package, we aligned our EU Taxonomy reporting with the Simplification Regulation
and opted to use the updated reporting forms. In line with these amendments, we carried
out an eligibility assessment based on a full analysis of economic activities in relation to those
listed in the Annexes to the Climate and Environment Delegated Acts.
ROCA INDUSTRY did not apply the 10% threshold. Although the EU Taxonomy framework
allows entities to optionally apply the 10% threshold for reporting eligible or aligned
activities, ROCA INDUSTRY has chosen to report all activities identified as eligible and/or
aligned, regardless of the related turnover, CapEx or OpEx, to ensure transparency and a full
presentation of the Group's contribution to the environmental objectives of the EU
Taxonomy. This approach reflects the Group's strategic commitment to sustainability and
the intention to highlight activities with low financial impact but relevant from the
perspective of the transition to a low-carbon economy.
Article 8 of the Taxonomy Regulation
The Taxonomy Regulation is a key component of the European Commission's action plan to
redirect capital flows towards a more sustainable economy. This is an important step
towards achieving climate neutrality by 2050, in line with EU targets, as the Taxonomy is a
classification system for sustainable economic activities.
In the next section, ROCA INDUSTRY, as a non-financial entity, presents the share of
turnover, capital expenditure (CapEx) and operational expenditure (OPEX) for the reporting
period 1 January 2025 – 31 December 2025, which are associated with eligible and
taxonomy-aligned economic activities related to the six environmental objectives (climate
change mitigation, climate change adaptation, sustainable use and protection of water and
marine resources, prevention and control of pollution, transition to a circular economy,
protection and restoration of biodiversity and ecosystems) in accordance with Article 8 of
the Taxonomy Regulation and subsequent amendments.
An economic activity shall be considered taxonomy-eligible if it corresponds to the
description of one of the activities set out in the delegated acts adopted pursuant to Article
10 para. (3), Article 11 para. (3), Article 12 para. (2), Article 13 para. (2), Article 14 para. (2)
and Article 15 para. (2) of Regulation (EU) 2020/852, irrespective of whether or not that
economic activity meets all the technical criteria to be verified set out in those delegated acts.
An economic activity is considered taxonomy-aligned if it contributes substantially to one or
more of the environmental objectives, does not cause significant harm to any of the other
environmental objectives, complies with the technical screening criteria and complies with
minimum social guarantees.
Following the internal evaluation, five eligible activities were identified under the Taxonomy
Regulation for which the contribution to environmental objectives was assessed.
No taxonomy-aligned activities were identified for the 2025 financial year.
The section below indicates which economic activities are identified as eligible for each of
the three performance indicators (KPIs). Consolidated figures are used and any intra-group
activity is eliminated to avoid double counting.
Assessment of eligibility for the EU Taxonomy of Economic Activities
To identify the eligible economic activities carried out by ROCA INDUSTRY, a comprehensive
assessment of the economic activities was conducted against the activities set out in the EU
Taxonomy delegated acts applicable to the environmental objectives. The eligibility
assessment aimed to identify the economic activities that fall within the areas defined by the
EU Taxonomy, and the analysis of the technical criteria for substantial contribution and
alignment performed separately. During the reporting period, ROCA INDUSTRY did not carry
out eligible economic activities related to nuclear energy or natural gas.
The next section presents the results of the eligibility assessments of economic activities for
turnover, CapEx and OpEx at ROCA INDUSTRY level, for the period 01 January 2025 – 31
December 2025.
Turnover
The main activity of ROCA INDUSTRY HOLDINGROCK1 S.A. according to NACE Code
64.20 is asset management (holding activities) and is not associated with any eligible
activity. This division includes the activities of companies that hold shares (or other forms of
ownership) in other companies or undertakings (other than financial sector entities) for the
purpose of exercising majority control over them.
As a holding company, ROCA INDUSTRY does not carry out its own operational activities
but implements business strategies through its direct subsidiaries.
Of the activities that generate turnover for ROCA INDUSTRY, we have identified the
following activities that comply with the definition as listed in Annex I of the Climate
Delegated Act, 2139/2021, respectively in Annex I of Commission Delegated Regulation
(EU) 2023/2485, as follows:
Activity 3.5 (CCM) – Manufacture of energy efficiency equipment for buildings contributes
substantially to climate change mitigation (CCM) and can be associated with the following
economic activities carried out at Group level:
- Manufacture of interior doors by VELTADOORS (NACE code 16.23 Manufacture of
other builders’ carpentry and joinery). Although interior doors do not directly influence
the external energy performance of a building, they contribute to overall energy
efficiency by providing thermal insulation between spaces with temperature differences
(e.g. between inhabited areas and attics or basements). Additionally, doors enable
thermal zoning in buildings, facilitating temperature control in segregated spaces and
reducing energy losses.
- Manufacture of technical textiles by BICO (NACE code 13.20 Weaving of textiles).
BICO produces a wide range of products, including fiberglass mesh for ETICS
(Composite External Thermal Insulation System) systems and for the reinforcement of
industrial products by lamination, laminated fiberglass reinforcements that combine the
properties of the layers of which they are composed (non-woven materials and
fiberglass mesh) or other adjacent products, such as fiberglass mesh corner profiles
and other composite solutions by laminating mesh on nonwovens, foils, films, paper.
These products are used in various composite external thermal insulation systems, using
materials such as mineral wool and expanded polystyrene, as well as in the
reinforcement of internal and external plasters, helping to improve the energy
performance of buildings.
- Manufacture of decorative plasters by EVOLOR (the company produces such products
under NACE code 20.30 Manufacture of paints, varnishes and similar coatings, printing
ink and mastics). EVOLOR holds ETICS certifications for the Composite External
Thermal Insulation System based on mineral wool (EVOLOR ENERGY MW) and for the
Composite External Thermal Insulation System based on extruded polystyrene
(EVOLOR EPS). These certifications confirm the compliance of products with the
applicable European standards and their role in increasing the energy efficiency and
sustainability of buildings, both for new construction and renovations.
The products made by BICO (fiberglass mesh and reinforcements) and EVOLOR (ETICS certified
decorative plasters) directly contribute to improving the performance of thermal insulation
systems, essential for reducing energy consumption and emissions associated with buildings.
Activity 3.20 (CCM) – Manufacture, installation and servicing of high, medium and low
voltage electrical equipment for electrical transmission and distribution that result in or
enable a substantial contribution to climate change mitigation is associated with NACE
Code 27.32 Manufacture of other electronic and electrical wires and cables, which represents
the main activity of ELECTROPLAST. The cables manufactured by ELECTROPLAST are used
by operators specialized in electricity transmission and distribution networks, particularly low
voltage networks. In the context of the modernization of electricity infrastructure, the use of
advanced cable technologies contributes to increasing energy efficiency, by reducing energy
losses associated with obsolete networks and by adapting networks to integrate renewable
energy capacities.
ELECTROPLAST also produces cables used in photovoltaic systems, intended for permanent
outdoor use, thus supporting the development and operation of the infrastructure for the
production of energy from renewable sources.
Activity 4.1 (CCM) - Electricity generation using solar photovoltaic technology consists of
generating electricity using solar photovoltaic technology, which contributes substantially to
climate change mitigation (CCM). The electricity produced is primarily used for own
consumption, within the production facilities. Surplus electricity is fed into the public grid,
and the reported turnover associated with this activity reflects exclusively the revenues
obtained from the sale of surplus to the grid.
CapEx
ROCA INDUSTRY assesses CAPEX eligibility by reviewing its purchases in the financial year
2025 and associating them with eligible economic activities. In 2025, ROCA INDUSTRY has
identified eligible acquisitions related to:
• Activity 3.5 (CCM) – Manufacture of energy efficiency equipment for buildings – is
associated with investments in BICO and EVOLOR production lines. The main activity of
the BICO Group is NACE Code 13.20 Weaving of textiles (technical textiles), and EVOLOR
carries out activities for the manufacture of decorative plasters according to NACE Code
20.30 Manufacture of paints, varnishes and similar coatings, printing ink and mastics.
Activity 3.5 (CCM) contributes to climate change mitigation.
• Activity 3.20 (CCM) – Manufacture, installation and servicing of high, medium and low
voltage electrical equipment for electrical transmission and distribution that result in
or enable a substantial contribution to climate change mitigation – the eligible
investments are associated with ELECTROPLAST's production lines, carried out
according to NACE Code 27.32 Manufacture of other electronic and electrical wires and
cables. This activity contributes to climate change mitigation by supporting the
modernisation of energy infrastructure.
• Activity 7.6 (CCM) – Installation, maintenance and repair of renewable energy
technologies – includes the investments made by EVOLOR in energy efficiency
equipment, i.e. the installation of heat pumps at the headquarters in Râmnicu Vâlcea. This
activity contributes to climate change mitigation.
OpEx
ROCA INDUSTRY has identified operational expenditure (OpEx) related to economic
activities eligible for the EU taxonomy, such as transport costs, repair and maintenance costs,
rent, third-party service expenses and other expenses.
• Activity 3.5 (CCM) – Manufacture of energy efficiency equipment for buildings – is
associated with operational expenses related to the activities of VELTADOORS, BICO and
EVOLOR. The main activity of BICO corresponds to NACE code 13.20 Production of
fabrics (technical textiles), EVOLOR carries out activities for the manufacture of decorative
plasters according to NACE code 20.30 Manufacture of paints, varnishes and similar
coatings, printing ink and mastics, and VELTADOORS produces interior doors according
to NACE code 16.23 Manufacture of other builders’ carpentry and joinery, aiming to
improve the energy efficiency of a building. The products produced in these activities
contribute to improving the energy efficiency of buildings, and Activity 3.5 (CCM)
contributes to climate change mitigation.
• Activity 3.20 (CCM) – Manufacture, installation and servicing of high, medium and low
voltage electrical equipment for electrical transmission and distribution that result in
or enable a substantial contribution to climate change mitigation – operational
expenses associated with the activity carried out by ELECTROPLAST, corresponding to
NACE code 27.32 – Manufacture of other electronic and electrical wires and cables, which
is the main activity of the company. This activity contributes to climate change mitigation
by supporting the modernization of energy infrastructure.
• Activity 6.6 (CCM) – Freight transport services by road – includes the operational
expenditure incurred by EVOLOR related to the use of EURO VI compliant vehicles for
freight transport. It is classified as a transition activity and contributes to climate change
mitigation.
• Activity 7.6 (CCM) – Installation, maintenance and repair of renewable energy
technologies – includes operating expenses related to ELECTROPLAST's photovoltaic
systems. It contributes to reducing emissions, increasing energy security and supporting
the transition to a low-carbon economy, with a direct role in mitigating climate change.
Assessment of EU Taxonomy alignment
According to the EU Taxonomy Regulation, the assessment of taxonomy‑aligned activities
involves evaluating taxonomy‑eligible activities against the applicable technical screening
criteria for substantial contribution, verifying compliance with the Do No Significant Harm
(DNSH) principle, and ensuring compliance with minimum social safeguards.
Given the business model of ROCA INDUSTRY and its subsidiaries, the most relevant impact
from a sustainability perspective is generated by activities that contribute to climate change
mitigation (CCM). At present, some of the products in the Group's portfolio do not fully meet
the technical criteria necessary to demonstrate either substantial contribution or compliance
with DNSH criteria, as required by the EU Taxonomy. As a result, the taxonomy‑eligible
activities of ROCA INDUSTRY are not considered taxonomy‑aligned for the 2025 financial
year.
As part of the product development and improvement processes, the Group’s subsidiaries
continue to integrate resource‑efficiency principles, assess the environmental impact of their
activities, and implement technological solutions that support the transition to a
low‑emissions economy. Within these processes, the subsidiaries of the Group further
continue to embed principles of resource efficiency, evaluate the environmental impact of the
activities carried out, and implement technological solutions that support the transition
towards a low‑carbon economy.
With regard to minimum social safeguards, ROCA INDUSTRY has made progress in their
assessment and implementation through the development and application of due diligence
processes aimed at ensuring responsible business conduct and respect for human rights
throughout the value chain.
In view of these aspects, no taxonomy-aligned activities are reported for FY25. These
requirements will be reassessed in FY26.
Key performance indicators ("KPIS"): Turnover, CapEx and OpEx KPI
Key performance indicators ("KPIs") include the Turnover KPI, CapEx KPI, and OpEx KPI. For
the 2025 reporting period, the KPIs disclose taxonomy-eligible and non-eligible activities in
accordance with the reporting requirements set out in the EU Taxonomy Regulation and its
subsequent amending acts.
To prevent double counting, consolidated figures are used, following the elimination of
intercompany transactions, and measures are applied to ensure that the same
taxonomy‑eligible activity is not reported multiple times under different categories,
particularly in relation to capital expenditures (CapEx) and operating expenditures (OpEx).
This is achieved through the allocation of cost centres, the use of analytical accounts for
specific activities and comprehensive financial monitoring systems, which ensure accurate
allocation and prevent overlaps. This approach is fully compliant with EU Taxonomy
requirements, enhancing data accuracy, transparency and comparability, and providing a
reliable representation of the Group’s sustainability performance.
Turnover KPI
Definition - The share of taxonomy-eligible economic activities in total turnover was
calculated as the proportion of net turnover derived from products and services associated
with the taxonomy-eligible economic activities (numerator) divided by the net turnover
(denominator), expressed in RON, for the financial year 01.01.2025 - 31.12.2025.
Net turnover is presented in the Consolidated Financial Statements, Segment Reporting,
located on note 5, page 310, prepared according to IFRS for the financial year ended
December 31, 2025, in a total amount of RON 629,502,779, of which RON 453,17,631.65
was generated by activities specific to the following areas of activity, representing 71.99%
of the total turnover.
TURNOVER
RON
%
CCM
3.5 - Manufacture of energy efficiency equipment for buildings
243,194,624
38.63%
CCM
3.20 - Manufacture, installation and servicing of high, medium and
low voltage electrical equipment for electrical transmission and
distribution that result in or enable a substantial contribution to
climate change mitigation
209,873,328
33.34%
CCM
4.1 - Electricity generation using solar photovoltaic technology
105,680
0.02%
CapEx KPI
Definition – CapEx KPI is defined as taxonomy-eligible CapEx (numerator) divided by the
total CapEx for the financial year 2025.
The total capital expenditures are presented in the Consolidated Financial Statements,
Segment Reporting, located on note 5, page 310, RON 51,725,424, of which RON
15,442,848.76 are associated with activities related to the Group’s main business activities,
representing 29.86% of the total CapEx.
CAPEX
RON
%
CCM
3.5 - Manufacture of energy efficiency equipment for buildings
292,613
0.57%
CCM
3.20 - Manufacture, installation and servicing of high, medium and
low voltage electrical equipment for electrical transmission and
distribution that result in or enable a substantial contribution to
climate change mitigation
14,864,763
28.74%
CCM
7.6 - Installation, maintenance and repair of renewable energy
technologies
2
285,478
0.55%
OpEx KPI
Definition - The OpEx indicator is defined as the taxonomy-eligible OpEx (numerator) divided
by the total OpEx.
In order to identify the operating expenses that comply with these criteria, a detailed analysis
of the financial statements was carried out, based on the provisions of Delegated Act
2021/2178, as well as the subsequent Communications of the European Commission:
2022/C 385/01 and C/2023/305. The purpose of the analysis was to determine the expenses
classified in the categories defined by the denominator OpEx, based on the expenses related
to external services (transport costs for goods and personnel directly involved in carrying out
the eligible economic activities necessary for current operations, maintenance and repair
2
Although, pursuant to Commission Delegated Regulation (EU) 2026/73, ROCA INDUSTRY could opt to exclude
from EU Taxonomy reporting activities representing less than 10% of turnover, the Group has chosen to maintain
the reporting of Activity 4.1 (CCM). This decision reflects ROCA INDUSTRY’s commitment to the use of
renewable energy and ensures transparency regarding the contribution - albeit limited in terms of revenue - of
green energy production to the Group’s environmental objectives.
costs, rents, expenses with services performed by third parties, other expenses) are detailed
in note 9, page 316 expenses with services and utilities for the fiscal year ended December
31, 2025. They total RON 116,041,969 of which RON 32,019,019.11 are associated with
activities related to the Group’s main business activities, representing 27.59% of the total
OpEx.
OPEX
RON
%
CCM
3.5 - Manufacture of energy efficiency equipment for buildings
25,932,842
22.35%
CCM
3.20 - Manufacture, installation and servicing of high, medium and
low voltage electrical equipment for electrical transmission and
distribution that result in or enable a substantial contribution to
climate change mitigation
5,674,703
4.89%
CCM
7.6 - Installation, maintenance and repair of renewable energy
technologies
368,618
0.32%
CCM
6.6 - Freight transport services by road
42,856
0.04%
165
Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025
(summary KPIs)
Financial year
2025
Breakdown of taxonomy-aligned activities by environmental
objectives
KPI
Total
Proportion of
taxonomy-
eligible activities
Taxonomy-
aligned
activities
Proportion
of
taxonomy-
aligned
activities
Climate
change
mitigation
Climate
change
adaptation
Water
Circular
economy
Pollution
Biodiversity
Proportion of
enabling
activities
Proportion of
transitional
activities
Not assessed
activities
considered
non-material
Taxonomy-
aligned
activities in
previous
financial year
(2024)
Proportion of
Taxonomy-aligned
activities in
previous financial
year (2024)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
Text
RON
%
RON
%
%
%
%
%
%
%
%
%
%
RON
%
Turnover
629,502,779
71.99%
-
-
-
-
-
-
-
-
-
-
-
-
-
CapEx
51,725,424
29.86%
-
-
-
-
-
-
-
-
-
-
-
-
-
OpEx
116,041,969
27.59%
-
-
-
-
-
-
-
-
-
-
-
-
-
Proportion of turnover from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity
breakdown)
Reported KPI
Turnover
Financial year
2025
Environmental objective of Taxonomy-aligned activities
Economic activities
Code
Taxonomy-
eligible KPIs
(Proportion of
Taxonomy-
eligible turnover)
Taxonomy-
aligned KPI
(monetary
value of
turnover)
Taxonomy-
aligned KPIs
(Proportion of
taxonomy-
aligned
turnover)
Climate
change
mitigation
Climate
change
adaptation
Water
Circular
economy
Pollution
Biodiversity
Enabling
activity
Transitional
activity
Proportion of
Taxonomy-aligned
in Taxonomy-
eligible
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Text
%
RON
%
%
%
%
%
%
%
(E where
applicable)
(T where
applicable)
%
Manufacture, installation and servicing of
high, medium and low voltage electrical
equipment for electrical transmission and
distribution that result in or enable a
substantial contribution to climate change
mitigation
CCM 3.20
33.34%
-
-
-
-
-
-
-
-
-
-
-
Manufacture of energy efficiency equipment
for buildings
CCM 3.5
38.63%
-
-
-
-
-
-
-
-
-
-
-
Electricity generation using solar
photovoltaic technology
CCM 4.1
0.02%
-
-
-
-
-
-
-
-
-
-
-
Sum of alignment per objective
-
-
-
-
-
-
-
Total KPI (turnover)
71.99%
-
-
-
-
-
-
-
-
-
-
-
166
Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity breakdown)
Reported KPI
CapEx
Financial year
2025
Environmental objective of Taxonomy-aligned activities
Economic activities
Code
Taxonomy-
eligible KPIs
(Proportion of
taxonomy-
eligible CapEx)
Taxonomy-
aligned KPI
(monetary
value of
CapEx)
Taxonomy-
aligned KPIs
(Proportion of
Taxonomy-
aligned
CapEx)
Climate
change
mitigation
Climate
change
adaptation
Water
Circular
economy
Pollution
Biodiversity
Enabling
activity
Transitional
activity
Proportion of
Taxonomy-aligned
in Taxonomy-
eligible
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Text
%
RON
%
%
%
%
%
%
%
(E where
applicable)
(T where
applicable)
%
Manufacture, installation and servicing of high,
medium and low voltage electrical equipment for
electrical transmission and distribution that
result in or enable a substantial contribution to
climate change mitigation
CCM 3.20
28.74%
-
-
-
-
-
-
-
-
-
-
-
Manufacture of energy efficiency equipment for
buildings
CCM 3.5
0.57%
-
-
-
-
-
-
-
-
-
-
-
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6
0.55%
-
-
-
-
-
-
-
-
-
-
-
Sum of alignment per objective
-
-
-
-
-
-
Total KPI (CapEx)
29.86%
-
-
-
-
-
-
-
-
-
-
-
Proportion of OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (activity breakdown)
Reported KPI
OpEx
Financial year
2025
Environmental objective of Taxonomy-aligned activities
Economic activities
Code
Taxonomy-
Eligible KPI
(Proportion of
Taxonomy-
Eligible OpEx)
Taxonomy-
aligned KPI
(monetary
value of
OpEx)
Taxonomy-
aligned KPI
(Proportion of
Taxonomy-
aligned OpEx)
Climate
change
mitigation
Climate
change
adaptation
Water
Circular
economy
Pollution
Biodiversity
Enabling
activity
Transitional
activity
Proportion of
Taxonomy-aligned
in Taxonomy-
eligible
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Text
%
RON
%
%
%
%
%
%
%
(E where
applicable)
(T where
applicable)
%
Manufacture, installation and servicing of
high, medium and low voltage electrical
equipment for electrical transmission and
distribution that result in or enable a
substantial contribution to climate change
mitigation
CCM
3.20
4.89%
-
-
-
-
-
-
-
-
-
-
-
Manufacture of energy efficiency
equipment for buildings
CCM 3.5
22.35%
-
-
-
-
-
-
-
-
-
-
-
Freight transport services by road
CCM 6.6
0.04%
-
-
-
-
-
-
-
-
-
-
-
Installation, maintenance and repair of
renewable energy technologies
CCM 7.6
0.32%
-
-
Sum of alignment per objective
-
-
-
-
-
-
Total KPI (OpEx)
27.59%
-
-
-
-
-
-
-
-
-
-
-
Climate change
ESRS E1
ESRS 2 GOV-3 – Integration of sustainability-related performance in incentive schemes
At the Ordinary General Meeting of Shareholders (OGMS) held in 2024, ROCA INDUSTRY
shareholders approved the holding‑level remuneration policy, applicable to members of the
Board of Directors, both executive and non‑executive, as well as to the Chief Executive
Officer. The policy was reviewed twice during 2024, and the most recent version is publicly
available at the following link: Corporate Governance.
At present, incentive schemes and remuneration policies applicable to the Board of Directors
and the executive management team do not include sustainability‑related indicators.
Performance assessment is not based on specific sustainability‑related objectives or impacts,
and ESG considerations are not used as performance benchmarks within the remuneration
framework.
Within ROCA INDUSTRY, climate‑related considerations are not integrated into the remuneration
strategies applicable to members of the administrative, management, and supervisory bodies.
E1-1 – Transition plan for climate change mitigation
ROCA INDUSTRY has committed to contributing to the reduction of greenhouse gas
emissions, in line with the objectives of the Paris Agreement to limit global warming to below
1.5 °C. In this context, we have initiated a series of relevant actions that lay the groundwork
for the development of a future climate transition plan. These actions include the development
of the ESG Policy, which incorporates elements related to climate‑change mitigation, as well
as the definition of ESG strategic directions reflecting our commitment to the responsible
management of environmental impacts. These strategic directions provide the framework
through which ESG principles (including considerations related to climate‑change mitigation)
are integrated into the Holding’s operational model and decision‑making processes and
include concrete actions and targets for reducing greenhouse gas emissions.
In addition, the assessment of vulnerability to physical and transition climate risks identifies
a range of measures that each subsidiary may implement over the coming period to reduce
exposure to significant risks. Some of these measures are already reflected in the risk
registers of Group companies, thereby contributing to the ongoing strengthening of
climate‑related risk‑management processes.
The ESG Policy was approved by the Board of Directors on 25 February 2026, while the ESG
strategic directions, together with the climate study, were approved on 24 March 2026.
Following their approval, all these strategic documents are to be communicated to the
subsidiaries for implementation.
168
ESRS 2 SBM 3, IRO-1
ROCA INDUSTRY manages a portfolio of companies operating in the construction materials
manufacturing sector, including products that may contribute to improving building energy
efficiency or reducing energy losses in outdated electricity networks.
To support the assessment of the resilience of the Group’s business model and strategy,
ROCA INDUSTRY identified and analysed, in 2025, both physical and transition
climate‑related risks with the potential to significantly affect the operations, cost structure,
and financial performance of the portfolio companies. The resilience assessment was
conducted through a qualitative analysis performed at the level of each subsidiary,
considering physical and transition climate risks and their potential effects on operational
activities and costs over the short, medium, and long term.
The climate‑risk assessment covered all Group locations in Romania, the Republic of
Moldova, and Lithuania and included an analysis of the evolution of relevant climate
parameters for Vâlcea, Constanța, Vaslui, Neamț, Mureș, and Bistrița‑Năsăud counties, the
Vilnius region in Lithuania, and the Chiș in ău and Găgă uzia regions in the Republic of
Moldova. This process was carried out individually at subsidiary level, with the involvement
of senior management structures, including executive teams and representatives of each
department responsible for the analysed aspects.
The outcomes of the climate‑risk analysis, together with the findings of the greenhouse gas
emissions assessment, supported the development of ROCA INDUSTRY’s sustainability
approach. These elements were considered in the process of defining ESG strategic
directions at both subsidiary and Group level, contributing to the identification of relevant
areas for future commitments, targets, and actions. Both the ESG strategic directions and
the climate study were approved by the Board of Directors on 24 March 2026.
In addition, through the climate vulnerability study conducted in 2025, ROCA INDUSTRY
ensures that significant climate risks are identified, documented, and appropriately managed.
The results support the assessment of asset and operational exposure to potential climate
impacts and contribute to the integration of identified risks into strategic planning and
risk‑management processes. The assessment of physical and transition risk impacts is based
on high‑emissions climate scenarios, namely SSP5‑8.5 and RCP8.5, commonly used in
scientific literature and IPCC reports, to analyse potential effects on energy consumption,
greenhouse gas emissions, and operational costs under conditions of severe climate risk.
This assessment incorporated climate projections from the models presented in the most
recent IPCC Sixth Assessment Report (AR6), using the SSP5‑8.5 scenario, which represents
a trajectory associated with high emissions and limited climate‑policy intervention. In
addition to the Shared Socio‑economic Pathways (SSP) scenario, where updated regional
data were not available, the Representative Concentration Pathways (RCP) scenario,
specifically RCP8.5, was also used. The combined use of SSP and RCP projections enabled
the inclusion of the most robust and up‑to‑date climate information available, ensuring a
data‑driven, scientifically aligned assessment. This approach strengthens the reliability of
169
the risk‑identification process and supports the development of appropriate strategic
planning in the context of climate change.
The following sources were used:
- IPCC Sixth Assessment Report (AR6)
- IEA “Net Zero Emissions by 2050” (NZE) scenario
- Transition pathways aligned with climate legislation, European Commission, 2025
- TCFD and ISSB Guidance
- Climate data, projections and maps (World Bank Climate Knowledge Portal, Global
Wind Atlas, Meteoblue, inundatii.ro, Aqueduct – Water Risk Atlas, ThinkHazard)
Physical climate risks and associated potential impacts, both negative and positive, were
identified for EVOLOR, DIAL, BICO, VELTADOORS, and ELECTROPLAST, considering the
location of each site at country level. The assessment identified the following categories of
climate-related physical risks for the Group’s subsidiaries:
- Heatwaves / extreme heat: medium risk – may reduce employee productivity,
increase energy demand for cooling, reduce the performance of temperature‑sensitive
equipment, and cause occasional disruptions to production flows.
- Heat stress: low to medium risk – may reduce employee efficiency, increase energy
consumption for cooling, affect the optimal functioning of equipment sensitive to
temperature variations, and lead to sporadic disruptions of production processes.
- Other climate hazards, such as changes in temperature patterns, cold waves / frost,
wildfires, storms, changes in precipitation regimes and precipitation types, drought,
heavy rainfall, floods, and landslides: low risk – may hinder access and affect logistics
flows, cause disruptions in supply, product distribution and energy supply, affect
storage and operational functioning, and, at the same time, increase costs and reduce
the availability of water required for certain technological processes, necessitating
additional investments in efficiency measures and storage solutions.
The climate-related transition risk identified at ROCA INDUSTRY level are associated with
changes in the regulatory, technological, market, and reputational environment. Regulatory
risks include the introduction of stricter emissions standards and carbon pricing, increasing
recycling requirements and associated packaging costs, legal compliance risks, and the
obligation to replace certain substances with less environmentally harmful alternatives.
Market risks arise from changing customer and consumer preferences towards sustainable
products, volatility in energy, raw‑material and insurance prices, competitive pressure,
potential barriers in external markets, volatility and shortages of critical raw materials, as
well as the emergence of alternative technologies (e.g. low‑emission phosphating
technologies) and increased pressure related to plastic use.
Reputational risks stem from rising stakeholder expectations, potential greenwashing
allegations, and possible impacts on corporate reputation. Technological risks relate to the
need to adopt low‑carbon technologies and the possibility that some companies may fail to
achieve established circularity targets.
170
Transition risks were identified at the level of each subsidiary, and, at Group level, provide
an integrated view of exposure to these risks and their potential impact on operations.
ROCA INDUSTRY has not identified any significant locked‑in greenhouse gas emissions or
incompatibilities with the requirements for alignment with the EU Taxonomy, in accordance
with Commission Delegated Regulation (EU) 2021/2139).
The process for identifying and assessing climate‑related impacts, risks, and opportunities
(IROs) in relation to the ESRS E1 – Climate Change subtopics (climate‑change mitigation,
climate‑change adaptation, and energy) was carried out as part of the double materiality
assessment conducted between August and October 2024 and was subsequently
reconfirmed in September 2025. The identification of IROs in line with ESRS standards
involved a series of meetings and workshops that contributed to improving the
organisation’s understanding of these standards. The process also took into account the
results of climate‑vulnerability studies available at the time the double materiality
assessment was prepared. The assessment followed several structured steps and benefited
from the active participation of reporting coordinators (the Sustainability Manager and
Project Manager), managers from relevant departments, and an external consultant.
Based on the outcomes of the climate‑risk analysis and the scenarios applied, the resilience
of ROCA INDUSTRY’s strategy and business model was qualitatively assessed for the
reporting period. During workshops held with representatives of each Group subsidiary, the
identified gross risks were analysed from a qualitative perspective, and appropriate
adaptation measures were defined for each relevant risk.
ROCA INDUSTRY and its subsidiaries are fully aware of the physical and transition risks
related to climate change. A number of these climate‑related risks are already integrated into
the risk‑management systems of each company and are systematically considered in
decision‑making processes, as well as in strategic and investment planning. At present,
several relevant actions are already being implemented at subsidiary or Group level and are
continuously updated and improved. As a result of these efforts carried out in 2025, ROCA
INDUSTRY has gained a clearer understanding of the relevant climate risks and of the
measures that may support business continuity under changing climate conditions and plans
to update the risk registers to reflect the new results.
For further details on the identified IROs, please refer to the table in section ESRS 2 SBM-3
– Material Impacts, Risks and Opportunities and their interaction with the strategy and
business model, starting on page 147.
E1-2 – Policies related to climate change mitigation and adaptation
In the 2025 financial year, ROCA INDUSTRY developed an ESG Policy that addresses both
climate‑change mitigation and adaptation. The policy sets out specific commitments on
decarbonisation, the reduction of greenhouse gas emissions (Scope 1, Scope 2 and Scope 3),
energy‑efficiency improvements, and the increased deployment of renewable energy. It also
establishes adaptation‑related provisions by integrating physical and transition climate risks
171
into strategic planning, investment decision‑making, and risk‑management processes, with
the objective of enhancing operational resilience. The Policy was approved by the Board of
Directors on 25 February 2026 and will be implemented starting in 2026. It will apply to all
Group subsidiaries and will be supported by a governance framework involving the Board of
Directors, the executive team and ESG responsible persons.
E1-3 – Actions and resources in relation to climate change policies
Our operations and business relationships generate greenhouse gas (GHG) emissions, which
may have adverse impacts on the environment and public health. ROCA INDUSTRY
subsidiaries have both measures already implemented to reduce emissions and improve
energy efficiency, as well as a set of initiatives planned for the 2026–2040 period. These
include measures to enhance energy efficiency, a gradual transition to renewable energy
sources, improvements in the quality of emissions data, climate risk management, and
strengthening operational resilience.
During the reporting period, the Group implemented a number of measures already in place,
aimed both at reducing GHG emissions and at increasing resilience to climate risks:
- Climate‑risk assessment for all sites and the definition of strategic directions for action;
- Improving the quality of GHG emissions data by strengthening data‑collection,
verification, and reporting processes, with the aim of full alignment with ESRS E1‑6
requirements;
- Implementation of technical measures contributing to a reduction in specific
consumption and improved energy performance across all Group companies,
including: installation of heat pumps (EVOLOR); use of low‑emission vehicles for road
freight transport (EVOLOR); electricity generation using solar photovoltaic technology
(BICO, EVOLOR, ELECTROPLAST, DIAL, VELTADOORS); upgrading HVAC systems;
upgrading equipment for efficiency; LED lighting; optimisation of industrial processes;
and the introduction of energy consumption monitoring systems.
Information on the current financial effects of the measures implemented during the reporting
period, including capital expenditure (CapEx) and operating expenditure (OpEx) associated
with the implemented measures, is presented in the EU Taxonomy section, in accordance
with the requirements of Regulation (EU) 2020/852 and the applicable delegated acts.
ROCA INDUSTRY aims to progressively improve alignment with ESRS standards. This effort
is also supported by the implementation of the action plan established in 2025, which will
guide the continued development of sustainability practices in future reporting periods.
Some of the directions established are common at Group level, while others are specific to,
or adapted for, each subsidiary. The time horizon for these directions is defined as short term
(2026), with the remaining actions planned to be carried out through 2030, with some
exceptions extending to 2040.
172
Following the definition of the ESG strategic directions, ROCA INDUSTRY identified potential
mitigation and adaptation directions, which are to be analysed and, where applicable,
operationalised subsequently:
- Periodic climate risk assessment for all Group sites and integration of results into
operational plans;
- Development and testing of business continuity plans (BCP) for relevant climate risks;
- Energy efficiency improvements through energy audits and technical measures (LED
lighting, HVAC optimisation, consumption monitoring);
- Gradual transition to renewable energy;
- Annual setting of GHG emissions reduction objectives for Scope 1, Scope 2 and Scope 3;
- Improvement of GHG emissions data quality.
Potential directions for improving energy performance include:
- Increasing the use of renewable energy through the installation of photovoltaic
panels and/or the purchase of green electricity;
- Installing smart meters and real‑time monitoring systems to control and optimise
energy consumption;
- Upgrading equipment and technologies to improve energy efficiency (HVAC, LED
lighting, compressors, industrial processes);
- Developing and implementing a dedicated energy‑focused ESG policy applicable at
Group level.
The implementation of climate actions depends to a significant extent on the availability of
financial, operational and organisational resources. Decarbonisation and energy‑efficiency
measures (equipment upgrades, installation of smart meters, photovoltaic projects, energy
audits) require CapEx investments and recurring OpEx costs, and maintaining an “affordable
cost of capital” is essential for the pace of implementation. Access to green financing and
collaboration with financial institutions are already envisaged as necessary levers to support
these projects.
Planned actions also depend on operational resources, in particular the availability of
energy‑efficient technologies, digital monitoring systems, and GHG data provided by
partners – an aspect that is critical for reducing Scope 3 emissions. In addition, the
implementation of adaptation measures – periodic risk assessments and business continuity
planning – requires specialised human resources both at Group level and at subsidiary level.
The reconciliation of the CapEx and OpEx related to climate actions with the financial
statements, as well as the indicators set out in Commission Delegated Regulation (EU)
2021/2178 for the year 2025, are presented in the EU Taxonomy section.
E1-4 – Targets related to climate change mitigation and adaptation, GOV-3
ROCA INDUSTRY has established a set of climate‑related targets integrated into the ESG
strategic directions, designed to support both climate‑change mitigation and adaptation.
173
These targets apply at Group level, with subsidiary‑specific adaptations, and are linked to
the assessment of identified climate‑related impacts, risks, and opportunities.
The Group’s targets are aligned with the existing ESG Policy and the strategic directions
defined for the 2026–2040 period and include the following:
- Implementation of an operational continuity plan for each climate risk assessed as
having a medium or high level of vulnerability, by 2027;
- Reduction of Scope 1, Scope 2, and Scope 3 emissions intensity by 10% by the end
of 2030, compared to the 2024 baseline (t CO₂/RON);
- Annual assessment of at least one supplier for Scope 3 emissions factors, starting in 2026.
To support the transition to a low‑carbon economy, ROCA INDUSTRY has also defined a
common target to reduce specific electricity consumption by 10–15% by 2030 compared to
the 2024 base year, as well as to ensure the use of at least 20% green energy by 2030 and
at least 50% by 2040, through own generation and/or procurement.
Unit
BASE YEAR
2024
2030
TARGET
2035
TARGET
...
UP TO
2050
TARGET
Gross GHG emissions (market-based)
tCO2eq
166,291.92
149,662.73
NA
NA
NA
Gross GHG emissions (location-based)
tCO2eq
166,551.39
149,896.26
NA
NA
NA
GHG intensity based on revenue (market-
based)
tCO2eq/ mil.
RON
277.53
249.78
NA
NA
NA
GHG intensity based on revenue (location-
based)
tCO2eq/ mil.
RON
277.96
250.17
NA
NA
NA
Percentage reduction of GHG emissions
compared to base year (2024)
%
NA
-10%
NA
NA
NA
Gross Scope 1 GHG emissions
tCO2eq
2,770.17
2,493.15
NA
NA
NA
Percentage reduction of Scope 1 GHG
emissions compared to base year
%
NA
10%
NA
NA
NA
Scope 1 GHG Emission Reduction Intensity
tCO2eq/ mil.
RON
4.62
4.16
NA
NA
NA
Gross Scope 2 GHG emissions (location-
based)
tCO2eq
3,005.37
2,704.83
NA
NA
NA
Percentage reduction of Scope 2 GHG emissions
(location-based) compared to base year
%
NA
-10%
NA
NA
NA
Scope 2 GHG emission reduction intensity
(market-based)
tCO2eq/ mil.
RON
5.02
4.51
NA
NA
NA
Gross Scope 2 GHG emission reduction
(market-based)
tCO2eq
2,745.89
2,471.30
NA
NA
NA
Percentage reduction of Scope 2 GHG emissions
(market-based) to base year
%
NA
-10%
NA
NA
NA
Scope 2 GHG Emission Reduction Intensity
(market-based)
tCO2eq/ mil.
RON
4.58
4.12
NA
NA
NA
Gross Scope 3 GHG emissions
tCO2eq
160,775.86
144,698.27
NA
NA
NA
Percentage reduction of Scope 3 GHG
emissions to base year
%
NA
-10%
NA
NA
NA
Scope 3 GHG Emission Reduction Intensity
tCO2eq/ mil.
RON
268.33
241.49
NA
NA
NA
174
The remuneration of members of administrative, management and supervisory bodies does
not include GHG emission reduction targets.
E1-5 – Energy consumption and mix
In the construction materials manufacturing sector, both the quantity and the source of
energy used significantly influence economic performance, as energy‑related costs represent
a major component of operating expenses. Increases in energy prices may lead to higher
production costs, which in turn are reflected in higher prices for consumers. In addition,
energy consumption is influenced by sector‑specific policies and regulations, which may
generate additional pressure on operating costs.
At ROCA INDUSTRY level, electricity is purchased from the grid under existing supply
contracts with electricity providers. These contracts do not include green electricity certified
through guarantees of origin, meaning that the purchased electricity is reported based on
the energy mix disclosed in the supplier’s energy label or, where applicable, the national
energy mix, without certified renewable components. Electricity consumption from suppliers
is measured directly through energy meters installed at each location. In parallel, the Group
also produces renewable energy from solar sources, acting as a prosumer. The renewable
energy generated partially covers own consumption, while the surplus is delivered to the
grid. During the period January–December 2025, a total of 1,285.78 MWh of solar energy
was produced (ELECTROPLAST, VELTADOORS, EVOLOR, DIAL, BICO INDUSTRIES).
Energy consumption from fossil sources results from the use of diesel fuel, petrol and LPG
for the Group’s own vehicle fleet, as well as the use of natural gas and LPG for heating
production and administrative spaces, and from the fossil component of the purchased
electricity mix. All such consumption is monitored based on invoices issued by suppliers.
Biomass is also used for heating purposes (VELTADOORS), primarily sourced from internally
generated wood waste. The conversion of these fuels into MWh is performed using the
conversion factors provided by CDP.
Energy intensity (total energy consumption per net revenue) relating to activities in the
climate‑impact‑relevant sectors in which ROCA INDUSTRY operates is presented below.
The information on energy intensity is derived exclusively from total energy consumption
and net revenues from activities in sectors with a high climate impact. These sectors are
listed in Sections A–H and Section L of Annex I to Regulation (EC) No 1893/2006 of the
European Parliament and of the Council
3
.
The following table presents the sectors with significant climate impact used for the
assessment of energy intensity
4
.
SECTION
NACE CODE
HIGH-CLIMATE IMPACT SECTOR
COMPANY
3
https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32022R1288
4
https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32006R18
175
SECTION C –
MANFACTURING
13.20
Weaving of textiles
BICO
16.23
Manufacture of other builders’ carpentry and joinery
VELTADOORS
20.30
Manufacture of paints, varnishes and similar coatings, printing ink and mastics
EVOLOR
25.93
Manufacture of wire products, chain and springs
DIAL
27.32
Manufacture of other electronic and electric wires and cables
ELECTROPLAST
A significant share of the environmental impact of our operations is associated with energy
consumption; therefore, we aim to invest annually in technology and operational measures
that support a reduction in energy use.
Energy consumption and mix – ROCA INDUSTRY (consolidated values)
ENERGY CONSUMPTION AND MIX
ROCA INDUSTRY – CONSOLIDATED
VALUES
2024
2025
(1) Fuel consumption of coal and coal products (MWh)
0
0
(2) Fuel consumption from crude oil and petroleum products (MWh)
8,028.30
6,350.13
(3) Fuel consumption from natural gas (MWh)
3,481.04
4,284.48
(4) Fuel consumption from other fossil sources (MWh)
0
0
(5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil
sources (MWh)
5,126.75
5,000.93
(6) Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5)
16,636.10
15,635.54
Share of fossil sources in total energy consumption (%)
53.23%
65.29%
(7) Consumption from nuclear sources (MWh)
948.39
2,031.47
Share of consumption from nuclear sources in total energy consumption (%)
3.03%
8.48%
(8) Fuel consumption for renewable sources, including biomass (also comprising industrial and
municipal waste of biologic origin, biogas, renewable hydrogen, etc.) (MWh)
6,234.76
1,096.43
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from
renewable sources (MWh)
6,259.66
4,168.39
(10) The consumption of self-generated non-fuel renewable energy (MWh)
1,173.28
1,015.40
(11) Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10)
13,667.70
6,280.22
Share of renewable sources in total energy consumption (%)
43.73%
26.23%
Total energy consumption (MWh) (calculated as the sum of lines 6, 7 and 11)
31,252.20
23,947.22
Energy consumption and mix – subsidiary level
ENERGY CONSUMPTION AND MIX
BICO
VELTADOORS*
EVOLOR
DIAL
ELECTROPLAST
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
(1) Fuel consumption of coal and coal products (MWh)
0
0
0
0
0
0
0
0
0
0
(2) Fuel consumption from crude oil and petroleum products
(MWh)
595.37
508.44
1,511.76
621.58
1,986.38
1,810.89
3,621.50
3,063.60
313.30
345.61
(3) Fuel consumption from natural gas (MWh)
1,911.73
2,643.51
0
0
420.12
482.89
0
0
1,149.19
1,158.08
(4) Fuel consumption from other fossil sources (MWh)
0
0
0
0
0
0
0
0
0
0
(5) Consumption of purchased or acquired electricity, heat,
steam, and cooling from fossil sources (MWh)
2,774.43
2,585.36
576.15
576.60
77.03
151.02
879.07
717.41
820.07
970.54
(6) Total fossil energy consumption (MWh) (calculated as
the sum of lines 1 to 5)
5,281.53
5,737.31
2,087.91
1,198.19
2,483.53
2,444.80
4,500.56
3,781.01
2,282.56
2,474.23
Share of fossil sources in total energy consumption (%)
52.96%
66.06%
22.36%
30.96%
86.72%
86.42%
87.09%
85.06%
58.37%
60.09%
(7) Consumption from nuclear sources (MWh)
80.20
798.07
295.86
531.02
70.33
112.88
80.90
185.11
421.11
404.38
Share of consumption from nuclear sources in total energy
consumption (%)
0.80%
9.19%
17.50%
13.72%
2.46%
3.99%
1.57%
4.16%
10.77%
9.82%
(8) Fuel consumption for renewable sources, including
biomass (also comprising industrial and municipal waste of
biologic origin, biogas, renewable hydrogen, etc.) (MWh)
215.15
0
6,019.62
1,096.43
0
0
0
0
0
0
(9) Consumption of purchased or acquired electricity, heat,
steam, and cooling from renewable sources (MWh)
4,026.04
1,923.69
807.59
917.21
111.39
109.38
447.13
335.67
867.52
882.45
(10) The consumption of self-generated non-fuel renewable
energy (MWh)
370.29
226.26
125.94
127.68
198.57
161.94
138.92
143.36
339.56
356.16
(11) Total renewable energy consumption (MWh)
(calculated as the sum of lines 8 to 10)
4,611.47
2,149.94
6,953.14
2,141.32
309.96
271.32
586.05
479.04
1,207.08
1,238.60
Share of renewable sources in total energy consumption
(%)
46.24%
24.75%
27.49%
55.32%
10.82%
9.59%
11.34%
10.78%
30.87%
30.08%
Total energy consumption (MWh) (calculated as the sum of
lines 6, 7 and 11)
9,973.20
8,685.32
9,336.91
3,870.53
2,863.82
2,829.00
5,167.51
4,445.16
3,910.75
4,117.22
*The consumption of VELTADOORS is compared with the sum of the consumption between ECO EURO DOORS and WORKSHOP DOORS
Energy consumption and mix by level – BICO
ENERGY CONSUMPTION AND MIX
BICO ROMANIA
BICO MOLDOVA
BICO LITHUANIA
2024
2025
2024
2025
2024
2025
(1) Fuel consumption of coal and coal products (MWh)
0
0
0
0
0
0
(2) Fuel consumption from crude oil and petroleum products (MWh)
369.30
361.96
99.75
126.60
63.16
19.88
(3) Fuel consumption from natural gas (MWh)
1,130.76
1,019.16
187.88
879.07
296.55
745.28
(4) Fuel consumption from other fossil sources (MWh)
0
0
0
0
0
0
(5) Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources
(MWh)
301.76
836.59
2,291.05
1,636.80
81.79
111.96
(6) Total fossil energy consumption (MWh) (calculated as the sum of lines 1 to 5)
1,801.81
2,217.71
2,578.67
2,642.47
441.50
877.12
Share of fossil sources in total energy consumption (%)
32.27%
50.18%
92.71%
96.85%
47.70%
57.05%
(7) Consumption from nuclear sources (MWh)
80.20
798.07
0
0
0
0
Share of consumption from nuclear sources in total energy consumption (%)
1.44%
18.06%
0
0
0
0
(8) Fuel consumption for renewable sources, including biomass (also comprising industrial and
municipal waste of biologic origin, biogas, renewable hydrogen, etc.) (MWh)
0
0
0
0
0
0
(9) Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable
sources (MWh)
3,330.45
1,177.42
202.75
86.05
484.00
660.22
(10) The consumption of self-generated non-fuel renewable energy (MWh)
370.29
226.26
0
0
0
0
(11) Total renewable energy consumption (MWh) (calculated as the sum of lines 8 to 10)
3,700.74
1,403.67
202.75
86.05
484.00
660.22
Share of renewable sources in total energy consumption (%)
66.29%
31.76%
7.29%
3.15%
52.30%
42.95%
Total energy consumption (MWh) (calculated as the sum of lines 6, 7 and 11)
5,582.75
4,419.46
2,781.42
2,728.53
925.50
1,537.34
178
The table shows where the value of net revenue from activities in high climate‑impact sectors is
included in the consolidated financial statements.
ROCA INDUSTRY -
consolidated values
2024
ROCA INDUSTRY -
consolidated values
2025
Net revenue from activities in high climate‑impact sectors
used to calculate energy intensity (RON)
599,182,219
629,502,779
Net revenue (other)
-
-
Total net revenue (financial statements) (RON)
599,182,219
629,502,779
The table below presents total energy consumption used in the energy intensity of net revenue
for activities in high climate‑impact sectors.
Energy intensity
ROCA INDUSTRY – consolidated values
2024
2025
%N/N-1
Total energy consumption from activities in high
climate‑impact sectors per net revenue from activities in
high climate‑impact sectors (MWh/mil. RON)
52,158
38,041
72.93%
Energy production from non‑renewable and renewable sources (MWh):
TOTAL - ROCA INDUSTRY
(MWh) 2024
TOTAL - ROCA INDUSTRY
(MWh) 2025
Energy production from non‑renewable sources (MWh)
0
0
Energy production from renewable sources (MWh)
1,344.2
1,285.78
E1-6 – Gross Scopes 1, 2, 3 and Total GHG emissions
To support the understanding and management of its environmental impacts, ROCA INDUSTRY
initiated the carbon footprint calculation process in 2023 and continued it in 2024 and 2025.
Greenhouse gas emissions across Scope 1, Scope 2 and Scope 3 were quantified using the standardised
GHG Protocol methodology, applying both the location‑based and market‑based methods.
The inventory includes greenhouse gas emissions generated directly by the organisation’s
operations, in accordance with the boundaries and scope defined for the reporting period. It
should be noted that this assessment was carried out based on a limited data set; however, we
intend to improve data accuracy in future reporting periods.
This quantification relies primarily on calculations rather than direct measurements, with GHG
emissions determined by multiplying activity data by emission factors (kg CO₂e = activity data
× emission factor). The GHG emissions data reported under ESRS correspond to the date of the
general‑purpose financial statements, with the 2025 financial year corresponding to FY25.
179
ROCA INDUSTRY's carbon footprint details
The greenhouse gas emissions inventory covers all relevant activities carried out by ROCA
INDUSTRY, selected based on the criterion of 100% operational control.
Where a specific emission factor was not available, the most appropriate available factor was
used, based on either monetary‑based methods or reported quantities, sourced from the DEFRA
and Ecoinvent databases.
The following methodologies were used to calculate CO₂ emissions:
Scope 1:
• For fuel consumption used by our vehicle fleet, an emission factor of 2.57082 kg
CO₂e/litre was applied for diesel, 2.06916 kg CO₂e/litre for petrol, and 1.55713 kg
CO₂e/litre for LPG.
• For heating purposes, an emission factor of 0.18494 kg CO₂/kWh was applied for natural
gas, 1.55713 kg CO₂/kWh for LPG, and a value of 0.04698508 kg CO₂/kWh was
considered for biomass.
• Electricity generation relates to emissions from fuel consumption for power generators;
for fuel, the same diesel emission factor was applied (2.57082 kg CO₂e/litre).
• Fugitive emissions consist of emissions from refrigerants (R407C and R32); emission
factors of 1,624 kg CO₂e/kg for R407C and 380 kg CO₂e/kg for R32 were used
The DEFRA database was used:
https://assets.publishing.service.gov.uk/media/6846a4f55e92539572806125/ghg-
conversion-factors-2025-full-set.xlsx
Scope 2:
HG emissions are calculated based on reported electricity consumption from companies within
the Holding. The emission factors applied are those corresponding to national grids (Romania,
the Republic of Moldova and Lithuania) for location‑based Scope 2 emissions and
supplier‑specific emission factors for market‑based Scope 2 emissions, as presented in the table
below.
Energy supplier
Site
Energy supplier emission
factor 2024 [gCO2 e/kWh]
National emission factor 2024
[gCO2 e/kWh]
ENTREX
BICO Vaslui
BICO Piatra Neamt
ELECTROPLAST
VELTADOORS
155.14
179.72 (RO)
NOVA
ELECTROPLAST
250,274
179.72 (RO)
Premier Energy
BICO – TERRA
473.9 (MD)*
473.9 (MD)
Ignitis
BICO – IRANGA
0**
102.64 (LT)
180
Engie
EVOLOR
223.49
179.72 (RO)
Tinmar Energy
DIAL
415.59
179.72 (RO)
PPC Energy
VELTADOORS
151.7
179.72 (RO)
*The national grid emission factor was taken from the DEFRA database, as there is no energy label available for our energy
suppliers in the Republic of Moldova.
** In accordance with the green electricity supply contract.
Scope 3:
In 2023, we organised dedicated workshops to identify the Scope 3 emission categories
considered material for each company within the Group. The outcomes of these assessments
were retained for 2024 and 2025 as well. For VELTADOORS, the materiality analysis was based
on the assessment performed in 2023 for ECO EURO DOORS (now integrated into
VELTADOORS), and for the BICO companies in the Republic of Moldova and Lithuania, the
Scope 3 materiality outcome for BICO Industries was used, as the operational structure and
relevant value chains are comparable.
A materiality assessment of Scope 3 categories was performed, and carbon emissions were
quantified only for the material categories relevant to each company, based on the collection
and processing of information as follows:
• Category 1 – Purchased goods and services: quantities of raw materials, goods and
services purchased in the reference year were collected, either by mass or by monetary
value. These were multiplied by relevant emission factors, resulting in CO₂ emissions for
each input. For emissions quantified using mass‑based values, the Ecoinvent v3.12
databases were used. For emissions quantified using monetary values, DEFRA factors
were used (https://www.carbonsaver.org/tools/scope_3_CO2e_factors.php).
DEFRA factors were also used where suitable mass‑based emission factors were not
available. Emission factors are expressed in GBP; therefore, the following exchange rates
were applied: the 2025 average NBR rate for GBP/RON, i.e. 1 GBP = 5.88461 RON for
Romanian companies; 1 GBP = 0.85673 EUR for Lithuania; and the GBP/MDL exchange
rate published by the National Bank of the Republic of Moldova, i.e. 1 GBP = 23.0504 MDL.
This category was considered for: BICO RO
5
, BICO MD
6
, BICO LT
7
, DIAL,
ELECTROPLAST, EVOLOR, VELTADOORS.
• Category 2 – Capital goods: monetary values expressed in RON / EUR / MDL were
converted into GBP and multiplied by the relevant DEFRA emission factors
(https://www.carbonsaver.org/tools/scope_3_CO2e_factors.php). The monetary value
(in GBP) of purchased items with an extended useful life, depreciation value and subject
to depreciation was considered and multiplied by the emission factor corresponding to
the relevant capital goods category.
5
BICO RO = BICO INDUSTRIES S.A. sites in Roma nia (Piatra Neamț and Vaslui)
6
BICO MD = BICO (TERRA IMPEX S.R.L.) sites in Republic of Moldova
7
BICO LT = BICO (IRANGA TECHNOLOGIJOS, UAB) site in Lituania
181
This category was considered for: BICO RO
8
, BICO MD
9
, BICO LT
10
, DIAL,
ELECTROPLAST, EVOLOR, VELTADOORS.
• Category 3 – Fuel‑ and energy‑related activities (not included in Scope 1 or Scope 2):
emissions associated with the production of fuels and energy purchased and consumed
by the company in the reference year, which were not included in Scope 1 or Scope 2,
were calculated by multiplying energy and fuel quantities by the relevant emission
factors. For this calculation, the publicly available source was used:
https://www.gov.uk/government/publications/greenhouse-gas-reporting-conversion-
factors-2025.
This category was considered for: BICO RO, BICO MD, BICO LT, DIAL, ELECTROPLAST,
EVOLOR, VELTADOORS.
• Category 4 – Upstream transportation and distribution: this includes transportation
paid for by the company but not performed with company‑owned vehicles. Emissions
were calculated by multiplying the truck distances travelled (km) by the weight of goods
transported and the relevant emission factors, considering truck load capacity and
emission standard. Emission factors from Ecoinvent v3.12 were used.
This category was considered for: BICO RO, BICO MD, BICO LT, DIAL, ELECTROPLAST,
EVOLOR, VELTADOORS.
• Category 5 – Waste generated in operations: company‑generated waste quantities,
broken down by waste type (code), were multiplied by the relevant emission factors
associated with the applicable recovery/treatment methods. Emission factors from
Ecoinvent v3.12 were used.
This category was considered for: BICO RO, BICO MD, BICO LT, DIAL, ELECTROPLAST,
EVOLOR, VELTADOORS.
• Category 6 – Business travel: emissions under this category were calculated by multiplying
kilometres travelled by employees by the average number of employees per mode of
transport and by the relevant emission factors for the transport modes used (air travel,
vehicle, etc.) and distances travelled. Emission factors from Ecoinvent v3.12 were used.
This category was considered for: BICO RO, BICO LT, DIAL, ELECTROPLAST, EVOLOR,
VELTADOORS.
• Category 7 – Employee commuting: information was collected on commuting distances
(home‑to‑work and return), transport mode used, the average number of employees
using each transport mode, and the number of days worked on site (office, production
hall, etc.). Emissions were calculated by multiplying these parameters by the relevant
emission factors. In the absence of information on the emission standard of the transport
modes used, an emission factor corresponding to the Euro 5 standard was applied.
Emission factors from Ecoinvent v3.12 were used.
8
BICO RO = BICO INDUSTRIES S.A. sites in Roma nia (Piatra Neamț and Vaslui)
9
BICO MD = BICO (TERRA IMPEX S.R.L.) sites in Republic of Moldova
10
BICO LT = BICO (IRANGA TECHNOLOGIJOS, UAB) site in Lituania
182
This category was considered for: BICO RO
11
, BICO MD
12
, BICO LT
13
, ELECTROPLAST,
EVOLOR, VELTADOORS.
• Category 8 – Upstream leased assets: this category covers assets leased from other
companies. Monetary values expressed in RON / EUR / MDL were converted into GBP
and multiplied by the relevant DEFRA emission factors
(https://www.carbonsaver.org/tools/scope_3_CO2e_factors.php).
This category was considered for: BICO RO, BICO MD, BICO LT, EVOLOR.
• Category 9 – Downstream transportation and distribution: transportation not paid for
by the company (instead paid by customers or suppliers) and not performed with
company‑owned vehicles. Truck distances were multiplied by the weight of products (or
waste) transported and by the relevant emission factors for truck load capacity and
emission standard. Emission factors from Ecoinvent v3.12 were used.
This category was considered for: BICO RO, BICO MD, BICO LT, DIAL, ELECTROPLAST,
EVOLOR, VELTADOORS.
• Category 10 – Processing of sold products: includes emissions resulting from the
processing or further transformation of intermediate products sold to third parties. Quantities
of intermediate products sold to other manufacturers were multiplied by emission factors as
specific as possible to the relevant processing activities. Emission factors from Ecoinvent
v3.12 were used. This category was considered for: BICO RO, BICO LT, DIAL.
• Category 11 – Use of sold products: not applicable.
• Category 12 – End‑of‑life treatment of sold products: this category includes total estimated
end‑of‑life emissions for products sold in the reference year. Total quantities of finished
products sold were multiplied by the relevant emission factors associated with recovery/
treatment methods at end of life. Emission factors from Ecoinvent v3.12 were used.
This category was considered for: BICO RO, DIAL, ELECTROPLAST, VELTADOORS.
• Category 13 – Downstream leased assets: the monetary value of assets leased to other
entities in the reference year was collected and expressed in local currency, converted
into GBP and multiplied by the relevant DEFRA emission factors
(https://www.carbonsaver.org/tools/scope_3_CO2e_factors.php).
This category was considered for: BICO RO.
• Category 14 – Franchises: not applicable.
• Category 15 – Investments: not applicable for 2025.
The table below presents consolidated greenhouse gas emissions, broken down into Scope 1,
Scope 2 and Scope 3 emissions for all companies across all countries included within the scope
of the current Sustainability Statement.
11
BICO RO = BICO INDUSTRIES S.A. sites in Roma nia (Piatra Neamț and Vaslui)
12
BICO MD = BICO (TERRA IMPEX S.R.L.) sites in Republic of Moldova
13
BICO LT = BICO (IRANGA TECHNOLOGIJOS, UAB) site in Lituania
183
ROCA INDUSTRY – GHG emissions – consolidated values
Retrospective
Milestone and target years
Base year
(2024)*
Comparative
(2024)
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
2,770.17
2,770.17
2,243.10
80.97%
NA
2,493.15
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
3,005.37
3,005.37
2,552.73
84.94%
NA
2,704.83
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
2,745.89
2,745.89
2,729.71
99.41%
NA
2,471.30
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
160,775.86
160,775.86
164,790.95
102.50%
NA
144,698.27
NA
NA
1 Purchased goods and services
117,195.47
117,195.47
118,586.91
101.19%
NA
105,475.92
NA
NA
[Optional sub-category: Cloud
computing and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
484.58
484.58
3,640.89
751.35%
NA
436.12
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
2,666.14
2,666.14
1,798.75
67.47%
NA
2,399.53
NA
NA
4 Upstream transportation and
distribution
10,479.29
10,479.29
14,736.02
140.62%
NA
9,431.36
NA
NA
5 Waste generated in operations
1,264.08
1,264.08
1,385.95
109.64%
NA
1,137.67
NA
NA
6 Business travel
37.95
37.95
70.64
186.15%
NA
34.16
NA
NA
7 Employee commuting
1,093.96
1,093.96
867.23
79.27%
NA
984.56
NA
NA
8 Upstream leased assets
50.27
50.27
35.62
70.86%
NA
45.24
NA
NA
9 Downstream transportation
4,452.25
4,452.25
3,324.76
74.68%
NA
4,007.03
NA
NA
10 Processing of sold products
12,766.54
12,766.54
12,061.51
94.48%
NA
11,489.89
NA
NA
11 Use of sold products
0
0
0
0
NA
0
NA
NA
12 End-of-life treatment of sold products
10,271.13
10,271.13
8,282.47
80.64%
NA
9,244.02
NA
NA
13 Downstream leased assets
14.20
14.20
0.19
1.32%
NA
12.78
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
166,551.39
166,551.39
169,586.78
101.82%
NA
149,896.26
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
166,291.92
166,291.92
169,763.76
102.09%
NA
149,662.73
NA
NA
*2024 is considered the base year
The tables below present GHG emissions by subsidiary.
184
VELTADOORS*
Retrospective
Milestone and target years
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
413.49
413.49
159.74
38.63%
NA
372.14
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
362.48
362.48
363.90
100.39%
NA
326.23
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
275.68
275.68
313.84
113.84%
NA
248.11
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
14,409.73
14,409.73
11,714.42
81.30%
NA
12,968.77
NA
NA
1 Purchased goods and services
13,545.02
13,545.02
10,080.67
74.42%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
5.69
5.69
8.00
140.60%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
362.71
362.71
155.13
42.77%
NA
NA
NA
NA
4 Upstream transportation and
distribution
63.21
63.21
416.65
659.15%
NA
NA
NA
NA
5 Waste generated in operations
114.34
114.34
270.81
236.84%
NA
NA
NA
NA
6 Business travel
1.68
1.68
0.09
5.08%
NA
NA
NA
NA
7 Employee commuting
191.19
191.19
629.52
329.26%
NA
NA
NA
NA
8 Upstream leased assets
0
0
0
0
NA
NA
NA
NA
9 Downstream transportation
3.4
3.4
9.45
278.03%
NA
NA
NA
NA
10 Processing of Sold Products
0
0
0
0
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
122.5
122.5
144.10
117.63%
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
15,185.70
15,185.70
12,238.07
80.59%
NA
13,667.14
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
15,185.70
15,185.70
12,188.00
80.72%
NA
13,589.02
NA
NA
*VELTADOORS emissions are compared with the aggregated consumption of ECO EURO DOORS and WORKSHOP DOORS at
2024 level.
EVOLOR
Retrospective
Milestone and target years
185
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
534.75
5347.5
513.48
96.02%
NA
481.28
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
44.56
44.56
67.07
150.51%
NA
40.10
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
38.26
38.26
83.40
217.98%
NA
34.43
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
18,519.96
18,519.96
32,809.74
177.16%
NA
16,667.96
NA
NA
1 Purchased goods and services
15,520,29
15,520.29
25,538.18
164.55%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
63.40
63.40
160.30
252.84%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
534.98
534.98
501.97
93.83%
NA
NA
NA
NA
4 Upstream transportation and
distribution
2,168.99
2,168.99
6,488.31
299.14%
NA
NA
NA
NA
5 Waste generated in operations
178.25
178.25
110.06
61.75%
NA
NA
NA
NA
6 Business travel
11.12
11.12
1.90
17.10%
NA
NA
NA
NA
7 Employee commuting
4.72
4.72
4.24
89.83%
NA
NA
NA
NA
8 Upstream leased assets
0.33
0.33
0.26
79.81%
NA
NA
NA
NA
9 Downstream transportation
37.87
37.87
4.49
11.86%
NA
NA
NA
NA
10 Processing of Sold Products
0
0
0
0
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
0
0
0
0
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
19,099.27
19,099.27
33,390.28
174.82%
NA
17,189.33
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
19,092.97
19,092.97
33,406.61
174.97%
NA
17,183.66
NA
NA
DIAL
Retrospective
Milestone and target years
186
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
767.91
NA
653.46
85.10%
NA
691.12
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
242.29
242.29
222.53
91.84%
NA
218.06
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
705.50
705.50
514.58
72.94%
NA
634.95
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
15,513.77
15,513.77
15,221.55
98.12%
NA
13,962.40
NA
NA
1 Purchased goods and services
7,642.88
7,64.88
8,337.20
109.08%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
10.60
10.60
0.85
7.98%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
773.49
773.49
200.78
25.96%
NA
NA
NA
NA
4 Upstream transportation and
distribution
42.25
42.25
23.24
55.00%
NA
NA
NA
NA
5 Waste generated in operations
29.16
29.16
29.53
101.28%
NA
NA
NA
NA
6 Business travel
2.88
2.88
0.51
17.86%
NA
NA
NA
NA
7 Employee commuting
0
0
0
0
NA
NA
NA
NA
8 Upstream leased assets
0
0
0
0
NA
NA
NA
NA
9 Downstream transportation
167.52
167.52
164.68
98.30%
NA
NA
NA
NA
10 Processing of Sold Products
6,671.92
6,671.92
6,302.14
94.46%
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
173.08
173.08
162.63
93.96%
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
16,523.97
16,523.97
16,097.54
97.42%
NA
14,871.58
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
16,987.18
16,987.18
16,389.59
96.48%
NA
15,288.47
NA
NA
ELECTROPLAST
Retrospective
Milestone and target years
187
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
354.79
354.79
297.01
83,71%
NA
319.31
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
363.14
363.14
464.77
127.99%
NA
326.83
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
199.57
199.57
537.04
269.10%
NA
179.61
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
29,334.41
29,334.41
39,929.84
136.12%
NA
26,400.97
NA
NA
1 Purchased goods and services
21,726.35
21,726.35
27,983.34
128.80%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
224.62
224.62
3,064.98
1364.52%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
289.87
289.87
304.98
105.21%
NA
NA
NA
NA
4 Upstream transportation and
distribution
2,926.34
2,926.34
3,072.79
105.00%
NA
NA
NA
NA
5 Waste generated in operations
87.40
87.40
144.96
165.85%
NA
NA
NA
NA
6 Business travel
12.24
12.24
65.39
534.19%
NA
NA
NA
NA
7 Employee commuting
102.31
102.31
56.85
55.57%
NA
NA
NA
NA
8 Upstream leased assets
0
0
0
0
NA
NA
NA
NA
9 Downstream transportation
27.63
27.63
74.43
269.39%
NA
NA
NA
NA
10 Processing of Sold Products
0
0
0
0
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
3,937.65
3,937.65
5,162.12
131.10%
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
30,052.34
30,052.34
40,691.61
135.40%
NA
27,047.11
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
29,888.76
29,888.76
40,763.89
136.39%
NA
26,899.89
NA
NA
BICO
Retrospective
Milestone and target years
188
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
699.23
699.23
619.41
88.59%
NA
629.31
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
1,992.90
1,992.90
1,434.47
72%
NA
1,793.61
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
1,526.88
1,526.88
1,280.85
84%
NA
1,374.19
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
82,997.99
82,997.99
65,115.40
78.45%
NA
74,698.20
NA
NA
1 Purchased goods and services
58,760.94
58,760.94
46,647.52
79.39%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
180.28
180.28
406.76
225.63%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
705.07
705.07
635.88
90.19%
NA
NA
NA
NA
4 Upstream transportation and
distribution
5,278.50
5,278.50
4,735.03
89.70%
NA
NA
NA
NA
5 Waste generated in operations
854.93
854.93
830.59
97.15%
NA
NA
NA
NA
6 Business travel
10.02
10.02
2.76
27.51%
NA
NA
NA
NA
7 Employee commuting
795.75
795.75
176.62
22.19%
NA
NA
NA
NA
8 Upstream leased assets
49.94
49.94
35.36
70.81%
NA
NA
NA
NA
9 Downstream transportation
4,215.84
4,215.84
3,071.71
72.86%
NA
NA
NA
NA
10 Processing of Sold Products
6,094.62
6,094.62
5,759.37
94.50%
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
6,037.91
6,037.91
2,813.62
46.60%
NA
NA
NA
NA
13 Downstream leased assets
14.20
14.20
0.19
1.32%
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
85,690.12
85,690.12
67,169.28
78.39%
NA
77,121.12
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
85,224.09
85,224.09
67,015.66
78.63%
NA
76,701.70
NA
NA
189
The tables below present the GHG emissions by country for BICO companies.
BICO ROMANIA
Retrospective
Milestone and target years
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
296.38
296.38
274.32
92.56%
NA
266.74
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
639.31
639.31
505.39
79.05%
NA
575.38
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
173.29
173.29
436.27
251.76%
NA
155.6
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
46,401.46
46,401.46
27,738.40
59.78%
NA
41,761.31
NA
NA
1 Purchased goods and services
32,554.69
32,554.69
17,991.45
55.27%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
51.39
51.39
9.14
17.78%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
294.58
294.58
283.47
96.23%
NA
NA
NA
NA
4 Upstream transportation and
distribution
2,755.67
2,755.67
1,361.04
49.39%
NA
NA
NA
NA
5 Waste generated in operations
606.42
606.42
424.22
69.95%
NA
NA
NA
NA
6 Business travel
7.66
7.66
0
0
NA
NA
NA
NA
7 Employee commuting
478.63
478.63
71.69
14.98%
NA
NA
NA
NA
8 Upstream leased assets
8.08
8.08
9.98
123.57%
NA
NA
NA
NA
9 Downstream transportation
3,627.97
3,627.97
2,380.51
65.62%
NA
NA
NA
NA
10 Processing of Sold Products
2,489.69
2,489.69
2,393.10
96.12%
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
3,512.47
3,512.47
2,813.62
80.10%
NA
NA
NA
NA
13 Downstream leased assets
14.20
14.20
0.19
1.32%
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
47,337.15
47,337.15
28,518.11
60.24%
NA
42,603.43
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
46,871.13
46,871.13
28,448.99
60.70%
NA
42,184.01
NA
NA
190
BICO MOLDOVA
Retrospective
Milestone and target years
Base year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2eq)
129.69
129.69
202.97
156.50%
NA
116.72
NA
NA
Percentage of Scope 1 GHG emissions
from regulated emission trading schemes
(%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG
emissions (tCO2eq)
1,253.34
1,253.34
844.58
67.39%
NA
1,128.01
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
1,253.34
1,253.34
844.58
67.39%
NA
1,128.01
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
27,471.03
27,471.03
28,129.09
102.40%
NA
24,723.94
NA
NA
1 Purchased goods and services
23,034.22
23,034.22
24,629.68
106.93%
NA
NA
NA
NA
[Optional sub-category: Cloud computing
and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
126.85
126.85
396.52
312.59%
NA
NA
NA
NA
3 Fuel and energy-related Activities (not
included in Scope1 or Scope 2)
137.24
137.24
208.50
151.92%
NA
NA
NA
NA
4 Upstream transportation and
distribution
2,333.23
2,333.23
2,084.25
89.33%
NA
NA
NA
NA
5 Waste generated in operations
176.02
176.02
285.19
162.02%
NA
NA
NA
NA
6 Business travel
0
0
0
0
NA
NA
NA
NA
7 Employee commuting
250.38
250.38
72.28
28.87%
NA
NA
NA
NA
8 Upstream leased assets
18.36
18.36
10.28
55.97%
NA
NA
NA
NA
9 Downstream transportation
315.24
315.24
442.40
140.34%
NA
NA
NA
NA
10 Processing of Sold Products
1,079.50
1,079.50
0
0
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold products
0
0
0
0
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-based)
(tCO2eq)
28,854.06
28,854.06
29,176.64
101.12%
NA
25,968.66
NA
NA
Total GHG emissions (market-based)
(tCO2eq)
28,854.06
28,854.06
29,176.64
101.12%
NA
25,968.66
NA
NA
191
BICO LITHUANIA
Retrospective
Milestone and target years
Base
year
(2024)*
Comparative
2025 (N)
%N/N-1
2025
2030
(2050)
Annual
Target % /
Base Year
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions
(tCO2eq)
273.15
273.15
142.12
52.03%
NA
245.84
NA
NA
Percentage of Scope 1 GHG
emissions from regulated emission
trading schemes (%)
NA
NA
NA
NA
NA
NA
NA
NA
Scope 2 GHG Emissions
Gross location-based Scope 2
GHG emissions (tCO2eq)
100.25
100.25
84.49
84.28%
NA
90.23
NA
NA
Gross market-based Scope 2 GHG
emissions (tCO2eq)
100.25
100.25
0
0
NA
90.23
NA
NA
Significant Scope 3 GHG Emissions
Total Gross indirect (Scope 3) GHG
emissions (tCO2eq)
9,125.50
9,125.50
9,247.91
101.34%
NA
8,212.96
NA
NA
1 Purchased goods and services
3,172.02
3,172.02
4,026.39
126.93%
NA
NA
NA
NA
[Optional sub-category: Cloud
computing and data centre services
NA
NA
NA
NA
NA
NA
NA
NA
2 Capital goods
2.04
2.04
1.10
54.06%
NA
NA
NA
NA
3 Fuel and energy-related
Activities (not included in Scope1
or Scope 2)
273.24
273.24
143.92
52.67%
NA
NA
NA
NA
4 Upstream transportation and
distribution
189.61
189.61
1,289.75
680.21%
NA
NA
NA
NA
5 Waste generated in operations
72.49
72.49
121.18
167.17%
NA
NA
NA
NA
6 Business travel
2.37
2.37
2.76
116.29%
NA
NA
NA
NA
7 Employee commuting
66.74
66.74
32.64
48.91%
NA
NA
NA
NA
8 Upstream leased assets
23.49
23.49
15.10
64.28%
NA
NA
NA
NA
9 Downstream transportation
272.63
272.63
248.80
91.26%
NA
NA
NA
NA
10 Processing of Sold Products
2,525.44
2,525.44
3,366.27
133.29%
NA
NA
NA
NA
11 Use of Sold Products
0
0
0
0
NA
NA
NA
NA
12 End-of-life treatment of sold
products
2,525.44
2,525.44
0
0
NA
NA
NA
NA
13 Downstream leased assets
0
0
0
0
NA
NA
NA
NA
14 Franchises
0
0
0
0
NA
NA
NA
NA
15 Investments
0
0
0
0
NA
NA
NA
NA
Total GHG emissions
Total GHG emissions (location-
based) (tCO2eq)
9,498.90
9,498.90
9,474.53
99.74%
NA
8,549.02
NA
NA
Total GHG emissions (market-
based) (tCO2eq)
9,498.90
9,498.90
9,390.03
98.85%
NA
8,549.02
NA
NA
192
The table below presents the GHG emissions intensity (total GHG emissions per net
revenue).
ROCA INDUSTRY – consolidated values
Milestone and target years
2024
2025
% 2025 / 2024
2025
2030
(2050)
Total GHG emissions
(location-based) per net
revenue (tCO2eq/mil.RON)
277.96
269.40
96.92%
NA
249.78
NA
Total GHG emissions
(market-based) per net
revenue (tCO2eq/ml.RON)
277.53
269.68
97.17%
NA
250.17
NA
193
Pollution
ESRS E2
ESRS 2 IRO-1
The manufacturing processes carried out by ROCA INDUSTRY subsidiaries involve the use of
chemicals and materials specific to the construction materials industry, which may generate
emissions and other forms of pollution affecting air, soil or water. All production sites operate in
compliance with applicable legal requirements, hold valid environmental permits and, where
relevant, are certified in accordance with internationally recognised standards (such as ISO 9001,
ISO 14001 and ISO 45001, as applicable), which also support pollution prevention and control.
As part of the double materiality assessment initiated in 2024, we analysed the sites and
operational activities of subsidiaries in Romania, Lithuania and the Republic of Moldova, with
the aim of identifying actual and potential pollution‑related impacts, risks and opportunities,
based on environmental permits, applicable legal requirements and information available from
environmental monitoring activities carried out in accordance with legislation. In 2025, there
were no new developments or changes in operations that would have required additional
assessments; only the annual environmental permit endorsement was required.
During the reporting year, no direct consultations were conducted with nearby communities, as
there were no changes to production operations that would have required updates to
environmental permits or the initiation of additional consultation procedures.
For a detailed presentation of the IROs, please refer to the table in section ESRS2 SBM-3 –
Material Impacts, Risks and Opportunities and their interaction with the strategy and
business model, starting on page 147.
E2-1 – Policies related to pollution
Through the ROCA INDUSTRY ESG Policy developed in 2025, the Group reaffirms its
commitment to pollution prevention, continuous improvement of environmental performance,
and the protection of the health of employees and local communities. This policy establishes a
preventive approach to managing impacts associated with air, water and soil pollution, through
strict compliance with applicable environmental legislation and the implementation of control
measures appropriate to the operational specifics of each subsidiary.
The policy aims to support the monitoring of industrial emissions, the reduction of volatile organic
compounds (VOCs), the proper treatment of wastewater, and the responsible management of
hazardous substances, in line with REACH requirements and the principles of Best Available
Techniques (BAT). All subsidiaries within the portfolio are required to maintain internal pollution
194
management systems integrated into existing management systems, including risk
assessments, periodic audits and response mechanisms for potential environmental incidents.
To strengthen the responsible management of pollution‑related aspects, ROCA INDUSTRY
incorporated specific objectives and guidelines addressing air, water and soil pollution into the
ESG strategic directions defined at Group level in 2025. These provide the basis for the
implementation of concrete pollution prevention and control measures. Both the ESG Policy and
the related strategic directions were approved by the Board of Directors on 25 February 2026
and 24 March 2026, respectively, and were subsequently disseminated to all subsidiaries to
ensure consistent implementation across the Group.
E2-2 – Actions and resources related to pollution
The ESG strategic directions defined at ROCA INDUSTRY level in 2025 also address the
prevention and reduction of pollution generated by operations and products, along with
compliance with environmental legislation and the requirements of applicable environmental
permits. These actions are planned for implementation starting in 2026.
These actions include the implementation of environmental policies associated with ISO 14001
and the ESG Policy, which integrates pollution‑related aspects, ensuring ongoing compliance
with environmental permits, monitoring emissions of volatile organic compounds (VOCs),
testing wastewater discharges, preventing leaks of hazardous substances through appropriate
technical measures, and progressively using materials with low VOC content.
In addition to the general framework, a number of subsidiary-specific measures have been
identified, tailored to the type of industrial processes, which may be implemented depending on
the operational specifics and applicable short‑ or medium‑term requirements. Accordingly,
VELTADOORS, DIAL, EVOLOR and BICO will install air filtration systems in painting booths and
exhaust ducts in order to reduce emissions generated by finishing processes, and will
periodically monitor VOC emissions, on an annual or quarterly basis, depending on applicable
requirements. DIAL, EVOLOR and BICO will implement closed‑loop water systems and perform
regular discharge testing to reduce impacts on water resources. EVOLOR and BICO have
planned the gradual replacement of hazardous coatings and materials with low-VOC
alternatives by 2027, while VELTADOORS and DIAL will eliminate plastic filling materials from
packaging by 2028.
In the case of ELECTROPLAST, actions are focused on the use of materials with low VOC
content, recirculation of process water in closed systems, monitoring of wastewater quality, and
the prevention of oil and chemical leaks through containment trays and equivalent measures, in
line with the specifics of electric cable manufacturing processes.
195
E2-3 – Targets related to pollution
At Group level, ROCA INDUSTRY has established a set of common targets related to the
prevention and reduction of pollution, applicable to all subsidiaries starting in 2026, following
the approval of the ESG strategic directions. At the time of definition, pollution‑related objectives
were set without a unified and formalised methodology, having an indicative character and
being aligned with the Group’s priorities at that time. From 2026 onwards, ROCA INDUSTRY
plans to develop a structured methodology for setting, monitoring and reviewing targets related
to this topic, with the aim of progressively aligning with ESRS requirements and good practices.
The targets include maintaining, on an annual basis, a level of zero non‑compliances with
environmental permits, zero pollution‑related complaints, and zero cases of discharges requiring
remediation. These targets support the Group’s objective of ensuring ongoing compliance with
applicable environmental legislation and reducing the environmental impact of its operations
and will be monitored on a regular basis.
Additionally, by 2027, VELTADOORS aims to roll out and scale up the energy efficiency
measures already proven successful at the Carpați site, as well as in the Salcâmilor and Petelea
facilities. These measures also contribute indirectly to reducing air pollutants associated with
industrial processes.
E2-4 – Pollution of air, water and soil
With regard to air, water and soil pollution, ROCA INDUSTRY subsidiaries monitor and manage
the impacts generated by their activities in accordance with applicable environmental legislation
and the conditions set out in environmental permits. In line with environmental permit
requirements, each company within ROCA INDUSTRY is required to comply with specific
pollution prevention and control obligations. Reported emissions remain within the permitted
limits, in compliance with applicable regulations.
Air emissions mainly result from the operation of thermal plants and the use of substances that
generate volatile organic compounds (VOCs), which are periodically monitored by accredited
laboratories. Measurement results for VOCs, as well as for channelled and fugitive emissions,
indicate values below the maximum limits allowed under applicable legislation, with no
exceedances recorded during the reporting period (ELECTROPLAST, EVOLOR, DIAL,
VELTADOORS). BICO is not subject to reporting obligations under Regulation (EU) 2024/1244
of the European Parliament and of the Council.
For soil protection purposes, raw materials, hazardous substances and waste are stored on
concrete platforms and in specially designated areas, thereby preventing the risk of
contamination. No soil pollution incidents occurred at ROCA INDUSTRY sites.
With regard to domestic wastewater, this is discharged into the municipal sewerage systems
and complies with the limit values set by the sewerage network operators and wastewater
196
treatment plants. Rainwater collected from paved or concrete platforms and roofs, which does
not present a risk of contamination, is also discharged into the municipal sewerage networks.
Quality indicators are maintained within the limits established by Government Decision No.
352/2005 and NTPA 002/2005 regarding wastewater discharge.
Greenhouse gas emissions are presented in section ESRS E1 – Climate Change.
In 2025, ROCA INDUSTRY performed an assessment of the use of microplastics within its
production processes, in accordance with the requirements of Regulation (EU) 2023/2055. The
assessment considered the operational specifics of the subsidiaries, as well as the types of raw
materials and processes used. Following the analysis of raw materials used in production, it was
concluded that microplastics (Synthetic Polymer Microparticles – SPM) are not intentionally
added to the products manufactured
E2-5 – Substances of concern and substances of very high concern
As part of their operational activities, ROCA INDUSTRY subsidiaries use a limited number of
chemical substances and mixtures that may be classified as substances of concern, primarily
due to their chemical and physical properties or hazard classification under applicable European
legislation (REACH and CLP Regulations). These substances are used exclusively for specific
technological purposes, in controlled quantities and under regulated conditions, and are not
subject to production, placing on the market, or import/export as such.
Not all ROCA INDUSTRY subsidiaries use substances or mixtures of concern; for example, BICO
does not use such substances.
DIAL, EVOLOR, ELECTROPLAST and VELTADOORS monitor the quantities of substances of
concern used and generated within their production processes, based on internal records and
reporting to the competent authorities. These substances are procured exclusively for internal
use, in quantities aligned with production capacity. No direct emissions of such substances as
such into air, water or soil have been identified. The substances predominantly leave the sites in
the form of waste (hazardous or non‑hazardous), which is managed by authorised operators in
accordance with waste legislation. Certain substances of concern may be present in finished
products, without the possibility of release under normal conditions of use.
No substances of very high concern (SVHC), as defined under the REACH Regulation, have been
identified as being used or produced as such in the operations of the subsidiaries. No chemical
substances are manufactured at subsidiary level and no chemical synthesis activities are carried
out; the role of the subsidiaries is limited to the use of substances acquired from authorised
suppliers and accompanied by safety data sheets.
The table below presents the total quantities of substances of concern used during production
or procured, as well as the total quantities of hazardous substances leaving the installations as
emissions, products or as part of products. The table includes the values reported by EVOLOR,
197
DIAL, ELECTROPLAST and VELTADOORS, based on the hazard statements (H‑statements)
indicated for each substance or mixture.
Substances/mixtures
Quantities of substances/ chemical preparations of concern used [kg]
2024
2025
DIAL
Technical sulphuric acid
60.0
70.0
Bonderite MFEG1070
1,350.0
600.0
Bonderite CAD 0555
39.0
56.0
BONDERITE SPD844
20.0
360.0
TOTAL DIAL
1,469.0
1,086.0
ELECTROPLAST
QH EVERDRAW C 1440
-
1,241.0
IC-2WT860 PRINTING INK
-
1.8
MC-2WT860-4 MAKE-UP
-
7.6
INTERFLON LUBE TF AEROSOL (500 ml can)
-
11.0
Solvent XS32004
50.0
45.0
Solvent XS33001
106.0
90.0
Black ink (0.7 L bottle)
10.0
1.1
White ink (0.7 L bottle)
17.0
22.4
TOTAL ELECTROPLAST
183.0
1,419.9
EVOLOR
Butyl Diglycol
56,027.0
39,250.0
Biocide Polyphase 678
-
4,800.0
White spirit
201,880.0
178,400.0
Mergal V684 K Preservative
15,000.0
14,000.0
Ammoniacal water
7,287.0
9,235.0
Phosphoric acid
11,873.0
8,446.0
Ethyl and propyl alcohol
8,800.0
10,373.0
Aluminum Paste
4,300.0
4,550.0
Alkyd resin (55%; 65%; 80%)
440,557.0
420,760.0
Butyl acetate
7,041.0
4,420.0
Acetone
13,359.0
12,750.0
Butanol
18,518.0
16,990.0
Rompetrol SE 80/115 (extraction gasoline)
175,960.0
157,620.0
Toluene
220,291.0
209,040.0
Thinners (finished products)
-
350,084.0
Paints, primers, alkyd varnishes
-
1,597,189.0
Contact adhesive
-
26,368.0
Phenolic resin
1,300.0
1,000.0
Solvent MIX
20,920.0
23,880.0
Driers (Co, Zr, Co)
13,430.0
10,850.0
Biocide TROYSAN 1050
4,900.0
3,600.0
Biocide TROYSAN 80
1,250.0
600.0
TOTAL EVOLOR
1,222,693.0
3,104,205.0
VELTADOORS
Thinner
12,874.0
5,477.0
TOTAL VELTADOORS
12,874.0
5,477.0
TOTAL ROCA INDUSTRY
1,237,219.0
3,112,187.9
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Water and marine resources
ESRS E3
ESRS 2 IRO-1
At ROCA INDUSTRY, we are committed to the responsible management of water resources and
to ensuring that each production facility complies with applicable local regulations on water
protection. All operational sites have been subject to comprehensive assessments as part of the
environmental permitting process and, where applicable, to assessments required for obtaining
water management permits.
Of all ROCA INDUSTRY subsidiaries, EVOLOR is the only one to use water as a direct input in its
finished product, making its water consumption significantly higher than that of the other
companies. EVOLOR operates under a water management permit issued by the Olt River Basin
Water Administration and complies with the technical requirements for wastewater quality set out
in standard NTPA 001/2005. The activities of the other companies have minimal interaction with
water resources, with water used in the production process primarily as recirculated water or
exclusively for domestic purposes, without significant operational impacts on local water resources.
The climate vulnerability assessment indicates that the main risks to water resources at ROCA
INDUSTRY level are associated with drought, water stress and precipitation variability, with
different levels of intensity depending on location, amplifying drought risks and pressure on
water resources. For EVOLOR, the only subsidiary with significant technological water
consumption, these changes may affect operational water demand and potentially impact
process continuity.
Water resources also play an important role within the Group’s value chain. For example, BICO
considers marine resources relevant, as sand extracted from marine sources is used in the
production of glass fibres. As part of the double materiality assessment, potential impacts
related to pressure on marine ecosystems in extraction areas, as well as the level of traceability
available within the supply chain, were considered. This sand, sourced primarily from marine
areas in Asia, may involve risks associated with the sustainability of resource extraction. The
preliminary analysis conducted within the double materiality assessment indicates the potential
for future implementation of traceability verification measures, supplier compliance checks and
the integration of responsible sourcing criteria into future assessments, highlighting the need
for sustainable resource management measures to ensure a balance between economic
development and environmental conservation.
As part of the double materiality assessment, actual and potential impacts on water and marine
resources, as well as the associated risks and opportunities, were assessed. The analysis
examined how own operations and value chain activities may influence water availability,
199
generate pollution risks or create dependencies relevant to business continuity. This assessment
included a review of operational sites and processes to identify direct interactions with water
resources, such as abstraction, consumption and discharge. In addition, potential indirect
impacts on marine resources in the upstream value chain were analysed, particularly in relation
to the use of marine‑origin sand in BICO’s processes.
For information on impacts, risks and opportunities (IROs), please refer to the table in ESRS 2
SBM-3 – Material Impacts, Risks and Opportunities and their interaction with the strategy
and business model, starting on page 147.
E3-1 – Policies related to water and marine resources
The ESG Policy of ROCA INDUSTRY developed in 2025 and approved by the Board of Directors
on 25 February 2026 includes references to relevant aspects related to the responsible use of
water resources. These include reducing water consumption in industrial processes,
implementing wastewater treatment measures and preventing water pollution. The policy also
refers to the development of adaptive management plans in areas affected by water stress and
to the monitoring of water consumption in order to prevent impacts on communities and aquatic
ecosystems.
The Group promotes the sustainable use of natural resources across the value chain, including
through supplier selection criteria related to the responsible sourcing of raw materials. The policy
will be implemented starting in 2026 and will apply to all Group subsidiaries, supported by a
governance framework involving the Board of Directors, the executive team and ESG Lead. The
policy does not yet include specific provisions related to marine resources; however, actions
addressing ecosystem protection and raw material traceability indirectly cover the associated risks.
ROCA INDUSTRY implements ISO 14001 policies and procedures at all certified sites (BICO
INDUSTRIES, EVOLOR, ELECTROPLAST, VELTADOORS), enabling the systematic integration of
requirements related to water management, consumption monitoring, pollution risk control and
continuous improvement of performance related to water resource use.
To further support the effective management of water resources, the ESG strategic directions
defined at Group level in 2025 also include aspects related to sustainable water use. These
strategic directions underpin the implementation of concrete actions focused on water‑use
efficiency, pollution prevention and the achievement of technical targets established to reduce
pressure on natural resources.
The ESG Policy and the ESG strategic directions will be communicated to all subsidiaries in 2026
to ensure consistent and coherent implementation across the Group.
200
E3-2 – Actions and resources related to water and marine resources
ROCA INDUSTRY has defined sustainability strategic directions, providing the foundation for
the development of an action plan addressing material topics, including the responsible
management of water resources, the reduction of water consumption and the prevention of
water pollution.
From 2026 onwards, each industrial site will carry out an annual assessment of water‑related
risks, covering water availability, potential usage restrictions, water quality and risks related to
operational continuity. The findings of these assessments will underpin site‑specific water
management plans tailored to local conditions. These plans will include technical and operational
actions and will be updated periodically to reflect changes in operating conditions and identified
risks. In parallel, in order to achieve the objective of reducing specific water consumption,
companies will replace obsolete equipment with more water‑efficient alternatives by 2027.
Where applicable, subsidiaries will implement water recycling systems within production
processes by the end of 2028, with the aim of increasing water reuse and reducing pressure on
water sources. These systems will include closed‑loop circuits and water recirculation, where
feasible.
E3-3 – Targets related to water and marine resources
ROCA INDUSTRY has established specific objectives related to water resource management as
part of the ESG strategic directions defined in 2025, which were approved by the Board of
Directors on 24 March 2026. These objectives aim to reduce pressure on water resources,
ensure compliance with applicable legislation and increase operational efficiency, while also
providing a monitoring basis for assessing progress. At the time of definition, objectives related
to the use and protection of water resources were established without a unified and formalised
methodology, having an indicative character and reflecting the Group’s priorities. From 2026
onwards, ROCA INDUSTRY intends to develop a structured methodology for defining,
monitoring and reviewing targets related to water and marine resources, with a view to
progressively aligning with ESRS requirements.
All ROCA INDUSTRY subsidiaries have set a common set of targets for the sustainable
management of water resources, in line with the Group’s commitments, as part of the ESG
strategic directions. By the end of 2030, these companies aim to reduce specific wat er
consumption by 10% compared to the 2024 baseline, contributing to process efficiency and a
reduced impact on natural resources. The target is calculated based on the indicator m³/RON,
ensuring that the reduction results from operational efficiency improvements rather than
reduced activity levels. In addition, starting in 2026, the subsidiaries commit to achieving zero
non‑compliances with water‑related legislation, ensuring ongoing adherence to legal
requirements and applicable environmental standards.
201
E3-4 – Water consumption
ROCA INDUSTRY
Unit of
measure
2024
2025
Total water consumption
m
3
19,395.0
25,726.0
Total water consumption in areas at water risk, including
areas of high-water stress
m
3
-
-
Total water recycled and reused
m
3
1,300*
1,176*
Total water stored
m
3
60
60
Changes in storage
m
3
NA
NA
Water consumption intensity (total water consumption in
own operations, in cubic meters per net income in EUR)
m
3
/mil. EUR
160.2
202.3
Water consumption intensity (total water consumption in
own operations, in cubic meters per net income in RON)
m
3
/mil. RON
30.8
42.9
*includes estimated values for EVOLOR. The estimation of recirculated and discharged water volumes was carried out by the
Technical Department based on the annual production capacity. At the EVOLOR site located in Buleta, the water used for
cooling installations is recirculated.
Note: At Group level, the reported water consumption includes exclusively the volumes of water
withdrawals recorded by EVOLOR, as this is the only company within the Group where water is
consumed through direct use in the production process and incorporated into the final product;
the Group considers the portion of water withdrawals that is discharged to be not material..
Consequently, the information presented on water consumption relates solely to EVOLOR’s
activity, being considered relevant for this specific type of water use within the Group. To ensure
data comparability, the figures for the 2024 financial year were adjusted using the same
reporting methodology. The methodology applied for reporting water consumption is based on
the principle of relevance of resource use, including only those water consumptions that directly
contribute to the production of the final product.
202
Biodiversity and ecosystems
ESRS E4
ESRS 2 SBM 3, IRO-1
The activities of our companies may have an impact on biodiversity and ecosystems, particularly
during the implementation phase of development and expansion projects. When implementing
a project, the company seeks to ensure that impacts on biodiversity are minimised. Accordingly,
prior to making a development decision, urban planning and environmental documentation is
reviewed in order to identify any land‑use‑related constraints. In addition, an ecological
assessment of the site is carried out to confirm the absence of protected habitats, vulnerable
species or biodiversity elements of high value, and consultations are held with environmental
authorities to validate local conditions and applicable restrictions. All of this information is
included in the documentation submitted to the authorities for the purpose of obtaining
environmental permits. ROCA INDUSTRY does not operate sites located in proximity to
biodiversity‑sensitive areas, including Natura 2000 sites, a fact which is also reflected in the
existing environmental permits.
Impacts on biodiversity may occur within the extended value chain, particularly at the stages
related to the sourcing of raw materials, such as mineral extraction, oil extraction or timber
harvesting. These activities are carried out by upstream suppliers, and the potential effects on
ecosystems or communities in their areas of operation are not under the direct control of ROCA
INDUSTRY. During the reporting period, no documented cases were identified indicating
significant impacts on communities located in areas where raw materials used by our
subsidiaries are extracted or processed. Consequently, no consultations were conducted with
potentially affected upstream communities. In addition, during the reporting period, no formal or
informal consultations were conducted with local communities, as there were no operational
changes requiring the acquisition of new environmental permits.
Within VELTADOORS, the use of timber and MDF boards represents a relevant stage from a
biodiversity risk perspective within the value chain, given that the extraction of the raw materials
from which these products originate may exert pressure on forest ecosystems. Although these
activities take place exclusively upstream and are not directly controlled by ROCA INDUSTRY,
within the double materiality assessment these risks were evaluated as indirect, but potentially
significant in certain contexts.
To reduce exposure to these risks and to prevent indirect contributions to the degradation of
natural habitats, VELTADOORS applies a sourcing strategy based on FSC (Forest Stewardship
Council)‑certified sources. This certification provides assurance that the timber used originates
from responsibly managed forests and contributes to ecosystem protection and long‑term
resilience. The use of certified timber ensures that an independent certification body assesses
biodiversity impacts, harvesting practices and habitat protection, thereby ensuring compliance
203
with environmental regulations.
As part of the double materiality process, own sites and the nature of operational activities
carried out were analysed. This assessment was based on available data, information from
environmental regulatory procedures and site‑specific characteristics, which enabled the
identification and understanding of potential negative effects of operations on biodiversity.
For information on impacts, risks and opportunities (IROs), please refer to the table in section
ESRS2 SBM-3 – Material Impacts, Risks and Opportunities and their interaction with the
strategy and business model, starting on page 147.
E4-1 – Transition plan and consideration of biodiversity and ecosystems in strategy and
business model
At present, ROCA INDUSTRY has not developed a biodiversity‑specific transition plan.
However, the protection of biodiversity and ecosystems is integrated into the business strategy,
particularly in sectors dependent on natural resources. This includes VELTADOORS, which uses
exclusively FSC‑certified timber and applies rigorous traceability and due diligence practices
across its supply chain.
E4-2 – Policies related to biodiversity and ecosystems
The ESG Policy developed in 2025 and approved by the Board of Directors of ROCA INDUSTRY
on 25 February 2026 includes commitments to reducing the impact of operations on
biodiversity, land and natural ecosystems. Through this policy, the Group commits to preventing
and mitigating the impacts of its operations on biodiversity, soil and natural habitats. In the
development and operation of industrial facilities, the Group integrates ecosystem protection
criteria, avoiding land degradation and biodiversity loss. For new projects or capacity
expansions, the policy requires the assessment of environmental impacts in accordance with the
Environmental Impact Assessment (EIA) methodology, ensuring that risks to ecosystems are
identified and addressed from the planning stage.
Within the value chain, the policy promotes sustainable sourcing, including the application of
criteria related to raw material traceability, the use of timber sourced from certified schemes (e.g.
FSC), and the exclusion of suppliers involved in unsustainable practices or in the exploitation of
resources from areas at high risk of biodiversity loss.
Through the implementation of the ISO 14001 environmental management system at certified
sites, ROCA INDUSTRY integrates operational requirements that support biodiversity
protection, including the monitoring of environmental risks, the control of impacts on soil and
habitats, and continuous improvement mechanisms aimed at reducing pressure on ecosystems.
The ESG strategic directions defined at Group level in 2025 and approved by the Board of
204
Directors on 24 March 2026 include objectives dedicated to ecosystem protection, habitat
conservation and the reduction of pressure on natural land. These strategic directions support
the implementation of concrete actions aimed at integrating biodiversity criteria into operations,
preventing ecosystem degradation and achieving the targets established to reduce impacts on
biodiversity and ecosystems.
Both the ESG Policy and the ESG strategic directions are to be disseminated in 2026 to all Group
subsidiaries, ensuring a consistent and coherent implementation of biodiversity protection
principles across the Group.
E4-3 – Actions and resources related to biodiversity and ecosystems
In 2025, at ROCA INDUSTRY level, sustainability strategic directions were defined, providing
the foundation for the development of a biodiversity‑related action plan.
To support objectives related to biodiversity and ecosystem protection, ROCA INDUSTRY
defined a set of common operational actions applicable at Group level. First, this includes
continuous compliance with environmental legislation through the periodic updating of
environmental permits for all sites, whenever required, ensuring that requirements related to the
protection of soil, habitats and ecosystems are consistently met. Within the value chain, ROCA
INDUSTRY will ensure the implementation of an environmental due diligence procedure for
critical suppliers, aimed at identifying, assessing and managing potential biodiversity‑related
risks associated with raw materials, logistics or upstream processes.
Based on the ESG strategic directions defined at ROCA INDUSTRY level, starting in 2026, the
subsidiaries will develop and implement specific actions tailored to their respective operational
characteristics, in order to adequately manage biodiversity‑related risks within the value chain.
The implementation of these actions, including the definition of subsidiary‑level measures, is
planned to commence following approval. In line with the ESG strategic directions, subsidiaries
have defined specific objectives and commitments, within the limits and conditions of the
applicable strategic framework.
BICO
− Integration of biodiversity criteria into 100% of supplier contracts by the end of 2030, in
order to avoid sourcing from protected areas.
EVOLOR
− Implementation of an environmental information collection procedure for all critical
suppliers by the end of 2028;
− Integration of biodiversity criteria into 100% of supplier contracts by the end of 2030 to
avoid sourcing from protected areas;
− Requesting suppliers to provide confirmations demonstrating the absence of habitat
destruction.
205
VELTADOORS
− Integration of biodiversity criteria into 100% of supplier contracts by the end of 2030 to
avoid sourcing from protected areas;
− Requesting suppliers to provide certifications confirming the absence of habitat destruction;
− Monitoring and ensuring compliance with the EU Deforestation Regulation (EUDR),
including raw material traceability;
− Monitoring and managing impacts on natural habitats across all company operations;
− Implementation of preventive measures and annual audits to ensure compliance with
environmental regulations.
E4-4 – Targets related to biodiversity and ecosystems
As part of the ESG strategic directions defined in 2025, ROCA INDUSTRY has established
operational objectives for biodiversity management and compliance with applicable regulations.
At the time of definition, objectives related to biodiversity and ecosystems were established
without a unified and formalised methodology, having an indicative character and being aligned
with the Group’s priorities at that time. From 2026 onwards, ROCA INDUSTRY plans to develop
a structured methodology for setting and monitoring biodiversity‑related targets, with the aim
of progressively aligning with ESRS requirements and good reporting practices.
Starting in 2026, all subsidiaries aim to achieve, on an annual basis, the objective of zero
sanctions related to habitat loss for own operations. In addition, the subsidiaries target
maintaining 100% of operations carried out at sites authorised by the environmental authorities,
an objective that is monitored and verified annually.
VELTADOORS has set additional biodiversity‑related targets, applicable as of 2026. These
targets focus on the responsible management of the supply chain and compliance with
applicable regulations. The objective of zero substantiated sanctions related to habitat loss is
supported through supplier verification processes and the maintenance of FSC certification for
relevant materials. For raw materials subject to the EU Deforestation Regulation (EUDR), the
company also targets zero cases of non‑compliance, supported by the full implementation of
traceability and due diligence procedures, complemented by dedicated annual audits.
206
Resource use and circular economy
ESRS E5
ESRS 2 IRO-1
Resource management involves the efficient use of existing resources through the
implementation of advanced tools for monitoring, measurement and needs forecasting. This
approach facilitates awareness of current raw material consumption and enables the definition
of process optimisation strategies, thereby reducing impacts on the environment and society.
For ROCA INDUSTRY and its subsidiaries, effective resource management is essential, as it
contributes to reducing environmental impacts and optimising operations. Through monitoring
and needs forecasting, subsidiaries can identify opportunities for resource savings and
long‑term sustainability improvements.
As part of the double materiality assessment process, ROCA INDUSTRY evaluated resource use
and circular economy‑related aspects through an analysis of sites and operational activities, with
a focus on resource inputs and outputs, as well as waste management practices. The
assessment was based on available operational data, applicable legal requirements and internal
monitoring practices, with the aim of identifying relevant impacts, risks and opportunities and
informing future action related to resource use and the circular economy. Stakeholder
consultations conducted as part of the materiality assessment process also included raw and
auxiliary material suppliers, local public authorities and non‑governmental organisations, which
provided their perspectives on this topic.
For information on impacts, risks and opportunities (IROs), please refer to the table in ESRS 2
SBM-3 – Material Impacts, Risks and Opportunities and their interaction with the strategy
and business model, starting on page 147.
E5-1 – Policies related to resource use and circular economy
ROCA INDUSTRY developed an ESG Policy in 2025, which includes commitments related to the
efficient use of resources, waste management and the promotion of the circular economy. In the
course of its operations, the Group addresses circular economy principles through the
monitoring of resource inputs and outputs, the responsible management of waste, and the
identification of opportunities to improve the efficiency of production processes. The policy
promotes the gradual reduction of non‑recyclable material use, where applicable, and
encourages the adoption of eco‑design principles for products and processes, with the aim of
limiting environmental impacts throughout the entire life cycle.
At operational level, the implementation of the ISO 14001 environmental management system
at certified sites supports the coherent application of circular economy principles, including the
207
monitoring of resource consumption, control of waste flows and continuous improvement
mechanisms aimed at reducing material losses.
The ESG strategic directions defined at Group level in 2025 include objectives dedicated to the
efficient use of resources, enhancing recycling practices and embedding circularity within
operational processes, in line with the specific characteristics of each subsidiary. These strategic
directions support the implementation of actions tailored to the industrial profile of the Group’s
subsidiaries and contribute to reducing dependence on virgin raw materials.
Both the ESG Policy and the related ESG strategic directions were approved by the Board of
Directors in 2026, on 25 February and 24 March respectively, and are to be subsequently
disseminated to all Group subsidiaries, ensuring a consistent and coherent implementation of
principles related to resource use and the circular economy.
E5-2 – Actions and resources related to resource use and circular economy
The continued reliance on raw materials contributes to resource use, waste generation and
emissions across the value chain. At the same time, evolving circular economy regulations and
market trends may, over time, affect the availability and costs of certain critical raw materials.
The ESG Policy and the related impacts, risks and opportunities were reflected in the
sustainability strategic directions in 2025, providing the foundation for defining an action plan
related to resource use and the circular economy.
The Group‑level strategic directions on resource use and the circular economy provide the
framework for the phased implementation of measures starting in 2026. In this context, the
focus is on modernising processes and equipment to reduce resource use, decrease waste and
inefficiencies in production processes, as well as on the annual assessment of opportunities to
increase circularity (recycling, reuse and material alternatives).
In addition to the actions defined at Group level, additional specific actions have been proposed
at subsidiary level, tailored to operational specificities and available resources, as follows:
BICO
− Assessing the feasibility of using recycled glass fibre and resins in production processes;
− Maintaining compliance with waste management legislation and applicable minimum
recycling / waste recovery rates.
DIAL
− Use of production equipment with an extended service life;
− Modernisation of production processes to reduce emissions and the use of hazardous
chemicals;
− Auditing suppliers from a circularity perspective;
208
− Gradual reduction of waste and production scrap generated during manufacturing
processes.
ELECTROPLAST
− Optimisation of cable design to reduce copper and aluminium consumption;
− Use of insulation materials with equivalent performance but lower material intensity;
− Reintroduction of recycled plastic materials into the manufacturing process;
− Reuse of packaging and transport drums;
− Recovery of waste heat from industrial processes.
EVOLOR
− Use of equipment with an extended service life;
− Modernisation of processes to reduce emissions and chemical consumption;
− Identification of opportunities to use raw materials sourced from recycled or regenerated
sources (resins, solvents, fillers).
VELTADOORS
− Assessing the feasibility of using materials derived from recycled wood (e.g. MDF,
particleboard);
− Increasing the share of recycled materials used in production, within the limits of
technical feasibility;
− Maintaining compliance with waste‑related legislation and optimising waste
management flows.
E5-3 – Targets related to resource use and circular economy
During 2025, ROCA INDUSTRY established specific objectives together with each subsidiary
for managing material impacts, risks and opportunities related to resource use and the circular
economy. At the time of definition, these objectives were not based on a unified and formalised
methodology but rather had an indicative character and were aligned with the Group’s priorities.
From 2026 onwards, ROCA INDUSTRY plans to develop a structured methodology for defining,
monitoring and reviewing targets related to this topic, with a view to progressively aligning with
ESRS requirements.
The targets established at Group level aim to maintain an annual level of zero non‑compliances
with waste‑related legislation, as well as to maintain or achieve a minimum recycling / recovery
rate (including incineration, where applicable) of at least 70% by the end of 2030, compared to
the 2024 baseline year. The implementation of these targets and the monitoring of related
progress will be carried out on a phased basis starting in 2026, in alignment with the
implementation of the framework set out in the strategic directions.
At subsidiary level, resource use and circular economy‑related actions have been defined,
209
tailored to operational specificities, and are to be assumed and implemented on a phased basis
starting in 2026, as follows:
BICO
− Zero non‑compliances with waste legislation, starting in 2026;
− Maintaining a waste recycling / recovery rate of at least 70% by 2030 (baseline: 2024);
− Increasing the share of recycled materials used in production to at least 10% by 2030.
DIAL
− Zero non‑compliances with waste legislation, starting in 2026;
− Maintaining a waste recycling / recovery rate of at least 70% by 2030 (baseline: 2024);
− Reducing the amount of scrap and waste generated by 1.5–2% annually until 2030
(compared to 2024);
− Increasing the share of recycled materials used in production to at least 10% by 2030.
ELECTROPLAST
− Zero non‑compliances with waste legislation, starting in 2026;
− Maintaining a waste recycling rate of at least 70% by 2030 (baseline: 2024).
EVOLOR
− Zero non‑compliances with waste legislation, starting in 2026;
− Maintaining a waste recycling / recovery rate of at least 70% by 2030 (baseline: 2024);
− Increasing the share of recycled materials used in production to at least 10% by 2030
VELTADOORS
− Zero non‑compliances with waste legislation, starting in 2026;
− Maintaining a waste recycling / recovery rate of at least 70% by 2030 (baseline: 2024);
− Increasing the share of recycled materials used in production to at least 6% by 2030.
E5-4 – Resource inflows
ROCA INDUSTRY subsidiaries use a wide range of raw materials in manufacturing processes to
produce their characteristic products. Key materials vary depending on the specifics of each
company, ranging from copper and aluminium to wood, fibreglass and solvents. In addition,
packaging materials are used for primary, secondary and tertiary packaging, including
cardboard, plastic and wood.
210
ROCA INDUSTRY – Resource Inflows
2024
2025
Unit of
measure
TOTAL raw materials + packaging (except for MDF, HDF,
chipboard, wood)
54,556,354.63
46,753,301.13
kg
MDF, HDF, CHIPBOARD, wood*
13,328.91
13,210.15
m
3
Other biological materials used in production or packaging
(honeycomb boards, packaging cardboard, labels, pallets,
wooden drums, etc.) (calculated from the total amount of raw
materials and packaging)
1,839.44
1,760.59
kg
* The total volume of MDF, HDF, chipboard and wood is reported in cubic metres, as the density of these materials is unknown..
The entire quantity of MDF, HDF, chipboard and wood originates from FSC‑certified sources (100%
FSC‑certified wood).
Honeycomb board material is sourced 100% from FSC‑certified recycled sources.
ROCA INDUSTRY does not currently hold information on the origin of other biological materials used
in production or packaging.
Currently, ROCA INDUSTRY is not able to provide the total weight of recycled materials used in
production.
The tables below provide an overview of resource flows, including data on the main raw
materials used in the manufacturing of subsidiaries’ products during the reporting period,
measured in cubic metres (m³) or kilograms (kg).
Resource Inflows – BICO (includes BICO INDUSTRIES; BICO MOLDOVA AND BICO
LITHUANIA)
Raw Material + Packaging
Quantity 2024
Quantity 2025
Unit of measurement
Fiberglass
15,620,181
9,077,900.75
kg
Other raw materials
6,768,236,54
9,692,415.59
kg
Packaging
1,089,981
1,061,891
kg
Resource Inflows - VELTADOORS
Raw Material + Packaging
Quantity 2024
Quantity 2025
Unit of measurement
MDF, HDF, PLYWOOD,
timber
13,329
13,210.14
m3
Other raw materials
884,613
730,744.58
kg
Packaging
148,186
137,531.31
kg
211
Resource Inflows - EVOLOR
Raw Material + Packaging
Quantity 2024
Quantity 2025
Unit of measurement
Calcium carbonate
10,686,724
7,310,139
kg
Resins
2,133,317
1,570,750
kg
Solvents
704,527
467,747
kg
Other raw materials
763,163
430,349
kg
Resource Inflows - DIAL
Raw Material + Packaging
Quantity 2024
Quantity 2025
Unit of measurement
Soft galvanized wire
2,000,073
1,513,620
kg
Hard galvanized wire
7,932,533
7,397,323
kg
Other raw materials
656,399
839,059.60
kg
Packaging*
-
13,923.17
kg
NA* - for 2024, the indicator was reported in monetary value, without quantitative reporting (volume)
Resource Inflows - ELECTROPLAST
Raw Material + Packaging
Quantity 2024
Quantity 2025
Unit of measurement
Copper
2,408,053
2,794,051.17
kg
Aluminium
518,083
802,375.67
kg
PVC, PE, XLPE granules
1,545,802.88
1,986,154,74
kg
Other raw materials
336,892.01
447,345
kg
Packaging
359,591
479,981
kg
E5-5 – Resource outflows
ROCA INDUSTRY subsidiaries are involved in the manufacture of construction materials such
as interior doors, fencing mesh and panels, paints and plasters, fibreglass mesh, and electrical
cables. From a durability perspective, products manufactured by VELTADOORS are designed to
last up to 10 years. As they are made of wood or wood‑based materials, these products have a
high potential for repair and refurbishment. In addition, between 30% and 40% of the products
are recyclable.
ROCA INDUSTRY – consolidated values
Quantity 2024
Quantity 2025
Unit of measurement
Total products manufactured
53,406,414
52,189,364
kg
ELECTROPLAST
Insulated copper electrical cables + insulated
aluminium electrical cables
4,931,590
6,449,305
kg
VELTADOORS*
Interior doors
2,634,402
4,901,417
kg
Door accessories
110,201
720,073
kg
212
Decor and acoustic panel for walls and
ceilings
25,264
397,301
kg
Windowsills
110,201
-
kg
DIAL
DIAPLAS (galvanized fence mesh)
1,394,957
1,023,142
kg
PANODI (fence panels)
7,281,147
6,982,765
kg
DIAFOR (fence panels)
41,258
91,157
kg
DIAROL (fence mesh)
394,927
430,009
kg
Fence posts
423,846
552,940.10
kg
EVOLOR
Washable Paints & Primers
11,200.615
10,178,764
kg
Plasters
9,097,410
9,697,928
kg
Varnishes & Enamels
1,722,863
1,738,649
kg
Complementary products
210,978
218,114
kg
BICO
Fiberglass mesh for construction from own
production
6,030,245
4,627,496
kg
Fiberglass mesh for construction - goods
4,910,640
1,907,573
kg
Corners from own production
790,520
789,429
kg
Technical Textile (Laid scrim, TWIN), Laid
scrim mesh from own production**
1,223,010
1,483,301
kg
*For 2024, cumulative values include WORKSHOP DOORS and ECO EURO DOORS.
**For 2024, the cumulative value of treated mesh from in
‑
house production and technical textiles (Laid scrim, TWIN)
has been considered.
For ROCA INDUSTRY and its subsidiaries, the total quantities of waste generated, including the
volume and share of non‑recycled waste, as well as the total amount of hazardous waste, are
presented in the tables below. Within our subsidiaries, packaging waste is recovered by
authorised operators, in accordance with mandatory contracts applicable to waste holders.
The monitoring of non‑hazardous and hazardous waste involves maintaining records of
quantities and characteristics, in line with legal requirements, and reporting this information to
the relevant Environmental Protection Agency for each site. In cases where production activities
generate waste types other than those specified in the environmental permit, the holder is
obliged to manage such waste in accordance with the applicable legislation in force.
213
Total waste generated
[t]
Waste generated - ROCA INDUSTRY
2024
1,970.58
2025
3,477.95
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
5.59
5.59
0.28
0
0.02
39.77
0.00
542.36
346.24
0.00
1,402.30
1,308.09
895.38
2,750.17
Total waste directed to
disposal [t]
Total amount of hazardous waste directed to disposal [t]
Total amount of non-hazardous waste directed to disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
32.03
0
409.78
440.61
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
468.65
440.61
1.08
29.85
0
0
0
0
40.77
301.65
95.30
143.71
159.17
137.73
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
805.09
440.61
41.41%
12.67%
Notă: The difference between the total amount of waste generated and the amount for which disposal was avoided, as well as the total amount of waste directed to
disposal, is attributable to waste inventories held, namely the inventories carried forward from 2024 and those recorded at the end of the 2025 reporting period.
214
The tables below show the waste generated by each entity.
Total waste generated
[t]
Waste generated – BICO (includes BICO INDUSTRIES, BICO Moldova and BICO Lithuania)
2024
1,195.39
2025
1,109.83
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
0
0
0
0
0
0.14
0
48.12
334.94
0
619.58
0
383.06
619.72
Total waste directed to
disposal [t]
Total amount of hazardous waste destined for disposal [t]
Total amount of non-hazardous waste destined for disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
0
0
184.87
277.16
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
184.87
277.16
0
0
0
0
0
0
0
172.62
12.25
129.51
147.65
0
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
519.81
277.16
43.48%
24.97%
215
Total waste generated
[t]
Waste generated – VELTADOORS*
2024
100.171
2025
1.459.86
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
0
0
0
0
0
38.88
0
0
1.5
0
99.93
1,308.09
1.5
1,346.97
Total waste directed to
disposal [t]
Total amount of hazardous waste destined for disposal [t]
Total amount of non-hazardous waste destined for disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
11.77
0
13.84
33.59
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
98.03
33.59
0
10.67
0
0
0
0
0
87.36
0
0
0
33.59
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
99.53
33.59
99.36%
2.30%
*The waste generated by VELTADOORS is compared with the total waste generated by the ECO EURO DOORS and WORKSHOP DOORS
216
Total waste generated
[t]
Waste generated - EVOLOR
2024
234.92
2025
202.06
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
5.59
5.59
0
0
0.02
0
0
127.73
0
97.91
0
134.23
97.62
Total waste directed to
disposal [t]
Total amount of hazardous waste destined for disposal [t]
Total amount of non-hazardous waste destined for disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
19.18
0
128.64
0
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
102.23
104.14
0
19.18
0
0
0
0
0
0
83.05
0
0
104.14
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
102.23
104.14
43.52%
51.54%
217
Total waste generated
[t]
Waste generated - DIAL
2024
103.96
2025
133,95
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
0
0
0.28
0
0
0.75
0
77.66
9.81
0
126.76
0
87.75
127,51
Total waste directed to
disposal [t]
Total amount of hazardous waste destined for disposal [t]
Total amount of non-hazardous waste destined for disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
1.08
0
30.37
11.52
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
31.45
11.52
1.08
0
0
0
0
0
9.20
21.17
0
9.94
11.52
0
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
31.45
11.52
30.25%
8.60%
218
Total waste generated
[t]
Waste generated - ELECTROPLAST
2024
336.13
2025
572.25
Total waste diverted
from disposal [t]
Hazardous waste diverted from disposal [t]
Non-hazardous waste diverted from disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Preparation
for reuse
Recycling
Other
recovery
operations
Comparative
(2024)
2025
0
0
0
0
0
0
0
288.85
0
0
558.05
0
288.5
558.05
Total waste directed to
disposal [t]
Total amount of hazardous waste destined for disposal [t]
Total amount of non-hazardous waste destined for disposal [t]
Comparative (2024)
2025
Comparative (2024)
2025
0
0
52.07
14.20
Breakdown by waste disposal operation
Breakdown by waste disposal operation
Comparative (2024)
2025
Comparative (2024)
2025
Comparative
(2024)
2025
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
Incineration
Landfill
Other
disposal
operations
52.07
14.20
0
0
0
0
0
0
31.57
20.50
0
14.20
0
0
Total non-recycled
waste [t]
Total quantity [t]
Percentage of total waste (%)
Comparative (2024)
2025
Comparative (2024)
2025
52.07
14.20
15.49%
2.58%
219
Own workforce
ESRS S1
ESRS 2 SBM-2 Interests and views of stakeholders
Our employees represent a key group of stakeholders whose views and interests are
systematically integrated into ROCA INDUSTRY’s strategy and business-model processes.
Through our due-diligence processes, we periodically collect and analyse employee feedback
via surveys, performance assessments, thematic meetings, and formal reporting mechanisms.
The outcomes of these analyses are used to identify human-capital-related risks and
opportunities, which may influence decisions on investment priorities, operational structures,
professional-development initiatives, and internal policies.
Employee input may result in adjustments to key elements of the business model, such as the
organisation of activities, work processes, or the resources allocated to occupational health and
safety and professional training. In this context, during the 2025 financial year, ROCA
INDUSTRY continued to integrate employee interests into strategic planning, focusing on
ensuring occupational health and safety, improving working conditions, and promoting
professional development through training programmes. This approach aims not only to prevent
unwanted incidents, but also to promote a healthy work-life balance, enabling employees to
perform their duties effectively. At the same time, the Group complies with national and
European legislation on workforce management, and its operational practices prevent any form
of forced labour or child labour. Progress and results achieved through these actions are
periodically assessed and transparently reported in annual reports.
To manage significant workforce-related impacts, employee interests are embedded in business
strategies across ROCA INDUSTRY and its subsidiaries through continuous dialogue and
engagement.
Employee interests are incorporated into ROCA INDUSTRY's business strategy through actions
such as:
• Regular consultation processes, including monthly meetings between management and
employees at both Group and subsidiary level;
• The involvement of each employee in recurring discussions on performance and career
development, aimed at aligning individual objectives with organisational goals. Assessments
are conducted annually or whenever necessary, depending on the context.
At subsidiary level, specific initiatives are in place to better understand the interests and
perspectives of employees.
BICO promotes an organisational culture based on collaboration, feedback sessions, training,
220
and professional development. The company ensures that employee interests and perspectives
are aligned with overall company objectives, contributing to the creation of a balanced and
productive working environment by implementing conclusions derived from feedback sessions
and daily collaboration within the company.
VELTADOORS conducts regular consultations, employee surveys, activities within occupational
health and safety committees, and professional-development programmes. Consultations take
place whenever circumstances require, and both employees and management representatives
initiate discussions for clarification and alignment, ensuring a shared understanding of the
context and identified needs.
ELECTROPLAST leverages transparent meetings and discussions organised whenever
necessary, documenting and analysing the topics addressed. The information collected is used
to generate optimisation ideas in areas such as workflow organisation, the integration and
support of new employees, data reporting systems, leave planning, and solutions for minor and
recurring technical issues.
EVOLOR periodically collects employee opinions through open discussions, semi-structured
interviews, and standardised questionnaires used in organisational culture and climate analyses.
The resulting information contributes to identifying employee needs and expectations and is,
where appropriate, also analysed within meetings of the Occupational Health and Safety
Committee. During these meetings, committee members and employee representatives also put
forward observations and proposals, ensuring a participatory approach and balanced
representation of employee interests in decisions affecting the working environment.
Discussions with employees take place whenever necessary, with both employees and
management representatives initiating dialogue to ensure a shared understanding of context
and identified needs.
DIAL annually collects and analyses employee feedback from each department and ensures that
employee interests and needs are integrated into strategic decision-making. All employees
benefit from a formal annual performance-evaluation process, during which objectives, levels of
achievement, and development opportunities are discussed. This approach contributes to the
continuous improvement of employee satisfaction, increased engagement in internal processes,
and the early identification of development needs.
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business model
The actual and potential impacts on the own workforce, as well as the risks and opportunities
identified through the double materiality assessment, are closely linked to ROCA INDUSTRY’s
business model and have contributed to the adaptation of the business strategy. These findings
also informed the development of the sustainability strategic directions in 2025, providing the
basis for defining an action plan focused on improving employees’ working conditions.
221
The material risks and opportunities arising from impacts on and dependencies related to the
workforce are embedded in the Holding's strategy and business model and rolled out across all
subsidiaries. The information presented covers all categories of individuals within the own
workforce who may be significantly affected by the company’s operations.
As also reflected in job descriptions, workforce-related risks and opportunities may vary
depending on the location of operations, the type of activity performed (operational or
administrative), and the level of exposure to risk factors. Certain employees are subject to higher
occupational health and safety risks, particularly those operating heavy machinery or working
with hazardous substances. This group includes direct employees, independent contractors, and
personnel engaged through third parties, mainly involved in operational activities. Significant
negative impacts are classified into two categories:
• Widespread or systemic impacts, such as risks related to child labour or forced labour in
certain non-EU countries or regions;
• Isolated occupational incidents, such as industrial accidents or fuel leaks, which may result
in employee exposure to toxic substances, inhalation of flammable vapours, or contact with
hazardous materials.
To describe the main employee groups that are or may be negatively affected, risks associated
with operational activities were analysed, including the operation of machinery with moving
parts and exposure to hazardous working environments (such as air contaminated with
particulate matter). Such risks are more prevalent in the construction-materials industry, where
production processes involve the use of hazardous substances or heavy machinery. Accordingly,
workforce safety is prioritised through the implementation of rigorous and continuous protective
measures. Risk assessments are conducted based on the criteria set out in the Code of Conduct,
internal rules applicable to each subsidiary, and occupational health and safety (OHS)
procedures, which include exposure assessments, identification of non-compliant situations,
incident analysis, and periodic monitoring of working conditions.
Certain workforce-related risks and opportunities affect specific employee groups rather than
the entire workforce, such as staff retention and technical skill development. To address these
aspects, tailored training programmes are provided to all members of the own workforce,
including employees involved in specialised technical activities. In addition, the transition
towards more sustainable operations may, over time, require workforce reskilling and the
adaptation of competencies.
The impacts, risks, and opportunities associated with the own workforce were identified and
assessed as part of the double materiality assessment carried out in 2024. This process included
an internal workshop, a series of interviews with top management, consultation of external
stakeholders, and a review of relevant literature sources. In 2025, the internal team reviewed
the double materiality analysis and confirmed that the identified topics remain valid for ROCA
INDUSTRY. The results are summarised in the table included in ESRS 2 SBM-3 – Material
Impacts, Risks and Opportunities and their interaction with the strategy and business model,
starting on page 147.
222
S1-1 – Policies related to own workforce
All ROCA INDUSTRY subsidiaries are committed to preventing discrimination and promoting
social inclusion. In 2025, ROCA INDUSTRY developed an ESG Policy that sets out the principles
and expectations governing the management of relations with its own workforce. The policy
covers occupational health and safety, working conditions, diversity, professional development,
equal opportunities, and fair remuneration for all Group employees. establishes standards and
processes applicable to all subsidiaries, aimed at risk prevention, equal treatment and access to
development opportunities. The policy was approved by the Board of Directors on 25 February
2026, will enter into force during the same year, and will apply to all ROCA INDUSTRY
subsidiaries. It is supported by a governance framework involving the Board of Directors, the
executive team and ESG responsible functions in monitoring implementation and outcomes.
The Group implements specific measures across the following areas: health and safety
(including ISO 45001 systems, audits, and prevention plans), fair remuneration and working
conditions in compliance with national and European legislation, skills development through
training and professional-development programmes, and the promotion of diversity and
inclusion in recruitment, evaluation, and promotion processes. All Group subsidiaries annually
report relevant social indicators – such as accident rates, absenteeism, the share of women in
management, and average training hours per employee – in accordance with ESRS S1 KPI
requirements.
Fundamental human-rights principles are embedded in approved internal documents, such as
ROCA INDUSTRY’s Internal Regulations or those of the subsidiaries, the subsidiaries’ Collective
Labour Agreements, and other related documents. These documents have been validated by
the subsidiaries’ Boards of Directors, representing the highest level of institutional approval. The
Group’s subsidiaries hold the following ISO certifications: ISO 9001, ISO 14001, and ISO 45001
for BICO INDUSTRIES, EVOLOR, ELECTROPLAST, and VELTADOORS, and ISO 9001 for DIAL
(which was undergoing ISO 14001 certification in 2025).
Compliance with ISO 45001 and ISO 9001 requirements demonstrates ROCA INDUSTRY’s
commitment to ensuring safe working conditions and protecting employee rights. This
commitment is further reinforced through individual employment contracts, which include
provisions on the respect of human rights. In addition, ROCA INDUSTRY actively engages with
employees to maintain open dialogue and to identify potential issues related to employee rights.
At subsidiary level, policies and actions related to human rights include the following:
BICO has adopted anti-bribery and anti-modern-slavery policies aimed at reducing
discrimination risks and ensuring a safe and fair working environment, while also creating
opportunities for employee development and retention. BICO intends to develop workforce-
specific policies in the first half of 2026. In this context, the company commits to respecting
human rights and fundamental labour rights in line with the UN Guiding Principles, the ILO
Declaration, and the OECD Guidelines. BICO promotes ongoing dialogue with employees,
monitors compliance with these standards through internal mechanisms, and ensures the
223
prompt implementation of corrective measures where human-rights impacts are identified.
DIAL annually implements operational measures and practices to manage significant workforce-
related impacts, risks, and opportunities, in accordance with its internal policy and procedural
framework. While certain objectives may require a longer timeframe for full achievement, the
company remains committed to optimising key areas such as occupational health and safety,
professional development, talent retention, and working-conditions improvement. Through this
approach, DIAL seeks to strengthen a safe and adequate working environment that supports
operational performance and workforce-related risk management.
EVOLOR respects and protects human rights, including employee rights, through policies
aligned with international standards, namely the UN Guiding Principles on Business and Human
Rights, the ILO Declaration on Fundamental Principles and Rights at Work, and the OECD
Guidelines for Multinational Enterprises. Within EVOLOR, overall responsibility for the
implementation of these policies rests with the General Manager, who periodically receives
consolidated information from department heads regarding developments, identified risks, and
measures taken. EVOLOR has established:
Occupational Health and Safety (OSH) Policy – is aimed at ensuring a safe and healthy working
environment for all employees. It includes accident-prevention measures, emergency-
management protocols, and continuous training on workplace safety.
Human Resources and Employee Wellbeing Policy – establishes the principles for ensuring an
inclusive and respectful working environment that promotes employee well-being. Particular
emphasis is placed on work-life balance, mental-health programmes, and support for
professional development.
Code of Ethics and Conduct - addresses ethical behaviour, non-discrimination, and respect for
employee rights. The Code of Ethics promotes a work environment free from discrimination,
harassment, or abuse and ensures transparency and accountability throughout the company’s
activities.
Sustainability (ESG) policy – covers the company’s commitments related to its social, economic,
and environmental impacts, including its own workforce practices.
Anti-discrimination and anti-harassment policy – strictly prohibits any form of discrimination or
harassment based on criteria such as gender, race, religion, ethnic origin, sexual orientation,
disability, age, or similar characteristics. The policy promotes fair treatment for all employees
and emphasises zero tolerance for behaviours that infringe these principles.
Equal Opportunities Policy – ensures that all decisions related to recruitment, promotion,
training, and compensation are based on merit, competence, and performance, without any form
of bias. The policy ensures that every employee has equal access to opportunities for
professional development and career advancement.
Diversity and inclusion policy - promotes a working environment that values and respects
224
individual differences, thereby contributing to innovation and organisational success. It includes
initiatives aimed at attracting and retaining a diverse workforce and ensuring that all employees
feel included and valued.
"Risk hunting / near miss" procedure – r epresents a structured process for identifying and
assessing risks, unsafe conditions, and deficiencies in prevention and protection measures. Its
purpose is to prevent accidents, improve working conditions, and protect the environment. An
internal instruction governs the reporting, analysis, and monitoring of such situations, clearly
defining the responsibilities of employees and management in risk management.
ELECTROPLAST manages significant impacts on its workforce through a dedicated set of
internal policies. These policies are documented and implemented through broader
organisational instruments, such as the Internal Regulations, the Guide on Combating Gender-
Based Harassment and Psychological Harassment in the Workplace, the Code of Ethics, the
Training Guide, and the Training Procedure.
Diversity and Inclusion Policy – this policy sets out the principles through which the organisation
promotes equal treatment, the prevention of discrimination, and the creation of an inclusive
working environment.
Professional Development and Training Policy – this policy provides the framework through
which employees can develop their technical skills by means of training programmes, training
sessions, and periodic evaluations. Its purpose is to ensure an adaptable workforce and to
support individual professional growth.
Occupational Health and Safety Policy – this policy describes the measures through which the
organisation prevents accidents and occupational risks, including periodic assessments of
workplace-specific risks, monitoring of employees’ health status, implementation of
occupational health and safety instructions, and the performance of internal controls. It ensures
the application of both legal and internal standards to create a safe, compliant, and prevention-
oriented working environment.
Fair Remuneration and Benefits Policy – this policy establishes the principles of a transparent
and equitable remuneration system, based on performance, results, and employee contribution.
It includes periodic salary reviews and adjustments in line with market conditions, as well as the
provision of additional benefits (such as medical subscriptions, meal vouchers, and bonuses).
The policy promotes transparency in performance evaluation, promotion processes, and the
allocation of rewards.
Employee Engagement and Communication Policy – this policy describes the processes through
which the organisation maintains structured dialogue with employees and their representatives.
It includes regular feedback sessions, meetings dedicated to communicating organisational
changes, and performance-recognition initiatives. The objective is to actively involve employees
in internal processes, facilitate participation in decision-making, and strengthen a climate of trust
and transparency.
225
ELECTROPLAST's social and employment policies explicitly address gender identity, religion,
age, and economic status, as well as forms of discrimination regulated under European Union
requirements and national legislation, such as racism and gender equality. At present, the
company does not have specific inclusion commitments or affirmative actions, targeting groups
identified as particularly vulnerable within its own workforce; however, the principles of non-
discrimination and fair treatment apply to all employees.
S1-2 – Processes for engaging with own workers and workers’ representatives about impacts
We take our employees’ views into account in decision-making processes and in improving the
working environment by organising regular meetings and by providing dedicated channels
through which employees can freely communicate their concerns, suggestions, and proposals.
This approach facilitates the integration of employee perspectives into operational and strategic
decisions, contributing to the effective management of current and potential impacts on our
workforce. Employee engagement is carried out through direct (face-to-face) interactions,
feedback sessions via dedicated channels, and recurring consultations, organised whenever
necessary. The effectiveness of these mechanisms is assessed through direct discussions with
employees, leading to continuous adjustments and improvements in processes.
ROCA INDUSTRY takes into consideration the views and needs of all individuals within its own
workforce, paying particular attention to those who may be exposed to a risk of marginalisation
(such as migrants and persons with disabilities). To address their specific needs and prevent
any form of discrimination, the Group implements targeted interventions through the Human
Resources and Occupational Health and Safety (OHS) teams, provides periodic training on non-
discriminatory behaviour, and monitors situations reported through internal registers. These
instruments contribute to the creation of a safe, fair, and inclusive working environment for all
individuals within the organisation.
Examples of processes for engagement with the own workforce and worker representatives at
subsidiary level include:
DIAL supports inclusion through a set of dedicated measures, including anti-discrimination
training, dedicated consultations, social-support policies, reskilling opportunities, and
psychological support. These initiatives contribute to the creation of a fair working environment
for all employees.
VELTADOORS has implemented a range of measures to promote inclusion and understanding
of diversity, including awareness-raising training, employee surveys, targeted feedback
sessions, and focus groups involving members of vulnerable groups, aimed at identifying the
challenges they face. In addition, the company conducts recurring consultations with employees
and dialogue sessions to optimise operational workflows, encouraging active participation and
collaboration in decision-making processes.
ELECTROPLAST monitors potential risks related to discrimination or marginalisation through
226
regular employee consultations, the collection of recurring feedback, and open dialogue
regarding improvements to operational workflows and working conditions.
EVOLOR promotes active collaboration with employees through open discussions, interviews,
and organisational-climate questionnaires, continuously integrating employee views and needs
into management processes. Communication takes place through multiple channels – direct,
indirect, and anonymous – and employee representatives actively participate in social dialogue
and meetings of the Occupational Health and Safety Committee. In 2025, EVOLOR conducted
a democratic process for the election of employee representatives, strengthened formal
consultation processes, and integrated the conclusions into internal actions, including in the
negotiation of the new Collective Labour Agreement. The effectiveness of collaboration is
assessed based on the frequency of dialogue, the level of employee engagement, and tangible
outcomes such as updates to occupational health and safety and emergency procedures,
implementation of the “risk hunting / near
-
miss” procedure, and monthly internal communication
through newsletters. Responsibility for the implementation and monitoring of these processes
lies with the Human Resources Department, the OHS Manager, as well as managers and
department heads, who ensure that employee feedback is analysed and translated into
operational decisions. At strategic level, the General Manager validates collaboration-related
directions and internal policies and ensures the integration of outcomes into the company’s
strategy.
BICO integrates performance evaluation into employment contracts through key performance
indicators (KPIs), regular feedback, and monthly productivity reviews. The CEO coordinates
cross-departmental collaboration and alignment with company objectives. In addition, the
company organises meetings and focus groups to understand the perspectives of vulnerable
employees and collaborates with external organisations to develop inclusive policies.
Engagement processes between ROCA INDUSTRY, its own workforce, and workers’
representatives are grounded in the provisions of the Code of Conduct and the Collective Labour
Agreement, which establish principles of open dialogue, consultation, and mutual respect.
Engagement takes place at all relevant stages of activity, whenever employees consider it
necessary, through direct contact with their representatives, relevant managers, or Human
Resources teams. The frequency of these interactions is flexible and needs-based, depending
on issues identified by employees and the operational context, and generally takes place on an
ad-hoc basis. Coordination responsibility rests with management functions of each subsidiary
level, with HR departments playing a key supporting role in facilitating ongoing dialogue and
the timely handling of concerns raised by workers.
S1-3 – Processes to remediate negative impacts and channels for own workers to raise
concerns
ROCA INDUSTRY conducts its activities in accordance with the principles of fairness, honesty,
and integrity, ensuring compliance with applicable laws and regulations. In situations where the
227
company generates or contributes to a significant negative impact on its own workforce,
whether related to working conditions, occupational health and safety, equal opportunities and
treatment for all employees, or confidentiality, corrective measures are implemented, including:
• Registration and classification of the complaint;
• Case analysis by the human resources and occupational health and safety functions, with
the involvement of management and employee representatives / ohs committee;
• Definition and implementation of corrective and preventive measures;
• Verification of effectiveness through monitoring recurrence and closure indicators.
Across the Group, reporting channels include discussions with the department manager, direct
reporting to the Human Resources and Occupational Health and Safety functions, raising
concerns with employee representatives, participation in OHS Committee meetings, and the use
of internal anonymous channels (where implemented at subsidiary level). Although ROCA
INDUSTRY does not currently operate a centralised grievance‑management mechanism, all
concerns are monitored by Human Resources teams, which provide solutions and support for
resolving reported situations, while ensuring confidentiality and fairness throughout the
process. At present, ROCA INDUSTRY does not make use of third‑party reporting mechanisms.
If such a tool were to be implemented in the future, relevant information would be communicated
to employees. Employees have access to dedicated channels for raising concerns, including
face‑to‑face meetings and internal mechanisms established at subsidiary level. The availability
of these channels is supported during onboarding, through dedicated intranet sections, periodic
training and awareness‑raising sessions, and collaboration with employee representatives.
Examples of practices at subsidiary level:
BICO assesses employees’ awareness of and confidence in its remediation structures and
processes through focus‑group sessions and individual meetings. In addition, BICO monitors the
use of these mechanisms, although no cases have been recorded to date. A dedicated email
address has been established for submitting complaints, suggestions, or observations, with
guarantees regarding confidentiality and the protection of employees using this channel,
thereby contributing to the strengthening of an organisational culture based on responsibility. A
designated person is assigned to review each submission, initiate the necessary investigations,
and propose corrective measures where required. The company also periodically reviews the
effectiveness of this reporting mechanism to ensure that employees feel heard and protected,
and that identified issues are addressed in a transparent and equitable way.
EVOLOR applies procedures for identifying and remediating negative impacts affecting
employees. Concerns are analysed confidentially by the Human Resources Department and the
OHS Manager, in collaboration with department managers; depending on the situation,
corrective measures, training actions, or process reviews are implemented to prevent
recurrence. Employees may raise concerns, notifications, or proposals through the following
channels: directly to Human Resources or the OHS Manager, via direct supervisors or
department managers, through employee representatives, during OHS Committee meetings, or
anonymously through internal channels and organisational culture and climate questionnaires.
228
For prevention purposes, the company applies the “risk hunting / near
‑
miss” procedure,
organises periodic training sessions, and communicates monthly through the “Momentul lunii”
newsletter (En. “Moment of the Month”). All concerns are handled with confidentiality, fairness,
and transparency, and solutions are validated and communicated by Human Resources and
OHS functions. The effectiveness of measures is assessed through trend monitoring, recurring
feedback, and review of the outcomes of corrective actions implemented.
VELTADOORS, DIAL, ELECTROPLAST address remediation of impacts through dedicated
meetings organised whenever an issue related to employee well‑being is reported. Notifications
are received by the responsible Human Resources representative, analysed, and forwarded to
the management team for assessment. Based on this process, appropriate measures are
identified to mitigate impacts and prevent recurrence.
The companies monitor reported concerns through internal registers at subsidiary level
(classified by type of issue, date, status, measures taken, and deadlines), periodic analyses or,
where issues arise, through trend analysis and reporting to management and the OHS
Committee. The effectiveness of channels is assessed based on response and timely‑closure
rates, reduction in recurrence, and the engagement of concerned users (employees and
representatives).
Subsidiaries apply a non‑discrimination policy and strictly prohibit retaliation against individuals
who raise concerns in good faith, including employee representatives. Information on protection
against retaliation is communicated during onboarding and through internal materials. See also
ESRS G1‑1 for further details regarding the anti‑retaliation policy.
S1-4 – Taking action on material impacts on own workforce, and approaches to mitigating
material risks and pursuing material opportunities related to own workforce, and
effectiveness of those actions
ROCA INDUSTRY adopts measures to manage significant impacts on its own workforce, to
mitigate identified risks, and to leverage relevant opportunities. In this context, the Group
implements initiatives covering the key areas set out in ESRS S1, including working conditions,
equal treatment, opportunities for all employees, and data protection. In 2025, measures
initiated in 2024 were continued, such as promoting work-life balance, ensuring adequate
remuneration, implementing occupational health and safety programmes, mentoring, coaching,
professional training, and performance evaluation.
Ongoing actions include ensuring occupational health and safety through management systems
and periodic audits, maintaining working conditions and remuneration in line with applicable
legislation, developing competencies through training programmes, and promoting diversity and
inclusion in recruitment, evaluation, and promotion processes. The Group annually collects and
reports relevant social indicators—such as accident rates, absenteeism, the share of women in
management roles, and training hours per employee—in accordance with ESRS S1
requirements, enabling the assessment of the effectiveness of the actions implemented.
229
These activities are coordinated at Group level through a governance framework involving the
Board of Directors, the executive team, and ESG responsible persons within each subsidiary.
ROCA INDUSTRY continues its process of progressive alignment with ESRS standards, in line
with the action plan established at the end of 2025.
At subsidiary level, the following actions were carried out in 2025:
BICO initiated plans to manage occupational health and safety (OHS) risks and to develop
additional policies, continuously monitoring their effectiveness through feedback and periodic
evaluations. Where tensions arise between commercial objectives and impact‑prevention
measures, the company prioritises actions that aim to protect workforce and seeks balanced
solutions, while allocating dedicated resources for training and safety. In parallel, BICO
implements anti‑bribery and anti‑modern‑slavery policies, reducing operational risks and
ensuring a safe and fair working environment, maintains ongoing dialogue with employees
through internal mechanisms, and adopts corrective measures whenever potential human‑rights
impacts are identified. In addition, the company integrates relevant KPIs into employment
contracts, conducts periodic feedback evaluations and monthly productivity reviews, organises
focus groups dedicated to vulnerable employees, and collaborates with external organisations
to develop inclusive and fair policies. These actions are complemented by dedicated OHS
risk‑management plans, including the allocation of necessary resources for employee training
and the continuous improvement of workplace safety conditions.
DIAL implements annual continuous‑improvement measures related to workforce‑impact
policies, including risk assessments and the identification of development opportunities,
complemented by anti‑discrimination training, dedicated consultation sessions, social‑support
programmes, reskilling initiatives, and access to psychological support services for employees.
EVOLOR maintains a structured and preventive approach to workforce‑related impacts and
risks, focused on safety, compliance, and professional development. Periodic assessments of
organisational climate and OHS risks are conducted, alongside thematic training sessions and
internal awareness campaigns. The effectiveness of actions is monitored through indicators
related to retention, satisfaction, engagement, and incident reduction. Results are integrated
into ESG, HR, and OHS‑Emergency plans and are used to continuously adjust internal policies.
ELECTROPLAST operates a coherent set of dedicated policies covering professional
development and training, occupational health and safety (including risk assessments and
health monitoring), fair remuneration and benefits, and employee engagement and
communication. These policies support the responsible management of employee relations and
contribute both to the prevention or mitigation of potential negative impacts and to the
generation of positive outcomes for the workforce. They are complemented by dedicated
guidelines and procedures – such as the Guide on Combating Gender-Based Harassment and
professional‑training documentation – ensuring clear and accessible processes for all
employees. In addition, the company conducts periodic employee consultations, collects
recurrent feedback, and promotes open dialogue to identify and address risks related to working
conditions, as well as to leverage opportunities for the continuous improvement of the working
230
environment and operational workflows.
VELTADOORS developed, in 2025, an action plan including measures dedicated to improving
working conditions and employee engagement. The plan includes the development of training
programmes and well‑being initiatives aimed at increasing employee retention and satisfaction,
maintaining active collaboration through open, direct, indirect, and anonymous communication
channels supported by a monthly newsletter, as well as periodic team consultations for recurring
feedback collection and the optimisation of operational workflows. In addition, the company is
analysing the possibility of introducing private medical insurance starting in 2027 and has
implemented a welcome kit for new employees as part of the onboarding process.
S1-5 – Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
During 2025, ROCA INDUSTRY has set objectives aligned with the reporting requirements
defined in ESRS 2 MDR-T for managing significant impacts, risks, and opportunities related to
its own workforce at Group level, including:
• Reduction of occupational injury indicators;
• Training of all employees in occupational health and safety, prevention, and health;
• Increasing employee retention and satisfaction through the development of training
programmes and well‑being initiatives;
• Periodic consultations and recurring feedback collection aimed at optimising operational
workflows and improving working conditions.
The ESG strategic directions developed in 2025 and approved by the Board of Directors on 24
March 2026 constitute the framework within which targets related to the company’s own
workforce were established at subsidiary level. At the time of their developme nt, these
objectives were defined without a unified and formalised methodology, having an indicative
nature and reflecting the Group’s priorities. Starting with 2026, ROCA INDUSTRY plans to
develop a structured methodology for setting, monitoring and reviewing targets related to its
own workforce, with a view to progressively aligning with ESRS requirements and reporting
best practices.
BICO:
• Maintaining 100% of employees receiving regular performance and career‑development
evaluations;
• Developing professional training programmes with a 60% participation rate;
• Increasing the annual training participation rate by 10% per year;
• Formal integration of a workforce‑related risk and opportunity register into the company’s
general risk register by the end of 2028;
231
• Maintaining an LTIFR indicator
14
below 1 and ensuring a minimum of 18 hours of training
per employee per year;
• Maintaining regular factory visits for direct employee communication, monitoring and
recording of findings, and establishing action plans based on collected information;
• Developing employee‑satisfaction questionnaires (in 2025 only commercial aspects were
addressed);
• Providing private medical subscriptions for administrative and technical staff.
DIAL:
• Developing an OHS risk matrix to be integrated into the general risk matrix within the next
three years;
• Developing a prevention policy by the end of 2026;
• Establishing a structured process for identifying employee needs (2026), e.g. feedback
collection and surveys;
• Ensuring a minimum of 5 training hours per employee per year;
• Reducing LTIFR below 1.5;
• Increasing the share of women in the organisation by +1 percentage point annually;
• Conducting a social audit (preparation during 2026 and completion by June 2027);
• Delivering coaching activities (Microsoft‑supported programmes in the commercial area) by
the end of 2026;
• Implementing private medical benefits (medical subscriptions) by 2030;
• Maintaining an employee‑retention rate of 95.7%.
EVOLOR:
• 100% participation in OHS training;
• Monitoring safety indicators (LTIFR);
• Reducing by 20% the number of work‑related accidents requiring medical leave within the
next 12 months;
• Reducing LTIFR below 1 and ensuring a minimum of 20 training hours per employee per year;
• Conducting regular OHS risk assessments;
• Performing a pay‑gap analysis by 2026 to ensure fairness and job security;
• Increasing the average employee‑well‑being score by 5% (based on evaluation indicators)
in the next financial year;
• Revising and adjusting at least three HR practices based on employee feedback;
• Performing annual reviews of diversity and inclusion policies and implementing at least one
adjustment action per year over a three‑year period;
• Demonstrating a 25% improvement in digital‑skills scores for key employees (measured
through internal assessments) over the next five years;
• Reducing absenteeism or maintaining the current level;
• Providing private medical subscriptions.
14
LTIFR - Lost Time Injury Frequency Rate
232
VELTADOORS:
• Starting in 2026, measuring the employee engagement score, monitoring the number of
reported incidents, average training hours, and LTIFR;
• At least 70% of employees to complete annual diversity and inclusion awareness training,
achieving an average satisfaction/understanding score above 80% in post‑training evaluations;
• Organisational culture: achieving an engagement level of 15% and maintaining a
staff‑turnover rate of 13% in 2026 and 11% in 2027;
• Professional development: at least 30% of employees to complete a minimum of 20 training
hours per year, and 20% of open roles to be filled through internal promotion by the end of
2028;
• By the end of 2027, launching two new wellness programmes, with a target participation
rate of 30%.
ELECTROPLAST:
• Monitoring the average number of training hours per employee (FTE);
• 100% of employees trained and monitoring of safety indicators;
• Maintaining LTIFR below 1;
• By the end of Q4 2026, ensuring each employee receives a minimum of 20 training hours
per year;
• Periodic prevention and protection training sessions organised monthly, quarterly, and every
six months;
• Maintaining the frequency of employee‑well‑being sessions;
• Collecting employee feedback and implementing action plans;
• Maintaining weekly sessions at operator level;
• Resuming employee‑satisfaction surveys;
• Maintaining referral‑based bonuses for new hires;
• Continuing training programmes for newly hired unskilled employees.
S1-6 – Characteristics of the undertaking’s employees
The following table provides a detailed overview of the structure of ROCA INDUSTRY’s own
workforce, classified by gender, company, and country. For the purposes of the indicators
presented below, both employees of the Group’s subsidiaries and employees of ROCA
INDUSTRY HOLDINGROCK1 S.A. have been taken into account. The information is reported as
of the reference date of 31 December 2025, based on records maintained in the internal human
resources systems.
The number of employees includes all employed persons, regardless of contract type (temporary
or permanent), registered as of 31 December 2025.
The geographical distribution of employees reflects the Group’s operational presence in
Romania, the Republic of Moldova, Lithuania, and Bulgaria, depending on the locations of the
233
production units. For reporting consistency and considering that the information is not material
to be presented separately, the EVOLOR employee registered in Bulgaria is reported together
with employees based in Romania. This employee operates in the marketing and sales area,
with a focus on the Bulgarian market.
Gender distribution is based on employees’ self‑identification, in accordance with official
records. During the reporting period, no cases were recorded of employees identifying under a
different gender category or not declaring their gender.
Types of employment contracts:
• Permanent (open‑ended) contracts: contracts without a predefined end date, remaining
valid until termination by either party;
• Temporary (fixed-term) contracts: contracts with a fixed duration;
• Contracts with non-guaranteed hours: refer to hourly‑paid employees; no such contracts
were reported at ROCA INDUSTRY level..
Employee head count by gender
Gender
Total
Female
387
Male
643
Other
0
Not reported
0
Total Employees
1,030
Employee head count by country
Country
Total
Romania
783*
Republic of Moldova
224
Lithuania
23
Total Employees
1,030
*includes one employee located in Bulgaria
The following table illustrates the total number of employees across the categories below,
providing a breakdown by gender, including permanent employees, temporary employees, and
employees with non‑guaranteed working hours.
Employee head count by contract type broken down by gender - ROCA INDUSTRY
234
Reporting period [01.01.2025 – 31.12.2025]
FEMALE
MALE
OTHER*
NOT DISCLOSED
TOTAL
Number of employees
387
643
0
0
1,030
Number of permanent employees
380
619
0
0
999
Number of temporary employees
7
24
0
0
31
Number of non-guaranteed employees
0
0
0
0
0
Number of full-time employees
382
636
0
0
1,018
Number of part-time employees
5
7
0
0
12
*Gender as specified by the employees themselves.
A total of 340 of our employees left ROCA INDUSTRY during the reporting period, resulting in
an employee turnover rate of 33.01%. A significant share of these departures concerned
employees of BICO Industries in Vaslui, in the context of operational optimisation decisions. The
termination of employment relationships was managed in accordance with the applicable legal
framework and the company’s internal procedures.
The employee turnover rate was calculated by dividing the number of employees who left the
company in 2025 by the average number of employees during the same year, with the result
multiplied by 100 to express the turnover rate as a percentage.
S1-7 – Characteristics of non-employee workers in the undertaking’s own workforce
ROCA INDUSTRY and its subsidiaries do not have any non-employee workers in their own
workforce.
S1-8 – Collective bargaining coverage and social dialogue
Coverage by collective labour agreements (CLA) is calculated based on the number of employees
benefiting from such agreements as of the end of 2025. Collective labour agreements are
concluded between employers and employees or their representative organisations/groups and
establish employment terms and conditions, as well as the rights and obligations of the parties.
The data presented are extracted from the internal human resources systems.
Social dialogue is supported through the involvement of worker representatives, including those
designated for occupational health and safety (OHS), as well as employee representatives,
where applicable, based on reporting provided by the human resources teams of each
235
subsidiary.
Total percentage of employees covered by collective bargaining agreements
Total - ROCA INDUSTRY
Romania (EEA)
Republic of Moldova (non-EEA)
Lithuania (EEA)
63.30%**
83.27%*
No collective bargaining
agreements
No collective bargaining
agreements
*includes one employee located in Bulgaria
**excludes collective labour agreements for employees of ROCA INDUSTRY HOLDINGROCK1 S.A. and
ELECTROPLAST. Only 32% of BICO employees are covered by a collective labour agreement
Total percentage of employees covered by workers' representatives
ROCA INDUSTRY total
Romania (EEA)
Republic of Moldova (non-EEA)
Lithuania (EEA)
75.63%**
99.49%*
No employees covered by
workers' representatives
No employees covered by
workers' representatives
*includes one employee located in Bulgaria
** excludes employee representation for ROCA INDUSTRY HOLDINGROCK1 S.A.. Only 32% of BICO employees
are covered by worker representatives
Collective bargaining coverage
Social dialogue
Coverage Rate
Employees – EEA
(for countries with >50
employees representing
>10% of total employees
Employees – Non-EEA
(estimate for regions with
>50 employees representing
>10% of total employees)
Workplace representation
(EEA only)
(for countries with >50
employees representing
>10% of all employees)
0-19%
Republic of Moldova
20-39%
40-59%
60-79%
80-100%
Romania*
Romania
*includes one employee located in Bulgaria
S1-9 – Diversity metrics
At ROCA INDUSTRY, we highly value the contributions of our employees, both within the
company and across the wider community.
We are committed to promoting a diverse and inclusive workplace, recognising this as a key
factor for our success. Our recruitment practices aim to leverage and respect the unique
contributions of each team member. No incidents of discrimination were reported at Holding
level in 2025.
236
EVOLOR has reviewed its internal regulations and established procedures to maintain a working
environment free from discrimination and harassment.
BICO is committed to promoting a respectful organisational culture and actively encourages the
prevention and resolution of any incidents of discrimination.
VELTADOORS focuses on internal promotion and skill development, fostering an environment
built on mutual respect and acceptance.
ELECTROPLAST emphasises the critical role of diversity in driving innovation and improving the
working environment. The company prioritises the acceptance and appreciation of differences
in order to cultivate an inclusive and forward‑looking organisational culture.
Gender and age distribution (number and percentage) at top management level
Employee head count
%
Age
< 30
0
0%
30 - 50
15
55.56%
> 50
12
44.44%
Gender
Female
11
40.74%
Male
16
59.26%
Diversity
0
0%
Total
27
100%
Distribution of employees by age group (number and percentage) at ROCA INDUSTRY level
Number
%
Age
< 30
82
7.96%
30 - 50
567
55.05%
> 50
381
36.99%
Total
1,030
100%
Top management level: CEO, CFO and selected executive director.
Data on age distribution are calculated based on the number of employees as of 31 December
2025, as recorded in the Human Resources systems.
S1-10 – Adequate wages
At ROCA INDUSTRY, we provide fair and competitive remuneration, aligned with market trends.
Salaries and benefits are periodically reviewed to reflect developments in the labour market and
237
to ensure the fairness and attractiveness of remuneration packages. All salaries and benefits
granted are at least at the level of the statutory national minimum wage. For employees not
covered by a collective labour agreement, we closely monitor market‑based salary
developments and adjust compensation levels accordingly. The remuneration framework and
human‑resources guidelines ensure fair pay, irrespective of race, gender, ethnicity, or sexual
orientation.
Country
Percentage of employees earning
below the reference level
Percentage of employees receiving
an adequate salary
Romania*
0%
100%
Republic of Moldova
0%
100%
Lithuania
0%
100%
*includes one employee located in Bulgaria
S1-11 – Social protection
ROCA INDUSTRY employees benefit from social protection in accordance with applicable
national legislation and the provisions of the relevant Collective Labour Agreement. This
includes benefit packages and support measures in the event of income loss due to illness,
unemployment, work‑related accidents, parental leave, or retirement. During the reporting
period, no additional social‑protection measures beyond those provided under the applicable
legal framework were implemented.
Major life events
Romania
Republic of Moldova
Lithuania
Social protection in case of illness
All employees benefit from social protection in case of major
events
Unemployment
Work-related accidents and acquired disabilities
Parental leave
Retirement
S1-12 – Persons with disabilities
At ROCA INDUSTRY, six employees with disabilities were reported, of whom four are women and
two are men.
238
Gender
Number of employees with disabilities
%
Female
4
0.19%
Male
2
0.39%
Diversity
0
0%
TOTAL
6
0.58%
S1-13 – Training and skills development metrics
We recognise that employee professional development is essential to the organisation’s
long‑term success. In a dynamic and competitive market, continuous investment in the training
and development of our teams is crucial to maintaining our competitive advantage. At ROCA
INDUSTRY, we provide tailored training and development programmes, adapted to the specific
needs of each department and employee. These programmes include practical on‑the‑job
training and theoretical courses designed to deepen knowledge and competencies.
Examples of initiatives at subsidiary level:
EVOLOR places strong emphasis on internal training programmes aimed at enhancing or
specialising the professional skills of already qualified employees. These programmes focus on
developing new competencies within the same qualification or providing additional skills in
related fields.
BICO organises rotational training sessions aligned with the company’s objectives and
strategies. Depending on specific strategies and objectives, these training programmes range
from a few hours per day to more comprehensive, extended formats.
DIAL and VELTADOORS plan to implement, during 2026, a more structured process for
identifying employee training needs through periodic staff assessments, in order to ensure
effective professional development aligned with job requirements.
ELECTROPLAST implements an annual training plan, established at department level, which
includes training topics and the number of hours/participants. Particular emphasis is placed on
One Point Lessons, aimed at optimising workplace performance. New employees benefit from
sequential training and mentoring provided by experienced operators during the onboarding
period. In addition, periodic training sessions on prevention and protection activities are organised
on a monthly, quarterly, and semi‑annual basis.
Training and skills development indicators - ROCA INDUSTRY
Employees that participated in regular performance and career development reviews
Gender
Number
%
239
Male
356
34.56%
Female
242
23.50%
Diversity
0
0%
Total
598
58.06%
Employees that participated in training and skills development activities (as applicable)
Gender
Number
%
Number of training hours
Male
207
20.10%
7,520
Female
104
10.10%
2,198
Diversity
0
0%
0
Total
311
30.19%
9,718
S1-14 – Health and Safety Indicators
At ROCA INDUSTRY, we are committed to improving occupational health and safety measures
with the objective of minimising accidents and maintaining our “zero‑accidents” policy. We
comply with applicable national occupational health and safety legislation and fully assume
responsibility for ensuring the safest possible working environment for all our employees.
ROCA INDUSTRY
Employees
Number
%
Percentage of people in own workforce who are covered by the undertaking's
health and safety management system*
1,030
100%
Number of fatalities as a result of accidents at work and occupational diseases
0
-
Number and rate of work-related accidents that can be recorded
9
4.85%
Number of cases of occupational health problems that can be registered
0
-
Number of days lost due to work-related accidents and deaths
554
-
* The recordable work-related injury rate was calculated by relating recorded work-related incidents to the total
number of hours worked and expressing the result per one million hours worked, in accordance with the ESRS
AR89 methodology. A total of 1,854,000 hours worked were considered for the reporting period, calculated based
on the employee headcount and the annual working schedule.
S1-15 – Work-life balance metrics
The table below presents the percentage of employees entitled to family‑related leave, the
percentage of eligible employees who took family‑related leave, and a gender‑based breakdown.
240
ROCA INDUSTRY - total
Gender
Percentage of employees entitled to take
family-related leave
Percentage of entitled employees that took
family-related leave
Number
%
Number
%
Male
643
62.43%
24
3.73%
Female
387
37.57%
19
4.91%
Diversity
0
0%
0
0%
Total
1,030
100%
43
4.17%
Employees are entitled to be absent from work in unforeseen situations arising from family
emergencies, such as illness or accidents affecting a family member, when their presence is
required. Such absences must be communicated to the employer in due time, and any recovery
of working time is carried out in accordance with internal procedures. The types of events and
the number of leave days are established by labour legislation, the applicable collective labour
agreement, or internal regulations, in line with labour‑law provisions.
S1-16 – Remuneration metrics (pay gap and total remuneration)
We analysed pay differences between women and men at ROCA INDUSTRY level, defined as
the difference between the average remuneration of female and male employees, expressed as
a percentage of the average remuneration of male employees, without taking into account
country, responsibilities, or professional experience.
We also calculated the ratio between the annual total remuneration of the highest‑paid individual
and the median annual total remuneration of all employees (excluding the highest‑paid
individual). The information is presented in the table below, broken down by subsidiary.
Gender pay gap
ROCA INDUSTRY
HOLDINROCK1
ELECTROPLAST
DIAL
VELTADOORS
EVOLOR
BICO
Gender pay gap
1.03
- 70.5
34.09
- 14.02
10.53
5,53
Ratio of highest
annual total
remuneration to
median annual
total remuneration
2.39
6.28
5.79
4.62
8.60
5,35
Estimates of annual remuneration were based on data from individual employment contracts,
using the highest salary and the median salary (not the average) from the reporting month.
S1-17 – Incidents, complaints and severe human rights impacts
No incidents of discrimination or harassment were reported, and no complaints were submitted
through employee grievance channels related to human‑rights concerns.
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Number
Total number of incidents of discrimination, including harassment
0
Number of complaints filed through channels for people in the undertaking’s own
workforce to raise concerns
0
Total amount of fines, penalties, and compensation for damages as a result of the
incidents and complaints
0
Remedial actions
0
Number
Number of severe human rights incidents connected to the undertaking’s workforce
0
including an indication of how many of these are cases of non-respect of the UN
Guiding Principles on Business and Human Rights, ILO Declaration on Fundamental
Principles and Rights at Work or OECD Guidelines for Multinational Enterprises
0
Total amount of fines, penalties and compensation for damages for incidents
0
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Workers in the value chain
ESRS S2
ESRS 2 SBM-2 Interests and views of stakeholders
ROCA INDUSTRY collaborates with a diversified network of value‑chain partners, including
suppliers of raw materials, equipment, and packaging, transport companies, and retail
distributors that deliver our products to end users. We are committed to maintaining business
relationships based on ethics and transparency, while also promoting sustainable and
responsible practices throughout the supply chain.
We acknowledge the role we play in working with suppliers and in supporting the well‑being of
workers across the value chain. Accordingly, we assess how our strategy may create, contribute
to, or mitigate significant impacts on human rights and labour conditions by establishing clear
collaboration conditions and ESG criteria that promote respect for fundamental rights and fair
labour standards. At present, the degree to which these criteria are integrated varies across
subsidiaries, depending on sector‑specific characteristics and the maturity of management
systems.
Stakeholder interests are integrated into the strategy through the establishment of minimum
requirements for supplier collaboration. These requirements focus on compliance with
occupational health and safety standards, human rights, labour legislation (including the
prevention of forced labour and child labour), business ethics, and legal compliance. Their
implementation is supported through risk‑based due diligence processes tailored to value‑chain
risks and through alignment with customer and investor expectations regarding ESG
compliance. At Holding level, the strategic directions defined in 2025 and approved by the Board
of Directors on 24 March 2026, once implemented across the subsidiaries, aim to ensure a
coherent approach among subsidiaries, without standardising processes where operational
differences exist. Supplier feedback has contributed to clarifying ESG expectations, customer
requirements have strengthened traceability obligations, and risk assessments have led to the
prioritisation of European suppliers that have already implemented robust controls.
The Group integrates stakeholder perspectives through direct interactions with suppliers and
customers, which are used to clarify ESG requirements and identify operational constraints.
Ongoing due diligence assessments and document reviews conducted at Group level focus on
compliance with human rights, labour standards, and legal requirements. At Holding level,
periodic reviews support the harmonisation of approaches across subsidiaries and the
adjustment of strategic priorities based on recurring observations from the value chain.
Worth highlighting is ELECTROPLAST, which collaborates primarily with European suppliers
that place a strong emphasis on sustainability‑related practices. In most cases, these suppliers
hold relevant certifications – such as ISO 45001 for occupational health and safety or
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responsible management standards – are subject to regular inspections by European authorities,
and comply with EU legislation on forced labour, child labour, and decent working conditions. In
the copper industry, certain geographical regions present a significantly higher risk of child
labour and forced labour, particularly within supply chains; similar risks exist in the aluminium
industry. Raw‑material suppliers in these categories (copper and aluminium) assess their own
partners against environmental‑standards and reputational‑risk criteria, including checks for
potential legal issues or conflicts in which they may be involved, thereby ensuring compliance
with the ethical and sustainability standards assumed. These companies maintain a Supplier
Code of Conduct.
ROCA INDUSTRY defines sustainability strategic directions, a principles framework, and
minimum ESG expectations applicable to all subsidiaries. The subsidiaries, in turn, operationalise
these criteria and due diligence processes based on their sector‑specific context and the
maturity of their management systems, while periodically reporting on progress and issues
raised by stakeholders.
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business mode
Workers in the value chain represent a key group of stakeholders affected by our activities;
therefore, their interests, views, and rights have a significant influence on our business model.
Potential impacts include risks related to working conditions, occupational health and safety,
forced labour, or child labour, particularly in the copper and aluminium industries. These impacts,
risks, and opportunities associated with the value‑chain workforce were identified and assessed
as part of the double materiality assessment conducted in 2024 and were internally reconfirmed
in 2025.
Impacts related to working conditions, health and safety, respect for fundamental rights, and
potential risks of forced labour or child labour are linked both to our sourcing model and to
operational pressures. Current and anticipated effects on the strategy include the adaptation of
procurement criteria to integrate labour‑rights and human‑rights considerations, as well as
potential portfolio adjustments in relation to suppliers assessed as higher risk.
For S2 reporting, the scope includes workers in production facilities who are not part of the
company’s own workforce, upstream workers, and, where relevant, downstream workers. At
present, impacts arise predominantly from business relationships, while the estimation of
financial effects relates to potential supply disruptions, remediation costs, and price variations
associated with compliance requirements.
The results are summarised in the table included in ESRS 2 SBM-3 – Material Impacts, Risks
and Opportunities and their interaction with the strategy and business model, starting from
page 147.
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S2-1 – Policies related to value chain workers
In 2025, there was no Group‑level policy in place specifically addressing value‑chain workers.
With the exception of third‑party services, for which standard contractual terms are established
through the procurement process, no specific requirements had been defined to address or
protect the interests of employees of raw‑material and materials suppliers or of customer
companies. At the same time, in order to support an open culture for reporting irregularities, the
Procedure on the Protection of Whistleblowers in the Public Interest is particularly relevant for
value‑chain workers, as it provides them with the possibility to report any potential breaches of
rights or applicable legislation. These criteria address environmental responsibility, social
aspects, and governance, thereby contributing to the strengthening of a sustainable and
ethically compliant supply chain.
EVOLOR integrates the protection of value‑chain workers through its Code of Ethics and
Sustainability Strategy, with the aim of ensuring an ethical and safe working environment and
preventing risks such as forced labour and human trafficking. EVOLOR’s sustainability strategy,
based on SWOT and PESTLE analyses, includes the assessment of social and economic impacts
on value‑chain workers and promotes cooperation with responsible suppliers in line with ethical
standards.
Given the shared interest with suppliers regarding issues related to the rights of value‑chain
workers, in 2025 the Group developed an ESG‑based questionnaire for supplier evaluation and
selection. This questionnaire is included as an annex to the Group Operational Policy and is
scheduled to be implemented across Group entities starting in 2026. The ESG supplier
assessment covers environmental aspects, including ISO 14001 certification, the existence of
an emissions‑reduction plan, and approved waste‑management procedures; social aspects,
including ISO 45001 certification, active occupational health and safety policies, compliance
with legislation on wages and working time, the prevention of child labour and forced labour –
both for employees and across the supply chain – as well as the promotion of fair working
conditions and diversity; governance aspects, which assess the existence of a Code of Conduct,
an anti‑corruption policy, and a whistleblowing mechanism for reporting irregularities and
protecting whistleblowers.
In the 2025 financial year, ROCA INDUSTRY developed an ESG Policy, which was subsequently
approved by the Board of Directors on 25 February 2026. The policy includes a dedicated
section containing provisions that directly address value chain workers. With regard to value
chain workers, the policy requires the implementation of policies and due diligence measures
aimed at preventing exploitation, forced labour, child labour and any form of discrimination, as
well as promoting ethical and responsible employment practices. It provides for the assessment
of suppliers based on ESG criteria, with a focus on occupational health and safety, decent
working conditions, and respect for fundamental rights, as well as the inclusion of contractual
clauses prohibiting forced labour and discrimination. The policy also establishes the
development of corrective action plans, periodic monitoring in line with the Supplier ESG
Evaluation Procedure, and the promotion of long‑term partnerships with suppliers that
demonstrate compliance and strong social performance.
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The implementation of this policy will be supported by a governance framework involving the
Board of Directors, the executive management team, and ESG responsible functions across the
Group. The policy will be implemented across all Group subsidiaries starting in 2026.
The ESG strategic directions defined at Group level in 2025, approved by the Board of Directors
on 24 March 2026 (and implemented across the companies starting in 2026), include objectives
aimed at safeguarding the rights of supply chain workers and promoting fair working conditions,
in line with applicable legal requirements and relevant international standards.
S2-2 – Processes for engaging with value chain workers about impacts
At present, ROCA INDUSTRY does not have formal processes in place for involving value‑chain
workers in impact‑assessment activities.
Although EVOLOR does not currently operate formalised mechanisms for collaboration with
value‑chain workers, the company’s Code of Ethics establishes ethical requirements for
cooperation with suppliers, supported by due‑diligence procedures and periodic monitoring of
supplier compliance. These mechanisms are focused on supplier assessment and oversight;
however, they do not yet constitute consultation or engagement processes involving affected
workers. In addition, EVOLOR’s Sustainability Strategy provides for the audit of 30% of
suppliers against ESG criteria by 2030, representing a concrete step toward strengthening
responsibility within the supply chain and progressing toward future alignment with
international human‑rights requirements.
S2-3 – Processes to remediate negative impacts and channels for value chain workers to
raise concerns
Across ROCA INDUSTRY, no general remediation processes or plans have yet been adopted,
nor are there dedicated reporting channels specifically designed to address concerns raised by
value‑chain workers.
At subsidiary level, channels are available for submitting concerns through contact forms and
telephone numbers published on the subsidiaries’ websites, as well as through social‑media
channels. Starting with 2026, in addition to the existing channels and in accordance with the
provisions of the commercial policy, each subsidiary will establish a dedicated email address
(e.g. reclamatii@companie.ro) for handling commercial complaints. These email addresses may
also be used to raise relevant concerns related to labour relations within the value chain.
Submissions will be acknowledged through an automated confirmation of receipt, including a
ticket number.
Furthermore, the Group has implemented the Procedure on the Protection of Whistleblowers in
the Public Interest, which defines secure and accessible mechanisms for reporting concerns. The
document is published on the ROCA INDUSTRY website and describes the means through
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which situations that may affect human rights, or other sensitive matters can be reported.
Additional information is provided in ESRS G1 – Business Conduct.
S2-4 – Taking action on material impacts on value chain workers, and approaches to
managing material risks and pursuing material opportunities related to value chain
workers, and effectiveness of those action
In 2025, ROCA INDUSTRY defined Group‑wide strategic directions that include actions
dedicated to protecting supply‑chain workers. These actions focus on improving safety and
working conditions, as well as on developing operational skills. At the same time, the strategy
addresses value‑chain risk management, the implementation of social audit and risk‑assessment
mechanisms, the prioritisation of local and responsible suppliers, and the introduction of a
supplier‑evaluation process based on ESG criteria.
Based on these common strategic directions, all subsidiaries – BICO, DIAL, ELECTROPLAST,
EVOLOR, and VELTADOORS – aim, by the end of 2026, to develop a harmonised supplier
evaluation process, implement a Supplier Code of Conduct, and conduct mapping and
assessment of supply‑chain risks, including the identification of priority areas for intervention.
The Group has also committed, from 2026 onwards, to conducting social audits, accompanied
where necessary by corrective action plans, and to provide training and support for suppliers,
with the aim of strengthening ESG practices across the value chain.
S2-5 – Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
During 2025, at strategic level, ROCA INDUSTRY defined a set of targets applicable to all
subsidiaries, which were approved by the Board of Directors on 24 March 2026. These targets
address the management of material impacts, risks and opportunities related to value chain
workers and are intended to be implemented across the companies starting with 2026.
They include the distribution and analysis of questionnaires addressed to key suppliers, the
implementation of a grievance mechanism accessible to all suppliers, and the development of a
supply‑chain risk matrix. The Group’s targets are established through an internal consultation
process involving employees, subsidiary management teams and, where relevant, external
experts, ensuring a participatory approach to target setting and progress monitoring.
Based on this framework, all subsidiaries aim to implement supplier‑assessment questionnaires
for a portion of their supplier base, with specific coverage targets varying between 10–15% for
DIAL and VELTADOORS, 15% for BICO, 20% for EVOLOR, and 50% for ELECTROPLAST. In
addition, BICO, DIAL, EVOLOR, and VELTADOORS aim to develop a supply‑chain risk matrix
based on data collected through the questionnaires distributed by the end of 2026. Regarding
high‑risk suppliers, BICO and DIAL intend to conduct audits for 40% and 60%, respectively, of
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such suppliers. DIAL has an additional objective to provide training and capacity‑building
sessions to 60% of high‑risk suppliers. VELTADOORS has two further specific targets: the
inclusion of social clauses in 80% of supplier contracts and ensuring access to ESG‑related
training for 60% of its suppliers. For the purposes of this report, “procurement contracts with
suppliers” refer to contracts concluded for the purchase of goods and services from supply‑chain
suppliers that are relevant from an ESG impact, risk, and opportunity perspective, excluding
other types of commercial or internal contracts.
At the time of definition, targets related to value chain workers were set without a unified and
formalised methodology, having an indicative character and reflecting the Group’s priorities at
that stage. From 2026 onwards, ROCA INDUSTRY plans to develop a structured methodology
for setting and monitoring targets related to this topic, with a view to progressively aligning with
ESRS requirements.
.
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Affected communities
ESRS S3
ESRS 2 SBM-2 Interests and views of stakeholders
ROCA INDUSTRY, together with each of its subsidiaries, systematically considers its
relationship with communities located near the production facilities, with the aim of identifying
and managing any actual or potential impacts arising from operations. While our activities
generate employment opportunities and support local economic development, we consistently
pay close attention to preventing and mitigating any potential disturbances affecting
neighbouring communities, including vulnerable groups. Community engagement and
transparent communication therefore represent key elements of how we understand our
responsibility toward these stakeholders.
The interests, views, and rights of local communities have a significant influence on our business
model. These aspects are assessed through periodic consultations with residents or competent
authorities, dedicated grievance channels, and ad hoc local communications. The feedback
received is analysed at operational level and, where relevant, integrated into targeted
adjustments related to local works or projects, recorded in the risk register, embedded in
decision‑making processes, and reflected in the updating of actions and targets at both Group
and subsidiary level.
Across the Holding, ROCA INDUSTRY seeks, where possible, to recruit employees from local
communities and to develop partnerships with local suppliers. This approach delivers direct
operational benefits: it improves internal efficiency (shorter onboarding and adaptation times),
facilitates cultural integration of teams (employees familiar with local norms and expectations),
supports alignment with local market salary levels, and contributes to reducing transportation
and accommodation costs for mobile staff. In parallel, collaboration with local suppliers shortens
delivery times and increases supply predictability. Our production units comply with local and
national regulations to protect employees, contractors, residents, and the environment, and are
subject to strict controls by local authorities or international regulatory bodies.
At subsidiary level, numerous examples of good practices were maintained or initiated in 2025:
BICO promotes social responsibility and sustainable development by recruiting locally, offering
salaries aligned with the wage levels in the regions where ROCA INDUSTRY operates, and
collaborating with local suppliers. As a founding member of the “Comunitatea noastră”
association (En. “Our Community”), the company supports various initiatives aimed at social,
educational, and economic development.
ELECTROPLAST assumes responsibility toward communities located near its production
facilities by adopting concrete measures to reduce social and environmental impacts.
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Communities located near the factory are most exposed to impacts such as noise, wastewater
and soil management, increased road traffic, and health and safety risks. To address these risks,
the company implements measures including continuous noise‑level monitoring at the site
boundary, equipment upgrades to reduce noise emissions, and water‑quality monitoring.
VELTADOORS engages with local communities by recruiting personnel from the surrounding
area, working with local suppliers for essential services, and organising internship programmes
for students in vocational education, including young people with special educational needs.
These practices address community interests related to employment, access to local services,
and youth skills development, while feedback received from authorities and educational
institutions supports the continuation of these initiatives and their adaptation to local needs.
At EVOLOR, the recruitment strategy combines a focus on local communities with the
operational needs of the business. Recruitment is primarily carried out in the areas where the
company operates – Mihăești, Râmnicu Vâlcea, and nearby localities within a radius of
approximately 15 km – with 63% of employees recruited from these areas and 71% residing in
Vâlcea County. This approach contributes to regional economic development, reduces impacts
related to daily commuting, and strengthens long‑term relationships with the local community.
At the same time, to cover specialised skills and operational requirements, the company recruits
specialists from other counties and integrates international labour, promoting diversity,
inclusion, and a balanced approach between local social impact and organisational
sustainability.
In its human resources planning, DIAL integrates local labour‑market considerations with
operational requirements, prioritising recruitment from Hârșova and nearby communities,
particularly for operational roles with ongoing demand. The company operates a “direct line”
CV‑submission system that allows local candidates to submit applications on an ongoing basis,
supporting the development of a talent pool aligned with production needs. Community
feedback and the availability of the local workforce influence these practices, including team
structure: approximately 20% of the commercial team is recruited locally, while the remaining
members are distributed across the geographical areas they serve. These elements demonstrate
how community perspectives and local labour‑market dynamics are incorporated into decisions
related to the operating model and workforce planning.
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business model
The industrial activities carried out by ROCA INDUSTRY companies give rise to both actual and
potential impacts on local communities. Potential negative impacts include air and water
pollution, increased ambient noise, and possible social reactions (including protests) related to
environmental effects. At the same time, actual positive impacts include job creation, support
for local economic development, and engagement in social initiatives. In line with applicable legal
requirements and internal standards, the Group implements robust compliance and verification
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processes to ensure the protection of employees, contractors, nearby communities, and the
environment. In response to the identified impacts, ESG strategic directions were defined in late
2025, setting out an action plan focused on strengthening engagement with affected
communities and addressing the impacts identified. These were approved by the Board of
Directors on 24 March 2026 and will subsequently be implemented at subsidiary level
thereafter.
ROCA INDUSTRY acknowledges that certain industrial activities may give rise to concerns
within local communities. Accordingly, Group companies maintain ongoing dialogue and
engagement mechanisms with potentially affected communities and systematically collect
relevant information, views, and feedback. This information is used to support the identification,
assessment, and management of actual and potential impacts on external stakeholders.
The actual and potential impacts on affected communities, as well as the actual and potential
risks and opportunities identified through the double materiality assessment, are presented in
the table included in ESRS 2 SBM-3 – Material impacts, risks and opportunities and their
interaction with strategy and business model, starting on page 147.
S3-1 – Policies related to affected communities
In the 2025 financial year, ROCA INDUSTRY developed an ESG Policy that includes
commitments related to the responsible management of relationships with local communities
near its operations and the prevention of negative social and economic impacts. Through this
policy, the Group aims to identify and manage actual or potential impacts on local communities,
in particular those located near production facilities, by complying with the applicable legal
framework and applying appropriate operational practices. ROCA INDUSTRY integrates
principles of local social responsibility into the conduct of its activities and maintains functional
relationships with communities situated close to its operations. The Group’s approach includes
consideration of potential social and environmental impacts, targeted engagement with local
authorities, NGOs, and educational institutions, as well as the use of communication and
grievance‑handling mechanisms.
The policy was approved on 25 February 2026 and will subsequently be implemented by all
companies within the Group. Its implementation will be supported by a governance framework
involving the Board of Directors, the executive team and the ESG lead.
Across ROCA INDUSTRY and its subsidiaries, impacts on affected communities are also
managed through the Code of Ethics and Professional Conduct currently in force. This Code was
finalised and approved at Group level in October 2025 and is scheduled to be implemented
across ROCA INDUSTRY subsidiaries in the first quarter of 2026. For further details, please refer
to ESRS G1 – Business Conduct.
The ESG strategic directions defined at Group level in 2025 include objectives related to local
social responsibility, the maintenance of constructive relationships with communities, and the
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reduction of reputational risks associated with industrial operations. These strategic directions
support the implementation of actions tailored to the specific context of each subsidiary,
depending on local conditions and operational profiles.
S3-2 – Processes for engaging with affected communities about impacts
Within ROCA INDUSTRY, there is currently no standardised process for the systematic
involvement of affected communities in impact assessment. However, consultations take place
as part of environmental permitting procedures, through public hearings open to all community
members, whose observations are considered in final decisions. Community members may
participate in public hearings during regulatory authorisation processes regardless of gender,
age, or other characteristics, and all comments are considered within the authorisation
decision‑making process. Public channels are also available through which communities can
submit concerns or requests, including contact forms on company websites, publicly available
email addresses, and dedicated telephone numbers listed in the “Contact” sections. Messages
received through these channels are registered and internally routed to the relevant teams –
such as communication, operations, and occupational health and safety (OHS) – for review and
response.
BICO maintains an active relationship with local communities near its operations by engaging
directly in projects that address needs identified through dialogue with local authorities,
community representatives, and social organisations. The company promotes partnerships with
local suppliers, as reflected in contracts concluded with service providers operating in the areas
where it conducts its activities. For example, BICO has contracts with local suppliers for
maintenance services in Vaslui and procurement‑related services at its Piatra Neamț site. The
preference for local partners is driven by the nature of the activities (frequent on‑site presence)
and by operational efficiency, including reduced response times and optimised costs (transport
or accommodation). Engagement is also carried out through sponsorships and social
partnerships, which represent tangible forms of support for the development of affected or
vulnerable communities (such as families impacted by natural disasters, children, and elderly
persons) and integrate these perspectives into company projects, including:
− Sponsorship of students' participation in robotics competitions
− Donations to hospitals and clinics (medical equipment, construction materials)
− Support for the rehabilitation of homes affected by flooding
− Contributions to places of worship with a community role.
These initiatives reflect BICO’s commitment to contributing to the resilience and sustainable
development of the communities in which it operates.
At EVOLOR, the climate risk management procedure includes mechanisms for consultation and
cooperation with communities affected by environmental risks, ensuring an inclusive and
responsible approach to addressing the needs and safety of these groups.
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For ELECTROPLAST, the measures implemented to date have contributed to maintaining a
positive relationship with neighbouring communities. No notifications or complaints regarding
community impacts have been recorded, and the company remains committed to complying
with the applicable legal framework and respecting the right of communities to engage in an
appropriate environment.
VELTADOORS engages with the local community through dialogue with authorities and
educational institutions in Reghin, particularly in the context of internship programmes for
students in vocational education. During the 2025–2026 academic year, 21 students – including
students with special educational needs – are participating in these internships, allowing the
company to gain direct insight into the educational and social needs of the community. In
addition, collaboration with local service providers, such as occupational health and safety (OHS)
and occupational medicine services, facilitates the transmission of community expectations
related to workplace safety, working conditions, and access to preventive and health services.
This information is used primarily at operational level to adjust prevention measures, training
programmes, and internal health and safety practices, without involving separate formal
collection mechanisms or distinct strategic decision‑making processes.
At DIAL, engagement with the community is carried out through regular dialogue with local
authorities and organisations, as well as through public participation in authorisation
procedures, where observations are reviewed and integrated into relevant decisions. Messages
received through these channels – namely via the contact form on the website, the company’s
public email addresses, and the contact details provided for public relations – are internally
redirected to the relevant functions depending on the nature of the request, for review and
resolution. In addition, cooperation with local suppliers and involvement in social and
educational initiatives contribute to a better understanding of community needs and to
supporting local development.
S3-3 – Processes to remediate negative impacts and channels for affected communities to
raise concerns
Across ROCA INDUSTRY, there is currently no formalised process for the remediation of
negative impacts on affected communities. However, public communication channels are
available on an ongoing basis, enabling communities to raise concerns or submit notifications.
In addition, the commercial and marketing policies, updated in 2025, provide for the
development of a dedicated complaints‑handling process and the establishment of specific
channels for managing notifications received from consumers.
At present, affected communities may express their concerns through the following channels:
− Contact forms available on the websites of each portfolio company (permanent, publicly
accessible channels), through which concerns related to environmental issues, health,
safety, traffic, noise, quality of life, and similar matters may be submitted;
− Dedicated telephone numbers published on company websites, enabling the prompt
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reporting of issues or incidents observed near operational sites;
− Public email addresses for notifications, listed on company websites.
These channels are clearly communicated via the “Contact” pages of the portfolio companies.
BICO maintains open communication channels through the email address published on its
website and through local representatives of its production facilities, enabling communities to
raise concerns or submit notifications. Engagement with relevant communities takes place
through direct dialogue during periodic meetings facilitated by the Chamber of Commerce and
Industry, as well as through consultations with local partners aimed at identifying appropriate
solutions for the issues raised. Although no formal remediation process is currently in place, the
company treats all reported matters with due consideration and seeks to resolve them in
cooperation with local authorities and stakeholders. BICO also encourages its partners to
promote the existing communication channels – such as the website email address and the
contact details of local facility representatives – within the communities.
EVOLOR has implemented processes to mitigate negative impacts on communities and
provides channels through which concerns may be raised. The management team and the
communication department work with local communities to identify appropriate solutions, while
the effectiveness of the measures adopted is periodically monitored and assessed. EVOLOR
engages with local communities through meetings with local authorities and public institutions,
as well as ad‑hoc consultations with civic groups on specific topics. Public channels for
submitting community feedback are in place, ensuring transparency of the process. The
effectiveness of measures is reviewed periodically, and processes are revised annually to adapt
dialogue channels and indicators to the type of notifications received and the local context.
For ELECTROPLAST, no negative impacts on communities have been identified to date. Any
notifications may be submitted at any time via the contact form available on the company’s
website.
VELTADOORS provides communication channels for communities through the contact details
published on its website and through ongoing dialogue with authorities and educational
institutions in Reghin, including in the context of internship programmes. Notifications received
are managed by the relevant internal teams, and the company is currently exploring options to
formalise a dedicated process for managing community‑related complaints.
S3-4 – Taking action on material impacts on affected communities, and approaches to
managing material risks and pursuing material opportunities related to affected
communities, and effectiveness of those actions
ROCA INDUSTRY adopts measures to manage significant impacts on affected communities, to
mitigate identified risks, and to leverage relevant opportunities. In this context, the Group
implements initiatives covering the key areas addressed by ESRS S3.
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At the end of 2025, the Group defined a set of actions applicable across all subsidiaries, aimed
at strengthening relationships with local communities and ensuring the responsible
management of social impacts. These actions include prioritising local recruitment where skills
are available, organising internships and educational programmes for pupils, students, and
junior candidates, as well as engaging in targeted cooperation with local NGOs and participating
in social initiatives relevant to the operational areas. In this context, during 2025, certain Group
subsidiaries (ELECTROPLAST and BICO) implemented sponsorship and material support
actions focused on supporting education, culture, health, and social inclusion at local level. These
actions included both financial contributions and in‑kind donations provided to non‑profit
organisations and educational institutions, with a particular focus on supporting young people,
vulnerable persons, and communities affected by exceptional situations. The initiatives were
implemented at subsidiary level, based on locally identified needs, and are consistent with the
Group’s overall approach to local social responsibility and partnership with communities. In
addition, subsidiaries maintained interactions with representatives of local communities – such
as local authorities, educational institutions, and non‑profit organisations – to identify existing
needs and appropriately calibrate interventions.
At present, affected communities have access to public communication channels through which
they can raise concerns related to environmental issues, health, safety, or quality of life. These
channels are publicly available on the Group’s website, in the Co ntact section:
https://rocaindustry.ro/contact
The Group subsidiaries recognise the importance of integrating the interests of affected
communities into the strategy and business model, while complying with applicable legal
requirements and environmental regulations.
They also seek to identify and leverage opportunities that may generate benefits for
communities, such as educational partnerships, social projects, and local development
initiatives. Risks and opportunities are integrated into existing management systems, and the
effectiveness of the measures implemented is monitored and adjusted based on results
achieved and feedback received.
BICO carries out consistent community‑engagement actions, contributing to social, educational,
and economic development in the areas where it operates. DIAL, ELECTROPLAST, and
EVOLOR focus primarily on supporting and directly engaging in community initiatives and social
development activities.
VELTADOORS complements these approaches through dedicated investments in youth
vocational training, offering mandatory internships for students in vocational education,
including individualised support for students with special educational needs, and providing daily
meals during the internship period. In addition, the company invests in community projects
within the areas of education, health, and infrastructure and reports transparently on the social
impact generated.
As a result, all subsidiaries contribute to the Group’s objectives related to community
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development, in line with the principles set out in ESRS S3.
S3-5 – Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
During 2025, ROCA INDUSTRY established objectives aligned with the reporting requirements
set out in ESRS 2 MDR‑T for managing significant impacts, risks, and opportunities related to
affected communities. At the time of definition, objectives related to affected communities were
set in a non‑uniform manner and were not supported by a formal methodological framework,
having a predominantly indicative role and reflecting the Group’s priorities at that time. From
2026 onwards, ROCA INDUSTRY intends to develop a structured methodology for defining,
monitoring and updating targets related to affected communities, with a view to progressively
aligning with ESRS requirements.
At Group level, a range of initiatives on responsible engagement with local communities were
initiated. These include recruitment based on local hiring and diversity and inclusion principles,
the organisation of recurring community consultation sessions, and the expansion of volunteer
projects.
Within each subsidiary, additional actions adapted to the specific operational context of each
company were defined to address potential risks affecting local communities, in alignment with
the strategic directions established at Group level. These actions are being implemented
progressively over the short‑ and medium‑term, depending on the nature of activities and the
risks identified. At this stage, associated objectives are not monitored through standardised
quantitative indicators at Group level, but rather through existing qualitative and operational
mechanisms, such as analysis of feedback arising from dialogue with local authorities and
communities, compliance with permitting conditions, and periodic internal assessments of
compliance and operational impacts. Comparability between subsidiaries is ensured at the level
of principles, while the potential introduction of common indicators and a harmonised
methodology will be assessed at a later stage.
At subsidiary level, the following can be noted:
BICO aims for 80% local hiring, the organisation of at least two community consultation sessions
per year by the end of 2027, increased involvement in educational programmes, the
development of an internship programme, and expanded support for NGOs, anti‑poverty
projects, and initiatives dedicated to NEET youth.
DIAL pursues similar directions, focusing on local recruitment, support for NGOs and
anti‑poverty programmes, recurring community consultations, a 10% increase in educational
programmes, and the development of an internship programme.
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ELECTROPLAST targets a minimum of 80% local recruitment, support for NGOs, partnerships
with technical universities for internships, and the sponsorship of educational activities financed
from corporate income tax.
EVOLOR aligns its objectives with the Group framework, with a focus on local recruitment,
support for NGOs and anti‑poverty projects, involvement in educational programmes,
development of an internship programme, and the organisation of community consultation
sessions.
VELTADOORS pursues local recruitment based on diversity and inclusion principles, support for
NGOs and anti‑poverty projects, the organisation of two community consultation sessions per
year starting with 2026, a 10% increase in educational programmes, the development of an
internship programme, and engagement in social projects.
As a result, all subsidiaries contribute to a common community‑responsibility framework,
adapted to the specific context of each location.
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Consumers and end-users
ESRS S4
ESRS 2 SBM-2 Interests and views of stakeholders
Consumers and end-users represent an important stakeholder group for ROCA INDUSTRY.
The current and potential impact on consumers and end-users derives from our strategy and
business model and, at the same time, underpins their continuous adaptation. Pricing policy
decisions influence the affordability of products for various customer segments, while the
commitment to product and service quality and safety has a direct effect on user satisfaction
and well‑being. The selection and management of distribution channels, including DIY retail
networks and specialized distributors, determine product availability, purchasing experience,
and pre‑ and post‑sales support.
Consumer feedback is continuously collected through multiple interaction channels, including
DIY networks, subsidiaries’ digital channels, contact forms, sales teams, and surveys. In
accordance with the operational policy, feedback is differentiated between notifications
(comments or suggestions) and complaints (expressions of dissatisfaction that require
resolution). All information is centralized and periodically analysed by commercial, quality, and
production teams and is used to support decision‑making related to commercial strategy, R&D
priorities, quality standards, and due diligence initiatives throughout the value chain.
The interests and concerns of consumers and end users (such as product safety, availability,
pricing, and information transparency) are reflected at subsidiary level through complementary
policies and procedures (operational, commercial, and marketing policies) covering the
collection, management, and remediation of complaints, including:
• complaint rate, calculated as (total number of complaints / total number of customer
orders) x 100;
• average response and resolution time (days), calculated as the ratio of the sum of
response or resolution times to the total number of complaints;
• the resolution rate within the deadline, calculated as (number of complaints resolved
within the deadline / total number of complaints) x 100;
• the average cost per complaint (RON), calculated as the ratio between the sum of the
costs associated with the complaints and the total number of complaints.
In addition, to ensure consistent treatment, the commercial and marketing policies include
standard principles and timelines (SLAs) for acknowledgement of receipt, triage, investigation,
communication of decisions, and implementation of remedies, as well as responsibilities and
escalation mechanisms for cases with significant impact or reputational/legal risk.
The maximum acceptable level of complaints is defined at the operational level of each
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subsidiary, proposed by the Chief Operating Officer and subject to approval by the Board of
Directors. This level is used as a performance objective for the Chief Operating Officer and the
Production Manager. Complaint‑handling procedures are periodically updated by the person
designated by the Chief Operating Officer or Commercial Director, to accurately reflect
responsibilities and consumer feedback‑management workflows.
Products manufactured by Group subsidiaries are developed with a focus on safety, quality, and
consumer protection. EVOLOR, VELTADOORS, and BICO contribute to building energy
efficiency and, implicitly, to the reduction of climate impact, while ELECTROPLAST supports the
safety of electrical installations through cables compliant with European standards, tested and
certified for use in varied conditions. DIAL promotes the health and comfort of end users by
using compliant materials, safe finishes, and comprehensive instructions for use and
maintenance. Consumer rights – such as the right to information, choice, and safety – are
embedded in the development, certification, and distribution processes of all companies, both
nationally and internationally.
Feedback received through multiple customer interaction channels, including DIY networks,
digital channels, contact forms, and sales representatives, is used to improve products, services,
and communication. Consumer expectations regarding respect for human rights drive the
strengthening of due diligence processes, the promotion of decent working conditions, and the
assurance of transparency in data protection and access to accurate, complete, and high‑quality
information. These expectations are identified through the analysis of feedback collected from
the same end‑user touchpoints.
Promotional campaigns, both online and in‑store, are designed to transparently communicate
product features and benefits, respecting consumers’ right to accurate information and avoiding
misleading practices. Market trends, such as demand for customized products, digital solutions,
or recycled materials, guide innovation and portfolio updates, ensuring long‑term relevance and
competitiveness.
Through investments in research and development, our subsidiaries aim to deliver
high‑performance, safe, and sustainable products with a reduced carbon footprint and
contributions to energy efficiency. This consumer‑centric approach strengthens trust, reduces
reputational and legal risks, and creates long‑term value for society and shareholders.
All stakeholders may contact us via the ROCA INDUSTRY website or the websites of our
subsidiaries: https://rocaindustry.ro/contact.
ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy
and business model
ROCA INDUSTRY manages the relationship between significant impacts, risks and
opportunities associated with consumers through a continuous process of identification and
evaluation. These factors directly influence the strategy and business model and are integrated
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into decisions regarding the product portfolio, pricing policy, distribution, and communication.
Furthermore, these findings served as the basis for defining the Group’s sustainability strategic
directions in 2025, providing the foundation for the development of a consumer‑ and
end‑user‑oriented action plan.
Sales analytics enable optimisation of the product portfolio by strengthening categories with
increased demand and adjusting those with lower performance. Trends related to design,
sustainability, and purchasing channel preferences (online/offline) are continuously monitored
and integrated into product development and marketing campaigns. To mitigate risks
associated with the availability of raw materials and skills, ROCA INDUSTRY applies measures
such as supplier diversification, long‑term contracts, and validated alternative materials. These
actions support operational resilience and market relevance.
Consumer and end-user typologies include residential customers (DIY) using products for home
renovation and maintenance, professionals (craftspeople, applicators, general contractors) using
the products at commercial scale, and industrial / B2B customers integrating them into their own
projects or processes.
To prevent negative impacts on consumer health, ROCA INDUSTRY continuously assesses the
raw materials and compounds used, particularly within the EVOLOR paint range. The EVOLOR
laboratory optimises formulations to reduce emissions of volatile organic compounds (VOCs),
where relevant, and to eliminate or substitute substances of concern and substances of very
high concern. Products are tested and certified in accordance with applicable regulations and
are marketed exclusively with compliant labelling and complete technical documentation.
Although EVOLOR is predominantly a product supplier, service‑type interactions (contact forms,
social media, post‑sales support) may generate risks related to data protection, discriminatory
communication, or inadequate moderation. Control measures include GDPR‑compliant policies,
data‑minimisation practices, secured access, compliant contracts, and training for involved
personnel.
To support informed consumer decisions, clear labelling and documentation are provided, with
brand‑specific practices. EVOLOR provides labels indicating relevant compounds, application
instructions, optimal usage conditions, drying times, coverage, ventilation recommendations,
and protective equipment requirements, along with references to safety data sheets and
detailed technical documentation. BICO provides labels and technical specification sheets
covering essential technical characteristics, conditions of use, installation/maintenance
instructions, and compatibility or usage limitations. VELTADOORS indicates components,
materials, and information for installation, handling, and maintenance, including warnings
regarding risks of damage or improper use. Key information is included on product labels, while
extended documentation is available on subsidiary websites in a clear and standardised format.
Label and datasheet content is periodically reviewed to ensure alignment with regulations and
best practices, and advertising messages are aligned with this information to avoid
discrepancies and potentially harmful use.
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Children, considered vulnerable users from a health‑impact perspective (e.g. in the case of
water‑based paints), are addressed through a product portfolio that meets strict quality and
safety requirements. For other consumer categories, vulnerability may relate to privacy,
marketing practices, or financial constraints (in the case of economically vulnerable persons).
The portfolio includes both standard and premium product ranges, without compromising
quality or safety. All products comply with applicable technical and safety requirements, and
product design and testing decisions consider the prevention of any potential risks to health,
privacy, or safe use under vulnerable conditions, such as for children or persons in financially
difficult situations. Protective measures include optimised formulations and clear labelling for
products with potential emissions or exposure risks, explicit safe‑use instructions, and simplified
educational materials (pictograms, QR codes, video guides).
Negative impacts are managed through continuous monitoring of product performance on the
market, analysis of complaints and feedback received through DIY networks, digital channels,
and sales teams, as well as ongoing technical compliance checks. Where non‑conformities or
risks are identified, formulations, labels, and instructions for use are updated, and commercial
communication is aligned with technical documentation to prevent misinterpretation. In parallel,
ROCA INDUSTRY works with suppliers, distributors, and value‑chain partners to promptly
investigate and resolve reported issues, ensuring consumer protection and the maintenance of
quality standards.
A significant positive impact is associated with non‑discriminatory consumer access to products
manufactured by ROCA INDUSTRY subsidiaries. These products are available through
distribution networks with national coverage, primarily DIY retail stores, without differences in
access, and are offered in both standard and premium variants.
Significant risks associated with impacts on consumers include safety, quality, and
communication risks, as well as regulatory and reputational risks related to the use of substances
of concern, with potential legal and financial consequences. A material opportunity lies in the
fact that, by selling products through DIY retail networks, ROCA INDUSTRY ensures access to
quality products for a broad segment of the population.
For information on IROs, please refer to the table in the section SBM-3 – Material Impacts, Risks
and Opportunities and their Interaction with the Strategy and Business Model, starting on
page 147.
S4-1 – Policies related to consumers and end-users
At present, ROCA INDUSTRY does not have a separate policy dedicated exclusively to
consumers and end users. However, in the 2025 financial year, the Group developed an ESG
Policy that explicitly integrates aspects related to their protection and rights. The policy was
approved by the Board of Directors on 25 February 2026 and includes commitments on product
safety, accurate and non‑discriminatory information, data protection, and responsible
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communication, and applies to all categories of consumers and end users. The policy is aligned
with relevant international instruments (UN Guiding Principles on Business and Human Rights,
ILO Declaration, OECD Guidelines); commitments related to the respect of human rights and
remediation of non‑compliance are embedded in internal processes (in line with the provisions
of the operational and commercial policies governing complaint‑handling processes and
response SLAs). ROCA INDUSTRY monitors compliance through periodic reviews (labelling,
technical documentation, marketing) and annually reports identified downstream
non‑compliance cases (if any), including the nature of the case, corrective measures, and
remediation status.
The ESG strategic directions defined at Group level in 2025 and approved by the Board of
Directors on 24 March 2026 include objectives dedicated to the protection of consumers and
end users, with a focus on product safety, accurate information, accessibility, and the
responsible handling of complaints. These strategic directions support the implementation of
concrete actions aimed at increasing transparency, improving consumer experience, preventing
risks related to product use, and strengthening consumer‑protection due diligence mechanisms
across the entire value chain.
Once approved, both the ESG Policy and the related strategic directions will subsequently be
communicated to all Group subsidiaries, ensuring a consistent and coherent application of the
principles relating to the protection of consumers and end users.
In addition, aspects related to consumer protection, respect for rights, and due care are
embedded in the Group’s commercial and marketing policies, which include requirements on
accurate information, responsible communication, labelling, and personal data protection.
Respect for human rights is governed by a policy applicable to the entire organization and its
value chain, including specific aspects relevant to consumer protection, such as product safety,
accurate information, and confidentiality. The personal data protection (GDPR) and privacy
policy is implemented across all subsidiary websites, and data processing agreements (DPAs)
are in place with partners (e.g. media agencies, IT providers). ROCA INDUSTRY adheres to a
responsible marketing code that requires transparent, honest, and non‑discriminatory
communication and explicitly avoids inappropriate targeting of children and vulnerable
individuals. Furthermore, the Code of Conduct includes explicit references to human rights
provisions, ensuring consistency across all standards.
S4-2 – Processes for engaging with consumers and end-users about impacts
Direct engagement with consumers is carried out through contact forms, telephone numbers,
and public email addresses available on subsidiary websites, as well as through social media
channels (direct messages and comments), managed by partner agencies that internally
escalate relevant cases. Consumer perspectives are integrated through continuous analysis of
complaints and frequently asked questions, aimed at improving labelling, instructions, and
information campaigns, as well as through market research on trends and preferences. In the
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interest of transparency, technical documentation is published on subsidiary websites.
Engagement is also carried out through legitimate and authorised representatives: ROCA
INDUSTRY uses the B2B2C platforms and workflows of DIY retail networks and retailers, which
centralise consumer notifications and forward them for investigation and resolution. In addition,
the Group’s sales force and distributors collect and mediate end‑user notifications in the field.
Notifications are analysed by the relevant department depending on the nature of the issue –
Commercial, Technical or Quality Assurance, Logistics, Finance, or Service and Warranties –
which registers the case in the system, verifies relevant information, and determines appropriate
measures in accordance with internal procedures. Regarding confidentiality and
non‑discrimination, the Group minimises the data collected, implements appropriate technical
and organisational security measures, and provides clear processes for the exercise of
data‑subject rights. Monitoring and compliance are ensured through periodic reviews of labelling
and manuals, communication campaigns, and data‑processing practices.
At BICO, business partners act as intermediaries between the company and end users,
facilitating the collection of market feedback, and particular attention is given to all requirements
and needs expressed by them. BICO representatives visit partners at least once every two
weeks and submit a weekly activity report that may highlight any negative impacts identified on
the market by final consumers. Complaints and notifications related to quality, quantity, or
environmental aspects are managed in accordance with the Procedure for Handling Complaints
and Notifications, applicable to relationships with customers, product beneficiaries, and other
stakeholders. This framework ensures appropriate analysis and resolution of reported issues,
contributing to end‑user protection and the maintenance of quality standards.
To ensure user health and safety, product formulations are tested in the EVOLOR laboratory
prior to launch in order to verify compliance with quality standards and reduce potential health
risks. ROCA INDUSTRY complies with applicable conformity requirements and holds relevant
certifications, including those for EVOLOR paints and ELECTROPLAST cables. Complete labels
and technical datasheets are provided for EVOLOR, BICO, and VELTADOORS product ranges,
including explicit precautionary warnings and safe‑use instructions.
The Group is committed to strengthening its reporting and stakeholder‑dialogue framework by
developing an accessible grievance mechanism that enables consumers and community
members to raise questions or complaints regarding products or human‑rights impacts. In
addition to the channels already in place (contact forms, telephone numbers and email
addresses published on the subsidiaries’ websites, as well as social media channels), the
Procedure on the Protection of Whistleblowers in the Public Interest establishes secure and
accessible internal reporting channels. The procedure is published on the ROCA INDUSTRY
website under the Regulations and Policies section. For further details, please refer to ESRS G1–
Business Conduct.
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S4-3 – Processes to remediate negative impacts and channels for consumers and end-
users to raise concerns
ROCA INDUSTRY recognises the critical importance of ensuring accessible and effective
channels through which consumers and end users can raise concerns or report negative
impacts. At present, there is no single, standardised mechanism dedicated to the receipt and
handling of complaints from consumers and end users; accordingly, each notification is handled
individually until resolution. The following channels may be used to submit notifications:
• Contact forms on the websites of portfolio companies: each subsidiary within the ROCA
INDUSTRY portfolio maintains a contact form on its official website. These forms are
managed by the Commercial Department and, where applicable, by the Marketing
Department, and may be used to submit various messages, including notifications related to
working conditions, safety, or other relevant aspects.
• Social media channels: ROCA INDUSTRY maintains an active presence on social media
platforms (e.g. Facebook, LinkedIn), which provides an additional communication channel. A
specialised agency manages these channels, monitors comments and direct messages, and
promptly escalates any concerns or complaints to the responsible internal departments.
Notifications received through these channels are forwarded to the relevant departments,
analysed and addressed in accordance with internal procedures, and responses are
communicated directly to the individual who submitted the message. Social media channels
are monitored by the external agency and directed to the Commercial or Marketing functions,
in collaboration with the marketing‑responsible person at Holding management level.
• Through the employees of each company: ROCA INDUSTRY employees, particularly those
in the Procurement, Sustainability, and Sales departments, interact on a regular basis with
partners across the value chain. They are trained to collect and internally transmit any
notifications or concerns expressed by workers of partner organisations, ensuring that such
information reaches the relevant internal function – Commercial or Marketing, Sustainability,
or Procurement – for analysis and appropriate action.
S4-4 – Taking action on material impacts on consumers and end-users, and approaches to
managing material risks and pursuing material opportunities related to consumers and
end- users, and effectiveness of those actions
Within ROCA INDUSTRY, sustainability strategic directions have been defined, providing the
foundation for the development of an action plan addressing material topics, including
consumers and end users.
At Group level, several actions aimed at improving the protection of consumers and end users
are being considered. These include the development and strengthening of a consumer‑focused
policy framework, the standardisation of labels and technical documentation, as well as the
implementation of joint programmes for monitoring and remediating potential negative impacts
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on consumers. Regarding research and development activities, these currently relate to internal
processes carried out at subsidiary level (such as analysis and brainstorming), aimed at
understanding trends and identifying options for new products or improvements to existing
products, without involving dedicated investments at this stage.
At subsidiary level, the management of risks and opportunities arising from relationships with
consumers and end users is carried out through a range of strategic and operational measures,
such as:
• Annual product assessments to identify risks and implement safety solutions;
• Integration of sustainability principles into product design, which involves considering
safety requirements, legal compliance, and the responsible use of materials from the
early stages of product development and adaptation, without altering product
functionality or intended use;
• Remediation actions, such as customer support and product recalls. All ROCA
INDUSTRY subsidiaries implement a common set of measures dedicated to the
protection of consumers and end users. These measures include product safety and
consumer information policies, testing and compliance procedures, as well as processes
for reviewing and updating labels and technical documentation. Implementation is
adapted to the specific characteristics of each subsidiary, depending on the product
portfolio and applicable requirements.
• Effectiveness monitoring is carried out through the tracking of relevant KPIs and
continuous analysis of market feedback, including notifications and complaints.
ROCA INDUSTRY ensures that its products are correctly labelled and that the health and safety
of consumers and end users are a priority. The entire operational process is supervised to ensure
compliance with quality and safety standards. Labels, technical documentation, and public
information are continuously updated and distributed through websites and other relevant
channels.
All subsidiaries – BICO, DIAL, ELECTROPLAST, EVOLOR, and VELTADOORS – implement a
common set of measures dedicated to the protection of consumers and end users. These include
the development of a specific policy covering product safety, accurate information, data
protection, and responsible communication, the introduction of a single grievance mechanism,
as well as processes for reviewing and standardising labels and technical documentation. In
addition, all subsidiaries carry out monitoring and remediation programmes for potential
negative impacts on consumers and invest in research and development activities aimed at
improving product safety and performance.
In addition to these common measures, ELECTROPLAST pays particular attention to rapid
remediation programmes for identified impacts, EVOLOR focuses on the development of a
dedicated consumer policy alongside ongoing investments in R&D, while VELTADOORS
highlights technical product compliance as part of its consumer‑protection‑oriented actions.
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S4-5 – Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
Specific objectives related to consumers and end users were established within ROCA
INDUSTRY in 2025 as part of the ESG strategic directions. At the time of definition, objectives
related to consumers and end users were established without a unified and formalised
methodological approach, having an indicative character and being aligned with the Group’s
priorities. From 2026 onwards, ROCA INDUSTRY plans to develop a structured methodology
for setting and monitoring targets related to this topic, with the aim of improving alignment with
ESRS requirements and relevant reporting practices.
Starting with 2026, all subsidiaries will annually pursue the achievement of key objectives,
including the establishment and operationalisation of a unified consumer feedback‑collection
mechanism, the provision of an accessible complaints channel for consumers, and the periodic
review of product labelling.
The subsidiaries BICO, DIAL, EVOLOR, and VELTADOORS have committed to a set of common
objectives for 2026. These include the review of labels for 100% of products and the integration
of a QR code enabling direct access to technical datasheets, as well as the inclusion of video
guides for 50% of the product portfolio, where relevant for use, maintenance, or storage. In
addition, ELECTROPLAST aims to ensure that, by the end of 2026, all of its products are
equipped with revised labels, thereby ensuring complete and accurate consumer information.
EVOLOR aims, by 2028, to reduce by up to 10% the content of hazardous substances in the
raw materials used in production and to develop a dedicated consumer policy, thereby
strengthening responsibility towards users. VELTADOORS has also committed to developing a
consumer policy, in line with ESRS principles relating to access to information, product safety,
and the protection of consumer interests.
ROCA INDUSTRY defines its consumer‑ and end‑user‑oriented targets based on market data,
research studies, and operational feedback aggregated from sales channels. Where relevant,
portfolio subsidiaries commission or conduct market research, both quantitative and qualitative,
to remain informed about consumer trends and preferences and to understand price sensitivity,
purchasing criteria, and perceptions of quality and safety. The target‑setting process is informed
by a wide range of data and collaboration sources, including B2B2C feedback from DIY retail
networks and distributors (notifications, return rates, and in‑store recommendations), internal
sales analyses at SKU level, channel and customer‑segment performance analyses, as well as
direct interactions through contact forms and social media channels. .
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Business conduct
ESRS G1
ESRS 2 GOV-1 – The role of the administrative, supervisory and management bodies
ROCA INDUSTRY comprises several subsidiaries, as presented in ESRS 2 BP-1 – General Basis
for Preparation of Sustainability Statements. The Board of Directors (BoD) acts as the
decision-making authority for all material matters concerning the Holding, including those
related to the sustainability strategy, risk management and resource allocation, except for those
which, under the law, fall under the responsibility of the General Meeting of Shareholders.
Within ROCA INDUSTRY, the BoD has the role of strategically guiding the organization through
the establishment of policies and short-, medium- and long-term objectives.
This strategic orientation also includes the responsibility to ensure compliance with and
implementation of standards of professional conduct. The Board of Directors is also responsible
for establishing ethics and integrity principles and policies at the organizational level, monitoring
compliance with relevant regulations and promoting a corporate culture based on strong values.
The Code of Ethics and Professional Conduct of ROCA INDUSTRY was finalized and approved
in October 2025 and is scheduled to be implemented across subsidiaries in the first quarter of
2026. Until the implementation of this Code at subsidiary level, reliance is placed on the Internal
Regulations (ROI) applicable to each entity, which also include specific provisions related to the
Code of Conduct.
Moreover, through the Board of Directors of ROCA INDUSTRY HOLDINGROCK1 SA (ROC1)
and the boards/administrators of its subsidiaries, the Holding aims to identify and manage the
risks associated with professional conduct. This process is carried out based on the Risk
Management Procedure, approved in February 2025, which is the main framework through
which risks are assessed, monitored and addressed at the Holding level. Part of the results of
the double materiality assessment were also included in the Risk Register.
At the ROC1 level, relevant risks are systematically documented and monitored through a
dedicated risk register. During 2026, the register will be extended to subsidiaries in order to ensure
a consistent, integrated, and traceable approach to professional conduct risks across the Group.
The Board of Directors of ROCA INDUSTRY is composed of individuals with relevant experience,
committed to ensuring the effective functioning of the Group. Their role includes supervising the
Group, in compliance with the rules of professional conduct and providing expert advice on
specific activities. Owing to their professional expertise, Board members are able to assess and
implement effective professional conduct policies, adapting to the continuous evolution of
regulatory requirements and market conditions.
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In 2024, the Board of Directors was actively involved in sustainability-related initiatives,
particularly in the reporting process. In 2025, the BoD continued to be informed and consulted
on these topics, supporting the development of the internal framework required to manage ESG
aspects and to gradually steer sustainability activities at Group level.
Aspects related to ethics, compliance, and professional conduct, as well as relevant
developments in the field of sustainability, are integrated into the agenda of Board of Directors’
meetings and are discussed whenever necessary as part of oversight and decision‑making
processes. Accordingly, in 2025, there were five Board meetings during which sustainability‑
related topics were discussed, as follows:
• 22.01.2025 – Approval of the internal control procedure
• 20.02.2025 – ROCA INDUSTRY risk policy approval
• 25.03.2025 – Approval of the Directors' report and the 2024 Sustainability report
• 24.04.2025 – ESG – plan for 2025 – information session
• 20.08.2025 – Presentation of the draft risk register at ROC1 level (parent company) and
Approval of policies and internal regulations; Board of Directors’
Regulation, Nomination and Remuneration Committee Regulation (NRC),
Audit and Risk Committee Regulation (ARC), Profile of Candidates for
Appointment to the Board of Directors, Procedure on the Protection of
Whistleblowers in the Public Interest, Affiliated Parties Policy
• 21.10.2025 – Approval of the updated Anti‑Money Laundering and Counter‑Terrorist
Financing Procedure (AML Procedure), Approval of the Code of Conduct, Approval of
the Remuneration Policy.
ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts, risks
and opportunities
ROCA INDUSTRY implements a structured framework for the assessment and management of
risks, including those related to the prevention and combating of money laundering and terrorist
financing (AML/CTF), based on a dedicated risk analysis methodology. This framework aims to
identify vulnerabilities, assess levels of exposure, and identify opportunities to improve the
related internal procedures and processes.
The risks are classified according to severity levels (low, medium or high). The process of
identifying, assessing and managing these risks is carried out in accordance with the Risk
Management Procedure approved in February 2025, which sets out the responsibilities, the
methodology for assessing inherent and residual risks, the use of the risk register, as well as the
mechanisms for monitoring, reporting and implementing control measures for significant risks.
Depending on the resulting risk profile and the response strategy adopted, a Control Measures
Implementation Plan (Action Plan) will be developed, which targets the significant and strategic
risks identified at Group level.
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In this context, during the period September–December 2025, an internal audit process was
conducted regarding the implementation, application, and compliance with AML/CTF
procedures, as well as compliance with the requirements of the General Data Protection
Regulation (GDPR). Based on the assessments performed, the identified risks were classified as
minor, low‑to‑medium, or medium risks, confirming the existence of an adequate level of control
and the overall effectiveness of the implemented compliance framework.
As part of the double materiality assessment, the impacts, risks and opportunities associated
with business conduct have been identified and are detailed in the table in section ESRS 2 -
SBM-3 – Material Impacts, Risks and Opportunities and their interaction with the strategy
and business model, starting from page 147.
G1-1 – Corporate culture and Business conduct policies and corporate culture
ROCA INDUSTRY promotes a corporate culture grounded in integrity, responsibility, respect,
and professionalism, ensuring ethical conduct in all activities carried out within and on behalf of
the Holding. The Group has completed the process of formalizing these values through the
adoption of the Code of Ethics and Professional Conduct, approved by the Board of Directors in
October 2025, as well as through the internal regulations applicable at the level of ROCA
INDUSTRY and its subsidiaries. The Code represents a reference document that establishes
common principles applicable to all Group subsidiaries, setting out the mission, values, principles
of integrity, responsibility, and professionalism, as well as mandatory rules of conduct for all
employees, members of governance bodies, collaborators, and third parties acting in the interest
of the company. The provisions of the Code are scheduled to be implemented across all Holding
subsidiaries in the first quarter of 2026.
Prior to the adoption of the Code, aspects related to professional conduct, prevention of conflicts
of interest, confidentiality of information, and the reporting of non‑compliance were regulated
through existing internal documents at Group or subsidiary level (including internal regulations
and subsidiary‑level procedures), which were applied in day‑to‑day governance and operational
practices. This integration was reflected in practice through the application of principles of
integrity, transparency, and responsibility in governance processes and in day‑to‑day
interactions with stakeholders.
During the reporting period, no cases of corruption, bribery (giving or receiving), conflicts of
interest, AML incidents, or other relevant complaints were identified or reported, confirming the
consistent application of these principles in current operations.
Code of Ethics and Professional Conduct
ROCA INDUSTRY conducts its activities in strict compliance with applicable Romanian and
international legislation, including in the areas of competition, data protection, anti‑corruption,
and corporate governance. Compliance is considered a shared responsibility of all employees.
The Code of Ethics and Professional Conduct applies to all employees, members of management
269
and governance bodies, collaborators, and third parties acting in the interest of the company
and is binding across the entire organization.
ROCA INDUSTRY promotes an organizational culture based on integrity, responsibility, and
respect for the law, applying a zero‑tolerance policy towards corruption, fraud, and any illegal
conduct. These principles are formalized in the Code of Ethics and Professional Conduct,
approved by the Board of Directors, which also incorporates the Anti‑Corruption Policy,
establishing the framework for preventing non‑compliant behaviour. The Code defines:
• prohibition of any form of bribery or improper influence;
• prohibition of using third parties to obtain undue advantages;
• rules regarding gifts and hospitality;
• the obligation to declare conflicts of interest and to update declarations annually;
• the identification of corruption‑risk‑exposed functions, such as those involved in
procurement, relations with public authorities, decision‑making processes, or access to
privileged information.
The Code also includes a chapter dedicated to whistleblowing, guaranteeing the confidentiality
of whistleblowers and their protection against retaliation, in accordance with national legislation
and Directive (EU) 2019/1937. The related procedure was communicated to all employees of
ROCA INDUSTRY and its subsidiaries at the time of adoption. In February 2026, subsidiary
management was notified by e-mail and explicitly requested to disseminate the procedure to all
local employees in accordance with the applicable internal communication mechanisms. Group
subsidiaries had previously implemented their own whistleblowing procedures and reporting
channels, thereby ensuring a functional mechanism at Group level. Designated personnel
receive specific training, and employees are informed of their rights and obligations.
At ROCA Industry level, the role of Whistleblowing Policy Officer is fulfilled by an individual
appointed by the Board of Directors’ decision of 21.10.2025, holding the professional
qualification of Compliance Officer, certified by the Romanian Banking Institute (IBR). This
appointment ensures the necessary competence for receiving, analysing, and managing reports.
Through the existence of a common framework at Holding level, namely the Code of Ethics and
the Whistleblowing Procedure applicable to all Group entities, a coherent approach is ensured.
These elements contribute to the uniform application of procedures across the Group and to the
strengthening of an organizational culture based on integrity, responsibility, and transparency.
Whistleblowing issues are regulated by the Public Interest Whistleblower Protection Procedure.
It details the procedures for reporting and investigating incidents related to professional conduct
and applies to all employees and collaborators of the Group who become aware, in a
professional context, of potential violations of the law or internal rules. The procedure governing
whistleblower protection in the public interest strengthens the ethical framework of ROCA
INDUSTRY, through a formal mechanism for reporting and investigating potential violations of
legal and internal requirements.
The procedure is publicly communicated on the ROCA INDUSTRY website, in the Regulations
270
and Policies section, and has been communicated to all employees and management bodies. It
details the internal reporting channels, including the dedicated address:
raportari@rocaindustry.ro, as well as the steps for analysing and investigating complaints. This
procedure establishes secure and accessible internal reporting channels, managed by an
independent Whistleblowing Policy Officer, ensuring impartial receipt, recording, and
examination of reports, while guaranteeing confidentiality of identity and protection against any
form of retaliation. It also provides timelines for acknowledgement and communication of
investigation progress, as well as the maintenance of a secure reporting register, thereby
promoting an organizational culture based on integrity, responsibility, and transparency. To
date, no incidents relating to corruption or violations of professional conduct rules have been
reported or identified.
ROCA INDUSTRY also has a formalized framework for preventing and combating money
laundering, in accordance with the applicable European and national legislative requirements.
Annual management of conflicts of interest, completion of mandatory declarations and
continuous training in the field of ethics contribute to strengthening internal governance.
The Group prioritizes training on ethical conduct and business integrity. With the approval of
the Code of Ethics and Professional Conduct, mandatory training sessions for employees and
members of management bodies will be implemented – both upon onboarding and annually –
with a focus on corruption prevention and incident reporting. Personnel involved in compliance
and governance will receive additional specialised training.
The implementation of the Code of Ethics and Professional Conduct is the responsibility of the
Board of Directors, with the support of the executive management at ROCA INDUSTRY level
and the subsidiaries. The Code is developed with relevant external frameworks in mind, such as
the UN Convention against Corruption and Directive (EU) 2019/1937, as well as the interests of
key stakeholders, in particular employees, members of management bodies, collaborators and
third parties acting in the interest of the Group.
Furthermore, the Code of Ethics and Professional Conduct, together with the related procedures
and policies approved alongside it, establishes the applicable framework for:
• reporting and investigating incidents related to professional conduct;
• issues related to sanctions and investigations concerning violations of the Code;
• recommending disciplinary measures and, where appropriate, informing competent
authorities;
• documenting incidents in order to prevent recurrence.
ROCA INDUSTRY continues to strengthen its ethical framework through the implementation of
holding‑level policies across all subsidiaries starting from the first quarter of 2026.
Although, to date, there has been no separate policy dedicated exclusively to combating
corruption and bribery, these principles have been consistently integrated into the Holding’s
day‑to‑day activities. The Code of Ethics and Professional Conduct fully formalizes this
commitment, enshrining the principle of zero tolerance toward corruption. The Code also
271
includes a section detailing obligations and responsibilities related to anti‑corruption. The
adoption of a separate policy is not considered necessary given the nature of the Company’s
and its subsidiaries’ activities, considering the implementation of the Code across subsidiaries
in the first quarter of 2026.
Within the Holding, the functions most exposed to corruption and bribery risks are management
roles, as well as positions within the finance and accounting, procurement, and sales
departments, considering the nature of their activities and responsibilities related to financial
decision‑making, contract management, and commercial relationships.
G1-2 – Management of relationships with suppliers
In terms of supply management, ROCA INDUSTRY has adopted an operational policy that
includes a unified and integrated framework for procurement activities (supplier management)
across companies in which it holds a majority stake, directly or indirectly, ensuring operational
consistency at Group level. The Procurement Guide defines the minimum requirements for the
applicable processes and procedures, contributing to the efficiency and transparency of
commercial decision-making.
The scope includes procurements essential to the core activities of the companies, such as raw
materials, consumables, components and sub‑assemblies; operational and production services,
equipment, machinery and utilities, as well as logistics services (transport, warehousing), etc.
The procurement process is based on the following fundamental principles:
• Transparency and integrity – procurement decisions are based on objective, documented
and verifiable criteria;
• Four Eyes Principle - significant activities require approval by at least two distinct
individuals;
• Segregation of duties – initiation, approval and payment are performed by different
individuals, supported by appropriately configured IT systems;
• Efficiency and sustainability – supplier selection aims at cost optimization and the
reduction of environmental and social impacts.
Stages of the procurement process:
• Identification of needs and initiation of the procurement request: needs are identified by
the beneficiary departments and formally submitted to Procurement;
• Supplier analysis and segmentation: ABC analysis classifies suppliers into strategic,
important and low-value categories; the list is approved annually by the Board of
Directors;
• Supplier pre‑qualification and selection: standard criteria are applied (quality, cost,
reliability, sustainability), including ESG evaluation; the minimum score is 60/100;
272
• Procurement from nominated suppliers (single sourcing): permitted only in justified
cases, subject to approval by the Chief Operating Officer for values exceeding EUR
10,000 per year;
• Contracting and approval: framework agreements are prioritized; exceptions require
justification and approval;
• Reception and quality control: technical and documentary verification; non-conformities
are reported immediately;
• Prevention of late payments: contractual payment terms are strictly observed,
particularly with respect to SMEs, through financial monitoring and, where applicable,
direct communication with suppliers.
Responsibilities within the procurement process are allocated to ensure control and efficiency,
as follows:
• The Procurement Manager coordinates the process and manages supplier evaluations;
• The Chief Operating Officer approves the selection criteria and exceptions, ensuring the
application of the Four Eyes principle;
• The CEO validates the contracting of suppliers that do not meet the ESG threshold;
• The Board of Directors annually approves the lists of strategic, backup and nominated
suppliers, contributing to the strengthening of corporate governance.
The implementation of this procedure contributes to the consolidation of a responsible and
efficient procurement system, ensuring transparency and traceability across all stages of the
process, reducing operational and reputational risks, optimizing costs and increasing operational
efficiency, as well as strengthening corporate governance and ESG performance at ROCA
INDUSTRY level.
A dedicated form for supplier evaluation based on social and environmental criteria is annexed
to the Operational Policy and is used in the supplier selection process. For Category A suppliers
(considered material for the subsidiaries’ activities), these criteria will be incorporated into the
selection procedure.
ROCA INDUSTRY is committed to complying with payment terms established by contracts and
applicable legal regulations, particularly in relations with SMEs, in order to ensure fair and
predictable collaboration. This commitment is also emphasized in a dedicated chapter of the
operational policy (Policy on the Prevention of Late Payments). Group companies establish clear
payment terms at contract signing, prioritize due payments to SMEs, implement internal
procedures for the prompt validation of invoices, and communicate with partners in exceptional
situations. Through these measures, the Group aims to support the financial stability of its
partners, strengthen trust, and promote responsible business practices.
273
G1-3 – Prevention and detection of corruption and bribery
ROCA INDUSTRY applies a firm zero‑tolerance principle towards corruption, fraud, abuse of
power, or any other illegal or unethical behaviour, in accordance with the Code of Ethics and
Professional Conduct approved by the Board of Directors. The Code prohibits the promise,
offering, solicitation, or acceptance of any undue advantage, in any form, in exchange for
influencing a decision or action, as well as the making of facilitation payments and the use of
third parties to exert improper influence over decision‑makers.
This commitment applies to all employees, members of governance bodies, collaborators and
third parties acting on behalf of the Holding. The prevention of corruption risks includes the
obligation of personnel to exercise their duties exclusively in the interest of the company, to
avoid situations of conflict of interest, and to immediately disclose any potential conflict to the
ethics and compliance function, in accordance with the provisions of the Code.
The organizational culture is reinforced through leadership by example, whistleblowing reporting
and protection mechanisms, and continuous monitoring of the internal climate. Subsidiary
management teams are guided by the Holding's management team and are responsible for
embedding these principles and processes across all levels of their organizations.
At Holding level, ROCA INDUSTRY organizes semi‑annual Quarterly Management Meetings
(QMM), bringing together management teams from all companies within the Holding. These
sessions facilitate the exchange of best practices and the identification of appropriate business
directions. In addition, the consolidated sustainability reporting process provides a shared
collaboration framework in which compliance topics and ESG solution implementation are
addressed, contributing to the strategic and operational alignment of all subsidiaries.
To ensure compliance, a dedicated mechanism for reporting and investigating potential
violations of legislation, internal rules, or the provisions of the Code of Ethics and Professional
Conduct has been implemented. Reports may be submitted confidentially to
raportari@rocaindustry.ro and are managed in accordance with the Procedure on the Protection
of Whistleblowers in the Public Interest, approved at ROCA INDUSTRY level. The mechanism
is administered by an appointed Whistleblowing Policy Officer, who is responsible, under the
applicable procedure, for the receipt, registration, analysis, and resolution of reports, operating
independently from the involved management chain. The dedicated reporting channel
(raportari@rocaindustry.ro) is accessible to both internal personnel and ROCA INDUSTRY
collaborators, and any suspicion of corruption or other ethical misconduct may be reported
through this channel. The procedure is communicated internally and is published on the
company’s website, under the Regulations and Policies section.
In accordance with the Code of Ethics, complains are analysed by the Whistleblowing Policy
Officer, who is not part of the management structure and conducts impartial investigations,
recommending the necessary measures, including notification of competent authorities, where
applicable. The results of investigations are communicated to the Board of Directors, which is
responsible for monitoring the implementation of corrective actions.
274
As of the date of reporting, no corruption incidents have been recorded within ROCA
INDUSTRY.
ROCA INDUSTRY is currently in the process of formalizing training programmes dedicated to
the prevention and combating of corruption, including bribery. To date, in the absence of
reported incidents of this nature, no specific training programmes have been implemented, with
the exception of workshops organized in 2024 in the context of the Holding’s semi‑annual
meetings with subsidiaries.
By the end of Q2 2026, the Group will introduce mandatory training sessions for employees,
with a particular focus on roles exposed to higher risk – such as management, finance and
accounting, procurement, and sales – given their responsibilities in decision‑making processes
and the management of commercial relationships. Members of the Board of Directors and
executive management will also benefit from dedicated training on compliance and ethical
conduct, with the aim of ensuring the consistent application of anti‑corruption principles at all
levels of the Holding.
This plan will ensure a uniform training framework for all Group entities, complementing existing
mechanisms such as the Code of Ethics and the Whistleblowing Procedure.
G1-4 – Confirmed incidents of corruption or bribery
During the reporting period, no confirmed incidents of corruption or bribery (giving or receiving)
were identified within ROCA INDUSTRY or its subsidiaries. There were no convictions or fines
for violation of anti‑corruption or anti‑bribery laws. Furthermore, no specific actions were
required to address the violation of procedures or standards related to corruption and bribery
during this period.
Total number and nature of confirmed incidents of corruption or bribery
0
Number of confirmed incidents in which own employees were dismissed or subject
to disciplinary action for corruption‑ or bribery‑related incidents
0
Number of confirmed incidents relating to contracts with business partners that were
terminated or not renewed due to corruption‑ or bribery‑related violation
0
G1-6 Payment Practices
In accordance with the contractual provisions on payment terms, payments to ROCA INDUSTRY
suppliers are made according to the type of supplier, contract or subsidiary.
Each subsidiary within ROCA INDUSTRY undertakes a firm commitment to comply with the
275
payment terms established by contracts and legal regulations, with special attention paid to
commercial relations with small and medium-sized enterprises (SMEs). This approach aims to
strengthen a fair, transparent and predictable trade relationship through the following measures:
• clear and reasonable definition of payment terms at the time of contract conclusion;
• rigorous monitoring of cash flows and prioritization of due payments to SMEs;
• implementation of effective internal procedures for invoice validation and approval, in
order to reduce the risk of delays;
• proactive and timely communication with partners in the event of exceptional
circumstances, with the aim of identifying amicable solutions to ensure compliance with
contractual obligations.
Through these measures, ROCA INDUSTRY aims to support the financial stability of its partners,
strengthen mutual trust and promote responsible and sustainable business practices.
No legal proceedings relating to late payments were recorded at ROCA INDUSTRY or subsidiary
level.
Entity
Average contractual
payment period (DPO) –
average number of days
between the start of the
contractual/legal term and
the payment date
Description of the company’s
standard payment terms, expressed
in number of days, by main supplier
categories, and the percentage of
payments complying with these
standard terms
Number of
pending legal
proceedings
for late
payments
Additional
information needed
to provide sufficient
context.
BICO
Invoice payment terms range
between 0 and 120 days,
with an average payment
period of 75 days.
• Raw material suppliers: 20%
advance payment, 80% upon
delivery
• Service providers: 30 - 90 days
• Suppliers of goods: up to 60
days
• Merchandise Suppliers: 120
days
0
The DPO indicator
represents the
average number of
days between the
start date of the
contractual or legal
payment term and
the actual payment
date. Standard
contractual terms
are presented
separately for
context and are not
used to estimate
DPO.
DIAL
Payment terms range
between 0 and 60 days,
with an average payment
period of 38 days.
• Standard contractual payment
terms of 60 days from invoice
date for raw material suppliers,
representing approximately
70% of annual invoice value.
• Service and consumables
providers: average payment
term of 15 days.
• Utility suppliers: 30 days,
representing approximately 5%
of total invoices.
• Transport providers: between
15 and 30 days
0
VELTADOORS
Payment terms range
between 0 and 90 days, with
an average payment period
• Service and supply providers:
between 7 and 30 days.
• Raw material suppliers:
0
276
of 45 days.
between 0 and 90 days.
• Utility suppliers: between 15
and 30 days.
• Transport providers: between 0
and 30 days.
ELECTROPLAST
Payment terms range
between 0 and 115 days,
with an average payment
period of 58 days.
• Small suppliers: 0 to 30 days
• Service and consumables
suppliers: 0 to 30 days
• Utility suppliers: 15 days
• Transport providers: between
30 and 90 days
• Raw material suppliers:
between 0 and 115 days
0
EVOLOR
Payment terms range
between 0 and 120 days,
with an average payment
period of 60 days.
• Small suppliers: 0 to 60 days
• Service and consumables
suppliers: 0 to 30 days
• Utility suppliers: between 1530
days
• Transport providers: between
30 and 90 days
• Raw material suppliers:
between 0 and 120 days
0
ROCA
INDUSTRY
Payment terms range
between 0 and 30 days, with
an average payment period
of 15 days.
• Utility suppliers: 0-30 days
• Service providers: 0-30
days
0
Most payments are made in accordance with these standard contractual terms. o major delays
in meeting the agreed contractual terms were recorded in 2025.
277
Cybersecurity
Additional topic
ESR2 IRO-1 – Description of the processes to identify and assess material impacts, risks
and opportunities
Inefficient cybersecurity management may lead to the loss of company, customer, and employee
data. To prevent such risks, it is essential to continuously reassess and update our security
processes in response to emerging cyber threats. Ensuring the security and integrity of the
information we manage is critical. Therefore, we pay close attention to all data under our
responsibility, whether internal information or data received from customers and partners.
For information on IROs, please refer to the table in section ESRS 2 SBM-3 – Material Impacts,
Risks and Opportunities and their interaction with the strategy and business model, starting
on page 147.
Cybersecurity-related policies
The implementation of a cybersecurity policy is essential to protect company data and systems,
maintain operational continuity, and comply with the requirements of the European NIS2
Directive (transposed through Emergency Ordinance no. 155/2024). Both ELECTROPLAST and
EVOLOR fall under the category of regulated entities and are therefore required to adopt
advanced cybersecurity measures and incident‑reporting mechanisms.
At the reporting date, there is no cybersecurity policy at ROCA INDUSTRY holding level;
however, emergency response procedures are in place and managed through hardware and
software systems incorporating embedded security policies. In the last quarter of 2024, an
internal cybersecurity risk assessment was initiated, successfully identifying the primary cyber
risks to which the holding is exposed. This process continued in 2025 through the
implementation of a cyber‑risk mitigation plan, involving the development and application of
preventive measures for each identified risk category.
Actions and resources related to the prevention and detection of cybersecurity risks
By the end of 2027, ROCA INDUSTRY aims to increase cybersecurity awareness through
employee training initiatives, such as cybersecurity training programmes and simulated
cyber‑attack exercises. The Group will also focus on vulnerability scanning and remediation
activities, including penetration testing. In addition, security systems will be continuously
adapted to business needs and aligned with the latest industry developments.
278
Within the Group, not all companies have implemented measurable actions; however, the
following existing measures are currently in place:
• Daily monitoring with backup support for firewalls and employee devices, together with
the configuration of protective filters using advanced malware detection solutions and
specific vulnerability‑assessment tools.
• IT infrastructure modernisation, including protected communications and internet access
through next‑generation firewalls, advanced antivirus solutions, secure VPN networks,
and centralised user management via Active Directory. ERP server virtualisation and
automated backup systems are implemented to protect critical data.
• Initiation of migration to the Microsoft 365 platform, providing a secure cloud solution for
email, video conferencing, and document sharing, including the use of SharePoint Cloud.
Access to company data is secured and granular, with two‑factor authentication (2FA)
introduced to enhance protection. The infrastructure is complemented by a continuous
video‑surveillance system, ensuring a secure and efficient digital environment.
Remediation measures addressing significant actual impacts:
• Encrypted storage and backup solutions: a network‑attached storage device has been
acquired to store current data, with a backup plan that includes replication of encrypted
data in a cloud environment located in Europe.
• Virtualisation and redundancy protection: ROCA INDUSTRY has implemented server
virtualisation, database backups, mirrored hard drives, and both cloud‑based and offline
backups to enhance data protection and redundancy.
• Registration with DNSC as an important entity in accordance with NIS2 requirements.
• Appointment of a cybersecurity responsible officer.
Cybersecurity risks are managed on two levels:
• Passive level – reduces the potential impact window of cyber‑attacks through strict control
of user access (using VPN for external access and IAM for roles and permissions);
• Active level – ensures monitoring and/or active intervention in response to potentially
destructive events and logs.
In 2025, ROCA INDUSTRY focused its efforts on complying with NIS2 requirements
and strengthening the cybersecurity framework. In this context, a risk analysis was
conducted and presented to the Board of Directors in August, with the identified aspects
incorporated into the Risk Register. Cybersecurity policies, procedures, as well as
incident‑reporting and remediation plans will be developed in subsequent phases,
based on the conclusions of the analysis and priorities established at Group level.
Confirmed cybersecurity incidents
For 2025, no cybersecurity incidents have been identified within ROCA INDUSTRY.
279
List of datapoints covered by the sustainability statement
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
ESRS 2
General
disclosures
Basis for preparation
BP-1
General basis for preparation of sustainability
statements
5 (a), 5 (b)i, 5 (c), 5 (d), 5(e)
114 - 115
BP-2
Disclosures in relation to specific circumstances
6, 10 (a), 10 (b), 10 (c), 10 (d), 11 (a), 13 (a)
115 - 117
Governance
GOV-1
The role of the administrative, management and
supervisory bodies
21 (a), 21 (b), 21 (c), 21 (d), 21 (e), 22 (a), 22
(b), 22 (c)i, 22 (c)ii, 22 (c)iii, 22 (d), 23, 23 (a),
23 (b)
117 - 125
GOV-2
Information provided to and sustainability matters
addressed by the undertaking’s administrative,
management and supervisory bodies
26 (a), 26 (b), 26 (c)
126
GOV-3
Integration of sustainability-related performance in
incentive schemes
29 (a), 29 (b), 29 (c)
126
GOV-4
Statement on due diligence
32
126 - 127
GOV-5
Risk management and internal controls over
sustainability reporting
36 (a), 36 (b), 36 (c), 36 (d), 36 (e)
127 - 128
Strategy
SBM-1
Strategy, business model and value chain
40 (a)i, 40 (a)ii, 40 (a)iii, 40 (a)iv, 40(b),
40(d)i, 40(d)ii, 40(d)iii,40(d)iv, 40 (e), 40 (f),
40 (g), 42 (a), 42 (b), 42 (c), AR15
128 -132
SBM-2
Interests and views of stakeholders
45 (a)i, 45 (a)ii, 45 (a)iii, 45 (a)iv, 45 (a) v, 45
(b), 45 (c)i, 45 (c)ii, 45 (c)iii, 45 (d)
132 - 132
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
48 (a), 48 (b), 48 (c)i, 48 (c)ii, 48 (c)iii, 48
(c)iv, 48 (d), 48 (e), 48 (f), 48 (g)
145 -154
Impact, risk and
opportunity
management
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
53 (a), 53 (b)i, 53 (b)ii, 53 (b)iii, 53 (b)iv, 53
(c)i, 53 (c)ii, 53 (c)iii, 53 (d), 53 (e), 53 (f), 53
(g), 53 (h)
134 - 138
IRO-2
Disclosure requirements in ESRS covered by the
undertaking’s sustainability statement
56, 57, 58, 59
138 - 145
Minimum disclosure requirement on policies and
actions
62
155 - 156
MDR-P
Policies adopted to manage material sustainability
matters
65 (a), 65 (b), 65 (c), 65 (d), 65 (e), 65 (f)
155
MDR-A
Actions and resources in relation to material
sustainability matters
Actions are presented for each material topic
155 - 156
Metrics and targets
MDR-M
Metrics in relation to material sustainability
matters
Indicators are presented for each material
topic
156
MDR-T
Tracking effectiveness of policies and actions
through targets
Targets are presented for each material topic
156
ENVIRONMENT
280
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
ESRS E1
Climate change
Governance
GOV-3
Integration of sustainability-related performance in
incentive schemes
13
167
Strategy
E1-1
Transition plan for climate change mitigation
17, AR 6
167
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
18, 19 (a), 19 (b), 19 (c), AR 7 (a), AR 7 (b),
AR 7 (c), AR 8 (a), AR 8 (b)
168-170
Impact, risk and
opportunity
management
IRO-1
Description of the processes to identify and assess
material climate-related impacts, risks and
opportunities
20 (a), 20 (b), 20 (b)i, 20 (b)ii, 20 (c)i, 20
(c)ii, 21, AR 9 (a), AR 9 (b), AR 11 (a), AR
11 (b), AR 11 (c), AR 11 (d), AR 12 (a), AR
12 (b), AR 12 (c), AR 12 (d), AR 13 (a), AR
13 (b), AR 13 (c), AR 13 (d), AR 14, AR 15
168-170
E1-2
Policies related to climate change mitigation and
adaptation
24, 25 (a), 25 (b), 25 (c), 25 (d), 25 (e)
171
E1-3
Actions and resources in relation to climate change
policies
28, 29 (a), 29 (b), 29 (c), AR 19 (a), AR 19
(b), AR 19 (c), AR 19 (d)
171 -173
Metrics and targets
E1-4
Targets related to climate change mitigation and
adaptation
32, 33, 34 (a), 34 (b), 34 (c), 34 (d), 34 (e), 34
(f), AR23, AR24, AR 25 (a), AR 25 (b), AR
25 (c), AR 25 (d), AR (31)
173 - 174
E1-5
Energy consumption and mix
37, 37 (a), 37 (b), 37 (c)i, 37 (c)ii, 37 (c)iii, 38
(a), 38 (b), 38 (c), 38 (d), 38 (e), 39, 40, 41,
42, 43, AR 32(e), AR 34, AR 36 (a), AR 36
(b), AR 36 (c), AR 36 (d), AR 36 (e), AR 37,
AR 38
174 -178
E1-6
Gross Scopes 1, 2, 3 and Total GHG emissions
44 (a), 44 (b), 44 (c), 44 (d), 46, 47,48 (a), 49
(a), 49 (b), 50 (a), 51, 52 (a), 52 (b), AR 39
(a), AR 39 (b), AR 39 (c), AR 42, AR 43 (a),
AR 43 AR (b), 43 (c), AR 43 (d) AR 45 (a),
AR 45 (b), AR 45 (c), AR 45 (d), AR 45 (e),
AR 45 (e), AR 46 (a), AR 46 (c), AR 46 (d),
AR 46 (e), AR 46 (f), AR 46 (g), AR 46 (h),
AR 46 (i), AR 46 (k), AR 47 (a), AR 47 (b),
AR 48, AR 53 (a), AR 53 (b), AR 53 (c), AR
53 (d), AR 54, AR 55
178 - 192
E1-7
GHG removals and GHG mitigation projects financed
through carbon credits
Not material
-
E1-8
Internal carbon pricing
Not material
-
E1-9
Anticipated financial effects from material physical and
transition risks and potential climate-related
opportunities
Phased-in
-
281
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
ESRS E2
Pollution
Impact, risk and
opportunity
management
IRO-1
Description of the processes to identify and assess
material pollution-related impacts, risks and
opportunities
11 (a), 11 (b)
193
E2-1
Policies related to pollution
14, 15 (a), 15 (b), 15 (c)
193 -195
E2-2
Actions and resources related to pollution
18, 19 (a), 19 (b), 19 (c), AR 13
194
Metrics and targets
E2-3
Targets related to pollution
22, 23 (a), 23 (b), 23 (c), 23 (d), 24, 25
195
E2-4
Pollution of air, water and soil
28 (a), 28 (b), 30(a), 31, AR 20, AR 21
195 - 196
E2-5
Substances of concern and substances of very high
concern
34
196 - 197
E2-6
Anticipated financial effects from pollution-related
impacts, risks and opportunities
Phased-in
-
ESRS E3
Water and
marine
resources
Impact, risk and
opportunity
management
IRO-1
Description of the processes to identify and assess
material water and marine resources-related impacts,
risks and opportunities
8 (a), 8 (b)
198 -199
E3-1
Policies related to water and marine resources
11, 12 (a)i, 12 (a)ii, 12 (a)iii, 12 (b), 12 (c), 13
199
E3-2
Actions and resources related to water and marine
resources
17, 18 (a), 18 (b), 18 (c), 19
200
Metrics and targets
E3-3
Targets related to water and marine resources
22, 23 (a), 23 (b) 23 (c), 25
200
E3-4
Water consumption
28 (a), 28 (b), 28 (c), 28 (d), 28 (e), 29, AR 29
201
E3-5
Anticipated financial effects from water and marine
resources-related impacts, risks and opportunities
Phased-in
-
ESRS E4
Biodiversity and
ecosystems
Strategy
E4-1
Transition plan and consideration of biodiversity and
ecosystems in strategy and business model
13 (a)
203
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
16 (a), 16 (b), 16 (c)
202 - 203
Impact, risk and
opportunity
management
IRO-1
Description of processes to identify and assess material
biodiversity and ecosystem-related impacts, risks and
opportunities
17 (a), 17 (b), 17 (c), 17 (d), 17 (e)i, 19 (a), 19
(b)
202 - 203
E4-2
Policies related to biodiversity and ecosystems
22, 23 (a), 23 (b), 23 (c), 23 (d), 23 (e), 23 (f),
24 (a)
203 - 204
E4-3
Actions and resources related to biodiversity and
ecosystems
27, 28 (a)
204 - 205
Metrics and targets
E4-4
Targets related to biodiversity and ecosystems
31, 32 (c)
205
E4-5
Impact metrics related to biodiversity and ecosystems
change
Not material
E4-6
Anticipated financial effects from biodiversity and
ecosystem-related risks and opportunities
Phased-in
282
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
ESRS E5
Resource use
and circular
economy
Impact, risk and
opportunity
management
IRO-1
Description of the processes to identify and assess
material resource use and circular economy-related
impacts, risks and opportunities
11 (a), 11 (b)
206
E5-1
Policies related to resource use and circular economy
14, 15 (a), 15 (b), 16
206 -207
E5-2
Actions and resources related to resource use and
circular economy
19, 20 (a), 20 (b), 20 (c), 20 (d), 20 (e), 20 (f)
207 - 208
Metrics and targets
E5-3
Targets related to resource use and circular economy
23, 24 (a), 24 (b), 24 (c), 24 (d), 24 (e), 24 (f),
25, 27
208 - 209
E5-4
Resource inflows
30, 31 (a), 31 (c), 32
209 - 211
E5-5
Resource outflows
36 (a), 37 (a), 37 (b)i, 37 (b)ii, 37 (b)iii, 37 (c)i,
37 (c)ii, 37 (c)iii, 37 (d), 38 (b), 39, 40
211 - 213
E5-6
Description of the processes to identify and assess
material resource use and circular economy-related
impacts, risks and opportunities
Phased-in
-
SOCIAL
ESRS S1
Own workforce
Strategy
SBM-2
Interests and views of stakeholders
12
219 - 220
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
13 (a), 13 (b), 14, 14 (a), 14 (b), 14 (c), 14 (d),
14 (e), 14f(i), 14f(ii), 15, 16
220 – 221
Impacts, risks and
opportunities
management
S1-1
Policies related to own workforce
19, 20 (a), 20 (b), 20 (c), 21, 22, 23, 24 (a),
24 (b), 24 (c), 24 (d)
222 - 225
S1-2
Processes for engaging with own workers and workers’
representatives about impacts
27, 27 (a), 27 (b), 27 (c), 27 (d), 27 (e), 28, 29
225 - 226
S1-3
Processes to remediate negative impacts and channels
for own workers to raise concerns
32 (a), 32 (b), 32 (c), 32 (d), 32 (e), 33, 34
226 - 228
S1-4
Taking action on material impacts on own workforce,
and approaches to mitigating material risks and
pursuing material opportunities related to own
workforce, and effectiveness of those actions
37, 38 (a), 38 (b), 38 (c), 38 (d), 39, 40 (a), 40
(b), 41, 43
228 -230
Metrics and targets
S1-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material
risks and opportunities
44 (a), 44 (b), 44 (c), 46, 47 (a), 47 (b), 47 (c)
230 - 232
S1-6
Characteristics of the undertaking’s employees
48, 50 (a), 50 (b)i, 50 (b)ii, 50 (b)iii, 50 (c), 50
(d)i, 50 (d)ii, 50 (e), 50 (f), 52, AR 55
232 - 234
S1-7
Characteristics of non-employee workers in the
undertaking’s own workforce
57
234
S1-8
Collective bargaining coverage and social dialogue
60 (a), 60 (b), 60 (c), 61, 63 (a), AR 69, AR
70
234 - 235
S1-9
Diversity metrics
66 (a), 66 (b)
235 - 236
S1-10
Adequate wages
69, 71
237
283
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
S1-11
Social protection
72, 74, 74 (a), 74 (b), 74 (c), 74 (d), 74 (e)
237
S1-12
Persons with disabilities
77, 80
238
S1-13
Training and skills development metrics
81, 83 (a), 83 (b), 84, AR 79
238 -239
S1-14
Health and safety metrics
86, 88 (a), 88 (b), 88 (c), 88 (d), 88 (e)
239
S1-15
Work-life balance metrics
91, 93 (a), 93 (b)
240
S1-16
Compensation metrics (pay gap and total
compensation)
95, 97 (a), 97 (b), 97 (c), AR 98, AR 99, AR
100, AR 101(a)
240 - 241
S1-17
Incidents, complaints and severe human rights impacts
100, 103 (a), 103 (b), 103 (c), 104 (a), 104
(b)
241
ESRS S2
Workers in the
value chain
Strategy
SBM-2
Interests and views of stakeholders
9
242 -243
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
10 (a)i, 10 (a)ii, 10 (b), 11 (a), 11 (a),i, 11 (a),
ii, 11 (a), iii, 11 (a), iv, 11 (a), v, 11 (b), 11 (c),
11 (d), 11 (e), 12, 13
243
Impacts, risks and
opportunities
management
S2-1
Policies related to value chain workers
16, 17, 17 (a), 17 (b), 17 (c), 18, 19
244 - 245
S2-2
Processes for engaging with value chain workers about
impacts
22, 22 (a), 22 (b), 22 (c), 22 (e), 23
245
S2-3
Processes to remediate negative impacts and channels for
value chain workers to raise concerns
27 (a), 27 (b), 27 (c), 27 (d), 28
245
S2-4
Taking action on material impacts on value chain
workers, and approaches to managing material risks
and pursuing material opportunities related to value
chain workers, and effectiveness of those action
32 (a), 32 (b), 32 (c), 32 (d), 33 (a), 33 (b), 33
(c), 34 (a), 34 (b), 35
246
Metrics and targets
S2-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material
risks and opportunities
41, 42 (a), 42 (b), 42 (c)
246 - 247
ESRS S3
Affected
communities
Interests and views of
stakeholders
SBM-2
Interests and views of stakeholders
7
248 -249
SBM-3
Material impacts, risks and opportunities and their
interaction with strategy and business model
8 (a), 8 (b), 9, 9 (a)i, 9 (a)ii, 9 (a)iii, 9 (b)i, 9
(b)ii, 9 (c), 9 (d), 10, 11
249 - 250
Impact, risk and
opportunity
management
S3-1
Policies related to affected communities
14, 16, 16 (a), 16 (b), 16 (c), 17, 18
250 - 251
S3-2
Processes for engaging with affected communities
about impacts
21, 21 (a), 21 (b), 21 (c), 21 (d), 22
251 - 252
S3-3
Processes to remediate negative impacts and channels
for affected communities to raise concerns
27 (a), 27 (b), 27 (c), 27 (d), 28
252 - 253
S3-4
Taking action on material impacts on affected
communities, and approaches to managing material
risks and pursuing material opportunities related to
affected communities, and effectiveness of those
actions
32 (a), 32 (b), 32 (c), 32 (d), 33 (a), 33 (b), 33
(c), 34 (a), 34 (b), 35, 36, 38
253 - 254
284
Standard
Transversal /
Topical
Reporting area
No.
Designation of Disclosure Requirements (DR)
DR No.
Page
Metrics and targets
S3-5
Targets related to managing material negative impacts,
advancing positive impacts, and managing material
risks and opportunities
39 (a), 39 (b), 39 (c), 41, 42 (a), 42 (b), 42 (c)
255 - 256
ESRS S4
Consumers and
end-users
Strategy
SBM-2
Policies related to consumers and end-users
8
257 - 258
SBM-3
Processes for engaging with consumers and end-users
about impacts
9 (a), 9 (b), 10, 10 (a)i, 10 (a)ii, 10 (a)iii, 10
(a)iv, 10 (b), 10 (c), (d), 11, 12
258 - 260
Impacts, risks and
opportunities
management
S4-1
Processes to remediate negative impacts and channels
for consumers and end-users to raise concerns
15, 16 (a),16 (b), 16 (c), 17
260 - 261
S4-2
Taking action on material impacts on consumers and
end-users, and approaches to managing material risks
and pursuing material opportunities related to
consumers and end- users, and effectiveness of those
actions
20, 20 (a), 20 (b), 20 (c), 20 (d), 21
261 - 262
S4-3
Targets related to managing material negative impacts,
advancing positive impacts, and managing material
risks and opportunities
23, 25 (a), 25 (b), 25 (c), 25 (d), 26
263
S4-4
Policies related to consumers and end-users
28, 30, 31 (a), 31 (b), 31 (c), 31 (d), 32 (a), 32
(b), 32 (c), 33 (a), 33 (b), 34, 35, 37
263 -264
Metrics and targets
S4-5
Processes for engaging with consumers and end-users
about impacts
38 (a), 38 (b), 38 (c), 40, 41 (a), 41 (b), 41 (c)
265
GOVERNANCE
Business
conduct
Business
conduct
Governance
GOV-1
The role of the administrative, supervisory and
management bodies
5 (a), 5 (b),
266 - 267
Impacts, risks and
opportunities
management
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
6
267 - 268
G1-1
Corporate culture and business conduct policies and
corporate culture
7, 9, 10 (a), 10 (b), 10 (c)i, 10 (c)ii, 10 (e), 10
(g), 10 (h)
268 - 271
G1-2
Management of relationships with suppliers
14, 15 (a), 15 (b)
271 -272
G1-3
Prevention and detection of corruption and bribery
18 (a), 18 (b), 18 (c), 20, 21 (a), 21 (b), 21 (c)
272 - 274
Metrics and targets
G1-4
Confirmed incidents of corruption or bribery
24 (a), 24 (b), 25 (a), 25 (b), 25 (c)
274
G1-5
Political influence and lobbying activities
Not material
-
G1-6
Payment practices
33 (a), 33 (b), 33 (c), 33 (d)
274 -276
Additional
topic
Cybersecurity
Impacts, risks and
opportunities
management
IRO-1
Description of the processes to identify and assess
material impacts, risks and opportunities
277 - 278
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2025
PREPARED IN ACCORDANCE WITH THE OMFP NO. 2844/2016
AND INTERNATIONAL FINANCIAL REPORTING STANDARDS
AS ADOPTED BY THE EUROPEAN UNION, AS REVISED
CONTENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
4
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
5
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
6
CONSOLIDATED STATEMENT OF CASH FLOWS
7
1. GENERAL INFORMATION
8
2. BASIS OF ACCOUNTING
10
3. USE OF ESTIMATES AND JUDGEMENTS
11
4. MATERIAL ACCOUNTING POLICIES
12
5. SEGMENT REPORTING
27
6. REVENUE
31
7. OTHER OPERATING INCOME
32
8. EMPLOYEE BENEFITS EXPENSES
32
9. SERVICES AND UTILITIES EXPENSES
33
10. OTHER GAINS / (LOSSES) - NET
33
11. FINANCE INCOME AND FINANCE COSTS
33
12. INCOME TAX
34
13. EARNINGS PER SHARE
34
14. BUSINESS COMBINATIONS
35
15. GOODWILL
36
16. OTHER INTANGIBLE ASSETS
40
17. PROPERTY, PLANT AND EQUIPMENT
42
18. INVENTORIES
43
19. TRADE RECEIVABLES
43
20. OTHER CURRENT ASSETS
44
21. CASH AND CASH EQUIVALENTS
44
22. SHARE CAPITAL AND RESERVES
44
23. NON-CONTROLLING INTERESTS
45
24. BORROWINGS
48
25. LEASES
51
26. TRADE AND OTHER PAYABLES
52
27. GOVERNMENT GRANTS
53
28. DEFERRED TAX
53
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT
55
30. CAPITAL MANAGEMENT
61
31. RELATED PARTIES
61
32. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
63
33. COMMITMENTS AND CONTINGENCIES
64
34. EVENTS AFTER THE REPORTING PERIOD
65
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
The Explanatory Notes attached form an integral part of these consolidated financial statements.
4

|  | Notes | 2025 | 2024
Revenue from contracts with customers |  | 6 | 629,502,779 | 599,182,219
Other operating income |  | 7 | 1,419,935 | 1,777,099
Changes in inventories of finished goods and work in progress |  |  | (8,957,480) | 14,950,984
Raw materials, consumables used and merchandise costs |  |  | (409,763,538) | (396,636,331)
Depreciation and amortisation |  | 16,17,25 | (32,458,428) | (30,613,323)
Employee benefits expenses |  | 8 | (104,143,984) | (95,823,794)
Advertising costs |  |  | (5,355,643) | (9,789,385)
Services and utilities expenses |  | 9 | (59,278,952) | (53,460,780)
Other gains/(losses) – net |  | 10 | 65,874 | 3,738,698
Impairment of non-current assets |  | 15,16 | (10,612,259) | -
Operating profit/ (loss) |  |  | 418,304 | 33,325,387
Financial income |  | 11 | 159,165 | 307,234
Financial costs |  | 11 | (31,524,224) | (26,144,393)
Net finance result |  |  | (31,365,059) | (25,837,159)
Profit/(loss) before income tax |  |  | (30,946,755) | 7,488,228
Income tax expense |  | 12 | (638,698) | (1,611,596)
Profit/(loss) for the period from continuing operations |  |  | (31,585,453) | 5,876,632
Other comprehensive income: |  |  |  |
Items that may be reclassified to profit or loss: |  |  |  |
Exchange differences on translation of foreign operations |  |  | 190,151 | (114,749)
Items that will not be reclassified to profit or loss: |  |  |  |
Revaluation of property, plant and equipment |  |  | - | 2,821,362
Deferred tax on revaluations of property, plant and equipment |  |  | - | (451,418)
Other comprehensive income, net of tax |  |  | 190,151 | 2,255,195
Total comprehensive income for the year |  |  | (31,395,302) | 8,131,827
Profit/ (loss) is attributable to: |  |  |  |
- | Owners of the Company |  | (27,962,312) | 1,520,816
- | Non-controlling interests |  | (3,623,141) | 4,355,816
|  |  | (31,585,453) | 5,876,632
Total comprehensive income is attributable to: |  |  |
- | Owners of the Company |  | (27,848,221) | 3,821,911
- | Non-controlling interests |  | (3,547,081) | 4,309,916
|  |  | (31,395,302) | 8,131,827
Basic and diluted earnings per share |  | 13 | (0.115) | 0.006

These consolidated financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
The Explanatory Notes attached form an integral part of these consolidated financial statements.
5
Notes

|  | 31 December | 31 December
|  | 2025 | 2024
ASSETS |  |  |
Non-current assets |  |  |
Goodwill | 15 | 87,999,441 | 94,134,182
Other Intangible assets | 16 | 107,013,411 | 117,388,500
Property, plant and equipment | 17 | 237,547,023 | 238,928,232
Right-of-use assets | 25 | 19,470,509 | 11,087,779
Non-current financial assets |  | 4,456,913 | 722,785
Total non-current assets |  | 456,487,297 | 462,261,478
Current assets |  |  |
Inventories | 18 | 98,396,518 | 113,373,491
Trade receivables | 19 | 75,441,232 | 93,823,107
Other current financial assets | 20 | 5,162,934 | 12,885,757
Prepayments |  | 2,443,357 | 1,415,056
Cash and cash equivalents | 21 | 24,182,258 | 33,335,995
Total current assets |  | 205,626,299 | 254,833,406
TOTAL ASSETS |  | 662,113,596 | 717,094,884
EQUITY AND LIABILITIES |  |  |
Capital and reserves |  |  |
Share capital |  | 248,672,220 | 248,672,220
Share premium |  | 44 | 44
Revaluation reserve |  | 18,822,243 | 18,822,243
Other reserves |  | 448,963 | 334,872
Retained earnings |  | (85,037,462) | (57,063,967)
Total equity attributable to owners of the Company | 22 | 182,906,008 | 210,765,412
Non-controlling interests | 23 | 18,707,154 | 24,042,654
Total equity |  | 201,613,162 | 234,808,066
Non-current liabilities |  |  |
Borrowings | 24 | 143,313,558 | 161,980,142
Lease liability | 25 | 9,542,346 | 6,016,509
Government grants | 27 | 5,364,805 | 2,003,796
Deferred tax liabilities | 28 | 22,896,466 | 23,982,909
Total non-current liabilities |  | 181,117,175 | 193,983,356
Current liabilities |  |  |
Borrowings | 24 | 125,659,978 | 130,039,779
Lease liability | 25 | 4,293,836 | 3,233,709
Liabilities related to acquisitions of subsidiaries | 14 | 12,746,250 | 37,305,750
Trade and other payables | 26 | 125,349,001 | 106,074,195
Employee benefits - current |  | 7,969,231 | 6,843,919
Current tax liabilities | 28 | 1,249,085 | 1,719,138
Government grants | 27 | 2,115,878 | 3,086,972
Total current liabilities |  | 279,383,259 | 288,303,462
TOTAL LIABILITIES |  | 460,500,434 | 482,286,818
TOTAL EQUITY AND LIABILITIES |  | 662,113,596 | 717,094,884

These consolidated financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
The Explanatory Notes attached form an integral part of these consolidated financial statements.
6

| Share | Share | Revaluation | Other | Retained | Total capital | Non- | Total
| capital | premium | reserve | reserves | earnings | attributable to owners | controlling | equity
|  |  |  |  |  | of the Company | interests |
Balance as at 31 December 2023 | 176,945,730 | 38 | 16,452,299 | 403,721 | (32,782,295) | 161,019,493 | 22,579,427 | 183,598,920
Result for the year - profit | - | - | - | - | 1,520,816 | 1,520,816 | 4,355,816 | 5,876,632
Other comprehensive income | - | - | 2,369,944 | (68,849) | - | 2,301,095 | (45,900) | 2,255,195
Total comprehensive result for the year | - | - | 2,369,944 | (68,849) | 1,520,816 | 3,821,911 | 4,309,916 | 8,131,827
Transactions with owners in their capacity as owners: |  |  |  |  |  |  |  |
Capital contribution | 71,726,490 | 6 | - | - | - | 71,726,496 | - | 71,726,496
Transaction costs on issuance of shares | - | - | - | - | (203,495) | (203,495) | - | (203,495)
Non-controlling interests on acquisition of subsidiary (note 13) | - | - | - | - | - | - | 8,910,330 | 8,910,330
Transactions with non-controlling interests (note 13) | - | - | - | - | (25,598,993) | (25,598,993) | (11,757,019) | (37,356,012)
Balance as at 31 December 2024 | 248,672,220 | 44 | 18,822,243 | 334,872 | (57,063,967) | 210,765,412 | 24,042,654 | 234,808,066
Result for the year - loss | - | - | - | - | (27,962,312) | (27,962,312) | (3,623,141) | (31,585,453)
Other comprehensive income | - | - | - | 114,091 | - | 114,091 | 76,060 | 190,151
Total comprehensive result for the year | - | - | - | 114,091 | (27,962,312) | (27,848,221) | (3,547,081) | (31,395,302)
Transactions with owners in their capacity as owners: |  |  |  |  |  |  |  |
Dividends paid to NCI | - | - | - | - | - | - | (1,788,449) | (1,788,449)
Transaction costs on issuance of shares | - | - | - | - | (11,183) | (11,183) | - | (11,183)
Transactions with non-controlling interests (note 13) | - | - | - | - | - | - | 30 | 30
Balance as at 31 December 2025 | 248,672,220 | 44 | 18,822,243 | 448,963 | (85,037,462) | 182,906,008 | 18,707,154 | 201,613,162

These consolidated financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified
The Explanatory Notes attached form an integral part of these consolidated financial statements.
7

| 2025 | 2024
Result before tax | (30,946,755) | 7,488,228
Adjustments for: |  |
Depreciation and amortisation | 32,458,428 | 30,613,323
Impairment of non-current assets | 10,612,259 | -
Amortisation of government grants (note 27) | (1,131,301) | (1,151,995)
Movements in allowance for expected credit losses | 773,334 | (156,301)
Impairment of current assets | (594,363) | (1,407,992)
Interest income | (158,153) | (300,959)
Interest expenses | 20,269,558 | 21,889,391
Unrealized foreign exchange loss | 5,285,771 | (97,408)
Net (gain)/loss on sale of non-current assets | (249,586) | (530,255)
Change in operating assets and liabilities, net of effects from purchase of controlled entity: |  |
Decrease/(Increase) of trade and other receivables | 28,109,977 | (20,831,425)
Decrease/(Increase) of inventories | 15,571,336 | (14,482,868)
Increase of trade and other payables | 19,191,270 | 32,086,894
Increase in long-term receivables | (2,204,578) | (687,985)
Cash flows from operating activities | 96,987,197 | 52,430,648
Income tax paid | (2,195,193) | (1,473,526)
Net cash generated from operating activities | 94,792,004 | 50,957,122
Cash flows from investing activities: |  |
Payment for the acquisition of a subsidiary, net of cash (note 13) | (25,405,500) | (40,757,387)
Payments for acquisition of property, plant and equipment | (22,687,159) | (23,218,673)
Payments for acquisition of intangible assets | (1,261,275) | (62,061)
Cash placed as collateral | (1,529,550) | -
Receipt of government grants | 56,351 | 1,053,670
Interest received | 158,153 | 300,959
Proceeds from the sale of property, plant and equipment | 3,350,051 | 1,194,699
Net cash used in investing activities | (47,318,929) | (61,488,793)
Cash flows from financing activities: |  |
Proceeds from borrowings (note 24, 31) | 61,977,096 | 130,574,790
Repayment of borrowings (note 24, 31) | (89,445,405) | (115,284,673)
Interest paid | (18,939,139) | (20,437,577)
Dividends paid to non-controlling interests | (1,409,113) | -
Repayments of lease liabilities | (8,989,219) | (4,482,077)
Proceeds from shares issued | - | 15,313,720
Transaction costs related to shares issuance | (11,183) | (203,495)
Net cash (used in)/generated from financing activities | (56,816,963) | 5,480,688
Net decrease in cash and cash equivalents | (9,343,888) | (5,050,983)
Cash and cash equivalents at the beginning of the financial year | 33,335,995 | 38,501,727
Effects of exchange rate changes on cash and cash equivalents | 190,151 | (114,749)
Cash and cash equivalents at the end of year | 24,182,258 | 33,335,995

These consolidated financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
8
1.
GENERAL INFORMATION
Roca Industry Holdingrock1 S.A. (the "Company", the "Parent-Company" or "Roca Industry") is a Romanian company, established in
September 2021, with the registered office being at 4 Gara Herastrau Street, building A, floor 3, District 2, Bucharest, postal code
020334 . The Company is registered with the Trade Register under number J2021016918408 and has Unique Registration Code (CUI)
44987869.
Roca Industry Holdingrock1 SA is a listed entity on the Bucharest Stock Exchange main category since 11 March 2024, under the
symbol “ROC1”.
Roca Industry is the first strategic project of SOCIETATEA DE INVESTITII ALTERNATIVE CU CAPITAL PRIVAT ROCA INVESTMENTS S.A.
(“ROCA INVESTMENTS”), currently Fortalis Holding, which groups under the umbrella of a specialized holding, romanian companies
producing construction materials. The aim of the project is to develop and scale strong and sustainable local brands both on the basis
of a common strategy and through the synergies generated by their activity. In a fragmented global economy, Roca Industry is
building a structure capable of adapting fast to multiple and unpredictable changes.
The Company’s subsidiaries activate in the field of construction materials, i.e. in the production of fiberglass and fibergla ss
reinforcement (BICO Group), production of varnishes, paints, and decorative plasters (EVOLOR), production of doors for residential
buildings (VELTADOORS - after the merger that took place in December 2024, when WORKSHOP DOORS absorbed ECO EURO DOORS),
production of edged panels and fencing mesh (DIAL), and as well as production of low-voltage copper and aluminium electrical cables
(ELECTROPLAST). More Information on the Group’s structure is provided in Note 1 Subsidiaries, and information on other related
party relationships of the Group is provided in Note 31 – Related parties.
BICO Industries SA is a company established in 2006, identified on the market under the BICO brand, being the first and largest
national producer of fiberglass mesh and the only domestic manufacturer of fiberglass reinforcement. It operates in the production
facilities in two facilities from Romania (Piatra Neamț and Vaslui), two from Republic of Moldova, through TERRA IMPEX S.R.L.
(“Terra”) and one in Lithuania, Iranga Technologijos ("Iranga").
EVOLOR SRL (‘‘EVOLOR”) is a company incorporated in 1993, focused on the production of paints, primers, varnishes, thinners,
washables, adhesives, decorative plasters and dyes. EVOLOR sells its own products under the Sticky and Coral brands, addressing
both the low-priced and premium products markets.
DIAL S.R.L. (“Dial”) is a company with an experience of more than 20 years, specialising in the production of fence edged pan els,
fencing mesh, Rabitz mesh, rectangular pillars and many more. The company’s activity is carried out in its factory in Hârșova.
ELECTROPLAST SA ("Electroplast"), with an experience of over 30 years in the manufacture of low voltage copper and aluminium
electrical cables, is a company founded in 1993, with headquarters in Bistrita, Bistrita-Nasaud county.
VELTADOORS SRL ("Veltadoors", former WORKSHOP DOORS S.R.L.), is the largest Romanian manufacturer of doors intended for
residential buildings. The Company offers a wide range of products, addressing both the clients’ needs for standard products and the
needs of those seeking non-standard sizes. In December 2024, the company absorbed ECO EURO DOORS following the merger
process.
For further information please see Note 13 – Business combination.
These consolidated financial statements are presented in RON. Foreign operations are included in accordance with the policies set
out in Note 4 – Material accounting policies.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
9
1. GENERAL INFORMATION (continued)
Subsidiaries
The consolidated financial statements of the Group include:

Name of | Principal | Place of |  | Ownership held |  | Ownership held by
subsidiary | activities | incorporation |  | by the Group | non-controlling interests
|  | and operation | 31.12.2025 | 31.12.2024 | 31.12.2025 | 31.12.2024
Evolor S.A. (‘Evolor’) | Varnishes, paints and | Romania | 99.9916% | 100% | 0.0084% | -
| decorative plasters |  |  |  |  |
Bico Industries S.A. (‘Bico”)* | Fiberglass and fiberglass | Romania | 60% | 60% | 40% | 40%
| reinforcement |  |  |  |  |
Terra Impex S.R.L. (‘TI’, | Fiberglass and fiberglass | Republic of | 60% | 60% | 40% | 40%
‘Terra’)* | reinforcement | Moldova |  |  |  |
Iranga Technologijos UAB | Fiberglass and fiberglass | Lithuania | 60% | 60% | 40% | 40%
(‘Iranga’) | reinforcement |  |  |  |  |
Dial S.A. (‘Dial’) | Edged panels and fencing | Romania | 99.99986% | 100% | 0.00014% | -
| mesh |  |  |  |  |
Electroplast S.A. (‘ELP’) | Copper and aluminium | Romania | 99.999975% | 99.999975% | 0.000025% | 0.000025%
| electric cables |  |  |  |  |
VeltaDoors S.A. | Doors for residential | Romania | 99.9889% | 100% | 0.0111% | -
(‘Veltadoors’) ** | buildings |  |  |  |  |

* II merged with Europlas and TI in October 2024; TI was the absorbing entity
** Workshop was acquired in two steps during 2024 - 70% in February 2024 and remaining 30% in October 2024. At the end of 2024 Workshop
Doors merged with E coEuro Doors, when Workshop Doors was the absorbing entity and it was renamed VeltaDoors.
As at 31 December 2025, the Group owns directly 60% of Bico Industries (31 December 2024: 60%) and indirectly owns 60% (31
December 2024: 60%) of Terra and Iranga, through by Bico Industries which fully owns these subsidiaries.
In September 2024, respectively June 2025, the Board of Directors of ROCA Industry approved the change in legal form from a limited
liability company (SRL) to a joint-stock company (SA) for three of its subsidiaries – Evolor, Dial, and Veltadoors. The decision was
made to improve corporate governance practices both at the parent company level and across the portfolio entities, by adopting a
management structure aligned with best practice standards, aiming to optimize the decision-making process.
The legal transformations were completed in June 2025, in accordance with the provisions of Article 10, paragraph (1) of Law no.
31/1990, which stipulates that a joint-stock company must have a minimum share capital of 90,000 RON and at least two
shareholders. To meet this legal requirement, ROCA INVESTMENTS S.A., the majority shareholder of ROCA Industry, acquired one
share in each of the three companies concerned.
In the case of Veltadoors, in order to meet the minimum share capital requirement, ROCA Industry approved the partial conversion
of a loan granted to the company into shares, amounting to 87,680 RON, based on a loan agreement and Addendum No. 2, signed
on June 4, 2025.
Majority shareholder
The majority shareholder of the Company is SOCIETATEA DE INVESTITII ALTERNATIVE CU CAPITAL PRIVAT ROCA INVESTMENTS S.A.
(‘Roca Investments S.A.’ – currently Fortalis Holding) , an investment fund, which holds 66.04 % (2024: 65.95 %) of its ordinary shares,
based in Romania.
Associate
As at 31 December 2025, the Group does not hold any investments in associates.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
10
1. GENERAL INFORMATION (continued)
Group Management
The management of the Group consist s of the Board of Directors of each company, together with the executive management.
At the level of Roca Industry, as at 31 December 2025, the Board of Directors consists of: Rudolf Vizental - President of BoD,
Adela Smeu, Dan Liviu Morutan, Victoriț a Șter-Chelba and Iuliu Ciprian Patrascu.
The executive management of Roca Industry consists of: Ioan Adrian Bindea - Chief Executive Officer, Raluca Ghiță — Financial
Director, Alexandru Fogarasi — Commercial Director, Stefan Szitas — Operational Director.
The remuneration of the management is shown in Note 31 - Related Parties.
2.
BASIS OF ACCOUNTING
2.1
Basis for preparation
Compliance with IFRS
These financial statements are the consolidated financial statements of the Group formed by Roca Industry Holdingrock1 SA ("the
Company" or "Roca Industry" or "the Parent Company") and its subsidiaries, together the "Roca Industry Group" or the “Group”,
prepared in accordance with Minister of Finance Order no. 2844/2016 (“OMFP 2844/ 2016”) and approving the accounting
regulations compliant with the International Financial Reporting Standards as adopted by the European Union (“IFRS EU”), with all
subsequent modifications and clarifications.
The consolidated financial statements were authorized for issue by the Board of Directors on 28 April 2026 and will be submitted for
shareholders’ approval in the meeting scheduled on 28 May 2026.
The Company also issues an original version of the consolidated financial statements prepared in accordance with OMFP 2844 /2016
and IFRS-EU in Romanian language, that will be used for submitting to the Bucharest Stock Exchange, which is the original binding
version.
Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis, except for certain class of property, plant and
equipment measured at revalued amount (fair value).
Going concern
For the year ended 31 December 2025, the Group and its subsidiaries recorded an operating profit of RON 418,304, a net financ e
loss of RON 31,365,059 and a net loss for the year of RON 31,585,453. Notwithstanding the reported net loss, the Group generated
positive EBITDA of RON 43,239,400 and positive operating cash flows of RON 96,987,197 — an increase of RON 44,556,549 (+85%)
compared with 2024 (RON 52,430,648). As at 31 December 2025, the Company’s current liabilities exceeded its current assets by
RON 73,756,960 (31 December 2024: RON 33,470,056). An individually large current liability is an intercompany loan from the Parent
company, including interest of RON 30,307,998, classified as a current liability in the statement of financial position. These conditions
indicate the existence of events or conditions that could raise doubts about the Company’s ability to continue as a going concern and
were considered by management in its going concern assessment. In assessing the appropriateness of the going concern basis of
accounting, management has prepared budgets/cash flow forecasts covering a period of at least twelve months from the end of the
financial year, taking into account the expected operating performance, working capital needs and financing arrangements of the
Group. The main assumption are related to:
• the operational performance of the group though continuing generating a positive EBITDA;
• refinancing existing credit facilities agreements coming due in 2026.
As of the date of these financial statements the Group has obtained from a new lender a document setting out the preliminary
financing terms for all the loans and credits of its subsidiary Veltadoors, with a balance of RON 59,112,834 as at 31 December 2025,
of which 23,812,060 are presented in Borrowing current (existing loans and other credit facilities from Raifeissen Bank and First
Bank); Terra Impex, contracted in February 2026 new investment and working capital loans in amount of RON 16,800,000.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
11
2. BASIS OF ACCOUNTING (continued)
Management expects that the principal amount and the financing terms will remain within limits consistent with the Company’s
historical financing arrangements and that the Group’s existing remaining short -term credit facilities will be renewed and/or
extended as they fall due, based on the Group’s established relationships with its lending banks and the historical practice of renewing
such facilities in the ordinary course of business, as well as based on the fact that the subsidiaries have recorded improved (unaudited)
results for first quarter of 2026 .
Financial support from the Parent company;
On 20 April 2026, the company obtained a letter of support from its Parent. In this letter, the Parent confirms that it is th e Parent’s
intention to extend the maturity of the intercompany loan with a balance outstanding of RON 30,307,998, including interest by at
least 30 July 2027. The forecasts based on the above assumptions indicate that, the Company would have sufficient liquidity to settle
its obligations as they fall due throughout the assessment period and thus the application of the going concern assumption in the
preparation of the consolidated financial statements is appropriate.
2.2
New and amended standards adopted by the Group
The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after
1 January 2025 (unless otherwise stated):
Lack of Convertibility – Amendments to IAS 21
In June 2024, the IASB issued amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates," applicable for annual
reporting periods beginning on or after January 1, 2025. The amendments clarify how an entity should assess whether a currency is
convertible and how to determine the spot exchange rate when convertibility is lacking.
The amendments also require the disclosure of information that enables users of the financial statements to understand how th e
lack of convertibility between currencies affects or is expected to affect the entity's financial performance, financial position, and
cash flows
The amendment does not have an impact on the Group’s financial statements.
2.3 New standards and amendments to the existing standards issued by IASB but not yet adopted by the EU
The following amended standards are effective for annual periods beginning after 1 January 2026 and the Company has not early
adopted:
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) – effective
for annual reporting periods beginning on or after 1 January 2026;
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) - effective for annual reporting
periods beginning on or after 1 January 2026;
• IFRS 18 Presentation and Disclosure in Financial Statements - effective for annual reporting periods beginning on or after 1
January 2027;
• IFRS 19 Subsidiaries without Public Accountability: Disclosures - effective for annual reporting periods beginning on or after
1 January 2027;
• Annual Improvements to IFRS Standards – volume 11 - effective for annual reporting periods on or after 1 January 2026.
3.
USE OF ESTIMATES AND JUDGEMENTS
The preparation of these consolidated financial statements in accordance with the IFRS as adopted by the European Union requires
the Group’s management to use estimates and assumptions that affect the application of accounting policies, as well as the re ported
value of assets and liabilities. Actual results may differ from estimated values.
Estimates and judgments are continuously reviewed. Revisions of accounting estimates are recognized in the period in which th e
estimate is revised, if the revision affects only that period, or in the current period and future periods, if the revision affects both the
current period and future periods.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
12
3. USE OF ESTIMATES AND JUDGEMENTS (continued)
3.1 Judgements
The following judgements have been made by management in applying the Company’s accounting policies and have the most
significant effect on the amounts recognised in the consolidated financial statements:
• Control over investees. Management has concluded that the Company controls each of Evolor, Electroplast, Bico Industries,
VeltaDoors and Dial within the meaning of IFRS 10 on the basis of its majority ownership interest (60% to 99,99%) and the
absence of any substantive participating rights held by other parties.
• Note 14 and 15 – Impairment testing – Cash generating units. Management exercises judgement in determining the
appropriate level of grouping assets into CGUs, based on the fact that they share significant common infrastructure.
• Note 14 and 15- Estimated impairment of goodwill and other intangible assets.
•
Note 15 Other intangible assets- determining and reviewing the useful life of certain intangible
assets.
3.2 Key sources of estimation uncertainties
The estimates and assumptions that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year relate to the assumptions used in impairment testing of Goodwill and other intangible assets
- including the projection of future cash flows, the discount rates, the long-term growth rates, EBITDA margins. The detailed sensitivity
analysis and sources of estimation uncertainty are presented in Note 14 — Goodwill, Note 13 Business combinations– fair value of
the consideration transferred (including contingent consideration) and fair value of the assets acquired and liabilities assumed,
measured on a provisional basis.
4. MATERIAL ACCOUNTING POLICIES
a)
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries on 31 December 20 25
and 31 December 2024, Control is obtained when the Group is exposed or has rights to variable returns from its involvement in the
investee and has the ability to affect these returns by its power over the investee. Specifically, the Group controls an investee if and
only if the Group has:
✓ Power over the investee (i,e, existing rights that give it the current ability to direct the relevant activities of the investee);
✓ Exposure or rights to variable returns from its involvement in the investee;
✓ Ability to use its power over the investee to influence its profitability,
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group
has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including:
✓ The contractual arrangement(s) with the other holders of the investee’s votes;
✓ Rights arising from other contractual arrangements;
✓ The voting rights and potential voting rights of the Group,
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or
more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and
ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
13
4. MATERIAL ACCOUNTING POLICIES (continued)
a) Basis of consolidation (continued)
Profit or loss account and each component of OCI are attributed to the equity holders of the parent of the Group and to the non-
controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are
made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All
intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group
are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest
and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised
at fair value.
b)
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of
the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in
the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at
fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred
and included in administrative expenses.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive
process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is
critical to the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills,
knowledge, or experience to perform that process or it significantly contributes to the ability to continue producing outputs and is
considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing
outputs.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification a nd
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
This includes the separation of embedded derivatives in host contracts by the acquiree.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent
consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingen t
consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 Financial Instruments, is
measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other
contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in fair
value recognised in profit or loss.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised
for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). If the
fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has
correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then the gain is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing,
goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that
are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
14
4. MATERIAL ACCOUNTING POLICIES (continued)
b) Business combinations and goodwill (continued)
Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the
goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain o r
loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and
the portion of the cash-generating unit retained.
The Group has elected to account for business acquisitions under common control based on fair values, applying IFRS 3 busines s
combination accounting.
c)
Investing in associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial
and operating policy decisions of the investee, but is not control over those policies. This is generally the case where the Group holds
between 20% and 50% of the voting rights.
The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries.
The Group’s investment in its associate is accounted for using the equity method.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the
Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements i n other
comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates are
recognised as a reduction in the carrying amount of the investment.
Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment separately.
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other
unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the other entity.
Unrealised gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of t he
interest in the associate.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit or loss outside
operating profit and represents profit or loss after tax and noncontrolling interests in the subsidiaries of the associate.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustment s
are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment
in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the
recoverable amount of the associate and it’s carrying value, and then recognises the loss within ‘Share of profit of an associate’ in
the statement of profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value.
Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
15
4. MATERIAL ACCOUNTING POLICIES (continued)
d)
Revenue from contracts with customers
The Group produces and sells a range of construction materials: fiberglass and fiberglass reinforcements, varnishes, paints a nd
decorative plasters, doors for residential buildings, edged panels and fencing mesh, as well as copper and aluminium electric cables.
Revenue from contracts with customers is recognized at a point in time when control of the goods is transferred to the customer (i,e,
at the point in time when the products are delivered to the customer) at a value that reflects the consideration to which the group
expects to be entitled in exchange for the goods. Delivery takes place when the products have been shipped to the specified location,
the risk of loss has been transferred to the customer and either the customer has accepted the products in accordance with the sales
contract, acceptance clauses have expired, or the Group has objective evidence that all acceptance criteria have been met, A claim
is recognized when the goods are delivered, i,e, when the consideration is unconditional, because it is only necessary to pass the time
before the payment due.
Revenue from the sale of construction materials is recognized when control of the asset is transferred to the customer, generally
when delivery of construction material to the customer's location.
The group shall consider whether there are other contractual promises that constitute separate performance obligations to which
part of the transaction price has to be allocated (e,g, guarantees). In determining the transaction price for the sale of construction
materials, the Group takes into account the effects of variable consideration, the existence of a significant funding component and
consideration payable to the customer.
Variable consideration
If the consideration of a contract includes a variable amount, the Group estimates the amount of consideration to which it will be
entitled in exchange for the transfer of the goods to the customer. Variable consideration is estimated at the beginning of the contract
and is limited until a significant reversal of the amount of recognized cumulative revenue is highly likely not to occur when the
uncertainty associated with variable consideration is resolved later.
Volume reductions
The Group can grant retrospective volume reductions if the quantity of construction materials purchased during the period exceeds
a certain threshold.
e)
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business
combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any
accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development
costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful life are amortised over the useful economic life and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset
with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or
method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets wit h
finite lives is recognised in the statement of profit or loss in the expense category that is consistent with the function of the intangible
assets.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually or at the
cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues
to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
16
4. MATERIAL ACCOUNTING POLICIES (continued)
e) Intangible assets (continued)
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits
are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.
Trademarks, licenses and customer contracts
Trademarks and licences acquired separately are presented at historical cost. Trademarks, licences and customer contracts acquired
in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and are subsequently
carried at cost less accumulated amortisation and impairment losses.
Useful life
The group amortises intangible assets with a limited useful life, using the straight-line method over the following periods:
✓ Trademarks: 20 years
✓ Customer contracts: 20 years
✓ Licenses: 4 years
✓ Software: 3 years
f)
Property, plant and equipment
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the
statement of financial position at their revalued amounts, being the fair value at the date of revaluation, less any accumulated
depreciation and accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying
amount does not differ materially from that which would be determined using fair values at the reporting date.
Any revaluation increase arising on the revaluation of such land and buildings is credited to the properties revaluation reserve, except
to the extent that it reverses a revaluation decrease for the same asset previously recognised as an expense, in which case the
increase is credited to profit or loss to the extent of the decrease previously expensed. A decrease in carrying amount arising on the
revaluation of such land and buildings is charged as an expense to the extent that it exceeds the balance, if any, held in the properties
revaluation reserve relating to a previous revaluation of that asset.
Depreciation on revalued buildings is recognised in profit or loss. On the subsequent sale or retirement of a revalued property, the
attributable revaluation surplus remaining in the properties revaluation reserve is transferred directly to retained earnings.
Tangible assets, other than buildings and land, are measured at cost less accumulated depreciation and impairment losses. Cos t
includes the purchase price, import duties, non-refundable purchase taxes and fees, any directly attributable costs of bringing the
asset into its working condition and to the location for its intended use. Depreciation of these assets, determined on the same basis
as other property assets, commences when the assets are ready for their intended use. Land and assets under construction are not
depreciated.
Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method. Depreciation is computed on the
amounts of tangible assets on a straight-line basis down to the assets estimated residual values. Construction in progress and tangible
in progress are not depreciated.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
17
4. MATERIAL ACCOUNTING POLICIES (continued)
f) Property, plant and equipment (continued)
Depreciation methods and useful live, are reassessed at each reporting date, with the effect of any changes in estimate accounted
for on a prospective basis. The depreciation periods, which approximate the estimated useful economic live of the respective assets,
are as follows:
Period
(years)
Buildings
10 - 48
Installations and equipment
3 - 15
Vehicles and means of transport
5
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise
from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
g)
Impairment of non-financial assets
At each reporting date, the Group assesses whether there is an indication that a non-financial asset, other than inventory or deferred
tax assets, may be impaired. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent
of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Gro up
estimates the recoverable amount of the cash-generating unit (“CGU”) to which the asset belongs. When a reasonable a nd consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are
allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into
account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples or other available fair value indicators.
The Group bases its impairment calculation on most recent budgets and forecast calculations, which are prepared separately for each
of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of
five years. A long-term growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories consistent with
the function of the impaired asset, except for properties previously revalued with the revaluation taken to OCI. For such properties,
the impairment is recognised in OCI up to the amount of any previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that
previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s
or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assum ptions
used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited s o that the
carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in
the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation
increase.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
18
4. MATERIAL ACCOUNTING POLICIES (continued)
g) Impairment of non-financial assets (continued)
Goodwill is tested for impairment annually or when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or Group of CGUs) to which the goodwil l
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairmen t
losses relating to goodwill cannot be reversed in future periods.
h)
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract. That is, if the contract conveys the right to
control the use of an identified asset for a period of time in exchange for consideration.
Group as lessee
The Group applies applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use
the underlying assets.
(i) Right-of-use assets
The group recognizes the right-of-use assets at the commencement date of the lease (i,e, on the date on which the underlying asset
is available for use), Right-of-use assets are valued at cost, less any accumulated depreciation and impairment losses, and adjusted
for any revaluation of lease receivables. The cost of right-of-use assets includes the amount of recognized lease receivables, the initial
direct costs incurred and the lease payments made on or before the starting date, minus any lease incentives received. The right-of-
use asset is depreciated using the straight-line method, from the commencement date to the end of the lease term, unless the lease
transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects
that the Group will exercise a purchase option.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the Exercise of a purchase
option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the accounting policies in section Impairment of non-financial assets.
ii) Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to
be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the
Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate.
ii) Lease liabilities (continued)
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce
inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease
liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount
of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes
to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment
of an option to purchase the underlying asset.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
19
4. MATERIAL ACCOUNTING POLICIES (continued)
h) Leases (continued)
The Group determines its incremental borrowing rate by reference to the incremental borrowing rate from the borrowing contracts
signed with the leasing companies.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease exemption to its short-term lease of machinery and equipment (i,e, those leases that have a
lease life of 12 months or less from the commencement date and do not contain a purchase option). The Group also applies the
exemption from recognition of leases of low value assets for leases of office equipment considered to be of low value, Lease payments
on short-term leases and leases of low-value assets are recognized as expenses on a linear basis over the lease term.
Group as lessor
The group did not enter into any lease agreements as a lessor.
i)
Inventories
Inventories are recorded at the lower of cost and net realizable value.
Cost of inventory is generally determined on a first-in/first-out basis basis. The cost of finished goods and work in progress comprises
raw material, direct labour, other direct costs and related production overhead, but excludes borrowing costs. Costs of purchased
inventory are determined after deducting rebates and discounts.
Net realizable value is the estimated selling price in the ordinary course of business, less the cost of completion and costs to be
incurred in marketing, selling and distribution.
j)
Financial instruments
Financial assets – Initial recognition, Classification and subsequent measurement
Non-derivative financial assets
Recognition and initial measurement
Trade receivables are initially recognised when they are originated. All other financial assets and financial liabilities are initially
recognised when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at
fair value plus transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant
financing component is initially measured at the transaction price.
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at:
- amortised cost;
- fair value in other comprehensive income – financial investment; or
- fair value through profit or loss.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing
financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the
change in the business model.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
20
4. MATERIAL ACCOUNTING POLICIES (continued)
j) Financial instruments (continued)
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at fair value
through profit or loss:
- It is held within a business model whose objective is to hold assets to collect contractual cash flows;
- Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is
defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during
a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit
margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual
terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing
or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group consider s:
- contingent events that would change the amount or timing of cash flows;
- terms that may adjust the contractual coupon rate, including variable-rate features;
- prepayment and extension features; and
- terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).
The Group initially classifies its financial assets as measured at amortised cost. These assets are subsequently measured at amortised
cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange
gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Non-derivative financial liabilities
Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at:
• amortised cost or
• fair value through profit or loss.
A financial liability is classified as at fair value through profit or loss if it is classified as held-for-trading, it is a derivative or it is
designated as such on initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and net
gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured
at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit
or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial assets
The Group derecognised a financial asset when
• the contractual rights to the cash flows from the financial asset expire; or
• it transfers the rights to receive the contractual cash flows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the financial asset are transferred; or
• the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of
the financial asset.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
21
4. MATERIAL ACCOUNTING POLICIES (continued)
j) Financial instruments (continued)
Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Group also
derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different,
in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Offsetting
Financial assets and financial liabilities are offset, and the net amount is presented in the statement of financial position when, and
only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net
basis or to realise the asset and settle the liability simultaneously.
Cash and short-term deposits
In the statement of financial position, cash and cash equivalents comprise cash at banks and on hand and short-term highly liquid
deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant
risk of changes in value.
Bank overdrafts are shown within borrowings in current liabilities in the consolidated statement of financial position.
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are
generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognised initially based
on the transaction price, unless they contain significant financing components when they are recognised at fair value. They are
subsequently measured at amortised cost using the effective interest method, less loss allowance. See financial assets accounting
policy for a description of the Group’s impairment policies.
Impairment
The Group applies the simplified approach of IFRS 9 for measuring expected credit losses, using a lifetime expected loss reduction
(ECL) for all commercial receivables. In order to measure the expected credit losses, trade receivables are grouped on the basis of
the common characteristics of credit risk and days of delay.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial
asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount
when the financial asset is 120 days past due based on historical experience of recoveries of similar assets. For corporate customers,
the Group individually assesses an asset with respect to the timing and amount of write-off based on whether there is a reasonable
expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are
written off could still be subject to enforcement activities in order to comply with the Group’s proced ures for recovery of amounts
due. Based on its experience, there have been no corporate.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
22
4. MATERIAL ACCOUNTING POLICIES (continued)
k)
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit
or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are
recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility
to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another part y and
the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in profit or loss as other income
or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting period.
l)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are
unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest
method.
m)
Provisions
Provisions are recognized at the time when the Group has a legal or constructive obligation as a result of past events, when an outflow
of resources embodying economic benefits is required to settle the obligation and for which a credible estimate can be made of the
amount of the obligation, Where there are a number of similar obligations, the probability that an outflow of resources will be
required for settlement shall be determined by assessing the class of obligations as a whole, The provision is recognized even if the
probability of a resource outflow related to any item included in any class of obligations is low, Where the Company expects the
repayment of a provision, for example through an insurance contract, the repayment is recognized as a separate asset, but only when
the repayment is theoretically certain.
Provisions shall be measured at the present value of the estimated expenses necessary for the settlement of the obligation, using a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation, The increase
in the provision due to the passage of time is recognized as interest expense.
n)
Measuring fair value
Fair value is the price that would have received to sell an asset or paid to transfer a liability to an orderly transaction between market
participants at the measurement date, The group shall measure the fair value of an asset or liability on the basis of assumptions that
market participants would use when pricing the asset or liability, assuming that they act to obtain maximum economic benefits.
The group shall use valuation techniques that are appropriate to the circumstances and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable data and minimizing the use of unobservable data, All assets and
liabilities that are measured at fair value in the financial statements shall be included in the fair value hierarchy, depending on the
nature of the input data, as follows:
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
23
4. MATERIAL ACCOUNTING POLICIES (continued)
➢ Level 1 — quoted prices on active markets for identical assets or liabilities that the entity can access at the valuation
date;
➢ Level 2 — data other than quoted prices included in Level 1 that are observable for the asset, either directly or
indirectly;
➢ Level 3 — input data for the asset or liability,
At each reporting date, the Group shall review the values of assets and liabilities that require revaluation or discounting of fair value
in accordance with applied accounting policies, The carrying amount of the Group's main assets and liabilities (cash, trade receivables
and other receivables, trade receivables and other current receivables) is close to their fair value at the reporting date.
o)
Current versus non-current classification
The group shall disclose the assets and liabilities in the statement of financial position on the basis of the current/long-term
classification, An asset is current when:
It is expected that they will be made or are intended to be sold or consumed within the normal operating cycle:
✓ Held primarily for trading purposes;
✓ Expected to be achieved within twelve months of the reporting period;
Or
✓ Cash or cash equivalent, unless it cannot be exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as long-term.
A liability is current when:
✓ It is expected to be settled within the normal operating cycle,
✓ It is primarily held for the purpose of trading,
✓ It must be settled within twelve months after the reporting period,
Or
✓ There is no unconditional right to postpone the settlement of the debt for at least twelve months after the reporting period,
The group classifies all other liabilities as long-term.
Deferred tax assets and liabilities are classified as assets and long-term receivables.
p)
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds. Any excess of the fair value of consideration received over the par value of shares issued,
is presented as a share premium.
q)
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the
Company, on or before the end of the reporting period but not distributed at the end of the reporting period.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
24
4. MATERIAL ACCOUNTING POLICIES (continued)
r)
Taxes
Income tax expenses consist of current tax and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or su bstantively
enacted by the end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will
be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become
payable. The assessment is based on the judgement of tax professionals within the Group supported by previous experience in
respect of such activities and in certain cases based on specialist independent tax advice.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
✓ When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is
not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss,
✓ In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
✓ When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset
or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss,
✓ In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint
arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be
utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or
the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
25
4. MATERIAL ACCOUNTING POLICIES (continued)
r) Taxes (continued)
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised
in correlation to the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are
recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction
in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities
and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Current tax and deferred tax for the financial year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive
income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly
in equity respectively.
s)
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
t)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the group’s entities are measured using the currency of the primary eco nomic
environment in which the entity operates (‘the functional currency’).
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets
and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss. Foreign
exchange gains and losses are presented in the statement of profit or loss, within finance costs. All other foreign exchange gains and
losses are presented in the statement of profit or loss on a net basis within other gains/(losses).
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair
value gain or loss.
Subsidiaries
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a
functional currency different from the presentation currency are translated into the presentation currency as follows:
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
26
4. MATERIAL ACCOUNTING POLICIES (continued)
✓ assets and liabilities for each balance sheet presented are translated at the closing rate on that balance sheet date,
✓ income and expenses for each profit or loss statement and for the statement of comprehensive income are translated at
average exchange rates (unless this is not a reasonable approximation of the cumulative effect of exchange rates prevailing
at transaction dates, in which case income and expenses are converted at transaction dates), and
✓ all resulting exchange differences are recognized in other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and
other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a
foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are
reclassified to profit or loss, as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign
operation and translated at the closing rate.
u)
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in
respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statement of financial
position.
The Group does not grant long term or post-employment benefits.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
27
5.
SEGMENT REPORTING
a)
Information about reportable segment
s
The following tables present revenue, adjusted EBITDA, profit/(loss) before tax, assets and liabilities by reportable segment for the years ended 31 December 2025 and 2024.

| Fiberglass and fiberglass | Varnishes, paints and | Doors for residential | Edged panels and | Electric | Total reportable
2025 | reinforcement | decorative plasters | buildings | fencing mesh | cables | segments
Revenue |  |  |  |  |  |
External customers | 150,585,672 | 105,418,050 | 93,549,821 | 64,486,986 | 215,462,250 | 629,502,779
Other operating income | 660,369 | 72,881 | 483,260 | 83,410 | 117,172 | 1,417,092
Changes in inventories of finished goods and work in progress | (10,801,223) | 2,223,385 | (426,933) | (866,574) | 913,866 | (8,957,479)
Raw materials, consumables used and merchandise costs | (79,186,529) | (63,368,890) | (48,817,869) | (42,955,074) | (175,364,623) | (409,692,985)
Depreciation and amortisation | (9,911,208) | (4,532,324) | (9,539,495) | (2,682,170) | (5,592,072) | (32,257,269)
Employee benefits expenses | (33,221,555) | (18,104,587) | (23,502,299) | (9,469,449) | (16,228,287) | (100,526,177)
Advertising costs | (762,930) | (2,990,438) | (790,257) | (133,462) | (266,593) | (4,943,680)
Impairment of non-current assets | (2,330,000) | - | - | (8,282,259) | - | (10,612,259)
Services and utilities expenses | (20,246,499) | (8,386,339) | (11,137,154) | (6,821,939) | (8,616,307) | (55,208,239)
Other gains/(losses) – net | 371,425 | (444,284) | 80,436 | (63,792) | 110,060 | 53,845
Gain on disposal of property, plant and equipment | 185,174 | - | (15,050) | 4,151 | 63,283 | 237,558
Loss allowance | (146,520) | (433,677) | (195,726) | (28,420) | - | (804,343)
Reversal of Impairment of current assets | 297,887 | (62,613) | 271,673 | (55,803) | 46,777 | 497,921
Other | 34,884 | 52,006 | 19,539 | 16,280 | - | 122,709
EBITDA adjusted * | 7,213,556 | 14,419,777 | 9,454,055 | 4,255,955 | 16,064,255 | 51,407,598
Financial income | 12,167 | 47,496 | 12,701 | 74,718 | - | 147,082
Financial costs | (7,155,581) | (5,167,579) | (5,880,052) | (3,690,355) | (7,363,554) | (29,257,121)
Segment profit/(loss) before tax | (11,985,892) | 4,767,370 | (5,967,841) | (10,319,960) | 3,171,912 | (20,334,411)
Total assets | 157,991,649 | 128,055,712 | 157,410,132 | 62,107,960 | 154,555,442 | 660,120,895
Total liabilities | 88,781,334 | 78,705,466 | 88,075,309 | 42,886,903 | 96,937,663 | 395,386,675
Other disclosures: |  |  |  |  |  |
Capital expenditure | 8,158,763 | 609,839 | 2,020,742 | 914,982 | 22,893,304 | 34,597,630

*Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation or namely EBITDA) for operating segments is defined and calculated as segment profit/(loss) before tax of a given operating segment adjusted for i)
depreciation, amortization and impairment/reversal of impairment of property, plant and equipment and intangible assets in the operating segment and. EBITDA is not an IFRS measure and should not be treated as an alternative
to IFRS measures. Moreover, EBITDA is not uniformly defined. The method used to calculate EBITDA by other companies may differ significantly from that used by the Group. As a consequence, the EBITDA presented in this note
cannot, as such, be relied upon for the purpose of comparison to EBITDA of other companies
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
28
5. SEGMENT REPORTING (continued)
a) Information about reportable segments (continued)

2024 | Fiberglass and fiberglass | Varnishes, paints and | Doors for residential | Edged panels and | Electric | Total reportable
| reinforcement | decorative plasters | buildings | fencing mesh | cables | segments
Revenue |  |  |  |  |  |
External customers | 164,602,011 | 101,969,987 | 98,608,996 | 66,475,618 | 167,525,607 | 599,182,219
Other operating income | 741,794 | 136,484 | 678,725 | 94,027 | 124,985 | 1,776,015
Changes in inventories of finished goods and work in progress | 8,264,954 | 509,274 | 382,407 | 2,187,736 | 3,606,613 | 14,950,984
Raw materials, consumables used and merchandise costs | (98,649,408) | (61,440,094) | (49,865,453) | (47,749,764) | (138,831,623) | (396,536,342)
Depreciation and amortisation | (10,240,753) | (4,027,730) | (8,721,157) | (2,783,449) | (4,671,627) | (30,444,716)
Employee benefits expenses | (34,181,248) | (16,127,641) | (21,156,254) | (7,756,229) | (13,100,821) | (92,322,193)
Advertising costs | (1,461,195) | (5,811,019) | (936,730) | (285,608) | (493,695) | (8,988,247)
Services and utilities expenses | (18,982,478) | (7,374,126) | (10,444,609) | (5,877,261) | (7,578,343) | (50,256,817)
Other gains/(losses) – net | (89,305) | 133,052 | 3,270,801 | 382,065 | 42,083 | 3,738,696
Revaluation loss | - | - | (46,427) | - | - | (46,427)
Gain on disposal of property, plant and equipment | 10,106 | 28,848 | 104,962 | 376,589 | 9,748 | 530,253
Loss allowance | (150,790) | 51,655 | 6,123 | 5,476 | 32,335 | (55,201)
Reversal of Impairment of current assets | 4,913 | - | 3,127,324 | - | - | 3,132,237
Other | 46,466 | 52,549 | 78,819 | - | - | 177,834
EBITDA adjusted * | 20,235,019 | 11,967,069 | 20,479,348 | 7,093,995 | 11,285,058 | 71,060,489
Financial income | 698 | 20,405 | 15,454 | 207,658 | 7 | 244,222
Financial costs | (5,075,372) | (4,620,307) | (5,715,344) | (3,624,994) | (5,277,493) | (24,313,510)
Segment profit before tax | 4,929,698 | 3,368,285 | 6,116,836 | 1,269,799 | 1,345,693 | 17,030,311
Total assets | 175,412,242 | 132,539,870 | 179,724,374 | 82,255,045 | 145,384,276 | 715,315,807
Total liabilities | 90,516,035 | 85,513,794 | 98,543,099 | 53,377,481 | 90,061,942 | 418,012,351
Other disclosures: |  |  |  |  |  |
Capital expenditure | 6,381,418 | 9,079,582 | 533,304 | 629,538 | 6,562,960 | 23,186,802

*Adjusted EBITDA (Earnings before interest, tax, depreciation and amortisation or namely EBITDA) for operating segments is defined and calculated as segment profit/(loss) before tax of a given operating segment adjusted for i)
depreciation, amortization and impairment/reversal of impairment of property, plant and equipment and intangible assets in the operating segment and. EBITDA is not an IFRS measure and should not be treated as an alternative
to IFRS measures. Moreover, EBITDA is not uniformly defined. The method used to calculate EBITDA by other companies may differ significantly from that used by the Group. As a consequence, the EBITDA presented in this note
cannot, as such, be relied upon for the purpose of comparison to EBITDA of other companies.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
29
5. SEGMENT REPORTING (continued)
a) Information about reportable segments (continued)
Please see below a reconciliation of adjusted EBITDA for each segment:
**Operational profit does not contain unallocated amounts for Roca Industry Holdingrock1.

| 2025 | 2024
EBITDA adjusted | 51,407,598 | 71,060,489
Unallocated: |  |
Parent Company EBITDA adjusted | (8,168,198) | (9,545,086)
TOTAL EBITDA adjusted | 43,239,400 | 61,515,403

2025 | Fiberglass and fiberglass | Varnishes, paints and | Doors for | Edged panels and | Electric | Total reportable
| reinforcement | decorative plasters | residential buildings | fencing mesh | cables | segments
Operational profit/loss ** | (6,970,357) | 8,776,205 | (1,572,383) | (7,997,752) | 9,416,698 | 1,652,411
Segment depreciation and amortisation | 9,911,208 | 4,532,324 | 9,539,495 | 2,682,170 | 5,592,072 | 32,257,269
Segment impairment of non-current assets | 2,330,000 | - | - | 8,282,259 | - | 10,612,259
Segment gain/loss on disposal of property, plant and equipment, net | (185,174) | - | 15,050 | (4,151) | (63,283) | (237,558)
Net foreign exchange gains/(losses) | 2,127,879 | 1,111,248 | 1,471,893 | 1,293,429 | 1,118,768 | 7,123,217
Adjusted EBITDA | 7,213,556 | 14,419,777 | 9,454,055 | 4,255,955 | 16,064,255 | 51,407,598
2024 | Fiberglass and fiberglass | Varnishes, paints and | Doors for | Edged panels and | Electric | Total reportable
| reinforcement | decorative plasters | residential buildings | fencing mesh | cables | segments
Operational profit ** | 9,802,620 | 7,953,403 | 11,773,815 | 4,204,336 | 6,445,760 | 40,179,934
Segment depreciation and amortisation | 10,240,753 | 4,027,730 | 8,721,157 | 2,783,449 | 4,671,627 | 30,444,716
Segment revaluation loss | - | - | 46,427 | - | - | 46,427
Segment gain on disposal of property, plant and equipment, net | (10,106) | (28,848) | (104,962) | (376,589) | (9,748) | (530,253)
Net foreign exchange gains/(losses) | 201,752 | 14,784 | 42,911 | 482,799 | 177,419 | 919,665
Adjusted EBITDA | 20,235,019 | 11,967,069 | 20,479,348 | 7,093,995 | 11,285,058 | 71,060,489

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
30
5. SEGMENT REPORTING (continued)
b)
Basis for segmentation
The Group’s operating segments are identified in accordance with IFRS 8 Operating Segments based on the internal reports reviewed
regularly by the Board of Directors, for the purposes of allocating resources and assessing performance.

Reportable segments | Operations
Fiberglass and fiberglass reinforcement | Fiberglass mesh production through facilities in Romania (Piatra Neamt and
| Vaslui), Republic of Moldova and Lithuania
Varnishes, paints and decorative plasters | Production of paints, primers, varnishes, thinners, washables, adhesives,
| decorative plasters and dyes
Doors for residential buildings | Production of doors intended for residential buildings
Edged panels and fencing mesh | Production of fence edged panels, fencing mesh, Rabitz mesh, rectangular pillars
| and other related products
Copper and aluminium electric cables | Production of electrical low-voltage copper and aluminium cables

The Board of Directors are separately monitoring the operational results of the operating segments for the purpose of taking
decisions on resource allocation and performance evaluation. Segment earnings before interest, tax, depreciation and amortisation
(“EBITDA”) is used to measure performance because management believes that such information is one of the most relevant in
evaluating the results of the segments
.
Reconciliation of profit/(loss) account

| 2025 | 2024
Segment profit/(loss) before tax | (20,334,412) | 17,030,311
Income tax | (586,261) | (1,608,593)
Segment result after tax | (20,920,673) | 15,421,718
Unallocated: |  |
Parent Company operating expenses | (10,664,780) | (9,545,086)
Result after tax on continued operations | (31,585,453) | 5,876,632

Reconciliation of assets

| 31 December | 31 December
| 2025 | 2024
Segment operating assets | 660,120,898 | 715,315,807
Unallocated: |  |
Parent Company assets (mainly cash & right-of-use assets) | 1,992,698 | 1,779,077
Total assets | 662,113,596 | 717,094,884
Reconciliation of liabilities |  |
Segment operating liabilities | 395,386,675 | 418,012,351
Unallocated: |  |
Parent Company liabilities | 65,113,759 | 64,274,467
Total liabilities | 460,500,434 | 482,286,818

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
31
5. SEGMENT REPORTING (continued)
b) Basis for segmentation (continued)
The Group allocated interest expense to segments without allocating the originating liabilities to them.

| Non-current assets* |
| 31 December | 31 December
| 2025 | 2024
Romania | 339,603,740 | 347,520,510
Republic of Moldova | 18,684,714 | 13,234,307
Lithuania | 5,742,489 | 6,649,694

*The fixed assets for this purpose consist of tangible assets, right-of-use assets and intangible assets.
6.
REVENUE

| 2025 | 2024
Revenue by product line |  |
Fiberglass and fiberglass reinforcement | 150,585,672 | 164,602,011
Varnishes, paints and decorative plasters | 105,418,050 | 101,969,987
Doors for residential buildings | 93,549,821 | 98,608,996
Edged panels and fencing mesh | 64,486,986 | 66,475,618
Electric cables | 215,462,250 | 167,525,607
| 629,502,779 | 599,182,219

| 2025 | 2024
Revenue by timing of revenue |  |
Goods transferred at a point in time | 629,225,764 | 599,056,828
Services transferred as they are provided | 277,015 | 125,391
| 629,502,779 | 599,182,219

There are no outstanding or partially outstanding obligations in respect of revenue recognition at 31 December 2025 or 31
December 2024.
Geographical information

|  | Fiberglass | 2025 |  | Revenue from both external & internal customers |
|  | and |  |  |  |
Country | Total | fiberglass | Varnishes, paints | Doors for | Edged panels |
|  | reinforceme | and decorative | residential | and fencing | Electric
|  | nt | plasters | buildings | mesh | cables
Romania | 502,329,018 | 50,837,970 | 103,726,804 | 78,797,211 | 61,067,062 | 207,899,971
Italy | 35,414,138 | 34,653,556 | - | - | - | 760,582
Germany | 23,431,783 | 22,418,150 | - | - | - | 1,013,633
Hungary | 15,606,225 | 534,230 | - | 14,752,610 | - | 319,385
Greece | 8,086,598 | 8,086,598 | - | - | - | -
Poland | 7,406,696 | 7,406,696 | - | - | - | -
Bulgaria | 7,341,024 | 7,341,024 | - | - | - | -
Rep. of Moldova | 5,181,087 | 2,982,199 | 1,691,246 | - | - | 507,642
Portugal | 5,137,044 | 5,137,044 | - | - | - | -
France | 4,635,933 | 1,216,009 | - | - | 3,419,924 | -
Serbia | 2,648,685 | - | - | - | - | 2,648,685
Croatia | 2,314,090 | 1,819,539 | - | - | - | 494,551
Other | 9,970,458 | 8,152,657 | - | - | - | 1,817,801
| 629,502,779 | 150,585,672 | 105,434,653 | 93,549,821 | 64,486,986 | 215,462,250

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
32
6. REVENUE (continued)

|  |  | 2024 |  | Revenue from both external & internal customers |
|  | Fiberglass and | Varnishes, paints | Doors for | Edged panels |
Country | Total | fiberglass | and decorative | residential | and fencing | Electric
|  | reinforcement | plasters | buildings | mesh | cables
Romania | 468,512,143 | 59,076,754 | 100,602,916 | 82,446,376 | 64,765,110 | 161,620,987
Italy | 39,464,993 | 38,201,833 | - | - | - | 1,263,160
Germany | 19,827,247 | 19,747,118 | - | - | - | 80,129
Hungary | 18,378,903 | 1,404,658 | - | 15,637,440 | - | 1,336,805
Bulgaria | 9,835,882 | 9,729,524 | - | 106,358 | - | -
Poland | 9,787,112 | 9,787,112 | - | - | - | -
Greece | 8,936,442 | 8,936,442 | - | - | - | -
Portugal | 4,124,094 | 4,124,094 | - | - | - | -
Croatia | 2,978,941 | 2,891,673 | - | - | - | 87,268
Rep. of Moldova | 2,708,851 | 922,958 | 1,367,071 | 418,822 | - | -
France | 2,601,153 | 890,645 | - | - | 1,710,508 | -
Other | 12,026,458 | 8,889,200 | - | - | - | 3,137,258
| 599,182,219 | 164,602,011 | 101,969,987 | 98,608,996 | 66,475,618 | 167,525,607

Information about main customers/ concentration of revenue
Revenues of approximately 164.5 million RON (2024: 124.6 million RON) from all income segments, derived from sales to the Group's
largest customer, which is one of the largest construction materials retailers on the local market.
No other single customer contributed 10% or more to the Group's revenues in 2025 or 2024. All other customers represent less than
5% of total revenue individually. The main customers of the Group are large distributors and retailers.
7.
OTHER OPERATING INCOME

| 2025 | 2024
Amortisation of government grants towards purchase of property, plant and | 1,088,209 | 1,151,995
equipment |  |
Dividends income from equity instruments | 60,223 | 66,830
Other income | 271,503 | 558,274
| 1,419,935 | 1,777,099

8.
EMPLOYEE BENEFITS EXPENSES

| 2025 | 2024
Wages and salaries | (102,203,522) | (93,894,299)
Social security contributions | (1,940,462) | (1,929,495)
| (104,143,984) | (95,823,794)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
33
9.
SERVICES AND UTILITIES EXPENSES

| 2025 | 2024
Transport costs | (18,440,608) | (16,809,932)
Energy and water | (11,182,481) | (10,189,695)
Expense with third parties services | (10,390,046) | (9,419,892)
Expenses with taxes | (4,841,202) | (3,655,569)
Audit fees | (2,250,852) | (1,688,743)
Repair and maintenance costs | (2,151,147) | (2,040,625)
Management and consulting fees | (1,811,382) | (1,191,248)
Insurance costs | (1,570,342) | (1,307,440)
Rent | (1,126,524) | (1,113,892)
IT services | (1,113,323) | (881,855)
Environmental and fire protection services | (914,511) | (1,001,796)
Labor protection services | (673,484) | (678,076)
Legal and accounting advice | (523,655) | (630,469)
Recruitment services | (302,781) | (776,320)
Valuation fees | (267,290) | (329,518)
Commissions | (165,427) | (164,139)
Other expenses | (1,553,897) | (1,581,571)
| (59,278,952) | (53,460,780)

10.
OTHER GAINS / (LOSSES) - NET

| 2025 | 2024
Loss allowance | (804,342) | (55,202)
Revaluation loss | - | (46,426)
Gain/(Loss) on disposal of property, plant and equipment, net | 249,586 | 530,255
Reversal of impairment of current assets | 594,363 | 1,407,992
Other gains | 26,267 | 1,902,079
| 65,874 | 3,738,698

For presentation purposes, amounts relating to foreign exchange rate differences have been reclassified from other net gains/losses
to finance costs in the statement of profit or loss. The reclassification was made to better reflect the nature of these items and has
no effect on profit before tax, total comprehensive income or equity.
11.
FINANCE INCOME AND FINANCE COSTS

| 2025 | 2024
Finance costs |  |
Interest expense from borrowings | (19,556,540) | (21,286,010)
Net foreign exchange gains/(losses) | (7,530,078) | (919,442)
Bank commissions | (1,143,530) | (979,934)
Interest expense from lease liabilities | (713,018) | (603,381)
Financial discounts granted | (340,789) | (567,271)
Other financial costs | (2,240,269) | (1,788,355)
| (31,524,224) | (26,144,393)
Finance income | 2025 | 2024
Interest income | 158,153 | 300,959
Other finance income | 1,012 | 6,275
| 159,165 | 307,234

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
34
12.
INCOME TAX

| 2025 | 2024
Current tax | (1,725,141) | (2,388,268)
Deferred tax (see Note 28) | 1,086,443 | 776,672
Income tax expense | (638,698) | (1,611,596)

The charge for the year can be reconciled to the profit before tax as follows:

| 2025 | 2024
Profit before tax on continuing operations | (30,946,755) | 7,488,228
Romanian corporate tax rate of 16 % (2024: 16 %) | - | (1,198,116)
Tax effect of non-deductible expenses when determining taxable profit: | (3,388,203) | (2,050,168)
Tax effect of non-taxable income in determining taxable profit: | 333,171 | 355,800
Unrecognised deferred tax assets | 1,561,090 | 1,460,421
Effect of different tax rates of subsidiaries operating in other jurisdictions | - | 57,751
Effect of a different tax regime | (114,993) | (205,321)
Fiscal credits | 99,640 | -
Income tax reductions | - | -
Reinvested profit | - | -
Other tax effects | 870,597 | (31,963)
Tax expense for the year | (638,698) | (1,611,596)

The Group has tax losses that arose in Romania, amounting RON 9.8 million and are available for 5 years (term applicable for those
recognized starting with 2024) and 7 years (term applicable for those arose until 2023), for offsetting against future taxable profits
of the companies in which the losses arose. Tax losses will expire until 2032.
Deferred tax assets have not been recognised in respect of these losses based on the assessment that future taxable profits will be
available will not be available against which the deductible temporary differences can be utilized until expiry of the tax losses.
Management’s assessment is based on forecast taxable profits over the relevant reversal periods.
13.
EARNINGS PER SHARE
Basic EPS is calculated by dividing the profit after tax for the year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year. There are no dilutive financial instruments and diluted EPS equals
EPS.

| 2025 | 2024
(Loss)/ Profit after tax attributable to ordinary equity holders of the parent | (27,962,312) | 1,520,816
Weighted average number of ordinary shares for basic EPS | 248,672,220 | 248,672,220
(Loss)/Profit after tax attributable to ordinary equity holders of the parent | (0.115) | 0.006

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
35
14.
BUSINESS COMBINATIONS
The Group’s strategy is to develop and scale strong domestic brands active in the field of building materials, both under a joint
strategy, and through the synergies generated by their activity. Thus, in order to implement this strategy, the Groups aims to
achieve its objectives, both through organic growth - by increasing and developing the companies inside the holding - and
through M&A consolidations with other complementary companies in the same activity sector, which should allow the
generation of synergies.
The Group has purchased two of its subsidiaries (Bico in 2021 and Electroplast in 2023) from its Parent-Company, Roca
Investments.
Business combinations under common control are outside the scope of IFRS 3 Business Combinations. In the absence of specific
guidance in IFRS management has developed and applied an accounting policy and has elected to account for such business
combinations by applying the acquisition method by analogy to IFRS 3, on the basis that the Group is a repo rting entity in its
own right and is distinct from the wider economic group controlled by the parent.
This accounting policy has been applied consistently to all business combinations entered into by the Group.
The Group contracted an external appraiser to determine the fair value of the acquired assets, assumed liabilities, as well as the
purchase price for the acquired entity. The purchase price was allocated between the acquired assets and the identifiable assumed
liabilities at their fair value determined on the acquisition date, and the residual value was recognized as goodwill.
The evaluation of the acquired assets and assumed liabilities was based on discounted future cash flows, for which the main
assumptions included: growth rates, operating costs, gross and net operating margins, working capital requirements, capital
expenditures, and discount rates, as well as economic assumptions such as the evolution of wages and raw material costs in the
context of the economy and inflation.
Acquisitions in 2024
Acquisition of Workshop Doors S.R.L. (‘Workshop ‘)
On February 8, 2024, the Group completed the acquisition of 70% of the share capital of Workshop, a company active since
2009 on the interior doors market in the region, with two production facilities, in Reghin and Petelea. The acquisition price for
the 70% shareholding amounted to RON 30.0 million, payable in two instalments. The first instalment, in the amount of RON
22.5 million, paid upon completion of the transaction and the difference of RON 7.5 million was paid within a period of 6
months, following the fulfilment of certain conditions.
In October 2024, the Group acquired the remaining 30% for an additional consideration of RON 37.4 million, payable until
September 2025.
Acquisitions in 2025
The Group did not undertake any acquisitions during the financial year ended 31 December 2025.
Liabilities related to acquisitions of shareholdings

| 31 December | 31 December
| 2025 | 2024
VELTADOORS (former WORKSHOP DOORS) | 12,746,250 | 37,305,750
Total liabilities related to acquisition of participations | 12,746,250 | 37,305,750

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
36
14. BUSINESS COMBINATIONS (continued)
Acquisitions in 2024 - Assets and liabilities taken over
The fair values of the identifiable assets and liabilities at the date of acquisition are shown in the table below. Fair valu e
measurements were carried out by an independent valuer ANEVAR.

WORKSHOP DOORS | Fair value recognised on acquisition
Customer contracts | 13,568,866
Licenses and other intangible assets | -
Property, plant and equipment | 26,596,632
Right-of-use assets | -
Inventories | 8,071,000
Trade and other receivables | 4,350,000
Prepayments | 46,000
Cash and cash equivalents | 1,639,000
Total assets | 54,271,498
Borrowings | (5,371,000)
Lease liabilities | -
Trade payables | (2,811,000)
Other payables | (12,241,388)
Deferred tax liabilities | (4,149,386)
Total liabilities | (24,572,774)
Total identifiable net assets |
at fair value | 29,698,724
Non-controlling interest | (8,909,618)
Goodwill arising on acquisition | 9,210,894
Purchase consideration transferred | 30,000,000
Purchase consideration – cash outflow |
Cash consideration | 30,000,000
Less: Balances acquired |
Cash | (1,639,000)
Unpaid amount | -
Net outflow of cash – investing activities | 28,361,000

15.
GOODWILL
Goodwill is monitored by management at the level of the five operational segments identified in Note 5 -
Segment reporting
. A
segment-level summary of the goodwill allocation is presented below:

| 31 December | 31 December
| 2025 | 2024
Varnishes, paints and decorative plasters | 35,389,467 | 35,389,467
Fiberglass and fiberglass reinforcement | 18,846,752 | 18,846,752
Doors for residential buildings | 19,941,779 | 19,941,779
Edged panels and fencing mesh | - | 6,134,741
Electric cables | 13,821,443 | 13,821,443
| 87,999,441 | 94,134,182

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
37
Impairment testing for CGUs containing goodwill
Goodwill arises in a business combination and is the excess of the consideration transferred to acquire a business over the underlying
fair value of the net identified assets acquired. Such goodwill is tested annually for impairment or whenever there are impairment
indicators, and is carried at cost less accumulated impairment losses
.
As a result of the management assessment, taking into account that the strategy of the Group for its subsidiaries is to acquire,
transform, consolidate, scale operations and become debt free and therefore, after the acquisition of new business there is a period
of transformation, consolidation which is cost intensive in the beginning of this process.
T
he Company's management analysed the recoverable value of the CGUs/ reportable segments, based on the valuation reports
prepared at year-end by an independent valuer authorised by ANEVAR.
Following a business combination, goodwill is allocated to a cash-generating unit or to a group of cash-generating units that are
expected to benefit, among others, from the synergies of the business combination.
Goodwill has been allocated, on initial recognition and consistently thereafter, to the following five CGUs which represent the lowest
level within the Group at which goodwill is monitored for internal management purposes and which are not larger than an operating
segment determined in accordance with IFRS 8:
• Fiberglass and fiberglass reinforcement (Bico Industries SA Group);
• Varnishes, paints and decorative plasters (Evolor SA);
• Doors for residential buildings (VeltaDoors SA);
• Edged panels and fencing mesh (Dial SA);
• Electric cables (Electroplast SA).
The Group’s cash-generating units (CGU) are defined on the basis of the type of products they make and sell. For the purpose of
impairment testing, the Group’s cash-generating units are aggregated into an operating segment, which is the level reviewed by the
Group CFO (i.e. chief financial decision maker). The discount rate is determined by an independent evaluator authorised by ANEVAR.

| RON
Cost |
At 1 January 2024 | 94,778,620
Recognized at the acquisition of subsidiaries | 9,210,699
Other changes | -
At 31 December 2024 | 103,989,319
Recognized at the acquisition of subsidiaries |
Other changes | -
At 31 December 2025 | 103,989,319
Accumulated impairment |
At 1 January 2024 | (9,855,137)
Impairment losses for the year | -
At 31 December 2024 | (9,855,137)
Impairment losses for the year | (6,134,741)
At 31 December 2025 | (15,989,878)
Carrying amount |
At 31 December 2025 | 87,999,441
At 31 December 2024 | 94,134,182

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
38
15. GOODWILL (continued)
Management has used the value in use approach to calculate the recoverable amount of the cash-generating unit. The aggregated
recoverable amount of the operating segment is then compared to its aggregated carrying amount. An impairment loss is recognized
if the aggregated carrying amount of the operating segment exceeds its aggregated recoverable amount. The value in use is
determined based on future discounted cash flows using the weighted average cost of capital (WACC). The discount rate reflects the
current assessment of the time value of money and the risks specific to the CGU.
The cash flow projections are generally based on a five-year financial planning period using business plans approved by management.
The business plans include among others, management’s current view on market growth, pricing and costs. In any event, the g rowth
rate used to extrapolate cash flow projections beyond the planning period does not exceed the long-term average growth rate for
the relevant market for the products and country in which the cash-generating unit operates.
A decrease in operating costs once the segments are fully integrated in the Group, synergies between segments and within the same
segment are expected.
Management has determined the values assigned to each of the above key assumptions as follows:

Assumption | Approach used to determine values
Sales | Sales for the next 5 years were projected considering past data and expectations of demand for
| the next 5 years and the approved Business plans of the group.
Budgeted EBITDA margin | Based on past performance of each segment and expectation for improvement in operational
| costs because of synergies at Group level.
Annual capital | Expected cash costs in the CGUs. This is based on the historical experience of management, and
expenditure | the replacement expenditure. No incremental revenue or cost savings are assumed in the value
| in use model because of this expenditure.
Weighted average cost | This is the weighted average cost of capital used to extrapolate cash flows beyond the budget
of capital | period. To calculate the discount rate, the Group used Weighted Average Cost of Capital
| ("WACC"), which reflects the optimal funding structure applied to the flows in the numerical
| order.
Pre-tax discount rates | Reflects the specific risks related to the relevant segments and to the country.
Long-term growth rate | Long term growth rate used in impairment testing is of 2.8-3% (2024: 2.5%) for all subsidiaries.

A sensitivity analysis was performed on the discount rates and EBITDA variation for terminal value at the cash-generating units’ level
for goodwill impairment purposes.

Operating segments (2025) | Carrying amount | Pre-tax | Long-term | Average
| of goodwill | WACC | growth rates | EBITDA margins
Fiberglass and fiberglass reinforcement (BICO) | 18,846,752 | 12.73% | 2.8% | 15.18%
Edged panels and fencing mesh (DIAL) | 6,134,741 | 13.6% | 3% | 14.72%
Varnishes, paints and decorative plasters | 35,389,467 | 13.18% | 3% | 16.03%
(EVOLOR) |  |  |  |
Electric cables (ELECTROPLAST) | 13,821,443 | 14.11% | 3% | 8.65%
Doors for residential buildings (VELTADOORS) | 19,941,779 | 15.36% | 3% | 20.06

Operating segments (2024) | Carrying amount | Pre-tax | Long-term | Average
| of goodwill | WACC | growth rates | EBITDA margins
Fiberglass and fiberglass reinforcement (BICO) | 18,846,752 | 13.27% | 2.5% | 15.3%
Edged panels and fencing mesh (DIAL) | 6,134,741 | 12.82% | 2.5% | 16.3%
Varnishes, paints and decorative plasters | 35,389,467 | 12.92% | 2.5% | 20.0%
(EVOLOR) |  |  |  |
Electric cables (ELECTROPLAST) | 13,821,443 | 13.90% | 2.5% | 9.2%
Doors for residential buildings (VELTADOORS) | 19,941,779 | 15.40% | 2.5% | 28.4%

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
39
15. GOODWILL (continued)
Under the management central scenario (based on approved business plans), the recoverable amount of each CGU exceeded the
carrying amount and no impairment of goodwill was required, except for the Edged panels and fencing mesh for which goodwill had
been fully impaired at 31.12.2025, as described below.
Fiberglass and fiberglass reinforcement segment
The recoverable amount of the fiberglass and fiberglass reinforcement CGU was determined based on a value in use calculation using
cash flow projections from financial budgets approved by senior management covering a five-year period. The pre-tax discount rate
applied to cash flow projections is 12.73% (2024: 13.27%) and cash flows beyond the five-year period are extrapolated using a 2.8%
growth rate (2024: 2.50%). As a result of the analysis, management did not identify an impairment for this CGU in 2025, respectively
in 2024.
Varnishes, paints and decorative plasters
The recoverable amount of varnishes, paints and decorative plasters CGU as determined based on a value in use calculation usi ng
cash flow projections from financial budgets approved by senior management covering a five-year period. The pre-tax discount rat e
applied to cash flow projections is 13.18% (2023: 15.42%) and cash flows beyond the five-year period are extrapolated using a 3%
growth rate (2024: 2.50%). As a result of the analysis and management did not identify an impairment for this CGU in 2025, nor in
previous years.
Doors for residential buildings
The recoverable amount of doors for residential buildings CGU was determined based on a value in use calculation using cash flow
projections from financial budgets approved by senior management covering a five-year period. The pre-tax discount rate applied to
cash flow projections is 14.67% (2024: 15.4%) and cash flows beyond the five-year period are extrapolated using a 2.8% growth rate
(2024: 2.5%). As a result of the analysis, management did not identify an impairment for this CGU in 2025, nor in 2024.
Edged panels and fencing mesh
The recoverable amount of edged panels and fencing mesh CGU of RON 55,147 thousand (2024: RON 76,802 thousand) was
determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management
covering a five-year period. The pre-tax discount rate applied to cash flow projections is 13.02% (2024: 12.82%) and cash flows
beyond the five-year period are extrapolated using a 2.8% growth rate (2024: 2.5%). Management determined that the carrying
amount of the CGU exceeds its recoverable amount and an impairment of RON 6,135 thousand was recorded writing off fully the
goodwill. .
Electric cables
The recoverable amount of electric cables CGU) was determined based on a value in use calculation using cash flow projections from
financial budgets approved by senior management covering a five-year period. The pre-tax discount rate applied to cash flow
projections is 14.11% (2024: 16.4%) and cash flows beyond the five-year period are extrapolated using a 3% growth rate (2024:
2.50%). As a result of the analysis, management did not identify an impairment for this CGU in 2025, nor in 2024.
Management has identified that a possible change in the following key assumptions could cause carrying amount to exceed
recoverable amount.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
40
15. GOODWILL (continued)

CGU | Amount by which value in | Increase required in | Average EBITDA margin
| use exceeds carrying | discount rate (%) to | decrease (pp)
| amount (RON ‘000) | base |
Fiberglass and fiberglass | 18,088 | 17 pp | −4.42 pp
reinforcement (Bico) |  |  |
Varnishes, paints and decorative plasters (Evolor) | 72,740 | 102.58 pp | −45.73pp
Doors for residential buildings | 15,684 | 12.63 pp | −12.78 pp
(VeltaDoors) |  |  |
Electric cables (Electroplast) | 94,856 | 64.42 pp | −21.35 pp

Actual outcomes may differ from those assumed and such differences could result in a material adjustment to the carrying amount
of goodwill and other intangible assets in future reporting periods.
16.
OTHER INTANGIBLE ASSETS

|  | Customer | Licenses and other |
| Trademarks | relationship | intangible assets | Total
Cost |  |  |  |
At 31 December 2023 | 74,683,301 | 44,276,429 | 1,724,953 | 120,684,683
Acquisition of subsidiary | - | 13,568,866 | - | 13,568,866
Additions | - | - | 62,061 | 62,061
Transfer | - | - | - | -
Disposals | - | - | - | -
At 31 December 2024 | 74,683,301 | 57,845,295 | 1,787,014 | 134,315,610
Acquisition of subsidiary | - | - | - | -
Additions | - | - | 279,549 | 279,549
Transfer | - | - | 981,726 | 981,726
Disposals | - | - | (94,235) | (94,235)
At 31 December 2025 | 74,683,301 | 57,845,295 | 2,954,054 | 135,482,650
Accumulated amortisation and impairment |  |  |  |
At 31 December 2023 | (6,026,466) | (3,528,429) | (289,198) | (9,844,093)
Acquisition of subsidiary | - | - | - | -
Amortisation | (3,734,165) | (2,835,728) | (513,124) | (7,083,017)
Impairment | - | - | - | -
Disposals | - | - | - | -
At 31 December 2024 | (9,760,631) | (6,364,157) | (802,322) | (16,927,110)
Acquisition of subsidiary | - | - | - | -
Amortisation | (3,734,165) | (2,835,728) | (522,886) | (7,092,779)
Impairment | (2,330,000) | (2,147,518) | - | (4,477,518)
Disposals | - | - | 28,168 | 28,168
At 31 December 2025 | (15,824,796) | (11,347,403) | (1,297,040) | (28,469,239)
Carrying amount |  |  |  |
At 31 December 2025 | 58,858,505 | 46,497,892 | 1,657,014 | 107,013,411
At 31 December 2024 | 64,922,670 | 51,481,138 | 984,692 | 117,388,500

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
41
16. OTHER INTANGIBLE ASSETS (continued)
Impairment testing - trademarks and customer lists
As part of the impairment tests, the Group evaluated the recoverability of the intangible assets with significant carrying amounts
within those cash-generating units as of December 31, 2025.
Presented below are the main assumptions and methods used for trademarks and customer lists as of valuation date.

Trademarks | Valuation technique — application of the method of avoiding payment of royalty — Level 3
Customers List | The Excess Economic Benefit Method - Level 3
| To estimate recoverable value of the brand, the royalty rate,of 2.5%, was used. Discount rate 16.36%,
| Growth rate 3%
VELTADOORS | Estimation of the recoverable value of customer relationships was done by using the current forecasts
| related to the contributing assets, namely CGU, along with the current discount rate of 17,86%, growth rates
| of 3% to 20% and the appropriate customer churn rate of 23.6%
| To estimate recoverable value of the brand, the royalty rate of 2.5% was used. Discount rate 17,00%, Growth
| rate 3%
ELP | Estimation of the recoverable value of customer relationships was done by using the current forecasts
| related to the contributing assets, namely CGU, along with the current discount rate of 16.61%, growth rate
| of 3% to 33% and the appropriate customer churn rate of 20.00%
| To estimate the recoverable value of the brands, royalty rates of 0.25% and 3.1%, were used. Discount rate
| used was of 15.22 %, growth rate 3%.
BICO | Estimation of the recoverable value of customer relationships was done by using the current forecasts
| related to the contributing assets, namely CGU, along with the current discount rate of 17.22%, growth rate
| of 3% to 18% and the appropriate customer churn rate of 19.37%=
| Sticky and Coral brands: To estimate the recoverable value of the brand, royalty rate of 3.3% of was used.
| Discount rate 14.18%, growth rate in perpetuity 3%.
EVOLOR | Estimation of the recoverable value of customer relationships was done by using the current forecasts
| related to the contributing assets, namely CGU, along with the current discount rate of 15.68%, growth rates
| of 3% to 10.48% and the appropriate customer churn rate of 20%
| Estimation of the recoverable value of customer relationships was done by using the current forecasts
DIAL | related to the contributing assets, namely CGU, along with the current discount rate of 18.6%, growth rates
| of 3% to 9.71% and the appropriate customer churn rate of 16.95% (depending on the year).

Estimation of the recoverable value of the brands was done by using the current brand-related forecasts, along with the royalty rate
used in the previous valuations, the current discount rate, and the current remaining useful life.
Estimation of the recoverable value of customer relationships was done by using the current forecasts related to the contributing
assets, namely CGU, along with the current parameters influencing the discount rate and the appropriate customer retention rate.
Based on the above, impairment was identified in respect of trademarks for Bico Industries of RON 2,330 thousand and customer
relationship for Dial of RON 2,148 thousand.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
42
17.
PROPERTY, PLANT AND EQUIPMENT

| Land and buildings | Equipment and | Fixtures and fittings | Asset under | Total
|  | machinery |  | construction |
Cost or valuation |  |  |  |  |
As at 31 December 2023 | 109,331,004 | 89,893,272 | 1,327,670 | 5,887,782 | 206,439,728
Acquisition of subsidiary | 22,544,186 | 5,003,740 | 125,465 | - | 27,673,391
Revaluation recognized in other comprehensive income | 1,358,505 | 1,298,005 | 164,852 | - | 2,821,362
Gross book value netted off against the accumulated | (1,436,817) | (4,274,100) | (889,782) | - | (6,600,699)
depreciation at revaluation |  |  |  |  |
Additions | 114,918 | 6,672,231 | 463,583 | 15,967,941 | 23,218,673
Transfer | 8,423,020 | (714,217) | 425,106 | (8,133,909) | -
Disposals | - | (1,842,257) | (180,663) | - | (2,022,920)
As at 31 December 2024 | 140,334,816 | 96,036,674 | 1,436,231 | 13,721,814 | 251,529,535
Additions | 1,004,515 | - | 743,857 | 26,314,465 | 28,062,837
Transfer to other PPE items | 65,199 | 24,645,704 | - | (24,710,903) | -
Transfer to intangible assets | - | - | - | (981,726) | (981,726)
Disposals | (1,174,043) | (3,909,216) | (37,858) | (2,967,542) | (8,088,659)
As at 31 December 2025 | 140,230,487 | 116,132,848 | 2,142,230 | 11,376,108 | 269,881,673
Accumulated depreciation and impairment |  |  |  |  |
As at 31 December 2023 | - | - | - | - | -
Depreciation expense | (3,790,264) | (15,728,965) | (510,994) | - | (20,030,223)
Reduction of depreciation related to disposals | - | 719,541 | 108,680 | - | 828,221
Accumulated depreciation netted of against gross book | 1,436,817 | 4,274,100 | 889,782 | - | 6,600,699
value at revaluation |  |  |  |  |
As at 31 December 2024 | (2,353,447) | (10,735,324) | 487,468 | - | (12,601,303)
Depreciation expense | (4,226,106) | (15,681,288) | (591,664) | - | (20,499,058)
Reduction of depreciation related to disposals | - | 761,445 | 4,266 | - | 765,711
As at 31 December 2025 | (6,579,553) | (25,655,167) | (99,930) | - | (32,334,650)
Carrying amount |  |  |  |  |
At 31 December 2025 | 133,650,934 | 90,477,681 | 2,042,300 | 11,376,108 | 237,547,023
At 31 December 2024 | 137,981,369 | 85,301,350 | 1,923,699 | 13,721,814 | 238,928,232

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
43
17.
PROPERTY, PLANT AND EQUIPMENT (continued)
The balance as at 31 December 2025 of property, plant and equipment recorded a small evolution due to the mix of the
depreciation expense and additions in all subsidiaries, especially in Electroplast.
At the end of 2023, all the subsidiaries have engaged an independent valuer authorized by ANEVAR to revalue all tangible
assets existing at the end of the financial year. Thus, a uniform approach was applied across the Group.
At the end of 2024, the newly acquired company VELTADOORS (former Workshop Doors) together with the absorbed company
as a result of the merger from December 2024 (ECO EURO DOORS), underwent the process of revaluation of property, plant
and equipments
in order to align to the Group’s accounting policy
.
According to the revaluation reports at 31 December 2023 and 2024, the fair value of land and buildings was estimated by
applying the following methods:
-
income approach, the capitalization of rental income (MCV) method - for buildings;
-
cost approach, net replacement cost (NRC) method - for goods without an active market, i.e. specialised equipment;
-
market approach, direct comparison method (DCM) - for land plots related to the sites.
The fair value measurements for the land and buildings have been categorized as Level 3 fair values based on the inputs to the
valuation techniques used.
Due to successive revaluations and the history of the acquired companies in 2025 and 2024, it was not possible to determine
the carrying amount before revaluation at the fixed asset level.
18.
INVENTORIES

| 31 December | 31 December
| 2025 | 2024
Raw materials and consumables | 41,642,102 | 46,965,644
Finished goods | 37,025,697 | 44,666,007
Goods for resale | 7,318,465 | 6,970,990
Packaging materials | 4,096,057 | 4,510,446
Advances paid for raw materials acquisitions | 3,700,050 | 2,939,103
Work in progress | 1,268,671 | 2,290,172
Other inventories | 3,345,476 | 5,031,129
| 98,396,518 | 113,373,491
Out of which, accumulated inventory write-down | (1,373,417) | (1,967,780)

19.
TRADE RECEIVABLES

| 31 December | 31 December
| 2025 | 2024
Trade receivables from contracts with customers | 77,372,106 | 94,980,647
Loss allowance trade receivables | (1,930,874) | (1,157,540)
| 75,441,232 | 93,823,107
Movement in loss allowance: | 2025 | 2024
Opening loss allowance at 1 January | (1,157,540) | (1,313,841)
Increase in loss allowance recognised in profit or loss during the year | (883,948) | (806,113)
Amount reversed | 110,614 | 962,414
Acquisition of subsidiary | - | -
Closing loss allowance at 31 December | (1,930,874) | (1,157,540)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
44

Receivables written off during the year as uncollectible | 31,009 | 243,838
Movements during the year | (773,334) | 156,301
Net effect in profit or loss during the year | 804,343 | 87,537

20.
OTHER CURRENT ASSETS

| 31 December | 31 December
| 2025 | 2024
Other receivables | 5,825,833 | 10,984,409
Loss allowance other receivables | (1,250,273) | (246,834)
Financial assets at cost | 4,575,560 | 10,737,575
Advances paid for raw materials acquisitions | 6,770 | 41,770
Current tax assets | - | 1,813,908
VAT receivable | 580,604 | 292,504
TOTAL OTHER CURRENT ASSETS | 5,162,934 | 12,885,757

21.
CASH AND CASH EQUIVALENTS

| 31 December | 31 December
| 2025 | 2024
Cash at bank and in hand | 24,166,689 | 20,372,384
Demand deposits | 15,569 | 12,963,611
Cash and cash equivalents | 24,182,258 | 33,335,995

22.
SHARE CAPITAL AND RESERVES

| 31 December | 31 December | 31 December | 31 December
| 2025 | 2024 | 2025 | 2024
Share capital | Number | Number | RON | RON
Authorized ordinary shares | 248,672,220 | 248,672,220 | 248,672,220 | 248,672,220

The nominal value of the shares is RON 1 per share (31 December 2024: RON 1 per share).
In 2024, the Company has requested shareholder approval for the split of the nominal value of the shares (from RON 10 per share
to RON 1 per share). The process was completed in December 2024, and each investor holds, following the split, 10 new shares
for each share held before the time the process was completed. The purpose of the split was to diversify the investor base, through
greater flexibility in the investment strategy and to improve the liquidity of ROC1 shares.
The paid-in subscribed capital consists of: RON 121.3 million, representing the paid-in subscribed capital, RON 71 million,
representing the contribution in kind of 60% of the shares of Bico Industries S.A. and RON 56.4 million, representing the
contribution in kind of 99.999975% of the shares of Electroplast S.A.
Ownership structure:

|  | Balance as at |  |  | Balance as at |
|  | 31 December 2025 |  |  | 31 December 2024 |
| No. of shares | Amount in | % total | No. of shares | Amount in | % total
|  | RON |  |  | RON |
Roca Investments | 164,223,340 | 164,223,340 | 66.04% | 163,988,340 | 163,988,340 | 65.95%
Other shareholders | 84,448,880 | 84,448,880 | 33.96% | 84,683,880 | 84,683,880 | 34.05%
Total | 248,672,220 | 248,672,220 | 100.0% | 248,672,220 | 248,672,220 | 100.0%

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
45
22 SHARE CAPITAL AND RESERVES (continued)

Reserve | Description and purpose
Share premium | Amount subscribed for share capital in excess of nominal value.
Revaluation reserve | Gains/losses arising on the revaluation of the Group’s property (other than investment property)
Other reserves | Translation reserves result from foreign exchange differences on assets and liabilities of non-
| resident companies.
Retained earnings | All other net gains and losses and transactions with owners (e.g. dividends) not recognized
| elsewhere.

| Revaluation
| reserve
At 31 December 2023 | 16,452,299
Revaluation – gross | 2,821,362
Deferred tax | (451,418)
Revaluation gain recorded in comprehensive income, net of tax | 2,369,944
Non-controlling interests (NCI) share in revaluation – gross | -
Deferred tax | -
Revaluation gain attributable to shareholders of parent, net of tax |
At 31 December 2024 | 18,822,243
Revaluation – gross | -
Deferred tax | -
Revaluation gain recorded in comprehensive income, net of tax | -
Non-controlling interests (NCI) share in revaluation – gross | -
Deferred tax | -
Revaluation gain attributable to shareholders of parent, net of tax | -
At 31 December 2025 | 18,822,243

For the other subsidiaries, an independent valuer also assess the assets held by these companies and concluded that during
the financial year ended as at 31 December 2025 no significant changes had occurred.
23.
NON-CONTROLLING INTERESTS
The financial information of subsidiaries with non-controlling interests is set out below:
Proportion of equity interest held by non-controlling interests (see Note 1 – Subsidiaries for further information):

| 2025 | 2024
BICO INDUSTRIES SA | 40% | 40%
TERRA IMPEX S.R.L. | 40% | 40%
IRANGA | 40% | 40%
ELECTROPLAST | 0.000025% | 0.000025%
DIAL | 0.00014% | -
EVOLOR | 0.0084% | -
VELTADOORS | 0.0111% | -

As at 31 December 2025, the proportion of equity interests held by non-controlling interests in entities Electroplast, Dial, Evolor and
Veltadoors is not material to the Group's consolidated financial statements. Consequently, these interests have not been included in
the calculations below.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
46
23. NON-CONTROLLING INTERESTS (continued)
Accumulated balances of non-controlling interest:

| 31 December | 31 December
| 2025 | 2024
BICO INDUSTRIES | 19,719,599 | 25,298,697
TERRA | (161,535) | (376,280)
IRANGA | 129,759 | 89,734
EUROPLAS (until merger with Terra) | (980,665) | (969,494)
| 18,707,154 | 24,042,654

Balance on 1 January 2024 | 22,579,427
Non-controlling interests arising on acquisition | 8,910,330
Share of the result for the year | 4,355,816
Share of other comprehensive income | (45,900)
Non-controlling interests bought out | (11,757,019)
Payment of dividends | -
Balance as at 31 December 2024 | 24,042,654
Share of the result for the year | (3,623,141)
Share of other comprehensive income | 76,060
Transactions with non-controlling interests | 30
Payment of dividends | (1,788,449)
Balance as at 31 December 2025 | 18,707,154

Transactions with non-controlling interests:

| 31 December | 31 December
| 2025 | 2024
Carrying amount of non-controlling interests (sold)/acquired | - | 11,757,019
Consideration received from/(paid) to non-controlling interests | - | (37,356,012)
Excess of consideration (paid)/received recognised in the transactions with non-controlling interests reserve within equity | - | (25,598,993)

Significant non-controlling interests:
The summarised financial information of the Bico Industries (Bico Industries, Terra Impex, Iranga) that are not fully controlled is
provided below. The amounts disclosed for each subsidiary are before inter-company eliminations.
The following information relates to Bico's financial position and performance:

Summarised balance sheet |  | BICO
| 31 December | 31 December
| 2025 | 2024
Current assets | 37,990,881 | 55,693,621
Non-current assets | 86,392,292 | 94,717,252
Current liabilities | 51,741,419 | 58,709,582
Non-current liabilities | 23,342,756 | 28,454,548
Equity attributable to owners of the Company | 49,298,998 | 63,246,743
Non-controlling interests | 19,719,599 | 25,298,697

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
47

23. NON-CONTROLLING INTERESTS (continued) Summarised statement of comprehensive income |  | BICO |
| 31 December |  | 31 December
| 2025 |  | 2024
Revenue | 135,716,899 |  | 151,688,189
Expenses | (143,609,501) |  | (144,336,991)
(Loss)/ Profit for the year | (7,892,603) |  | 6,341,847
Other comprehensive income | - |  | -
Total comprehensive income | (7,892,603) |  | 6,341,847
(Loss)/ Profit allocated to non-controlling interests | (3,157,041) |  | 2,536,739
Dividends paid to non-controlling interests | 1,409,145 |  | -
Summarised cash flows |  | BICO |
| 31 December |  | 31 December
| 2025 |  | 2024
Cash flows generated from operating activities | 2,294,590 |  | 7,213,739
Cash flows generated from/(used in) investing activities | 3,935,640 |  | (2,234,185)
Cash flows used in financing activities | (7,537,763) |  | (10,312,509)
Net decrease in cash and cash equivalents | (1,307,533) |  | (5,332,955)

The following information relates to Terra's financial position and performance: Summarised balance sheet |  | TERRA |
| 31 December |  | 31 December
| 2025 |  | 2024
Current assets | 6,655,213 |  | 6,280,137
Non-current assets | 9,636,314 |  | 9,535,284
Current liabilities | 8,399,275 |  | 6,207,595
Non-current liabilities | 682,237 |  | 872,387
Equity attributable to owners of the Company | (2,828,483) |  | (3,365,345)
Non-controlling interests | (897,316) |  | (1,346,138)
Summarised statement of comprehensive income |  | TERRA |
| 31 December |  | 31 December
| 2025 |  | 2024
Revenue | 57,243,779 |  | 47,961,868
Expenses | (56,822,264) |  | (47,274,682)
Profit for the year | 375,075 |  | 582,741
Total comprehensive income | 375,075 |  | 582,741
Profit allocated to non-controlling interests | 150,030 |  | 233,096
Summarised cash flows |  | TERRA |
| 31 December |  | 31 December
| 2025 |  | 2024
Cash flows used in operating activities | (977,213) |  | (3,783,801)
Cash flows (used in)/generated from investing activities | (4,758,995) |  | 588,031
Cash flows generated from financing activities | 5,193,341 |  | 2,719,200
Net decrease in cash and cash equivalents | (542,867) |  | (476,570)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
48
24.
BORROWINGS

| 31 December | 31 December
| 2025 | 2024
Secured borrowing at amortised cost |  |
Bank loans | 181,423,441 | 242,578,054
Bank overdrafts | 36,553,188 | 25,898,934
Unsecured borrowings at amortized cost |  |
Loans from related parties | 46,358,400 | 20,234,845
Interest on loans | 4,638,507 | 3,308,088
| 268,973,536 | 292,019,921
Non-current (> 1 year) | 143,313,558 | 161,980,142
Current (<1 year) | 125,659,978 | 130,039,779

Assets pledged as securities
The carrying amounts of assets pledged as security for current and non-current borrowings are:

| 31 December | 31 December
| 2025 | 2024
Trade receivables | 75,441,232 | 93,823,107
Inventories | 98,396,518 | 113,373,491
Cash and cash equivalents | 24,182,258 | 33,335,995
Total current assets pledged as security | 198,020,008 | 240,532,593
Property, plant and equipment | 237,188,414 | 210,832,433
Total non-current assets pledged as security | 237,188,414 | 210,832,433
Total assets pledged as security | 435,567,031 | 479,460,825

Furthermore, the shares of Evolor, Veltadoors and Dial are pledged as security in favour of the banks which provided the loans.
Compliance with loan covenants
At 31 December 2025, three consolidated subsidiaries, Bico, Dial and Velta, did not comply with the financial covenants stipulated in
the LBO loan agreements (such as leverage, liquidity and DSCR), while the other subsidiaries have complied with the financial
covenants of its borrowing facilities during 2025 reporting period. The group obtained bank waivers for failing to meet banking
indicators on the above mentioned loans.
According to the contractual conditions: for loans contracted by Bico and Dial in case of non-compliance of financial covenants, the
bank requests the blocking of amounts of 1.57 mil RON in an account at the Bank's disposal, which will be released when the company
will meet the banking indicators, repayment on demand is not triggered at year end; for Veltadoors’ First Bank loan, as financial
covenatns were not met and waiver received subsequent to the year end, the outstanding loan balance of 15.9 mil RON was classified
in short term borrowings.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
49
24. BORROWINGS (continued)
CURRENT BORROWINGS

Subsidiary | Counterparty | Interest rate | Maturity | 31 December 2025 | 31 December 2024
EVOLOR S.A. | BANCA TRANSILVANIA | 2.75% + 3M EURIBOR | 26.05.2029 | 7,074,153 | 6,823,295
EVOLOR S.A. | BANCA TRANSILVANIA | 2% + 3M ROBOR | 26.05.2029 | 2,369,678 | 2,087,034
BICO INDUSTRIES S.A. | BANCA TRANSILVANIA | 2% + 6M ROBOR | 10.08.2026 | - | 504,000
BICO INDUSTRIES S.A. | BANCA TRANSILVANIA | 2% + 3M ROBOR | 10.08.2027 | - | 356,129
BICO INDUSTRIES S.A. | UNICREDIT BANK | 2.5% + 3M ROBOR | 30.09.2026 | 17,999,999 | 1,820,524
BICO INDUSTRIES S.A. | UNICREDIT BANK | 2.5% + 3M EURIBOR | 07.11.2025 | - | 16,165,825
BICO INDUSTRIES S.A. | UNICREDIT BANK | 2.5% + 3M ROBOR | 26.10.2027 | 453,094 | 453,094
BICO INDUSTRIES S.A. | FIRST BANK | 2.65% + 3M EURIBOR | 02.11.2028 | 1,305,216 | 1,277,440
BICO INDUSTRIES S.A. | BRD | 2% + 3M ROBOR | 14.11.2026 | 3,499,229 | 3,378,432
BICO INDUSTRIES S.A. | BRD | 1.6% + 3M EURIBOR | 14.11.2026 | 4,089,251 | 3,561,917
BICO INDUSTRIES S.A. | BRD | 2% + 3M ROBOR | 18.11.2026 | 306,087 | 306,087
BICO INDUSTRIES S.A. | BRD | 2.5% + 3M EURIBOR | 18.11.2029 | 2,039,400 | 1,996,000
TERRA IMPEX S.A. | VICTORIA BANK SA | 6.25% | 08.02.2030 | 539,564 | 526,432
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6.68% | 19.09.2025 | - | 2,058,909
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6.68% | 20.12.2025 | - | 5,322,645
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6% | 20.01.2026 | 120,404 | 205,925
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6% | 20.01.2026 | - | 463,336
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6.68% | 20.03.2030 | 1,590,731 | -
TERRA IMPEX S.A. | MOLDOVA-AGROINDBANK | 6.68% | 20.03.2028 | 3,502,670 | -
VELTADOORS S.A. | RAIFFEISEN BANK | 2.2% + 3M EURIBOR | 17.05.2029 | 6,993,966 | 6,804,002
VELTADOORS S.A. | RAIFFEISEN BANK | 1.9% + 3M EURIBOR | 31.07.2026 | 353,059 | 2,887,693
VELTADOORS S.A. | RAIFFEISEN BANK | 2.2% + 1M ROBOR | 31.07.2028 | 607,301 | 607,301
DIAL S.A. | BANCA TRANSILVANIA | 3% + 3M EURIBOR | 20.09.2030 | 3,414,356 | 3,303,520
DIAL S.A. | BANCA TRANSILVANIA | 2.75% + 3M EURIBOR | 20.09.2030 | 1,422,331 | 1,387,627
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS | 3,2% + 1M EURIBOR | 31.07.2026 | 1,000,000 | 1,000,000
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS | 10.97% + EURIBOR 1M | 22.10.2026 | 25,492,500 | -
ELECTROPLAST S.A. | CEC BANK | 1,35% + 1M ROBOR | 28.11.2026 | 7,943,664 | 34,719,426
ELECTROPLAST S.A. | CEC BANK | 2,75% + 3M ROBOR | 11.07.2025 | - | 6,037,618
ELECTROPLAST S.A. | CEC BANK | 3,0% + 3M EURIBOR | 12.07.2028 | - | 797,425
ELECTROPLAST S.A. | CEC BANK | 3,0% + 6M EURIBOR | 13.09.2030 | - | 670,259
ELECTROPLAST S.A. | BRD | 3,0% + 3M EURIBOR | 15.04.2026 | 666,711 | 972,236
ELECTROPLAST S.A. | HP | 11% | 01.04.2026 | 11,053 | 73,981
ELECTROPLAST S.A. | BRD – PNRR | 2%+ 3M ROBOR | 14.01.2026 | 4,183,550 | -
ELECTROPLAST S.A. | ING | 1,5%+ 1M EURIBOR | 28.12.2026 | 6,114,448 | -
ELECTROPLAST S.A. | BRD – PNRR | 2,25%+ 3M ROBOR | 14.01.2032 | 624,213 | -
ELECTROPLAST S.A. | ING | 1,5%+ 1M EURIBOR | 28.12.2029 | 1,447,109 | -
VELTADOORS S.A. | FIRST BANK | 2,40% + 3M ROBOR | 07.10.2029 | 2,360,000 | 2,346,667

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
50

VELTADOORS S.A. | FIRST BANK | 2,50% + 3M ROBOR | 06.11.2026 | 2,100,000 | 2,086,120
VELTADOORS S.A. | FIRST BANK | 2,4% + 3M ROBOR | 07.10.2029 | 6,602,309 | 8,536,347
VELTADOORS S.A. | FIRST BANK | 2,2% + 3M ROBOR | 07.10.2027 | 2,293,464 | 4,727,778
VELTADOORS S.A. | FIRST BANK | 2,20% + 3M ROBOR | 07.10.2027 | 2,501,961 | 2,466,667
Interest payable to shareholder |  |  |  | 3,815,727 | 2,099,707
Interest payable accrued |  |  |  | 822,780 | 1,085,603
Total |  |  |  | 125,659,978 | 130,039,779

BORROWINGS NON - CURRENT

Subsidiary | Counterparty | Interest rate | Maturity | 31 December 2025 | 31 December 2024
EVOLOR S.A. | BANCA TRANSILVANIA | 2.75% + 3M EURIBOR | 26.05.2029 | 31,981,655 | 37,938,484
EVOLOR S.A. | BANCA TRANSILVANIA | 2% + 3M ROBOR | 26.05.2029 | 5,924,186 | 8,293,864
BICO INDUSTRIES S.A. | BANCA TRANSILVANIA | 2% + 6M ROBOR | 10.08.2026 | - | 336,000
BICO INDUSTRIES S.A. | BANCA TRANSILVANIA | 2% + 3M ROBOR | 10.08.2027 | - | 593,548
BICO INDUSTRIES S.A. | UNICREDIT BANK | 1.8% + 3M ROBOR | 26.10.2027 | 377,587 | 830,680
BICO INDUSTRIES S.A. | BRD | 2% + 3M ROBOR | 18.11.2026 | - | 333,913
BICO INDUSTRIES S.A. | BRD | 2.5% + 3M EURIBOR | 18.11.2029 | 5,948,250 | 7,786,397
BICO INDUSTRIES | FIRST BANK | 2,65% + 3M EURIBOR | 02.11.2028 | 2,501,665 | 3,709,925
TERRA IMPEX S.R.L. | VICTORIA BANK SA | 6.25% | 08.02.2030 | 1,698,147 | 2,261,998
TERRA IMPEX S.R.L. | MOLDOVA-AGROINDBANK | 6% | 20.01.2026 | - | 38,611
TERRA IMPEX S.R.L. | MOLDOVA-AGROINDBANK | 6% | 20.01.2026 | - | 51,481
TERRA IMPEX S.R.L. | MOLDOVA-AGROINDBANK | 6.68% | 20.03.2030 | 3,112,934 | -
TERRA IMPEX S.R.L. | MOLDOVA-AGROINDBANK | 6.68% | 20.03.2028 | 3,997,162 | -
VELTADOORS S.R.L. | RAIFFEISEN BANK | 2.2% + 3M EURIBOR | 31.07.2029 | 34,339,215 | 40,001,253
VELTADOORS S.R.L. | RAIFFEISEN BANK | 2,2% + 1M ROBOR | 31.07.2028 | 961,559 | 1,568,860
DIAL S.A. | BANCA TRANSILVANIA | 3% + 3M EURIBOR | 20.09.2030 | 19,401,565 | 26,106,858
DIAL S.A. | BANCA TRANSILVANIA | 2.75% + 3M EURIBOR | 20.09.2030 | 5,689,322 | 6,938,133
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS SA | 3,2% + 1M EURIBOR | 30.08.2027 | 6,097,320 | 5,970,720
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS | 3% + 1M EURIBOR | 03.04.2028 | 5,119,380 | 4,974,100
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS | 3,2% + 1M EURIBOR | 12.04.2028 | 8,499,200 | 8,990,345
ROCA INDUSTRY HOLDINGROCK1 S.A. | ROCA INVESTMENTS | 10.97% + EURIBOR 1M | 31.01.2027 | 150,000 | -
ELECTROPLAST S.A. | CEC BANK | 3,0% + 3M EURIBOR | 12.07.2028 | - | 2,061,801
ELECTROPLAST S.A. | CEC BANK | 3,0% + 6M EURIBOR | 13.09.2030 | - | 3,183,727
ELECTROPLAST S.A. | HP | 11% | 01.04.2026 | - | 9,444
ELECTROPLAST S.A. | BRD-PNRR | 2,25%+ 3M ROBOR | 14.01.2032 | 3,173,084 | -
ELECTROPLAST S.A. | ING | 1,5%+ 1M EURIBOR | 28.12.2029 | 4,341,327 | -
Total |  |  |  | 143,313,558 | 161,980,142

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
51
25.
LEASES
Amounts recognized in the consolidated statement of financial position:

Right-of-use assets | Rights of use: | Rights of use: | Rights of use: | Rights of use: |
| Land | Buildings | Equipment | Vehicles | Total
Cost |  |  |  |  |
At 31 December 2023 | 622,713 | 3,918,762 | 7,962,149 | 6,082,035 | 18,585,659
Additions | - | 353,640 | 162,366 | 1,734,746 | 2,250,752
Acquisition of subsidiary | - | - | - | - | -
Disposals | - | (286,114) | - | (2,803,531) | (3,089,645)
At 31 December 2024 | 622,713 | 3,986,288 | 8,124,515 | 5,013,250 | 17,746,766
Additions | - | 118,789 | 11,357,821 | 2,114,760 | 13,591,370
Acquisition of subsidiary | - | - | - | - | -
Disposals | - | (903,683) | - | (829,958) | (1,733,641)
At 31 December 2025 | 622,713 | 3,201,394 | 19,482,336 | 6,298,052 | 29,604,495
Accumulated depreciation |  |  |  |  |
At 31 December 2023 | (82,529) | (880,592) | (1,097,014) | (1,870,697) | (3,930,832)
Acquisition of subsidiary | - | - | - | - | -
Charge for the year | (45,016) | (1,137,752) | (844,989) | (2,016,484) | (4,044,241)
Eliminated on disposals | - | 86,030 | - | 1,230,056 | 1,316,086
At 31 December 2024 | (127,545) | (1,932,314) | (1,942,003) | (2,657,125) | (6,658,987)
Acquisition of subsidiary | - | - | - | - | -
Charge for the year | (45,016) | (974,427) | (1,455,798) | (2,391,350) | (4,866,591)
Eliminated on disposals | - | 903,682 | - | 487,910 | 1,391,592
At 31 December 2025 | (172,561) | (2,003,059) | (3,397,801) | (4,560,565) | (10,133,986)
Carrying amount |  |  |  |  |
At 31 December 2025 | 450,152 | 1,198,335 | 16,084,535 | 1,737,487 | 19,470,509
At 31 December 2024 | 495,168 | 2,053,974 | 6,182,512 | 2,356,125 | 11,087,779

The average lease term is 4 years (2024: 4 years).
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
52
25. LEASES (continued)
Lease liabilities
Maturity analysis:

|  | 31 December | 31 December
|  | 2025 | 2024
Present value of lease liabilities |  | 14,706,248 | 10,147,113
Out of which: |  |  |
not later than 3 months |  | 1,326,408 | 1,133,298
later than 3 months and not later than 1 year |  | 3,506,318 | 3,176,837
later than 1 year and not later than 5 years |  | 8,815,711 | 5,517,367
later than 5 years |  | 1,057,812 | 319,611
Less: unearned interest |  | (870,066) | (896,895)
Total |  | 13,836,182 | 9,250,218
Analysed as follows: |  |  |
- | Non-current | 9,542,346 | 6,016,509
- | Current | 4,293,836 | 3,233,709

Amounts recognized in the profit and loss account |  |
| 2025 | 2024
Depreciation expense on right-of-use assets | (4,866,591) | (4,044,241)
Interest expenses on lease liabilities | (713,930) | (603,381)
Expense relating to variable lease payments | (310,943) | (438,849)
Expense relating to short-term and low value leases | (815,581) | (675,043)

26.
TRADE AND OTHER PAYABLES

| 31 December | 31 December
| 2025 | 2024
Trade payables | 113,066,241 | 90,404,961
Accrued expenses | 2,630,220 | 3,648,966
Other liabilities | 7,790,547 | 10,736,835
Trade and other payables | 123,487,008 | 104,790,762
Dividends payable to non-controlling interests | 562,886 | -
Advance payments received from clients | 796,935 | 707,027
VAT payable | - | 3,331
Other taxes to State budget | 502,172 | 573,075
| 125,349,001 | 106,074,195

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
53
27.
GOVERNMENT GRANTS

|  | 2025 | 2024
At 1 January |  | 5,090,768 | 5,189,093
Received during the year |  | 3,478,124 | 1,053,670
Recognized to the statement of profit or loss account |  | (1,088,209) | (1,151,995)
At 31 December |  | 7,480,683 | 5,090,768
- | non-current | 5,364,805 | 2,003,796
- | current | 2,115,878 | 3,086,972

Government and/or European Union subsidies are used for the acquisition of tangible assets. There are no unfulfilled conditions or
contingencies attached to these grants.
28.
DEFERRED TAX

Deferred tax assets | 31 December | 31 December
| 2025 | 2024
The balance comprises temporary differences attributable to: |  |
Property, plant and equipment | - | -
Trade and other receivables | 218,358 | 127,951
Inventories | 171,494 | 284,782
Trade and other payables | 517,468 | 495,743
Lease liabilities | 67,974 | -
Total deferred tax assets | 975,294 | 908,476
Deferred tax liabilities | 31 December | 31 December
| 2025 | 2024
The balance comprises temporary differences attributable to: |  |
Property, plant and equipment | 5,086,325 | 5,088,703
Intangible assets | 17,642,993 | 18,631,922
Right-of-use assets | - | 28,318
Borrowings | 1,142,442 | 1,142,442
Total deferred tax liabilities | 23,871,760 | 24,891,385
Set-off of deferred tax liabilities pursuant to set-off provisions | (975,294) | (908,476)
Net deferred tax liabilities | 22,896,466 | 23,982,909

The tax rates applied differ, depending on the residence country, Romania, the Republic of Moldova and Lithuania.
In Romania, the tax rate is 16%, in the Rep. Moldova's tax rate is 12% and in Lithuania is 15%.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
54
28. DEFERRED TAX (continued)

Reconciliation (DTL)/DTA, net | 2025 | 2024
At 1 January | (23,982,909) | (20,159,077)
Tax income recognised in profit or loss | 1,086,443 | 776,973
Tax expense recognised in other comprehensive income | - | (451,418)
Acquisition of subsidiary | - | (4,149,387)
At 31 December | (22,896,466) | (23,982,909)

| Trade other | Inventories | Trade and | Lease | Property, plant | Total
Movements | receivables | other payables | liabilities | and equipment |
At 1 January 2024 | 277,617 | 332,211 | 580,794 | 1,468,737 | 256,347 | 2,915,706
(Charged)/credited |  |  |  |  |  |
- to profit or loss | (189,159) | (47,429) | (85,051) | (1,468,737) | (256,347) | (2,046,723)
- to other comprehensive income | - | - | - | - | - | -
Acquisition of subsidiary | 39,493 | - | - | - | - | 39,493
At 31 December 2024 | 127,951 | 284,782 | 495,743 | - | - | 908,476
(Charged)/credited |  |  |  |  |  |
- to profit or loss | 90,407 | (113,288) | 21,725 | 67,974 | - | 66,818
- to other comprehensive income | - | - | - | - | - | -
Acquisition of subsidiary | - | - | - | - | - | -
At 31 December 2025 | 218,358 | 171,494 | 517,468 | 67,974 | - | 975,294
| Property, plant | Intangible | Right-of-use |  | Borrowings | Total
Movements | and equipment | assets | assets |  |  |
At 1 January 2024 | (2,926,767) | (17,515,742) | (1,489,832) |  | (1,142,442) | (23,074,783)
(Charged)/credited |  |  |  |  |  |
- to profit or loss | 307,343 | 1,054,839 | 1,461,514 |  | - | 2,823,696
- to other comprehensive income | (451,418) | - | - |  | - | (451,418)
Acquisition of subsidiary | (2,017,861) | (2,171,019) | - |  | - | (4,188,880)
At 31 December 2024 | (5,088,703) | (18,631,922) | (28,318) |  | (1,142,442) | (24,891,385)
(Charged)/credited |  |  |  |  |  |
- to profit or loss | 2,378 | 1,054,839 | 28,318 |  | - | 1,019,625
- to other comprehensive income | - | - | - |  | - | -
Acquisition of subsidiary | - | - | - |  | - | -
At 31 December 2025 | (5,086,325) | (17,577,083) | - |  | (1,142,442) | (23,871,760)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
55
29.
FINANCIAL INSTRUMENTS — RISK MANAGEMENT
General risk management framework
The Parent's Board of Directors has overall responsibility for establishing and overseeing the risk management framework at each
Group company level. The Group's risk management policies are defined in such a way as to ensure the identification and analy sis of
the risks faced by the Group, the establishment of appropriate limits and controls, and the monitoring of risks and compliance with
established limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the
Group's activities.
The Board of Directors provides written principles for overall risk management, as well as policies covering specific areas, such as
foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments,
and investment of excess liquidity.
Main financial instruments
The main financial instruments used by the Group, resulting from the risk of the financial instrument, are the following:
- Bank loans with variable rate;
- Liabilities from acquisition of subsidiaries;
- Trade and other payables;
- Trade receivables;
- Cash and cash equivalents.
Financial instruments by category
Assets

| 31 December | 31 December
| 2025 | 2024
| RON | RON
Non-current financial assets | 4,456,913 | 722,785
Trade receivables | 75,441,232 | 93,823,107
Other current financial assets | 5,162,934 | 12,885,757
Cash and cash equivalents | 24,182,258 | 33,335,995
| 109,243,337 | 140,767,644
| 31 December | 31 December
Liabilities | 2025 | 2024
| RON | RON
Borrowings | 268,973,536 | 292,019,921
Lease liabilities | 13,836,182 | 9,250,218
Liabilities related to acquisitions of subsidiaries | 12,746,250 | 37,305,750
Trade and other payables | 125,349,001 | 106,074,195
Employee benefits - current | 7,969,231 | 6,843,919
| 428,874,200 | 451,494,003

All financial assets and liabilities are measured at amortized cost.
Due to the short-term nature, the carrying amount of cash and cash equivalents, trade receivables and other receivables as well as
commercial and other liabilities, is close to their fair value.
The company's management estimated that the carrying amount of the borrowing is close to the fair value, as 90% of the bank loans
were obtained at a variable interest rate.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
56
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT (continued)
Risk management
i)
Market risk
a.
Foreign exchange risk management
The Group is exposed to foreign exchange risk due to the fact that most of the borrowings are in EUR. The Group constantly monitors
and manages the exposure to exchange rate variations. Roca Industry's subsidiaries have increased their export sales from 20 22
onwards, so part of the trade receivables are linked to EUR, which is a natural hedge. The accounting value of the Group's monetary
assets and liabilities denominated in foreign currencies at the reporting date was as follows:

Liabilities | 31 December 2025 |  |  |  |
| RON | EUR | USD | MDL | TOTAL
Borrowings | 69,378,152 | 199,595,384 | - | - | 268,973,536
Liabilities from acquisition of subsidiaries | - | 12,746,250 | - | - | 12,746,250
Finance lease | - | 13,809,318 | - | 26,864 | 13,836,182
Trade and other payables | 59,610,676 | 62,812,456 | 7,166,676 | 3,728,424 | 133,318,232
| 128,988,828 | 288,963,408 | 7,166,676 | 3,755,288 | 428,874,200
Assets | 31 December 2025 |  |  |  |
| RON | EUR | USD | MDL | TOTAL
Cash and cash equivalents | 19,790,834 | 3,628,413 | 28,481 | 734,530 | 24,182,258
Trade receivables | 68,301,826 | 7,139,406 | - | - | 75,441,232
Other current financial assets | 9,591,188 | - | - | 28,659 | 9,619,847
| 97,683,848 | 10,767,819 | 28,481 | 763,189 | 109,243,337
Net balance |  |  |  |  |
assets/(liabilities) | (31,304,980) | (278,195,589) | (7,138,195) | (2,992,099) | (319,630,863)
Liabilities | 31 December 2024 |  |  |  |
| RON | EUR | USD | MDL | TOTAL
Borrowings | 108,783,762 | 183,236,159 | - | - | 292,019,921
Liabilities from acquisition of subsidiaries | - | 37,305,750 | - | - | 37,305,750
Finance lease | 19,769 | 9,230,449 | - | - | 9,250,218
Trade and other payables | 20,654,694 | 77,294,579 | 10,134,805 | 4,834,036 | 112,918,114
| 129,458,225 | 307,066,937 | 10,134,805 | 4,834,036 | 451,494,003
Assets | 31 December 2024 |  |  |  |
| RON | EUR | USD | MDL | TOTAL
Cash and cash equivalents | 22,695,365 | 8,022,567 | 1,949,830 | 668,233 | 33,335,995
Trade receivables | 84,573,595 | 9,249,512 | - | - | 93,823,107
Other current financial assets | 13,075,539 | 214,876 | - | 318,127 | 13,608,542
| 120,344,499 | 17,486,955 | 1,949,830 | 986,360 | 140,767,644
Net balance |  |  |  |  |
assets/(liabilities) | (9,113,726) | (289,579,982) | (8,184,975) | (3,847,676) | (310,726,359)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
57
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT (continued)
i) Market risk (continued)
a. Foreign exchange risk management (continued)
The aggregate net foreign exchange gains/losses recognised in profit or loss were:

| 2025 | 2024
Net foreign exchange gains/(losses) | (7,530,078) | (919,442)

Analysis of the sensitivity of the exchange rate
An appreciation/(depreciation) of the EUR compared to the RON, would increase/(decrease) the profit or loss by the amounts
shown below:

|  |  | 2025 |  |
| 10 % | -10 % |  | 10 % | -10 %
| EUR | EUR |  | USD | USD
Liabilities | (28,899,175) | 28,893,507 |  | (716,717) | 716,717
Less: Income tax | (4,623,868) | 4,622,961 |  | (114,675) | 114,675
Profit or loss | (24,275,307) | 24,270,546 |  | (602,042) | 602,042
Assets | 1,076,888 | (1,076,676) |  | 2,848 | (2,848)
Less: Income tax | 172,302 | (172,268) |  | 456 | (456)
Profit or loss | 904,586 | (904,408) |  | 2,392 | (2,392)
Net profit/(loss) | (23,370,721) | 23,366,138 |  | (599,650) | 599,650
|  |  | 2024 |  |
| 10 % | -10 % |  | 10 % | -10 %
| EUR | EUR |  | USD | USD
Liabilities | (30,706,076) | 30,706,076 |  | (1,013,523) | 1,013,523
Less: Income tax | (4,912,972) | 4,912,972 |  | (162,164) | 162,164
Profit or loss | (25,793,104) | 25,793,104 |  | (851,359) | 851,359
Assets | 1,748,660 | (1,748,660) |  | 194,991 | (194,991)
Less: Income tax | 279,786 | (279,786) |  | 31,199 | (31,199)
Profit or loss | 1,468,874 | (1,468,874) |  | 163,792 | (163,792)
Net profit/(loss) | (24,324,230) | 24,324,230 |  | (687,567) | 687,567

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
58
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT (continued)
i) Market risk (continued)
b.
Interest rate risk management
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to
cash flow interest rate risk.
The exposure of the Group’s borrowings to interest rate changes and the contractual re-pricing dates of the borrowings at the end
of the reporting period are as follows:

| 31 December | % of | 31 December | % of
| 2025 | total loans | 2024 | total loans
Variable rate borrowings | 254,411,923 | 95% | 281,007,159 | 96%
Fixed rate borrowings – repricing or maturity dates: |  |  |  |
Less than 1 year | 5,753,370 | 2% | 8,651,228 | 3%
1 - 5 years | 8,808,244 | 3% | 2,361,534 | 1%
Over 5 years | - |  | - |
| 268,973,536 | 100% | 292,019,921 | 100%

Interest rate sensitivity analysis
The following table demonstrates the sensitivity to a reasonably possible change in interest rates. With all other variables held
constant, the Group’s profit before tax is affected through the impact on floating rate borrowings, as follows:

| Effect on profit before tax |
| 2025 | 2024
Interest rates - increase by 70 basis points | (1,877,737) | (2,008,645)
Interest rates - decrease by 70 basis points | 1,877,737 | 2,008,645

Price risk
Price risk is the risk that the Group's future revenues will be adversely impacted by changes in the purchase price of raw materials
and materials needed for production. The Group constantly analyses the evolution of purchase prices and takes measures to ensure
that there is enough supply and to cover costs through sales prices.
ii)
Credit risk management
Credit risk consists in the possibility that the contracting parties breach their contractual obligations, leading to financial losses for
the Group. The Group is exposed to credit risk arising from its operational activity, mainly from the collection of trade receivables.
Regarding cash and cash equivalents, the Group analysed the credit risk and determined that it is not significant.
Receivables
Trade receivables come mostly from key accounts, i.e. large building material retail chains in Romania and abroad. Exposure to credit
risk is controlled by the permanent monitoring of each debtor. The Group constantly evaluates its credit risk, taking into account
financial performance, payment history and, when necessary, requests default risk insurance.
The balance of receivables is monitored at the end of each month and any major delay to a customer is analysed.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
59
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT (continued)
ii) Credit risk management (continued)
The credit risk profile of trade receivables is presented based on their maturity as per the loss allowance matrix. This matrix is initially
based on the observed historical default rates of the Group, adjusted with prospective factors specific to debtors and the economic
environment, when appropriate. Trade receivables are not interest-bearing and have, in general, payment terms ranging from
advance payment to 100 days.
The methodology used by the Group to measure expected losses of trade receivables may be described as follows:
- determining an appropriate watch period for tracking the historical loss rate. The Group selected 2 previous periods for
data collection;
- collecting data on trade receivables and grouping them according to their maturity status in each analysed period and by
main activities;
- analysing the evolution of these balances over a period of 12 months and determining the unpaid amounts from each
outstanding group in order to determine the proportion of balances from each due category that was not collected in the
end;
- determining the weighted average rate of losses (%) depending on the maturity status for the 2 analysed periods;
- application of the loss rate thus determined on trade receivables at 31 December 2025, respectively 31 December 2024.
The following table presents the risk profile of trade and other receivables based on the Group’s loss allowance matrix.

As at December 31, 2025 |  |  |
| Gross value | Bad debt | Net trade
|  | allowance | receivables
Not overdue | 59,811,120 | - | 59,811,120
Overdue 0-30 days | 20,826,391 | - | 20,826,391
Overdue 30-60 days | 1,572,493 | - | 1,572,493
Overdue 60-90 days | 1,394,489 | - | 1,394,489
Overdue 90-180 days | 644,283 | (480,846) | 163,437
Overdue 180-360 days | 148,364 | (148,364) | -
Overdue more than 360 days | 1,301,664 | (1,301,664) | -
Total trade receivables | 85,698,804 | (1,930,874) | 83,767,930
As at December 31, 2024 | Gross value | Bad debt | Net trade
|  | allowance | receivables
Not overdue | 73,862,928 | - | 73,862,928
Overdue 0-30 days | 16,380,900 | - | 16,380,900
Overdue 30-60 days | 1,593,006 | - | 1,593,006
Overdue 60-90 days | 582,453 | - | 582,453
Overdue 90-180 days | 901,880 | - | 901,880
Overdue 180-360 days | 725,374 | (229,006) | 496,368
Overdue more than 360 days | 934,106 | (928,534) | 5,572
Total trade receivables | 94,980,647 | (1,157,540) | 93,823,107

To reconcile the variation between the opening balance and the closing balance of loss allowances of trade receivables, see note 19
– Trade receivables.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
60
29. FINANCIAL INSTRUMENTS — RISK MANAGEMENT (continued)
iii)
Liquidity risk management
Liquidity risk is the risk that the Group may not be able to meet its financial obligations as they become due.
The Group's approach to liquidity risk is to ensure, as far as possible, that it has sufficient liquidity to pay its debts when they become
due. To counteract this risk factor, the management applied restrictive policies for the delivery of products to uncertain customers,
requested in certain cases advance payment of the delivered products and made a careful selection of new customers based on their
credit worthiness and financial discipline.
Trade receivables and payables and other current payables are not interest-bearing, therefore their carrying amount is similar to
their contractual value. The situation of assets and receivables according to maturity is presented below:

| Less than 3 | From 3 months | 1-5 years | > 5 years | Total contractual
31-Dec-25 | months | to 1 year |  |  | value
Liabilities |  |  |  |  |
Borrowings | - | 125,659,978 | 143,313,558 | - | 268,973,536
Other long-term debts | 12,746,250 | - | - | - | 12,746,250
Trade and other payables | 133,318,232 | - | - | - | 133,318,232
Leasing | 1,326,408 | 3,506,318 | 8,815,711 | 1,057,811 | 14,706,248
Total | 147,390,890 | 129,166,296 | 152,129,269 | 1,057,811 | 429,744,266
Assets |  |  |  |  |
Cash and cash equivalents | 24,182,258 | - | - | - | 24,182,258
Trade and other receivables | 80,604,166 | - | - | - | 80,604,166
Total | 104,786,424 | - | - | - | 104,786,424
Net assets/(liabilities) | (42,604,466) | (129,166,296) | (152,129,269) | (1,057,811) | (324,957,842)

| Less than 3 | From 3 months | 1-5 years | > 5 years | Total contractual
31-Dec-24 | months | to 1 year |  |  | value
Liabilities |  |  |  |  |
Borrowings | - | 130,039,779 | 148,015,697 | 13,964,445 | 292,019,921
Other long-term debts | 37,305,750 | - | - | - | 37,305,750
Trade and other payables | 112,918,114 | - | - | - | 112,918,114
Leasing | 1,133,298 | 3,176,837 | 5,517,367 | 319,611 | 10,147,113
Total | 151,357,162 | 133,216,616 | 153,533,064 | 14,284,056 | 452,390,898
Assets |  |  |  |  |
Cash and cash equivalents | 33,335,995 | - | - | - | 33,335,995
Trade and other receivables | 106,708,864 | - | - | - | 106,708,864
Total | 140,044,859 | - | - | - | 140,044,859
Net assets/(liabilities) | (11,312,303) | (133,216,616) | (153,533,064) | (14,284,056) | (312,346,039)

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
61
30.
CAPITAL MANAGEMENT
The Group monitors capital using the gearing ratio, defined as net debt divided by total capital. Net debt comprises total interest-
bearing borrowings (borrowings from the parent entity plus lease liabilities) less cash and cash equivalents. Total capital is the sum
of net debt and total equity. All amounts are expressed in full RON.
Capital structure at the reporting date
Net debt = total loans (current and long-term loans) minus cash and cash equivalents.
Total capital = equity plus net debt.

Total borrowings | 1 | 282,809,718 | 301,270,139
Less: cash and cash equivalents | 2 | (24,182,258) | (33,335,995)
Net debt | 3=1+2 | 258,627,460 | 267,934,144
Total capital (net debt + equity) | 4, | 460,240,622 | 502,742,210
Net debt to equity ratio | 3/4*100 | 56.19% | 53.29%

Loan contracts
Under the terms of the major borrowing facilities, the Group companies are required to comply with the several financial
covenants. Three subsidiaries did not compy with financial covenants at year end (Bico, Velta and Dial), but obtained bank
exemptions for failing to meet banking indicators or bank waivers. Please see Borrowings note for further details.
Dividends
No dividends were distributed to the owners of the parent company during the reporting periods.
31.
RELATED PARTIES
Parent entity:

The group is controlled by: |  |  | Ownership interest |
|  | Place of | 31 December | 31 December
Name | Type | incorporation | 2025 | 2024
Roca Investments SA | Immediate parent entity | Romania | 66.04% | 65.95 %

Subsidiaries:
Interests in subsidiaries are set out in note 1 – General information.
Key management personnel compensation:

| 2025 | 2024
Short-term employee benefits | 12,081,534 | 13,943,127

No other types of compensation are granted to key management personnel.

ROCA INDUSTRY HOLDINGROCK1 S.A. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING 31 DECEMBER 2025 (all amounts are expressed as ‘RON’ unless otherwise specified) 62 31. RELATED PARTIES (continued) Loans from related parties: |  |
Loans from parent entity | 2025 | 2024
Beginning of the year | 20,234,845 | 11,944,120
Loans advanced | 25,565,500 | 8,289,658
FX impact | 558,055 | 1,067
Loan repayments made | - | -
End of year | 46,358,400 | 20,234,845

Loans from other related parties (Mihai Birliba – former majority shareholder of |  |
Bico) | 2025 | 2024
Beginning of the year | - | 2,984,760
Loans advanced | - | 2,950,000
FX impact | - | 745
Loan repayments made | - | (5,935,505)
End of year | - | -

Interest payable | 2025 | 2024
Beginning of the year | 2,099,707 | 740,471
Interest expense | 1,656,912 | 1,359,566
Foreign exchange impact | 58,879 | (330)
Interest paid | - | -
End of year | 3,815,498 | 2,099,707

Dividends (Mihai Birliba) | 2025 | 2024
Beginning of the year | - | -
Dividends | 1,788,450 | -
Foreign exchange impact | - | -
Dividends paid | (1,409,145) | -
End of year | 379,305 | -

Other balances with related parties | 31 December | 31 December
| 2025 | 2024
DIAL - BP SUPPORT SERVICES - CFO SERVICES SUBSIDIARY | 43,742 | 32,326
DIAL - OBERHAUSER INVEST | 262 | -
EVOLOR - POIANA FERMECATA | - | 47,373
ELP - ROCA MANAGEMENT | 6,160 | 5,921
ELP - ELECTROPLAST INVESTMENT | 9,254 | 5,920
ELP - DISMARK SERVICES | 41,203 | 29,694
ELP - ADIDANA | - | 28,644
BICO – OBERHAUSER INVEST | 18,422 | -

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
63
31. RELATED PARTIES (continued)

Other transactions with related parties |  |
| 2025 | 2024
DIAL - BP SUPPORT SERVICES - CFO SERVICES SUBSIDIARY | 443,538 | 316,807
DIAL - OBERHAUSER INVEST | 82,880 | -
EVOLOR - POIANA FERMECATA | 240,399 | 596,926
EVOLOR - POIANA FERMECATA | 4,976 | 3,313
EVOLOR – OBERHAUSER INVEST | 231,447 | -
ELP - ROCA MANAGEMENT SRL | 72,559 | 71,047
ELP - ELECTROPLAST INVESTMENT | 109,193 | 74,088
ELP - DISMARK SERVICES | 490,910 | 427,947
ELP - ADIDANA | 83,983 | 208,613
VELTA - E.M.G LEGAL | 7,201 | -
VELTA - OBERHAUSER INVEST | 18,143 | -
BICO - BICO ENTREPRISE | 14,124 | -
BICO - OBERHAUSER INVEST | 181,990 | -

32.
CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

|  |  |  |  |  | Non-cash changes |
|  |  |  |  |  | Foreign |
|  | Financing | Acquisition of | New | Other | exchange |
| 1 ian-25 | cash flows | subsidiary | leases | changes | impact | 31-Dec-25
Bank loans (note 24) | 268,476,988 | (54,704,201) | - | - | 345,464 | 3,858,378 | 217,976,629
Loans from related parties |  |  |  |  |  |  |
(Note 31) | 20,234,845 | 25,565,500 | - | - | - | 558,055 | 46,358,400
Lease liabilities (Note 25) | 9,250,218 | (8,989,219) | - | 13,591,370 | (34,034) | 17,847 | 13,836,182
Total liabilities from financing activities | 297,962,051 | (38,127,920) | - | 13,591,370 | 311,430 | 4,434,280 | 278,171,211

|  |  |  |  |  | Non-cash changes |
|  |  |  |  |  | Foreign |
|  | Financing | Acquisition of | New | Other | exchange |
| 1 ian-24 | cash flows | subsidiary | leases | changes | impact | 31-Dec-24
Bank loans (note 24) | 253,220,822 | 9,985,966 | 5,371,000 | - | - | (100,800) | 268,476,988
Loans from related parties |  |  |  |  |  |  |
(note 31) | 14,928,880 | 5,304,153 | - | - | - | 1,812 | 20,234,845
Lease liabilities (note 25) | 11,479,962 | (4,482,077) | - | 2,250,752 | - | 1,581 | 9,250,218
Total liabilities from financing activities | 279,629,664 | 10,808,042 | 5,371,000 | 2,250,752 | - | (97,407) | 297,962,051

ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
64
33.
COMMITMENTS AND CONTINGENCIES
Commitments
On 25 October 2024, Roca Industry issued a corporate guarantee to First Bank for the credit facilities received by its subsidiary
Workshop Doors SRL in the amount of RON 21,400,000.
Taxation
All amounts owed to the State for taxes have been paid or recorded at the balance sheet date. The tax
system in Romania is
undergoing consolidation and harmonization with European legislation, and there
can be different interpretations by the tax
authorities in connection with tax law that may give rise to
additional taxes and penalties. In cases when the state authorities
identify non-compliances with or
violations of the Romanian laws, the following may occur: seizure of the amounts concerned,
imposing additional tax liabilities, fines, penalties for delays (applied to the remaining amounts payable). Therefore, tax
sanctions arising from violations of the law can lead to significant amounts payable to the State.
The Group companies consider that it has paid all fees, taxes, penalties and penalty interests on time and in full,
to the extent it was
applicable.
In Romania, tax periods are open for audits for a period of 5 years.
Geopolitical tensions
The invasion of Ukraine by the Russian Federation and the development of the conflict with global impact could have a
significant impact on companies with physical operations in Ukraine, Russia and Belarus, as well as on entities with indirect
interests (e.g. those with clients and suppliers, investments and creditors with operations in these countries). Also, the
sanctions imposed on the Russian government, Russian entities and Russian individuals in many jurisdictions could affect
companies, such as by losing access to financial resources and trade, but also by the side effects of sanctions on global prices
(e.g. oil, natural gas and other petroleum products). The effects of the conflict are widespread and
continually
evolving.
Companies that do not have operations in Russia and Ukraine could still be affected by the conflict, the effects including, but
not limited to:
•
Sanctions imposed on the clients of a company, which can impact its ability to sell goods and services and collect
receivables;
•
Sanctions imposed on a company's suppliers, which may impact its ability to obtain raw materials, goods and services,
or which may indirectly increase its costs of obtaining these elements from alternative sources;
•
Changes in the approach of customers and consumers on companies connected with Russia, Belarus or other
jurisdictions related to the Russian Federation, which could reduc e the demand for products of those companies;
•
Changes in risk appetite that may lead to the situation in which creditors and investors withdraw their financial
support for companies with ties to Russia, resulting in an increased liquidity risk and / or doubts about the continuity
of the activity of those companies;
•
Volatility in the prices of financial instruments and commodities, including oil, natural gas, other petroleum products
and minerals, but also volatility in foreign exchange rates.
However, based on the information available at the time of preparation of this report, the Company’s management has not
identified any concrete potential risks related to the Russia- Ukraine conflict, so no significant impact on the current course of
operations is estimated. The Company's has no direct exposure to business partners affected by the sanctions imposed since
the conflict began (customers, suppliers, banking institutions with which the Company collaborates, who have been directly
affected by the sanctions, as well as risks related to the future volatility of commodity prices or exchange rates) at the date of
preparation of these financial statements. At the date of approval of these financial statements, the Company's management
has no indication of any significant impact on the Company's business.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDING 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
65
33. COMMITMENTS AND CONTINGENCIES (continued)
Litigations
The management of the Group considers that the litigations in which the Group companies are involved will not have a
significant impact on the operations and the financial position of the Group.
Commitments
For the subsidies received, it was obliged to keep the fixed assets for a average period of 3 years, which was respected for all the
fixed assets purchased.
Environmental related matters
The Group has not recorded any liabilities as at 31 December 2025 and 31 December 2024 for any
anticipated costs, including
legal fees and consulting fees or costs for design and implementation of remediation plans, related to environmental matters.
The management of the Group does not consider that there are significant costs associated with environmental matters related
to its business activities.
34.
EVENTS AFTER THE REPORTING PERIOD
CHANGE OF MAJORITY SHAREHOLDER'S NAME
On January 2026, the majority shareholder changed its legal name from "SOCIETATEA DE INVESTITII ALTERNATIVE CU CAPITAL
PRIVAT ROCA INVESTMENTS SA (“ROCA INVESTMENTS”)" to " FORTALIS HOLDING S.A.". This change is purely a corporate name
change and does not affect the shareholder structure, ownership percentages, voting rights or control of the Company. All
rights and obligations of the majority shareholder under existing agreements with the Company remain in full force and effect.
APPOINTMENT OF CHIEF EXECUTIVE OFFICER
At the meeting of the Board of Directors held on 06 April 2025, Mr. Ioan-Adrian Bindea was appointed as Chief Executive Officer
of ROCA Industry. His mandate is granted for a period of 4 (four) years, starting from 01.05.2026 and ending on 01.05.2030.
NEW CREDIT FACILITY AGREEMENT
On March 2026, Terra Impex signed two credit facility agreements with Moldova Agroindbank S.A. ("MAIB"), in an aggregate
amount of approximately EUR 3,300,000. The first facility, intended for working capital purposes, matures in March 2029, and
the second facility, intended for capital expenditure financing, matures in March 2031. Both facilities bear interest at a initial
floating rate of 5.56% per annum. The interest rate was established based on a reference index of 2.06 percentage points, to
which a fixed margin of 3.5 percentage points was added.
These consolidated financial statements were approved and signed today, 28 April 2026.
Approved by,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature _________________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
SEPARATE FINANCIAL STATEMENTS FOR
THE YEAR ENDED 31 DECEMBER 2025
PREPARED IN ACCORDANCE WITH THE
ORDER OF THE MINISTRY OF PUBLIC FINANCE NO 2844/2016
FOR THE APPROVAL OF THE ACCOUNTING REGULATIONS IN ACCORDANCE WITH
ORDER OF MINISTRY OF FINANCE NO. 2844/2016(“OMFP NR. 2844/2016”)
CONTENTS:
PAGE:
SEPARATE STATEMENT OF COMPREHENSIVE INCOME 351
SEPARATE STATEMENT OF FINANCIAL POSITION 352
SEPARATE STATEMENT OF CHANGES IN EQUITY 353
SEPARATE STATEMENT OF CASH FLOWS 354
NOTES TO THE SEPARATE FINANCIAL STATEMENTS 355 – 386
ROCA INDUSTRY HOLDINGROCK1 S.A.
SEPARATE STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are expressed as ‘RON’ unless otherwise specified)
351
Note
2025
2024
Continuing operations
Other operating income
2,843
1,086
Depreciation and amortization
(201,158)
(168,607)
Employee benefit expenses
4
(3,617,807)
(3,501,601)
Advertising costs
(110,724)
(513,511)
(Impairment)/Reversal of impairment of investments in
subsidiaries
8
(11,689,937)
8,720,542
Other operating expenses
5
(4,442,505)
(3,591,583)
Other gains/(losses) – net
12,029
-
Operating (loss)/profit
(20,047,259)
946,326
Finance income
6
10,598,236
10,650,412
Finance costs
6
(2,267,101)
(1,831,108)
Net finance income
6
8,331,135
8,819,304
Result before income tax
(11,716,124)
9,765,630
Income tax expense
7
(48,744)
(446)
(Loss)/Profit for the period from continuing operations
(11,764,868)
9,765,184
Other comprehensive income for the period, net of tax
-
-
Total comprehensive income for the period
(11,764,868)
9,765,184
Earnings per share
Basic and diluted earnings per share (RON)
(0.047)
0.040
*) In December 2024, the Company's shareholders approved the process of the split of the nominal value of the shares (from RON 10 per share
to RON 1 per share). As a result of this process, the earnings per share calculation was updated with the new ROC1 share structure.
These separate financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
SEPARATE STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
352
Note
31 December
2025
31 December
2024
ASSETS
Non-current assets
Other intangible assets
394,454
6,233
Property, plant and equipment
31,895
37,901
Right-of-use assets
13
205,935
234,564
Investments in subsidiaries
8
216,766,928
227,369,185
Other non-current financial assets
9
70,608,586
78,740,290
Deferred tax assets
14
6,628
323
Total non-current assets
288,014,426
306,388,496
Current assets
Other current financial assets
9
14,648,479
6,083,936
Prepayments
101,412
253,493
Cash and cash equivalents
10
219,559
1,220,742
Total current assets
14,969,450
7,558,171
TOTAL ASSETS
302,983,876
313,946,667
EQUITY and LIABILITIES
Capital and reserves
Share capital
11
248,672,220
248,672,220
Share premium
44
44
Retained earnings
(10,822,432)
953,625
Total equity attributable to owners of the Company
237,849,832
249,625,889
Total equity
237,849,832
249,625,889
Non-current liabilities
Borrowings
12
23,081,315
5,968,920
Lease liability
13
122,587
80,493
Government grants
10,347
315
Total non-current liabilities
23,214,249
6,049,728
Current liabilities
Trade and other payables
15
14,467,380
41,374,144
Lease liability
13
87,055
156,091
Borrowings
12
27,092,582
16,365,632
Employee benefits - current
272,778
375,183
Total current liabilities
41,919,795
58,271,050
Total liabilities
65,134,044
64,320,778
TOTAL EQUITY AND LIABILITIES
302,983,876
313,946,667
These separate financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
353
Attributable to owners of the Company
Note
Share capital
Share premium
Retained
earnings
Total equity
Balance at 1 January 2025
248,672,220
44
953,625
249,625,889
Loss for the year
-
-
(11,764,868)
(11,764,868)
Total comprehensive income for the year
-
-
(11,764,868)
(11,764,868)
Transactions with owners in their capacity as owners:
Transaction costs on issuance of shares
-
-
(11,189)
(11,189)
Balance at 31 December 2025
248,672,220
44
(10,822,432)
237,849,832
Attributable to owners of the Company
Share capital
Share premium
Retained
earnings
Total equity
Balance at 1 January 2024
176,945,730
38
(8,608,064)
168,337,704
Profit for the year
-
-
9,765,184
9,765,184
Total comprehensive income for the year
-
-
9,765,184
9,765,184
Transactions with owners in their capacity as owners:
Share capital increase
11
71,726,490
6
-
71,726,496
Transaction costs on issuance of shares
-
-
(203,495)
(203,495)
Balance at 31 December 2024
248,672,220
44
953,625
249,625,889
These separate financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
SEPARATE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
354
Note
2025
2024
Result before tax
(11,716,124)
9,765,630
Adjustments for:
Depreciation and amortisation
201,158
168,607
Impairment/(Reversal of impairment) of investment in
subsidiaries
8
11,689,937
(8,720,542)
Dividends income
6
(6,158,417)
(5,831,126)
Amortisation of government grants
(2,843)
(1,086)
Interest income
6
(4,439,819)
(4,819,061)
Interest expense
6
1,856,530
1,826,994
Other gains/loses
3,531
-
Unrealized forex
(441,202)
87,729
Change in operating assets and liabilities,
Decrease/(Increase) in other receivables
64,342
(1,838,049)
Increase in trade and other payables
682,235
2,411,429
Decrease/(Increase) in prepayments
152,081
(182,307)
Cash flows from operating activities
(8,108,591)
(7,131,782)
Interest paid
(199,618)
(456,115)
Income taxes paid
(69,571)
-
Net cash utilized in operating activities
(8,377,780)
(7,587,897)
Cash flows from investing activities
Payments for acquisition of subsidiaries
(24,375,919)
(30,000,000)
Payments for acquisition of property, plant and equipment
(18,295)
(31,872)
Payments for intangible assets
(186,844)
(2,408)
Receipt of government grants
12,875
-
Dividends cashed
4,556,870
6,800,000
Interest received
2,021,827
1,592,487
Net cash utilized in investing activities
(17,989,486)
(21,641,793)
Cash flows from financing activities
Proceeds from loans granted to subsidiaries
-
10,970,860
Loans granted to subsidiaries
-
(4,376,360)
Loans received from parent company
25,565,500
8,289,658
Proceeds from shares issued
-
15,313,720
Repayments of lease liabilities
(188,228)
(164,149)
Transaction costs related to shares issuance
(11,189)
(203,495)
Net cash generated from financing activities
25,366,083
29,830,234
Net (decrease)/ increase in cash and cash equivalents
(1,001,183)
600,544
Cash and cash equivalents at the beginning of the year
10
1,220,742
620,198
Effects of exchange rate changes on cash and cash equivalents
-
-
Cash and cash equivalents at end of year
10
219,559
1,220,742
These separate financial statements were approved and signed today, 28 April 2026.
Approved,
Drawn up by
Surname and given name(s): Ioan-Adrian Bindea
Function: CEO
Signature _________________________
Surname and given name(s): Raluca Ghiță
Function: CFO
Signature ______________________
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
355
1.
GENERAL INFORMATION
Roca Industry Holdingrock1 S.A. (the "Company", the "Parent-Company" or "Roca Industry") is a Romanian company, established
in September 2021, the registered office being at 4 Gara Herastrau Street, building A, floor 3, district 2, Bucharest, Postal Code
020334. The Company is registered with the Trade Register under number J2021016918408 and has Unique Registration Code
(CUI) 44987869.
Roca Industry operates and implements its business strategy through its subsidiaries (together referred to as the “Group”).
Information on the Company’s subsidiaries is provided in Note 8 - Investment in subsidiaries. Roca Industry is listed on the main
regulated market of the Bucharest Stock Exchange (BVB).
The Company’s subsidiaries activate in the field of construction materials, i.e. in the production of fiberglass and fiberglass
reinforcement (BICO Group), the production of varnishes, paints, and decorative plasters (EVOLOR), the production of doors fo r
residential buildings (VELTADOORS), the production of edged panels and fencing mesh (DIAL) and the production of electric cables
(ELECTROPLAST).
The Company’s own principal activities are the holding of equity investments in its subsidiaries, the provision of intra-group
financing (loans granted to subsidiaries) and the performance of group holding, treasury and corporate-guarantee functions. The
Company has no operating, manufacturing, distribution or commercial activities of its own.
During the year ended 31 December 2025, the Company’s primary sources of income comprised dividend income and interest
income from loans granted to subsidiaries.
As of December 31st, 2025, the Company prepared separate financial statements which are available on the Company’s website:
www.rocaindustry.ro
2.
MATERIAL ACCOUNTING POLICIES
2.1 Basis of preparation
These financial statements are prepared in accordance with the provisions of the Minister of Finance Order no. 2844/2016
approving the accounting regulations compliant with the International Financial Reporting Standards as adopted by EU (“OMFP
2844”), with all subsequent modifications and clarifications.
These financial statements are the separate financial statements of ROCA Industry Holdingrock1 S.A. prepared in accordance with
OMFP 2844. They are prepared in addition to, and should be read together with, the consolidated financial statements of ROCA
Industry Holdingrock1 S.A. and its subsidiaries for the year ended 31 December 2025, which have been prepared in accordance
with OMFP 2844 and are available at the registered office of the Company (4 Gara Herăstrău Street, building A, floor 3, district 2,
Bucharest, Romania) and on the Company’s website, www.rocaindustry.ro.
The financial statements were authorized for issue by the Board of Directors on 28 April 2026 and will be submitted for
shareholders’ approval in the meeting scheduled on 28 May 2026.
The Company also issues an original version of the financial statements prepared in accordance with OMFP 2844/2016 in
Romanian language, that will be used for submitting to the Bucharest Stock Exchange, which is the original binding version.
Historical cost convention
The financial statements have been prepared on a historical cost basis. Historical cost is generally based on the fair value of the
consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that
price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability,
the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics
into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes
in these financial statements is determined on such a basis, except for leasing transactions that are within the scope of IFRS 16
Leases, and measurements that have some similarities to fair value but are not fair value, such as value in use in IAS 36 Impairment
of Assets.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
356
2. MATERIAL ACCOUNTING POLICIES (continued)
Functional and presentation currency
These separate financial statements are presented in Romanian New Lei (“RON”), which is the functional currency of the Company.
All amounts are presented in full RON, rounded to the nearest unit, unless otherwise stated.
Going concern
For the year ended 31 December 2025, the Company recorded an operating loss of RON 20,047,259, a net current liability position
of RON 26,950,345 and a net loss for the year of RON 11,764,868.
These financial statements have been prepared on a going-concern basis, which assumes that the Company will continue to realise
its assets and discharge its liabilities in the ordinary course of business for a period of at least twelve months from the date the
financial statements are authorised for issue.
In forming the going-concern judgement, management has prepared cash flow forecasts covering at least 12 months from the
approval date of the financial statements. These forecasts indicate that the Company will be able to meet its obligations as they
fall due, assuming continued financial support from the majority shareholder Roca Investments (actual Fortalis Holding SA), which
has been formally confirmed in a letter of financial support issued to the Company.
On the basis of this, management has concluded — at the time of approving these separate financial statements — that the
Company has adequate resources to continue as a going concern for the foreseeable future. The going-concern assumption
remains appropriate as the basis for the preparation of these separate financial statements.
Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the Company’s separate financial statements in accordance with IAS 27
Separate Financial Statements, less any accumulated impairment losses.
Dividends received from subsidiaries are recognised in profit or loss when the Company’s right to receive payment is established.
At each reporting date, the Company assesses whether there is any indication that an investment in a subsidiary may be impaired.
Where such an indication exists, the recoverable amount of the investment is estimated in accordance with IAS 36 Impairment of
Assets. An impairment loss is recognised in profit or loss when the carrying amount of the investment exceeds its recoverable
amount. Impairment losses are reversed if, and only if, there has been a change in the estimates used to determine the recoverable
amount.
Leases
The Company assesses whether a contract is or contains a lease, at inception of the contract. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration.
➢ Company as lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of
low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
357
2. MATERIAL ACCOUNTING POLICIES (continued)
Leases (continued)
(i) Right-of-use assets
The Company recognizes the right-of-use assets at the commencement date of the lease (i.e. on the date on which the underlying
asset is available for use). Right-of-use assets are valued at cost, less any accumulated depreciation and impairment losses, and
adjusted for any revaluation of lease receivables, The cost of right-of-use assets includes the amount of recognized lease
receivables, the initial direct costs incurred and the lease payments made on or before the starting date, minus any lease incentives
received, Right-of-use assets are written off linearly for the shortest period between the lease term and the estimated useful life
of the assets, as follows:
✓ Buildings: 1 year
✓ Vehicles: 4 years
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment.
ii) Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual
value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by
the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to
terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce
inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement
date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments
(e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a cha nge
in the assessment of an option to purchase the underlying asset.
In order to determine the incremental loan rate, the Company shall:
✓ where possible, use as a starting point the recent funding received by third parties by the Company, adjusted to reflect
changes in the funding conditions from the time of receipt of third-party fundings;
✓ use a cumulative approach that starts from an adjusted risk-free interest rate for credit risk for leases held by the
Company, where it has no recent third-party funding, and
✓ make lease-specific adjustments, e,g, term, country, currency and guarantee,
iii) Short-term leases and leases of low-value assets
The Company applies the short-term lease exemption to its short-term lease of machinery and equipment (i,e, those leases that
have a lease life of 12 months or less from the commencement date and do not contain a purchase option). The Company also
applies the exemption from recognition of leases of low value assets for leases of office equipment considered to be of low value.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
358
2. MATERIAL ACCOUNTING POLICIES (continued)
Leases (continued)
Lease payments on short-term leases and leases of low-value assets are recognized as expenses on a linear basis over the lease
term.
➢ Company as lessor
The Company did not enter into any lease agreements as a lessor.
Financial assets
Initial recognition and assessment
Financial assets are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A
financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value, plus or
minus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition
or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Financial assets – Classification and subsequent measurement
On initial recognition, a financial asset is classified as subsequently measured at: amortised cost; fair value through other
comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes ts business model fo r
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period
following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
All financial assets are measured at amortised cost considering the factors below.
Financial assets – Business model assessment
The Company's business model for managing financial assets refers to how it manages its financial assets to generate cash flows.
The business model determines whether cash flows will result from the collection of contractual cash flows, the sale of finan cial
assets or both. Financial assets classified and measured at amortized cost are held within a business model with the objective of
holding financial assets to collect contractual cash flows, while financial assets classified and measured at fair value through OCIs
are held within a business model with the objective of both owning to collect contractual cash flows and selling. Purchases or sales
of financial assets requiring delivery of assets within a time frame set by market regulations or conventions (ordinary transactions)
are recognized at the trade date, i,e, at the time the Company commits to buy or sell the asset.
Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest (SPPI)
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is ref erred
to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and
measured at fair value through profit or loss, irrespective of the business model.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
359
2. MATERIAL ACCOUNTING POLICIES (continued)
Financial assets (continued)
For the purposes of subsequent valuation, financial assets are classified in four categories:
➢ Financial assets at amortized cost (debt securities);
➢ Financial assets at fair value through OCI with recycling of accumulated gains and losses (debt instruments);
➢ Financial assets designated at fair value through OCIs without recycling accumulated gains and losses on derecognition
(equity instruments);
➢ Financial assets at fair value through profit or loss account.
The objective of the business model for these financial instruments is to collect amounts due from the Company’s receivables and
to earn contractual interest income on the amounts to be collected
In performing the ECL assessment, management considers the subsidiary’s financial performance, liquidity and cash-flow
projections, debt servicing capacity and the broader economic environment. The expected credit loss assessment of intercompany
loans is performed independently from the impairment testing of investments in subsidiaries under IAS 36 Impairment of Assets.
While the results of IAS 36 impairment tests are considered as part of the overall assessment of the subsidiary’s financial p osition,
the ECL assessment focuses on the subsidiary’s ability to meet its contractual obligations under the loa n.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or a part of a group of similar financial assets) is primarily
derecognized (i.e. drawn from the statement of the financial position of the Company) when:
✓ The rights to receive cash flows from the asset have expired, or
✓ The Company has transferred its rights to receive cash flows from the asset or has undertaken an obligation to pay fully the
cash flows received, without significant delay, to a third party under a pass-through arrangement; and either (a) The Company
has substantially transferred all the risks and benefits associated with the asset, or (b) the Company has neither transferred
nor substantially retained all the risks and benefits associated with the asset, but has transferred control of the asset.
Cash and short-term deposits
In the statement of financial position, cash and cash equivalents comprise cash at banks and on hand and short-term highly liquid
deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an
insignificant risk of changes in value.
Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.
Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. The y
are generally due for settlement within 30 days and are therefore all classified as current. Trade receivables are recognised initially
based on the transaction price, unless they contain significant financing components when they are recognised at fair value. They
are subsequently measured at amortised cost using the effective interest method, less loss allowance.
Impairment
The Company applies the simplified approach of IFRS 9 for measuring expected credit losses, using a lifetime expected loss
reduction (ECL) for all commercial receivables. In order to measure the expected credit losses, trade receivables are grouped on
the basis of the common characteristics of credit risk and days of delay.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
360
2. MATERIAL ACCOUNTING POLICIES (continued)
Trade receivables (continued)
The expected loss rates are based on the sales payment profiles for a period of 36 months before 31 December 2025, respectively
1 January 2025, and the corresponding historical credit losses incurred during that period. Historical loss rates are adjusted to
reflect current and future information on macroeconomic factors that affect customers’ ability to settle receivables.
Trade receivables are cancelled when there is no reasonable expectation of recovery. Indicators showing that there is no
reasonable expectation of recovery include, inter alia, the fact that a debtor does not engage in a reimbursement plan with the
Company and does not make contractual payments for a period exceeding 120 days of delay, Impairment losses on trade
receivables are presented as net impairment losses in operating profit. Subsequent recoveries of previously cancelled amounts
are credited to the same item.
Financial liabilities
Initial recognition and assessment
Financial liabilities are classified, on initial recognition, as financial liabilities at fair value through profit or loss, or other liabilities,
or as derivatives designated as hedging instruments in effective hedge, as applicable.
All financial liabilities are initially recognized at fair value and, in the case of other liabilities, at the net amount of directly
attributable transaction costs.
The financial liabilities of the Company include trade and other payables as well as loans, including bank overdrafts.
Subsequent assessment
For the purposes of subsequent valuation, financial liabilities are classified in two categories:
➢ Financial liabilities at fair value through profit or loss;
➢
Financial liabilities at amortized cost (trade and other payables and loans).
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated
at initial recognition as at fair value through profit or loss.
Gains or losses on liabilities held for trading shall be recognized in the profit and loss account.
Financial liabilities designated at initial recognition at fair value through profit or loss are designated at the initial recognition date
and only if the criteria in IFRS 9 are met. The Company did not designate any financial liability as at fair value through profit or
loss.
Other financial liabilities at amortized cost
This is the most relevant category for the Company. After initial recognition, interest-bearing loans and loans are subsequently
valued at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liab ilities
are derecognized as well as through the EIR amortization process.
The amortized cost is calculated by taking into account any reduction or acquisition premium and fees or costs that form an
integral part of the EIR. The amortization of the EIR is included as financial costs in the profit and loss account.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
361
2. MATERIAL ACCOUNTING POLICIES (continued)
Financial liabilities (continued)
Derecognition
A financial liability is derecognized when the obligation arising from that liability is satisfied, cancelled or expires. Where an existing
financial liability is replaced by another debt on substantially different terms from the same creditor, or where the conditions of
an existing claim are substantially changed, such exchange or such modification shall be treated as derecognition of the original
debt and recognition of a new claim. The difference between those carrying amounts is recognized in the profit or loss account.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit
or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are
recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In
this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of
the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the
facility to which it relates.
Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and
the consideration paid, including any noncash assets transferred or liabilities assumed, is recognised in profit or loss as other
income or finance costs.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting period.
Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which
are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after th e
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective
interest method.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of the financial position if there
is a currently applicable legal right to clear amounts recognized and if there is an intention to settle on a net basis, realize assets
and settle liabilities simultaneously.
Measuring fair value
Fair value is the price that would have received to sell an asset or paid to transfer a liability to an orderly transaction between
market participants at the measurement date. The Company shall measure the fair value of an asset or liability on the basis of
assumptions that market participants would use when pricing the asset or liability, assuming that they act to obtain maximum
economic benefits.
The Company shall use valuation techniques that are appropriate to the circumstances and for which sufficient data are available
to measure fair value, maximizing the use of relevant observable data and minimizing the use of unobservable data, All assets and
liabilities that are measured at fair value in the financial statements shall be included in the fair value hierarchy, depending on the
nature of the input data, as follows:
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
362
2. MATERIAL ACCOUNTING POLICIES (continued)
➢ Level 1 — quoted prices on active markets for identical assets or liabilities that the entity can access at the valuation
date;
➢ Level 2 — data other than quoted prices included in Level 1 that are observable for the asset, either directly or
indirectly;
➢ Level 3 — input data for the asset or liability.
At each reporting date, the Company shall review the values of assets and liabilities that require revaluation or discounting of fair
value in accordance with applied accounting policies. The carrying amount of the Company's main assets and liabilities (cash, trade
receivables and other receivables, trade receivables and other current receivables) is close to their fair value at the reporting date.
Current versus non-current classification
The Company shall disclose the assets and liabilities in the statement of financial position on the basis of the current/long-term
classification. An asset is current when:
It is expected that they will be made or are intended to be sold or consumed within the normal operating cycle:
✓ Held primarily for trading purposes,
✓ Expected to be achieved within twelve months of the reporting period, or
✓ Cash or cash equivalent, unless it cannot be exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as long-term.
A liability is current when:
✓ It is expected to be settled within the normal operating cycle,
✓ It is primarily held for the purpose of trading,
✓ It must be settled within twelve months after the reporting period, or
✓ There is no unconditional right to postpone the settlement of the debt for at least twelve months after the reporting
period,
The Company classifies all other liabilities as long-term.
Deferred tax assets and liabilities are classified as assets and long-term receivables.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as
a deduction, net of tax, from the proceeds. Any excess of the fair value of consideration received over the par value of shares
issued, is presented as a share premium.
Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the
Company, on or before the end of the reporting period but not distributed at the end of the reporting period.
Dividend income
Dividend income from subsidiaries is presented as finance income in the statement of profit or loss, and on the cash flow from
investment activities as the Company’s primary activity is holding investments in subsidiaries.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
363
2. MATERIAL ACCOUNTING POLICIES (continued)
Finance costs
Interest income and expenses are measured and recognized using the effective interest method, as prescribed by IFRS 9 Financial
Instruments. Interest income and expense, as gained or incurred, are included in the statement of profit or loss within “Finance
income” and “Finance costs”.
Taxation
Income tax expenses consist of current tax and deferred tax.
➢ Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there
will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to
become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous
experience in respect of such activities and in certain cases based on specialist independent tax advice.
➢ Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
✓ When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction tha t
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss
✓
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint
arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future
.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused
tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
✓ When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss
✓ In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in
joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
364
2. MATERIAL ACCOUNTING POLICIES (continued)
Taxation (continued)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in OCI or directly in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are
recognised subsequently if new information about facts and circumstances change. The adjustment is either treated as a reduction
in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement period or recognised in profit or
loss.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current
tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax
liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which
significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Current tax and deferred tax for the financial year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive
income or directly in equity respectively.
Foreign currency translation
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets
and liabilities denominated in foreign currencies at year end exchange rates, are recognised in statement of profit or loss.
Foreign exchange gains and losses are presented in the statement of profit or loss, within finance costs.
Employee benefits
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to
be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised
in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the statement of financial
position. The Company does not grant long term or post-employment benefits.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
365
2. MATERIAL ACCOUNTING POLICIES (continued)
2.2 New and amended standards adopted by the Company
Initial application of new amendments to existing standards which are effective for the current reporting period
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on
or after 1 January 2025 (unless otherwise stated). The Company has not early adopted any other standard, interpretation or
amendment that has been issued but is not yet effective.
➢ Lack of Convertibility – Amendments to IAS 21
The amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates specify how an entity should assess whether a
currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments
also require disclosure of information that enables users of its financial statements to understand how the currency not being
exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial positio n and
cash flows. The amendments are effective for annual reporting periods beginning on or after 1 January 2025. When applying the
amendments, an entity cannot restate comparative information.
The amendments did not have a material impact on the Company’s financial statements.
2.3 Standards and amendments to the existing standards issued by IASB and adopted by the EU but not yet effective
The following amended standards are effective for annual periods beginning after 1 January 2026 and the Company has not early
adopted:
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) –
effective for annual reporting periods beginning on or after 1 January 2026;
• Annual Improvements to IFRS Accounting Standards (Issued in July 2024 and effective from 1 January 2026)
• Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) - effective for annual reporting
periods beginning on or after 1 January 2026;
• IFRS 18 Presentation and Disclosure in Financial Statements - effective for annual reporting periods beginning on or after
1 January 2027;
• IFRS 19 Subsidiaries without Public Accountability: Disclosures - effective for annual reporting periods beginning on or
after 1 January 2027;
• Annual Improvements to IFRS Standards – volume 11 - effective for annual reporting periods on or after 1 January 2026.
The Company has not early adopted any of these amended standards and does not expect that they will have a significant impact
on the Company’s separate financial statements when become effective. For IFRS 18, the amendments are under assessment in
order to conclude on their impact on the Company’s financial statements.
3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of these separate financial statements in accordance with the IFRS requires the Company’s management
to use estimates and assumptions that affect the application of accounting policies, as well as the reported value of assets
and liabilities. The related estimates and judgments are based on historical data and other factors considered to be relevant
in the given circumstances, and the result of these factors forms the basis of the judgments used in determining the
accounting value of assets and liabilities for which there are no other valuation sources available. Actual results may differ
from the estimated values.
Estimates and judgments are continuously reviewed. Revisions of accounting estimates are recognized in the period in which
the estimate is revised, if the revision affects only that period, or in the current period and future periods, if the revision
affects both the current period and future periods.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
366
3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)
The following judgements, apart from those involving estimations, have been made by management in applying the
Company’s accounting policies and have the most significant effect on the amounts recognised in the separate financial
statements:
•
Control over investees. Management has concluded that the Company controls each of Evolor, Electroplast, Bico
Industries, VeltaDoors and Dial within the meaning of IFRS 10 on the basis of its majority ownership interest (60% to
99.99%) and the absence of any substantive participating rights held by other parties. Accordingly the investees are
accounted for as subsidiaries and measured at cost less accumulated impairment losses.
•
The estimates and assumptions that have a significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities within the next financial year relate to the impairment testing of investments in
subsidiaries, including the projection of future cash flows, the discount rates, the long-term growth rates, terminal
EBITDA margins. The detailed sensitivity analysis and sources of estimation uncertainty are presented in Note 8 —
Investment in subsidiaries.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
367
4. EMPLOYEE BENEFIT EXPENSES
2025
2024
Wages and salaries
(3,536,776)
(3,394,675)
Social security contributions
(81,031)
(106,926)
Total
(3,617,807)
(3,501,601)
5. OTHER OPERATING EXPENSES
2025
2024
Consulting fees
(1,801,168)
(800,612)
Audit fees
(647,252)
(450,547)
Rent
(428,704)
(438,849)
Expenses with third parties services
(423,438)
(366,149)
Marketing expenses
(301,238)
(287,625)
Capital market services
(270,217)
(286,174)
Evaluation fee
(135,339)
(227,979)
Transportation costs
(73,215)
(151,933)
Human resources consultancy
(65,156)
(240,288)
Expense with energy and water
(59,133)
(50,695)
Insurance policy expenses
(48,474)
(15,955)
Legal consultancy
(46,063)
(89,032)
Tax expenses
(39,019)
(36,508)
Repairs and maintenance costs
(5,608)
(8,855)
Other expenses
(98,481)
(140,382)
Total
(4,442,505)
(3,591,583)
6. FINANCE INCOME AND FINANCE COSTS
Finance costs
2025
2024
Interest on loans received
(1,840,313)
(1,815,681)
Interest on lease liabilities
(16,217)
(11,313)
Bank commissions
(3,214)
(4,114)
Net foreign exchange gains/(losses)
(407,357)
-
(2,267,101)
(1,831,108)
Finance income
Dividends income
6,158,417
5,831,126
Interest income
4,439,819
4,819,061
Net foreign exchange gains
-
225
10,598,236
10,650,412
7. INCOME TAX
2025
2024
Current tax
(55,049)
-
Deferred tax (see note 14)
6,305
(446)
Income tax expense
(48,744)
(446)
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
368
8. INVESTMENT IN SUBSIDIARIES
Subsidiaries
The Company's subsidiaries are as follows:
Name of subsidiary
Principal activities
Place of
incorporation
Ownership held by the Company
31.12.2025
31.12.2024
EVOLOR SA
Varnishes, paints and decorative plasters
Romania
99.9916%
100%
ELECTROPLAST SA
Copper and aluminum electric cables
Romania
99.999975%
99.999975%
BICO INDUSTRIES SA
Fiberglass and fiberglass reinforcement
Romania
60%
60%
VELTADOORS SA*
Doors for residential buildings
Romania
99.9889%
100%*
DIAL SA
Edged panels and fencing mesh
Romania
99.99986%
100%
* Workshop was acquired in two steps during 2024 - 70% in February 2024 and remaining 30% in October 2024. At the end of 2024
Workshop Doors merged with EcoEuro Doors, when Workshop Doors was the absorbing entity and it was renamed VeltaDoors
In September 2024, respectively June 2025, the Board of Directors of ROCA Industry approved the change in legal form from
a limited liability company (SRL) to a joint-stock company (SA) for three of its subsidiaries – Evolor, Dial, and Veltadoors. The
decision was made to improve corporate governance practices both at the parent company level and across the portfolio
entities, by adopting a management structure aligned with best practice standards, aiming to optimize the decision-making
process.
The legal transformations were completed in June 2025, in accordance with the provisions of Article 10, paragraph (1) of
Law no. 31/1990, which stipulates that a joint-stock company must have a minimum share capital of 90,000 RON and at
least two shareholders. To meet this legal requirement, Fortalis Holding SA (former Roca Investments SA), the majority
shareholder of ROCA Industry, acquired one share in each of the three companies concerned.
In the case of Veltadoors, in order to meet the minimum share capital requirement, ROCA Industry approved the partial
conversion of a loan granted to the company into shares, amounting to 87,680 RON, based on a loan agreement and
Addendum No. 2, signed on June 4, 2025.
The tables below provide summarized financial information about investments held in subsidiaries:
As at 31 December 2024
Carrying value of investment
Name of subsidiary
Gross value
Value adjustments
Net value
EVOLOR SRL
100
-
100
ELECTROPLAST SRL
45,750,989
-
45,750,989
BICO INDUSTRIES SA
71,022,300
-
71,022,300
DIAL SRL
7,000,100
-
7,000,100
VELTADOORS SRL (former Workshop Doors)
103,595,696
-
103,595,696
Total
227,369,185
-
227,369,185
As at 31 December 2025
Carrying value of investment
Name of subsidiary
Gross value
Value adjustments
Net value
EVOLOR SA
1,000,100
-
1,000,100
ELECTROPLAST SA
45,750,989
-
45,750,989
BICO INDUSTRIES SA
71,022,300
(5,531,620)
65,490,680
DIAL SA
7,000,100
(2,269,317)
4,730,783
VELTADOORS SA
103,683,376
(3,889,000)
99,794,376
Total
228,456,865
(11,689,937)
216,766,928
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
369
8. INVESTMENT IN SUBSIDIARIES (continued)
At the end of each fiscal year, the Company's management evaluates indicators that an investment in a subsidiary may be
impaired. Where such an indication exists, the recoverable amount of the investment is estimated.
The Company has contracted the services of an external valuator to assist in determining the recoverable amounts at December
31, 2025, respectively December 31, 2024.
The recoverable amount of each investment was determined on the basis of valuation reports prepared by an external
independent specialist ( ANEVAR valuator – Veridio SRL) and adjusted by management where appropriate, to reflect subsequent
actual information relating to the key assumptions used.. The recoverable amount was determined as the value in use using DCF
models and considering the net debt of the subsidiary. Where recoverable amount was below cost, an impairment loss has been
recognised in profit or loss.
The Company reassessed the recoverable amount of its investments as of December 31, 2025, and recorded impairments
amounting to RON 11,689,937 for investments in its subsidiaries Bico Industries SA , Dial SA and VeltaDoors SA, as per the details
below:
Investment
Cost
Recoverable
amount
(Shortfall) /
headroom
Impairment
Net value
Bico Industries (60%)
71,022,300
65,490,680
(5,531,620)
(5,531,620)
65,490,680
Evolor
1,000,100
46,985,000
45,984,900
—
1,000,100
VeltaDoors
103,683,376
99,794,376
(3,889,000)
(3,889,000)
99,794,376
Dial
7,000,100
4,730,783
(2,269,317)
(2,269,317)
4,730,783
Electroplast
45,750,989
103,945,000
58,194,011
—
45,750,989
Total
228,456,865
320,945,839
92,488,974
(11,689,937)
216,766,928
Key assumptions used in the value-in-use calculation
Events and circumstances that led to the impairment charges
The impairment loss of RON 5,531,620 in respect of Bico Industries reflects a tightening of fiberglass margins in the regional market
and a downward revision of medium-term volume growth relative to the 2024 business plan considering IAS 36 requirement of
excluding future investments planned. The impairment loss of RON 3,889,000 in respect of VeltaDoors reflects management’s
updated analysis of the integration trajectory post-merger, including revisions to expected synergies and the competitive pressure
on residential-doors pricing. The impairment loss of RON 2,269,317 in respect of Dial reflects continued subdued demand in edged-
panels and fencing-mesh and a reduction in thevalue in use, mainly due to negative working capital estimated in the model and
moderate increases in forecasted and projected sales . For each of Bico, VeltaDoors and Dial the estimated recoverable amount
at 31 December 2025 was below cost and impairment losses have been recorded. For Evolor and Electroplast the value in use
materially exceeds cost and no impairment loss has been recognised (see sensitivity analysis below).
Forecast horizon
The impairment tests were performed based on value-in-use calculations using discounted cash flow (DCF) models prepared at
the level of each cash-generating unit. The models are based on financial projections approved by management, covering an
explicit forecast period of five years (2026–2030), derived from the Group’s business plans and historical performance, and
considering market and industry-specific assumptions.
Future cash flows were estimated based on projected revenues, EBITDA margins and working capital requirements, and reflect
management’s expectations regarding the evolution of the businesses. A terminal value was determined using a long-term growth
rate reflecting expected long-term market conditions. The projected cash flows were discounted using a pre-tax discount rate
(WACC), which reflects current market assessments of the time value of money and the risks specific to each cash-generating unit.
The recoverable amount of each investment was determined by comparing the present value of future cash flows with the carryin g
amount of the respective investment, in accordance with IAS 36.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
370
8. INVESTMENT IN SUBSIDIARIES (continued)
Budgeted EBITDA was estimated taking into account past experience and forecasted growth. Revenue growth was projected taking
into account the average growth levels experienced over the past years and the estimated activity levels and price growth for the
next five years.
The terminal value is an estimate of the present value of the cash flows in the terminal period, as at the end of the forecast period,
based on the final cash flow in the forecast period, plus the terminal growth rate.
The following table sets out the key assumptions used in the VIU calculation for each investment (discount rates are post-tax;
long-term growth rates apply to extrapolation beyond the explicit forecast horizon):
Investment
Post-tax WACC
LT growth rate
Average EBITDA
Bico (Fiberglass)
12.73%
2.80%
11%
Evolor (Paints)
13.18%
3.00%
16%
VeltaDoors (Doors)
15.36%
2.80%
20%
Dial (Edged panels + fencing)
13.02%
2.80%
11%
Electroplast (Cables)
14.11%
3.00%
9%
Sensitivity of the recoverable amount to changes in key assumptions
In accordance with IAS 36, management has performed a sensitivity analysis on the value in use calculations to assess whether
reasonably possible changes in the key assumptions would cause the carrying amount of any investment to exceed its recoverable
amount. The sensitivity analysis was performed by independently flexing each of the key assumptions whilst keeping all other
assumptions constant.
The headroom (i.e. the amount by which the recoverable amount exceeds the carrying amount of the investment) and the change
required in each of the principal key assumptions to reduce the recoverable amount to the carrying amount of each investment is
disclosed in the table below:
Investment
Headroom
(RON ‘000)
Discount rate increase
eliminating headroom
(pp)
Average EBITDA
margin reduction
eliminating headroom
(pp)
LT growth
reduction
eliminating
headroom (pp)
Evolor SA
45,985
>+2.0 pp
−24.0 pp
>−2.0 pp
Electroplast SA
58,194
>+2.0 pp
−36.0 pp
>−2.0 pp
Breakeven column shows the change in the single assumption in isolation that would reduce the recoverable amount to the carrying
amount.
Based on the sensitivity analysis performed, management has concluded that, for the Evolor and Electroplast investments, no
reasonably possible change in any of the key assumptions, considered individually, would cause the carrying amount of the
investment to exceed its recoverable amount as at 31 December 2025.
Sources of estimation uncertainty
The determination of the recoverable amount of investments involves significant judgement and the use of estimates regarding
future market conditions, the achievement of management’s strategic plans, the realisation of planned synergies and capacity
expansions, the evolution of raw-material and energy prices, foreign-exchange rates, the trajectory of Romanian inflation, and the
appropriate discount rates. The most sensitive key variables used in the impairment tests are the average EBITDA rates and the
discount rates.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
371
8. INVESTMENT IN SUBSIDIARIES (continued)
Parent company
The immediate and ultimate holding company of the Company is Fortalis Holding SA (former SOCIETATEA DE INVESTITII
ALTERNATIVE CU CAPITAL PRIVAT ROCA INVESTMENTS S.A (Roca Investments S.A.) which owns 66.04% (2024: 65.95%) of its
ordinary shares is based in Romania.
9. OTHER FINANCIAL ASSETS
Other current financial assets
31 December
2025
31 December
2024
Loans granted to related parties
10,477,800
1,890,158
Dividends to be received
2,132,674
4,050,418
Interest receivables on loans to related parties
1,990,070
45,605
Income tax receivable
14,522
-
Advances paid
1,138
7,126
Other receivables from related parties
-
28,401
Other receivables
32,275
62,228
14,648,479
6,083,936
Other non-current financial assets
Loans granted to related parties
58,798,626
67,565,582
Interest receivables on loans to related parties
11,809,960
11,174,708
70,608,586
78,740,290
.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
372
9. OTHER FINANCIAL ASSETS (continued)
Loans granted to subsidiaries as at 31 December 2025
Subsidiary
Type of loan
Interest rate
Maturity
31-Dec-25
Total amount to
be recovered,
out of which:
Current
Non-current
Loan
granted
Interest
To be received
EVOLOR
Loan granted to subsidiaries
6%
25-Nov-27
24,000,000
4,492,000
28,492,000
-
28,492,000
EVOLOR
Loan granted to subsidiaries
1M ROBOR +2.5%
18-Nov-27
4,099,691
1,380,289
5,479,980
-
5,479,980
VELTADOORS
Loan granted to subsidiaries
6%
16-May-26
6,628,050
1,468,113
8,096,163
8,096,163
-
VELTADOORS
Loan granted to subsidiaries
1M EURIBOR + 3%
27-Sep-26
1,937,430
131,951
2,069,381
2,069,381
-
VELTADOORS
Loan granted to subsidiaries
1M EURIBOR + 3%
16-Dec-27
1,784,475
328,004
2,112,479
-
2,112,479
VELTADOORS
Loan granted to subsidiaries
1M ROBOR + 2%
27-Jul-26
1,912,320
390,006
2,302,326
2,302,326
-
DIAL
Loan granted to subsidiaries
6%
19-Sep-27
17,425,248
4,004,317
21,429,565
-
21,429,565
DIAL
Loan granted to subsidiaries
1M EURIBOR + 3.3%
29-Aug-27
4,068,840
772,363
4,841,203
-
4,841,203
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
3,059,100
-
3,059,100
-
3,059,100
ELECTROPLAST
Loan granted to subsidiaries
6%
31-Dec-27
1,306,252
362,969
1,669,221
-
1,669,221
ELECTROPLAST
Loan granted to subsidiaries
1M ROBOR + 3%
31-Dec-27
1,019,700
229,980
1,249,680
-
1,249,680
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
678,440
84,493
762,933
-
762,933
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
1,356,880
155,545
1,512,425
-
1,512,425
TOTAL
69,276,426
13,800,030
83,076,456
12,467,870
70,608,586
On 10 September 2025, by the resolution of the Board of Directors (BoD), the maturity of the following loan was extended by an additional period of 1 year:
➢ The loan granted by the Company, as lender, on 27 September 2024, to VeltaDoors (former Eco Euro Doors), as borrower, in the amount of 380,000 EUR, with a maturity date
extended to September 27, 2026;
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
373
9. OTHER FINANCIAL ASSETS (continued)
Loans granted to subsidiaries as at 31 December 2024
Subsidiary
Type of loan
Interest rate
Maturity
31-Dec-24
Total amount to
be recovered,
out of which:
Current
Non-current
Loan
granted
Interest
To be received
EVOLOR
Loan granted to subsidiaries
6%
25-Nov-27
24,000,000
4,032,000
28,032,000
-
28,032,000
EVOLOR
Loan granted to subsidiaries
1M ROBOR +2.5%
18-Nov-27
5,099,691
937,047
6,036,738
-
6,036,738
VELTADOORS
Loan granted to subsidiaries
6%
16-May-26
6,466,330
1,038,924
7,505,254
-
7,505,254
VELTADOORS
Loan granted to subsidiaries
1M EURIBOR + 3%
27-Sep-26
1,890,158
30,032
1,920,190
1,920,190
-
VELTADOORS
Loan granted to subsidiaries
1M EURIBOR + 3%
16-Dec-27
1,740,935
229,102
1,970,037
-
1,970,037
VELTADOORS
Loan granted to subsidiaries
1M ROBOR + 2%
27-Jul-26
2,000,000
230,353
2,230,353
-
2,230,353
DIAL
Loan granted to subsidiaries
6%
19-Sep-27
17,000,084
2,872,442
19,872,526
-
19,872,526
DIAL
Loan granted to subsidiaries
1M EURIBOR + 3.3%
29-Aug-27
3,969,563
528,704
4,498,267
-
4,498,267
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
2,984,460
484,484
3,468,944
-
3,468,944
ELECTROPLAST
Loan granted to subsidiaries
6%
31-Dec-27
1,274,379
355,563
1,629,942
-
1,629,942
ELECTROPLAST
Loan granted to subsidiaries
1M ROBOR + 3%
31-Dec-27
994,820
225,288
1,220,108
-
1,220,108
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
678,440
82,397
760,837
-
760,837
ELECTROPLAST
Loan granted to subsidiaries
1M ROBOR + 3.5%
30-Aug-24
-
15,573
15,573
15,573
-
ELECTROPLAST
Loan granted to subsidiaries
NBR reference interest rate
31-Dec-27
1,356,880
158,404
1,515,284
-
1,515,284
TOTAL
69,455,740
11,220,313
80,676,053
1,935,763
78,740,290
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
374
10. CASH AND CASH EQUIVALENTS
31 December
2025
31 December
2024
Cash at bank and in hand
219,559
22,540
Deposits at call
-
1,198,202
219,559
1,220,742
11. SHARE CAPITAL
31 December 2025
31 December 2024
Nr. of shares
RON
No. of shares
RON
Share capital
Authorized ordinary shares
248,672,220
248,672,220
248,672,220
248,672,220
At the beginning of 2024, the Company finalized the share capital increase, converting into shares the debt that Roca Industry
owed to Roca Investments SA (currently Fortalis Holding SA) in the amount of RON 56,412,770. In addition, also as part of the
share capital increase, the Company received the amount of RON 15,313,720 as a result of the new shares issued.
Thus, as at December 31, 2024 and 2025, the paid-in subscribed capital consists of: RON 121.3 million, representing the paid-in
subscribed capital, RON 71 million, representing the contribution in kind of 60% of the shares of Bico Industries SA. and RON 56.4
million, representing the contribution in kind of 99.999975% of the shares of Electroplast SA.
During 2024, the Company requested shareholders' approval to split the nominal value of the shares (from RON 10 per share to
RON 1 per share). On December 18, 2024, the Company received the certificate of registration of the split of the nominal value of
ROCA Industry shares from the Financial Supervisory Authority, split which was approved by resolution of the Extraordinary
General Shareholders' Meeting ("AGEA") held on September 2, 2024.
As of the date of preparation of the se separate financial statements prepared for year ended as at December 31, 2025, the
shareholder structure is as follows:
Balance as at 31 December 2025
Shareholders’ structure:
No of shares
Amount in RON
% in total
Fortalis Holding SA (former Roca
Investments SA)
164,223,340
164,223,340
66.04%
Other shareholders
84,448,880
84,448,880
33.96%
Total
248,672,220
248,672,220
100.00%
Balance as at 31 December 2024
Shareholders’ structure:
No of shares
Amount in RON
% in total
Roca Investments
163,988,340
163,988,340
65.95%
Other shareholders
84,683,880
84,683,880
34.05%
Total
248,672,220
248,672,220
100.00%
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
375
12. BORROWINGS
31 December
2025
31 December
2024
Loans from related parties
46,358,400
20,234,845
Interest payable to related parties
3,815,497
2,099,707
50,173,897
22,334,552
- Non-current
23,081,315
5,968,920
- Current
27,092,582
16,365,632
The Company has no bank loans. The loans have been granted by the main shareholder, without guarantees.
Loans as at 31 December 2025 are presented below:
Counterparty
Interest rate
Maturity
Total debt,
out of which
Current
Non-current
ROCA Investments
EURIBOR 1M + 3,2%
3-Apr-28
5,098,500
-
5,098,500
ROCA Investments
EURIBOR 1M + 3.2%
31-Iul-26
1,000,000
1,000,000
-
ROCA Investments
EURIBOR 1M + 3.2%
12-Apr-28
8,499,200
-
8,499,200
ROCA Investments
10.97%
31-Dec-26
25,492,500
25,492,500
-
ROCA Investments
10.97%
31-Jan-27
150,000
-
150,000
ROCA Investments
EURIBOR 1M + 3.2%
30-Aug-27
6,118,200
-
6,118,200
ROCA Investments
Interest payable
3,815,497
600,082
3,215,415
Total
50,173,897
27,092,582
23,081,315
Loans as at 31 December 2024 are presented below:
Counterparty
Interest rate
Maturity
Total debt,
out of which
Current
Non-current
ROCA Investments
1M EURIBOR + 3.2%
3-Apr-25
4,974,100
4,974,100
-
ROCA Investments
1M EURIBOR + 3.2%
31-Iul-25
1,000,000
1,000,000
-
ROCA Investments
1M EURIBOR + 3.2%
12-Apr-25
8,291,825
8,291,825
-
ROCA Investments
1M EURIBOR + 3.2%
30-Aug-27
5,968,920
-
5,968,920
ROCA Investments
Interest payable
2,099,707
2,099,707
-
Total
22,334,552
16,365,632
5,968,920
13. LEASES
Amounts recognised in the statement of financial position
Right-of-use assets
Rights of use:
Vehicles
Cost
At 1 January 2024
616,130
Additions
-
Disposals
(7,789)
At 31 December 2024
608,341
Additions
403,556
Disposals
(423,688)
At 31 December 2025
588,209
Accumulated depreciation
At 1 January 2024
(223,731)
Charge for the year
(150,046)
Eliminated on disposals
-
At 31 December 2024
(373,777)
Charge for the year
(174,427)
Eliminated on disposals
165,930
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
376
Right-of-use assets
Rights of use:
Vehicles
At 31 December 2025
(382,274)
Carrying amount
At 31 December 2025
205,935
At 31 December 2024
234,564
The average lease term is 4 years (2024: 4 years).
Lease liabilities
Maturity analysis:
31 December
2025
31 December
2024
Present value of lease liabilities
224,390
244,919
Out of which:
not later than 3 months
40,523
40,550
later than 3 months and not later than 1 year
54,807
121,651
later than 1 year and not later than 5 years
129,060
82,718
later than 5 years
-
-
Less: unearned interest
(14,748)
(8,335)
Total
209,642
236,584
Analyzed as follows:
Non-current
122,587
80,493
Current
87,055
156,091
Amounts recognised in profit and loss
2025
2024
Depreciation expense on right-of-use assets
(174,427)
(150,046)
Interest expense on lease liabilities
(17,129)
(11,313)
Expense relating to variable lease payments
(144,962)
(168,338)
Expense relating to short-term and low value leases
(283,742)
(270,511)
14. DEFERRED TAX
Deferred tax assets
31 December
2025
31 December
2024
The balance comprises temporary differences attributable to:
Lease liabilities
33,542
37,853
Untaken holidays provision
6,035
-
Total deferred tax assets
39,577
37,853
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
377
14. DEFERRED TAX (continued)
Deferred tax liabilities
31 December
2025
31 December
2024
The balance comprises temporary differences attributable to:
Right-of-use assets
32,949
37,530
Total deferred tax liabilities
32,949
37,530
Net deferred tax assets/(liabilities)
6,628
323
Reconciliation of (DTL)/DTA, net
2025
2024
At 1 January
323
769
Tax income recognized in profit or loss
6,305
(446)
As at 31 December
6,628
323
Movements
Lease liabilities
Total
At 1 January 2024
63,553
63,553
(Charged)/credited
- to profit or loss
(25,700)
(25,700)
At 31 December 2024
37,853
37,853
(Charged)/credited
- to profit or loss
1,724
1,724
At 31 December 2025
39,577
39,577
Movements
Right-of-use
assets
Total
At 1 January 2024
(62,784)
(62,784)
(Charged)/credited
- to profit or loss
25,254
25,254
- to other comprehensive income
-
-
At 31 December 2024
(37,530)
(37,530)
(Charged)/credited
- to profit or loss
4,581
4,581
- to other comprehensive income
-
-
At 31 December 2025
(32,949)
(32,949)
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
378
15. TRADE AND OTHER PAYABLES
31 December
2025
31 December
2024
Payables to former shareholders of subsidiaries
12,929,831
37,305,750
M&A advisory services
750,000
7,711
Marketing and communication advisory
72,973
47,373
Taxes to state budget
15,993
69,778
Interim dividends
-
3,519,291
Human resources advisory
-
1,139
Other payables
698,583
423,102
14,467,380
41,374,144
The amounts payable to the shareholders, outstanding at December 31, 2025 and December 31, 2024, represents the amount
remaining to be paid to the former Workshop Doors shareholders, following the acquisition of the 30% stake in Workshop
Doors.
On February 8, 2024, ROCA Industry finalized the acquisition of 70% of the share capital of Workshop Doors S.R.L. ("Workshop
Doors"), a company active since 2009 on the market of interior doors in the region, with two production units in Reghin and
Petelea. Subsequently, on 14 October 2024 the remaining shares of Workshop Doors SRL were purchased by Roca Industry.
The total purchase price of WorkShop Doors S RL was RON 67.5 million.
The remainder of the purchase price, EUR 2,500,000, will be paid in 2026.
16. RELATED PARTIES
Parent entity:
The Company is controlled by:
Name
Type
Place of
incorporation
Ownership interest
31 December 2025
31 December2024
Fortalis Holding S.A.
Immediate parent entity
România
66.04%
65.95%
Subsidiaries:
Interests in subsidiaries are set out in note 8 – Investments in subsidiaries.
Key management personnel compensation:
2025
2024
Short-term employee benefits
(2,773,225)
(2,195,320)
No other types of compensation are granted to key management personnel.
All loans granted to and received from related parties are unsecured and will be settled in cash. No guarantees have been given or
received in respect of any intercompany loan. Interest rates and maturities on loans to subsidiaries are set out in Note 9 – Other
financial assets; interest rates and maturities on loans received from the parent entity are set out in Note 12 - Borrowings. No
allowance for expected credit losses has been recognized on loans, interest or other receivables from related parties at 31 December
2025 (31 December 2024: nil) and no expense has been recognized during the year in respect of bad or doubtful debts due from
related parties (2024: nil).
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
379
16. RELATED PARTIES (continued)
Loans to/from related parties
Loans from parent entity
31 December
2025
31 December
2024
Beginning of the year
20,234,845
11,944,120
Loans received
25,565,500
8,289,658
Foreign exchange gain
558,055
1,067
Loan repayments made
-
-
Balance as at
46,358,400
20,234,845
Interest payable
31 December
2025
31 December
2024
Beginning of the year
2,099,707
740,471
Interest charged
1,656,912
1,359,566
Foreign exchange (loss)/gain
58,878
(330)
Interest paid
-
-
Balance as at
3,815,497
2,099,707
Loans to related parties
2025
2024
Beginning of the year
69,455,740
76,045,741
Payments made for loans granted
-
4,376,360
Payments received for loans granted
-
(10,970,860)
conversion for increase of share capital of subsidiary
(1,087,680)
-
Foreign exchange gain
908,366
4,499
End of year
69,276,426
69,455,740
Interest Receivables
2025
2024
Beginning of the year
11,220,313
8,084,899
Interest income
4,427,506
4,819,061
Interest expense
(2,009,515)
(1,592,487)
Foreign exchange (loss)/gain
161,726
(91,160)
End of year
13,800,030
11,220,313
No interest was paid in cash to the parent in 2025 or 2024; amounts have been accrued. No loan repayments were received from
subsidiaries in 2025 (2024: RON 10,970,859). Interest rates and maturities are set out in Notes 9 – Other financial assets and 12 -
Borrowings.
Other balances with related parties
31 December
2025
31 December
2024
Dividends receivables
2,132,674
4,050,418
Other receivables from related parties
-
28,401
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
380
17. FINANCIAL RISK MANAGEMENT
General risk management framework
The Company's Board of Directors has overall responsibility for establishing and overseeing the risk management framework. The
Company's risk management policies are defined in such a way as to ensure the identification and analysis of the risks faced by the
Company, the establishment of appropriate limits and controls, and the monitoring of risks and compliance with established limits.
Risk management policies and systems are reviewed regularly to reflect changes in market conditions and in the Company's activities.
The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange
risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of
excess liquidity.
Financial instruments by category
Assets
31 December
2025
31 December
2024
RON
RON
Other non-current financial assets
70,608,586
78,740,290
Other current financial assets
14,648,479
6,083,936
Cash and cash equivalents
219,559
1,220,742
85,476,624
86,044,968
Liabilities
31 December
2025
31 December
2024
RON
RON
Borrowings
50,173,897
22,334,552
Trade and other payables
14,467,380
41,374,144
Lease liabilities
209,642
236,584
64,850,919
63,945,280
All financial assets and liabilities are measured at amortized cost. Their carrying values approximates their fair values.
The fair value of variable interest rate loan has been approximated by their net carrying amount as the impact of credit risk is already
reflected. Management considers that for fixed rate loans the impact is immaterial.
Risk management
i)
Market risk
a.
Foreign exchange risk management
The Company is exposed to foreign exchange risk due to the fact that loans granted in subsidiaries are in euro, also de finance lease
and the loan from parent company. Roca Industry constantly monitors and manages the exposure to exchange rate variations.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
381
17. FINANCIAL RISK MANAGEMENT (continued)
Risk management (continued)
The accounting value of the Company's monetary assets and liabilities denominated in foreign currencies at the reporting date was
as follows:
Liabilities
31 December 2025
31 December 2024
RON
EUR
USD
Total
RON
EUR
USD
Total
Borrowings
4,965,497
45,208,400
-
50,173,897
3,099,707
19,234,845
-
22,334,552
Finance lease
-
209,642
-
209,642
-
236,584
-
236,584
Trade and other
payables
14,467,380
-
-
14,467,380
39,506,194
1,867,950
-
41,374,144
19,432,877
45,418,042
-
64,850,919
42,605,901
21,339,379
-
63,945,280
Assets
31 December 2025
31 December 2024
RON
EUR
USD
Total
RON
EUR
USD
Total
Cash and cash
equivalents
9,040
210,519
-
219,559
1,067,320
153,422
-
1,220,742
Other
financial assets
44,080,330
41,176,735
-
85,257,065
42,757,397
42,066,829
-
84,824,226
44,089,370
41,387,254
-
85,476,624
43,824,717
42,220,251
-
86,044,968
Net balance
assets/(liabilities)
24,656,493
(4,030,788)
-
20,625,705
1,218,816
20,880,872
-
22,099,688
The aggregate net foreign exchange gains/losses recognised in profit or loss were:
2025
2024
Net foreign exchange (losses)/gains
(407,357)
225
b.
Exchange rate sensitivity analysis
An appreciation/(depreciation) of the EUR compared to the RON, would increase/(decrease) the profit or loss by the amounts
shown below:
EUR sensitivity
2025
2024
10%
-10%
10%
-10%
Liabilities
(4,542,251)
4,541,360
(2,133,896)
2,133,896
Less: Income tax
(726,760)
726,618
(341,423)
341,423
Profit or loss
(3,815,491)
3,814,742
(1,792,473)
1,792,473
EUR sensitivity
2025
2024
10%
-10%
10%
-10%
Assets
4,139,131
(4,138,320)
4,221,940
(4,221,940)
Less: Income tax
662,261
(662,131)
675,510
(675,510)
Profit or loss
3,476,870
(3,476,188)
3,546,430
(3,546,430)
Net profit/(loss)
(338,620)
338,554
1,753,957
(1,753,957)
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
382
17. FINANCIAL RISK MANAGEMENT (continued)
Risk management (continued)
c. Interest rate risk
The Company is exposed to interest rate risk through its floating-rate financial assets (loans to subsidiaries linked to 1M ROBOR, 1M
EURIBOR and the NBR reference rate) and its floating-rate financial liabilities (borrowings from the parent entity Fortalis Holding SA
linked to 1M EURIBOR). The Company does not hold derivative financial instruments. The interest rate profile of financial instruments
at 31 December 2025, expressed in full RON amounts, is set out below.
Interest rate profile - financial assets (31 December 2025)
Financial assets
Fixed-rate
Floating-rate
Non-interest
bearing
Total
Loans to subsidiaries - fixed 6%
49,359,550
-
-
49,359,550
Loans to subsidiaries - floating
(ROBOR/EURIBOR/NBR)
-
19,916,876
-
19,916,876
Accrued interest and other receivables
-
-
15,980,639
15,980,639
Cash and cash equivalents
-
219,559
-
219,559
Total financial assets
49,359,550
20,136,435
15,980,639
85,476,624
Interest rate profile - financial liabilities (31 December 2025)
Financial assets
Fixed-rate
Floating-rate
Non-interest
bearing
Total
Borrowings from parent - fixed 10.97%
25,642,500
-
-
25,642,500
Borrowings from parent - EURIBOR-linked
-
20,715,900
-
20,715,900
Lease liabilities
209,642
-
-
209,642
Trade and other payables (incl. deferred
consideration)
-
-
18,282,877
18,282,877
Total financial liabilities
25,852,142
20,715,900
18,282,877
64,850,919
Sensitivity analysis - impact of a +/- 100 basis point parallel shift
The Company’s net floating-rate position is near-matched: floating-rate assets of RON 20,136,435 against floating-rate liabilities of
RON 20,715,900. Holding all other variables constant, a reasonably possible parallel shift of +/- 100 basis points in all floating-rate
benchmarks would affect profit or loss as follows (amounts in full RON):
Item
+100 bp impact (RON)
-100 bp impact (RON)
Floating-rate loans to subsidiaries
199,171
(199,171)
Cash and cash equivalents
2,196
(2,196)
Floating-rate borrowings from parent
(207,159)
207,159
Net impact before tax
(5,792)
5,792
Tax effect (16%)
927
(927)
Net impact on profit/loss
(4,865)
4,865
Basis risk exists to the extent that the Company’s floating-rate assets are linked to 1M ROBOR and the NBR reference rate while its
floating-rate liabilities are linked to 1M EURIBOR, and these benchmarks do not always move in tandem. The residual net floating-
rate exposure of RON 579,213 represents less than 1% of the Company’s net asset base and the impact of a +/- 100 basis point shift
on post-tax profit is immaterial (RON 4,865).
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
383
17. FINANCIAL RISK MANAGEMENT (continued)
Risk management (continued)
ii)
Liquidity risk management
Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they become due.
Liquidity risk is inherent in the operations of ROCA Industry's subsidiaries and is associated with holding inventories, receivables or
other assets and converting them into cash within a reasonable time so that the subsidiaries can meet their payment obligations to
their creditors and suppliers. In the event that the Company's subsidiaries fail to fulfil these payment obligations or to meet the
liquidity indicators set forth in the agreement, the Company's creditors (commercial suppliers, banks, etc.) could commence
enforcement actions against the Company's main assets or even request the opening of the Company's insolvency proceedings, which
would materially and adversely affect the Company's shareholders and the business, prospects, financial condition and results of
operations of ROCA Industry and its subsidiaries.
The Company's approach is to constantly monitor the risk of running out of funds to run the business by planning and monitori ng
cash flows, but as net revenues cannot be accurately forecast there is a risk that this planning may differ from what will ha ppen in
the future. In addition, commercial policies are in place to manage liquidity risk, both to suppliers of subsidiaries and to their
customers.
Trade receivables and payables and other current payables are not interest-bearing, therefore their carrying amount is similar to
their contractual value. The situation of assets and receivables according to maturity is presented below:
31-Dec-25
Less than 3
months
3 months to
1 year
1-5 Years
> 5 Years
Total contractual
value
Liabilities
Borrowings
1,000,000
26,092,582
23,081,315
-
50,173,897
Trade and other payables
14,740,158
-
-
-
14,740,158
Leasing
40,523
54,807
129,060
-
224,390
Total
15,780,681
26,147,389
23,210,375
-
65,138,445
Assets
Cash and cash equivalents
219,559
-
219,559
Loans to related parties
-
10,477,800
58,798,626
-
69,276,426
Other receivables
15,980,639
-
-
-
15,980,639
Total
16,200,198
10,477,800
58,798,626
-
85,476,624
Net assets/(liabilities)
419,517
(15,669,589)
35,588,251
-
20,338,179
31-Dec-24
Less than 3
months
3 months to
1 year
1-5 Years
> 5 Years
Total contractual
value
Liabilities
Borrowings
1,000,000
15,365,632
5,968,920
-
22,334,552
Trade and other payables
41,749,327
-
-
-
41,749,327
Leasing
40,550
121,651
82,718
-
244,919
Total
42,789,877
15,487,283
6,051,638
-
64,328,798
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
384
31-Dec-24
Less than 3
months
3 months to
1 year
1-5 Years
> 5 Years
Total contractual
value
Assets
Cash and cash equivalents
1,220,742
-
-
-
1,220,742
Loans to related parties
-
10,477,800
58,798,626
-
69,276,426
Other receivables
15,547,800
-
-
-
15,547,800
Total
16,768,542
10,477,800
58,798,626
-
86,044,968
Net assets/(liabilities)
(26,021,335)
(5,009,483)
52,746,988
-
21,716,170
18. CAPITAL MANAGEMENT
The Company monitors capital using the gearing ratio, defined as net debt divided by total capital. Net debt comprises total interest-
bearing borrowings (borrowings from the parent entity plus lease liabilities) less cash and cash equivalents. Total capital is the sum
of net debt and total equity. All amounts are expressed in full RON.
Capital structure at the reporting date
Item
31 Dec 2025 (RON)
31 Dec 2024 (RON)
Borrowings from parent (Note 12)
46,358,400
20,234,845
Lease liabilities
209,642
236,584
Total borrowings
46,568,042
20,471,429
Less: cash and cash equivalents
(219,559)
(1,220,742)
Net debt
46,348,483
19,250,687
Total equity
237,848,275
249,625,889
Total capital (net debt + equity)
284,196,758
268,876,576
Gearing ratio (net debt / total capital)
16.3%
7.2%
The increase in the gearing ratio from 7.2% to 16.3% reflects additional borrowings of RON 25,565,500 drawn from the parent entity
Fortalis Holding SA during 2025 to fund acquisition. All interest-bearing debt is parent funding; the Company has no external bank
debt and is not subject to any externally imposed capital requirements or financial covenants.
Management’s capital policy is to ensure that the Company maintains sufficient equity to support its investments in subsidiaries and
that total debt service can be met from interest and dividend inflows from the portfolio. The Company has not declared or paid any
dividends in 2025 (2024: nil) and retained earnings are deployed to strengthen the equity base and to fund further investment in the
subsidiaries.
Loan covenants
The Company has no external borrowings. There are no related party loan covenants.
At the date of preparation of these separate financial statements, two subsidiaries, Dial and Veltadoors, for which Roca Industry acts
as guarantor in the LBO loan agreements, did not comply with the financial covenants stipulated in the aforementioned agreements
(such as leverage and DSCR) and obtained bank exemptions for failing to meet banking indicators presented above and in Note 19 –
Commitments and contingencies.
Dividends
No dividends were distributed to the owners of the parent company during the reporting periods.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
385
19. COMMITMENTS AND CONTINGENCIES
Taxation
All amounts owed to the State for taxes have been paid or recorded at the balance sheet date. The tax
system in Romania is
undergoing consolidation and harmonization with European legislation, and there
can be different interpretations by the tax
authorities in connection with tax law that may give rise to
additional taxes and penalties. In cases when the state authorities
identify non-compliances with or
violations of the Romanian laws, the following may occur: seizure of the amounts concerned,
imposing additional tax liabilities, fines, penalties for delays (applied to the remaining amounts payable). Therefore, tax
sanctions arising from violations of the law can lead to significant amounts payable to the State.
The Company consider that it has paid all fees, taxes, penalties and penalty interests on time and in full,
to the extent it was
applicable.
In Romania, tax periods are open for audits for a period of 5 years.
Litigations
Roca Industry has no pending litigations.
Environmental related matters
The Company has not recorded any liabilities as at 31 December 2025 and 31 December 2024 for any
anticipated costs,
including legal fees and consulting fees or costs for design and implementation of remediation plans, related to environmental
matters. The management of the Company does not consider that there are significant costs associated with environmental
matters related to its business activities.
Guarantees
On October 25, 2024, Roca Industry issued a corporate guarantee to First Bank for the credit facilities received by its subsidiary
Workshop Doors SRL in the amount of RON 21,400,000.
Contingent liabilities
Roca Industry is the guarantor in the credit contracts (LBO's) through which we acquired the following companies: Evolor SRL, Eco
Euro Doors SRL and Dial SRL. The total amount of loans (the amount also includes new loans contracted outside the LBOs) at
December 31, 2025 is RON 120,296,506 (December 31, 2024 RON 144,747,924), of which EVOLOR has RON 48,276,356 (December
31, 2024 RON 55,142,677), VELTADOORS (former EED - portion taken over from EED) RON 41,473,621 (December 31, 2024 RON
51,869,109) and DIAL RON 30,546,529 (December 31, 2024 RON 37,736,138).
20. EVENTS AFTER THE REPORTING PERIOD
DENUMIRE FORTALIS
On January 2026, the majority shareholder changed its legal name from "SOCIETATEA DE INVESTITII ALTERNATIVE CU CAPITAL PRIVAT
ROCA INVESTMENTS SA (“ROCA INVESTMENTS”)" to " FORTALIS HOLDING S.A.". This change is purely a corporate name change and
does not affect the shareholder structure, ownership percentages, voting rights or control of the Company. All rights and obligations
of the majority shareholder under existing agreements with the Company remain in full force and effect.
ROCA INDUSTRY HOLDINGROCK1 S.A.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED AS AT 31 DECEMBER 2025
(all amounts are expressed in 'RON', unless otherwise stated)
386
20. EVENTS AFTER THE REPORTING PERIOD (continued)
APPOINTMENT OF CHIEF EXECUTIVE OFFICER
At the meeting of the Board of Directors held on 06 April 2025, Mr. Ioan-Adrian Bindea was appointed as Chief Executive Officer of
ROCA Industry. His mandate is granted for a period of 4 (four) years, starting from 01.05.2026 and ending on 01.05.2030.
These separate financial statements were approved and signed today, 28 April 2026.
Prepared by,
Name and surname:
Ioan-Adrian Bindea
Status: CEO
Signature ______________________
Name and surname: Raluca Ghiță
Status: CFO
Signature ______________________