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Report of the Board of Directors on the
consolidated financial statements of
TTS (TRANSPORT TRADE SERVICES) SA for 2025
TTS 2025 (c)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
1
The annual report according to Annex 15, ASF Regulation no. 5/2018
based on the individual financial statements prepared in accordance with the Order of the
Minister of Public Finance no. 2844/2016 for the approval of the Accounting Regulations in
accordance with the International Financial Reporting Standards
For the financial year
2025
Report date
31.03.2026
Name of the company:
TTS (Transport Trade Services) S.A.
Registered office:
Str. Vaselor, Nr. 27, Sector 2, București, România
Unique registration code
RO9089452
Registration number in the Trade Register
J19970000296401
The regulated market on which the issued securities are traded:
Bucharest Stock Exchange – Main Market, Premium category
SYMBOL
TTS
ISIN:
ROYCRRK66RD8
LEI code
5493008M458S2MG7GP03
Subscribed and paid-up share capital
RON 180.000.000
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
2
Contents
1. Presentation of TTS group .................................................................................................................... 6
2. Year 2025 in short ................................................................................................................................. 10
Results ..................................................................................................................................................................................... 10
Group operations.................................................................................................................................................................. 11
Evolution of the flow of goods .......................................................................................................................................... 11
3. Financial data ......................................................................................................................................... 13
3.1. Consolidated statement of profit or loss ........................................................................................................... 13
3.2. Consolidated statement of financial position................................................................................................... 14
3.3. Consolidated statement of cash flows ............................................................................................................... 16
3.4. Segment reporting .................................................................................................................................................. 18
3.5. Consolidated statement of changes in equity ................................................................................................ 20
3.6. Key performance indicators of TTS Group in 2025 ........................................................................................ 21
4. Operations .............................................................................................................................................. 22
4.1. Aggregate volumes ................................................................................................................................................ 22
4.2. Shipping Segment .................................................................................................................................................. 23
4.3. River Transport Segment ...................................................................................................................................... 23
4.4. Port Operations Segment..................................................................................................................................... 24
5. Investments ............................................................................................................................................ 25
6. Human resources .................................................................................................................................. 25
7. Environment ........................................................................................................................................... 25
8. Risk management system .................................................................................................................... 26
9. Corporate governance in TTS group ................................................................................................ 28
10. Sustainability statement regarding TTS Group activity in 2025 ................................................... 29
10.1. General basis for the preparation of the sustainability statement [ESRS 2 BP-1] .................................. 29
10.2. Disclosures in relation to specific circumstances [ESRS 2 BP-2] ................................................................ 29
10.3. The role of TTS administrative, management and supervisory bodies [ESRS 2 GOV-1] .................... 30
10.3.1. Structure of TTS administrative and management bodies ................................................................. 30
10.3.2. The role of TTS administrative and management bodies regarding sustainability matters ....... 31
10.3.3. The role of TTS administrative and management bodies in subsidiaries’ activity and the legal
relationship between TTS and subsidiaries ............................................................................................................. 33
10.3.4. Expertise regarding sustainability matters ............................................................................................... 34
10.3.5. The role and expertise of TTS administrative and management bodies regarding business
conduct matters .............................................................................................................................................................. 35
10.4. Information provided to TTS administrative and management bodies and sustainability matters
addressed by them [ESRS 2 GOV-2] ............................................................................................................................. 35
10.5. Integration of sustainability-related performance into incentive systems [ESRS 2 GOV-3] ............... 36
10.6. Statement on the due diligence process [ESRS 2 GOV-4] .......................................................................... 36
10.7. Risk management and internal controls over sustainability reporting [ESRS 2 GOV-5] ..................... 37
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
3
10.8. Strategy, business model and value chain [ESRS 2 SBM-1] ........................................................................ 38
10.9. Interests and views of stakeholders [ESRS 2 SBM-2] ..................................................................................... 41
10.10. Material I/RO and their interaction with the strategy and business model [ESRS 2 SBM-3] ............. 42
10.11. Process for identifying and assessing significant I/RO [ESRS 2 IRO-1] ..................................................... 48
10.11.1. Double materiality analysis framework ..................................................................................................... 48
10.11.2. I/RO materiality assessment framework ................................................................................................... 48
10.11.3. Framework for Assessing Impact Severity and the Magnitude of Risks and Opportunities ...... 49
10.11.4. The Framework for Assessing the Probability of IRO Materialization .............................................. 50
10.11.5. Framework for Assessing the Materiality of Sustainability Aspects ................................................... 51
10.11.6. Screening of Possible Impacts of TTS Group.......................................................................................... 52
10.11.7. Identification and Materiality Assessment of Impacts .......................................................................... 54
10.11.8. Screening of Potential Risks and Opportunities for TTS Group ........................................................ 54
10.11.9. Screening of climate hazards ...................................................................................................................... 56
10.11.10. Scenario-based analysis of climate hazards ........................................................................................... 57
10.11.11. Identification and Materiality Assessment of Risks and Opportunities ............................................ 58
10.12. ESRS disclosure requirements met by the sustainability statement ............................................ 59
10.13. Climate change [ESRS E1] ..................................................................................................................................... 60
10.13.1. Transition plan for climate change mitigation [ESRS E1-1] .................................................................. 60
10.13.2. Policies regarding climate change mitigation and adaptation [ESRS E1-2, MDR-P] .................... 61
10.13.3. Actions and resources related to climate change policies [ESRS E1-3, MDR-A]............................ 61
10.13.4. Targets related to climate change mitigation and adaptation [ESRS E1-4] ................................... 62
10.13.5. Energy consumption and energy mix [ESRS E1-5] ................................................................................ 63
10.13.6. Gross GHG emissions in Scope 1, 2, 3 and total GHG emissions [ESRS E1-6] ............................... 66
10.13.7. GHG removals and GHG mitigation projects financed through carbon credits [ESRS E1-7] .... 72
10.13.8. Internal carbon pricing [ESRS E1-8] ........................................................................................................... 72
10.14. Own workforce [ESRS S1] ...................................................................................................................................... 72
10.14.1. Policies related to own workforce [ESRS S1-1, MDR-P] ........................................................................ 72
10.14.2. Processes for engaging with own workforce and workers’ representatives regarding impacts
[ESRS S1-2] ....................................................................................................................................................................... 74
10.14.3. Processes for remedying negative impacts and channels through which the own workforce
can raise concerns [ESRS S1-3] ................................................................................................................................... 74
10.14.4. Measures regarding material impacts on own workforce, management and monitoring of
material risks and opportunities related to own workforce, as well as the effectiveness of these actions
[ESRS S1-4, MDR-A] ....................................................................................................................................................... 75
10.14.5. Targets regarding the management of material negative impacts, the promotion of positive
impacts and the management of material risks and opportunities [ESRS S1-5, MDR-T] ........................... 75
10.14.6. Characteristics of the undertaking’s employees [ESRS S1-6] .............................................................. 75
10.14.7. Characteristics of non-employee workers in the undertaking’s own workforce [ESRS S1-7] .... 77
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
4
10.14.8. Collective bargaining coverage and social dialogue [ESRS S1-8] ..................................................... 77
10.14.9. Diversity indicators [ESRS S1-9] ................................................................................................................... 77
10.14.10. Adequate wages [ESRS S1-10] ..................................................................................................................... 78
10.14.11. Social protection [ESRS S1-11] ..................................................................................................................... 79
10.14.12. Persons with disabilities [ESRS S1-12] ........................................................................................................ 79
10.14.13. Training and skills development indicators [ESRS S1-13] ..................................................................... 79
10.14.14. Health and safety indicators [ESRS S1-14] ................................................................................................ 80
10.14.15. Work-life balance indicators [ESRS S1-15] ................................................................................................ 81
10.14.16. Remuneration indicators [ESRS S1-16] ....................................................................................................... 81
10.14.17. Incidents, complaints and severe human rights issues and incidents [ESRS S1-17] ..................... 82
10.15. Professional conduct [ESRS G1] .......................................................................................................................... 82
10.15.1. Corporate culture and policies on professional conduct [ESRS G1-1, MDR-P] ............................. 82
10.15.2. Measures and targets regarding professional conduct [ESRS G1-1, MDR-A, MDR-T] ................ 85
11. Degree of alignment with EU Taxonomy ......................................................................................... 86
11.1. Reporting framework ............................................................................................................................................. 86
11.2. Analysis of eligibility of TTS Group activities ................................................................................................... 86
11.2.1. Classification of activities carried out by TTS Group ..................................................................................... 86
11.2.2. Eligible activities....................................................................................................................................................... 87
11.2.3 Activities for which technical screening criteria have not been developed ............................................ 87
11.3. Screening regarding compliance with the technical criteria for alignment with environmental
taxonomy .............................................................................................................................................................................. 88
11.3.1. Inland freight transport ......................................................................................................................................... 88
11.3.2. Inland passenger transport .................................................................................................................................. 88
11.3.3. Ship repair and maintenance .............................................................................................................................. 89
11.3.4. Cargo transshipment in ports .............................................................................................................................. 89
11.3.5. Summary of the analysis regarding compliance with the technical alignment criteria ....................... 89
11.4. DNSH analysis – cargo transshipment in ports .............................................................................................. 90
11.4.1. Assessment framework for compliance with DNSH criteria........................................................................ 90
11.4.2. CANOPUS Project ................................................................................................................................................... 90
11.4.3. Cargo transshipment in Port of Constanța ...................................................................................................... 97
11.4.4. Cargo transshipment in Danube ports ............................................................................................................. 98
11.5. Minimum safeguards analysis – cargo transshipment in Port of Constanța .......................................... 98
11.6. Key performance indicators for EU Taxonomy ............................................................................................... 98
11.6.1. Framework for determining key indicators ............................................................................................. 98
11.6.2. KPI Turnover ................................................................................................................................................... 101
11.6.3. KPI OpEx ......................................................................................................................................................... 102
11.6.4. ICP CapEx ....................................................................................................................................................... 103
11.6.5. Activities related to nuclear energy and fossil gas .............................................................................. 104
Annex 1: Impact Screening Results ............................................................................................................ 105
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
5
Annex 2: Results of the materiality analysis of impacts .......................................................................... 107
Annex 3: Risk and Opportunity Screening Results .................................................................................. 109
Annex 4: Climate hazards screening results .............................................................................................. 111
Annex 5: Results of the Materiality Analysis of Risks and Opportunities ............................................. 115
I. Risks common to Danube river transport and port operations in Constanța ................................. 115
Annex 6: List of datapoints in cross-cutting and topical standards deriving from other EU
legislation (ESRS 2 Appendix B) .................................................................................................................. 123
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
6
1. Presentation of TTS group
Transport Trade Services group of companies (“TTS Group” or the “Group”) consists of 14
companies, namely TTS (Transport Trade Services) S.A. (“TTS”) and 13 companies in which TTS holds,
directly or indirectly, more than 50% of the share capital. Ten of th ese operate across the Group’s
three main business segments – Shipping, River Transport and Port Operations, three provide
support services for river transport activity, and one operates in a “non-core” sector from the
perspective of TTS Group.
The main goods transported and handled in ports by TTS Group are mineral products (raw
materials for the steel industry and rolled products), agricultural products (grains, oilseeds, and
feed), and chemical products (phosphate rock and finished products of the chemical fertilizer
industry).
TTS Group owns a river fleet with a capacity of over 800 thousand tons, 10 floating cranes, as
well as 3 port terminals in Constanța and 7 in Danube river ports.
The group offers integrated logistics services, namely transport services (river, rail, road),
transshipment (between transport units, from warehouses, silos, etc.), storage (warehouses, silos,
warehouse-type river units, etc.) and any other services specific to logistics chain management.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
7
The following companies are part of the TTS group:
Shipping Segment
TTS (Transport Trade Services) S.A. București (“TTS”)
Headquarters: București, România
NACE code: 5226 - Other activities related to transport
Main activity: Cargo shipping
Plimsoll Zrt. Budapesta (“PLIMSOLL”)
Headquarters: Budapesta, Ungaria
NACE code: 5231 - Freight forwarding service
Main activity: Shipment of goods by rail
TTS (Transport Trade Services) GmbH. Viena (“TTS VIENA”)
Headquarters: 15b Lerchengasse, Langerzersdorf Austria
NACE code: H522 - Other activities related to transport
Main activity: Cargo shipping
River Transport Segment
CNFR NAVROM S.A. Galați (”NAVROM”)
Headquarters: Galați, România
NACE code: 5040 - Freight transport on inland waterways
Main activity: River transport of dry bulk goods (all categories)
Navrom Bac S.R.L. Galați (”NVR BAC”)
Headquarters: Galați, România
NACE code: 5030 - Passenger transport on inland waterways
Main activity: Transport by ferry
Port Operation Segment
Canopus Star S.R.L. Constanța (”CANOPUS”)
Headquarters: Constanța, România
NACE code: 5224 – Goods handling
Main activity: Port operation of dry bulk cargo (agricultural products)
TTS Operator S.R.L. Constanța (”TTS OPERATOR”)
Headquarters: Constanța, România
NACE code: 5224 – Goods handling
Main activity: Port operation of dry bulk cargo (all categories)
DECIROM S.A. Constanța (”DECIROM”)
Headquarters: Constanța, România
NACE code: 5224 - Goods handling
Main activity: Port operation of dry bulk cargo (all categories)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
8
TTS Porturi Fluviale S.R.L. Galați (”TTS FLUVIAL”)
Headquarters: Galați, România
NACE code: 5224 - Goods handling
Main activity: Port operation of dry bulk cargo (agricultural products)
Port of Fajsz Kft. Fajsz (”PORT FAJSZ”)
Headquarters: Fajsz, Ungaria
NACE code: 5222 - Service activities related to water transport
Main activity: Port operation of liquid and dry bulk cargoes
Auxiliary activities
Navrom Shipyard S.R.L. Galați (”NVR SHIPYARD”)
Headquarters: Galați, România
NACE code: 3315 - Repair and maintenance of ships and boats
Main activity: Ship repair and maintenance (shipyard)
SUPERQUATRO GRUP S.R.L. Galați (”SUPERQUATRO”)
Headquarters: Galați, România
NACE code: 4291 - Hydrotechnical constructions
Main activity: Constructions for the maintenance of waterways and sea and river ports,
dredging and ship displacements
Bunker Trade Logistics S.R.L. (”BTL”)
Headquarters: Constanța, România
NACE code: 5222 - Service activities related to water transport
Main activity: Services related to the bunkering and fueling services of ships provided by OMV
Others (non-core business)
AGRIMOL TRADE S.R.L. București (”AGRIMOL”)
Headquarters: București, România
NACE code: 4683 - Wholesale trade of wood and construction materials and sanitary
equipment
Main activity: Trade in Romanian wooden products.
The TTS Group's business model is a capital-intensive "business-to-business" ("B2B") model,
based on the integration of three main business lines. These are organized into commercially
autonomous segments, whose activities are operationally coordinated at group level by TTS. Together,
they are integrated into a flexible operational platform, capable of responding quickly to market
changes and optimizing the use of resources across the entire logistics chain:
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
9
• Integrated logistics platform
The unified operation of the Group’s asset base through integration on a modular architecture
platform ensures the technical, operational, and financial capacity to provide integrated
logistics services (shipping, transport and port operations) between any two Danube ports and
the port of Constanța, for large volumes of dry bulk cargo, using primarily internal resources
grouped into three operational segments: Shipping, River Transport and Port Operations.
• Commercial Autonomy
TTS subsidiaries have their own customer base. As a result, companies in the transport and
port operations segments take on and execute orders placed both by TTS and by third parties,
their objective being to ensure a maximum utilization rate under high efficiency conditions.
Conversely, TTS places orders primarily with subsidiaries, but also with third parties, with the
aim of capturing as large a share as possible of market demand for services.
• Operational Coordination
TTS coordinates at operational level the activity of the companies within the group in order to
ensure maximum utilization for companies in the transport and port operations segments and
to optimize the group’s activity. Coordination is carried out on a co ntinuous basis, and in
situations where group companies do not have the operational capacity to execute intra-group
orders, TTS contracts transport and port operation services from third-party providers.
The competitive advantage of TTS derives from its ability to combine transport infrastructure
with port and logistics assets in a way that enables commercial flexibility, more efficient asset utilization,
and a superior capacity to adapt to changes in the structure of cargo flows.
This operational integration is particularly relevant in volatile market contexts, where economic
value is no longer determined solely by the volume transported, but also by the quality of flows, the
stability of commercial relationships, storage capacity, and the speed at which assets can be
reconfigured between different types of cargo and logistics relationships. In this respect, TTS positions
itself as a provider of integrated logistics solutions for regional flows of agricultural products, mineral
raw materials, and chemical products.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
10
2. Year 2025 in short
Results
• Financial results in 2025 declined compared to those recorded in 2024, against the backdrop of
unfavorable conditions in the markets in which we operate, characterized by a very low level of
tariffs and demand. These resulted in a decrease of RON 109,6 million in revenues generated from
the shipping, transport and port operations of agricultural products (-42,6% Δ 2025/2024), which
was only partially offset by the increase of RON 27,1 million in revenues from the shipping,
transport and port operations of mineral and chemical products and from other revenue sources
(+5,7% Δ 2025/2024), as well as by the significant reduction in operating expenses of RON 57,4
million (-8,1% Δ 2025/2024).
• TTS Group recorded in 2025 revenues of RON 651,3 million (-11,2% Δ 2025/2024), EBITDA of RON
93,4 million (-33,1% Δ 2025/2024), and a consolidated loss of RON 10,5 million (-149,4% Δ
2025/2024).
TTS Group – Statement of profit and loss – 2025
(RON mil.)
2025
2024
Δ 2025 / 2024
Revenues
651,3
733,8
▼-11,2%
Operating result
93,4
139,6
▼-33,1%
Net profit
7,0
36,1
▼-80,5%
EBITDA
-10,5
21,3
▼-149,4%
• In these conditions, consolidated net assets as at 31.12.2025 amounted to RON 1.016,0 million,
decreasing by RON 38,2 million (-3,6% Δ 2025/2024) – at a level of liabilities of RON 313,2 million,
increasing by RON 92,2 million due to the rise in the outstanding balance of borrowed amounts
as a result of the loan contracted for the expansion of the CANOPUS terminal and the
reclassification of long-term lease contracts specific to port operations activity as a result of the
application of IFRS 16, and a total value of group assets of RON 1.330,1 million, increasing by RON
54,1 million compared to 31.12.2024 (+4,7% Δ 2025/2024).
TTS Group – Balance – 2025
(RON mil.)
31.12.2025
31.12.2024
Δ 2025 / 2024
Total assets
1.330,1
1.276,0
▲+4,2%
Total liabilities, from which
313,2
221,0
▲+41,7%
Loans
204,0
111,2
▲+83,5%
Net assets
1.016,9
1.055,1
▼ -3,6%
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
11
Group operations
• From an operational perspective, the structural configuration of operations remained unchanged,
with port operations exceeding river transport in terms of volume. The relative positioning of the
two main operational segments highlights the strategic role of port operations in the Group’s
business model, even in the context of a less favorable market environment.
• The aggregate cargo volume decreased in 2025 by 1,39 million tons, reaching 10,42 million tons
(-11,8% Δ 2025/2024). Port operations recorded a decrease of 0,66 million tons (-9,9% Δ
2025/2024), while river transport declined by 0,73 million tons (-14,3% Δ 2025/2024), this evolution
being mainly driven by the reduced level of agricultural product flows.
Operations
1
– 12 months 2025
(million tons)
12 months_2025
12 months_2024
Δ 2025/2024
River transport
4,38
5,11
▼ -14,3%
Port operations
6,04
6,70
▼ -9,9%
Total
10,42
11,81
▼ -11,8%
Evolution of the flow of goods
• Mineral product flows recorded the strongest performance, with 2025 being the first year of
growth after three consecutive years of decline. The volume transported and operated by the
group reached 4,56 million tons, increasing by 0,73 million tons compared to 2024 (+19,0% Δ
2025/2024), as a result of accessing new cargo flows. The growth was driven by cargo volumes
operated in ports, which reached 2,60 million tons (+60,7% Δ 2025/2024), while volumes
transported by river amounted to 1,96 million tons (-11,5% Δ 2025/2024).
Minerals – volumes by categories of operations - 12 months 2025
(million tons)
12 months_2025
12 months_2024
Δ 2025/2024
River transport
1,96
2,22
▼ -11,5%
Port operations
2,60
1,62
▲ +60,7%
Total
4,56
3,83
▲ +19,0%
• Chemical product flows recorded a similar dynamic, confirming the multi-year growth trend that
began in the second half of 2023. The total volume recorded in 2025 was 2,13 million tons (+6,5%
Δ 2025/2024).
Chemical products – volumes by categories of operations - 12 months 2025
(mil, tons)
12 months_2025
12 months_2024
Δ 2025/2024
River transport
0,69
0,57
▲ +21,1%
Port operations
1,44
1,43
▲ +0,7%
Total
2,13
2,00
▲ +6,5%
1
The volume statistics do not include the contribution of the external subsidiaries TTS VIENA, PLIMSOLL, FLUVIUS, and PORT FAJ SZ
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
12
• Agricultural product flows were the most affected by market conditions and recorded in 2025 a
decrease of 2,17 million tons compared to 2024, reaching a volume of 3,40 million tons (-39,0%
Δ 2025/2024).
Agricultural products - volumes 12 months 2025
(million tons)
12 months_2025
12 months_2024
Δ 2025/2024
River transport
1,39
1,91
▼ -27,1%
Port operations
2,00
3,66
▼ -45,2%
Total
3,40
5,57
▼ -39,0%
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
13
3. Financial data
3.1. Consolidated statement of profit or loss
The result recorded in 2025 was driven by the decrease in consolidated revenues under conditions of
a general reduction in operating expenses at the level of TTS Group.
Thus, with the exception of the cost of goods sold, which recorded an increase of RON 7,0 million
(+25,2% Δ 2025/2024), mainly as a result of the increase in sales generated by AGRIMOL TRADE, the other
operating expense categories recorded a cumulative decrease of RON 85,1 million (-12,4% Δ 2025/2024).
2025
2024
Revenue
651.293.069
733.795.272
Other operating income
3.842.350
7.827.199
Raw materials and consumables
(72.088.519)
(88.036.351)
Cost of merchandise sold
(34.826.448)
(27.808.623)
Subcontractor’s expenses
(233.682.294)
(241.724.327)
Payroll expenses
(172.140.561)
(204.347.858)
Administrative expenses
(39.086.537)
(50.789.388)
Depreciation and amortization
(86.339.638)
(103.557.473)
Other gains
5.677.838
18.901.259
Other losses
(15.629.771)
(8.180.376)
Operating profit
7.019.489
36.079.335
Profit of associates
(157.956)
(291.535)
Finance income
2.275.428
5.836.623
Finance costs
(11.368.235)
(6.282.265)
Profit before tax
(2.231.274)
35.342.158
Income tax expense
(8.286.469)
(14.046.784)
Net profit for the year attributable
(10.517.743)
21.295.374
Other comprehensive income:
Translation differences
180.410
(614.187)
Total losses that may be subsequently reclassified
180.410
(614.187)
Revaluation of property, plant and equipment
-
23.653.443
Deferred tax
-
(3.784.551)
Total gains that will not be subsequently reclassified
-
19.868.892
Other comprehensive income, total
180.410
19.254.705
Total comprehensive income
(10.337.333)
40.550.079
Profit attributable to owners of the Company
(12.246.972)
19.082.486
Profit attributable to non-controlling interests
1.729.229
2.212.888
Total comprehensive income for the year attributable:
Total comprehensive income attributable to owners of the Company
(12.066.562)
38.337.191
Total comprehensive income attributable to non-controlling interests
1.729.229
2.212.888
Number of shares at year-end
180.000.000
180.000.000
Number of shares – weighted average during the year
179.938.241
101.600.025
Basic and diluted earnings per share attributable to owners
(0.0681)
0,1878
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
14
3.2. Consolidated statement of financial position
31.12.2025
31.12.2024
ASSETS
Non-current assets
Property, plant and equipment
1.028.330.295
987.633.741
Goodwill
32.319.054
32.319.054
Intangible assets
1.172.417
1.205.566
Right-of-use assets
49.236.236
608.206
Investments in associates
8.491.568
8.981.606
Other non-current assets
4.545.990
4.663.677
Total non-current assets
1.124.095.560
1.035.411.850
Current assets
Inventories
26.465.727
25.644.052
Trade and other receivables
65.672.439
57.499.625
Contract assets
2.326.818
4.139.811
Government grants
-
75.660
Other current assets
20.000.130
11.658.543
Income tax receivable
11.337.174
12.366.084
Short-term bank deposits
-
-
Cash and cash equivalents
80.236.677
129.244.930
Total current assets
206.038.965
240.628.705
Total assets
1.330.134.525
1.276.040.555
EQUITY AND LIABILITIES
Equity
Share capital
181.739.602
181.739.602
Treasury shares
-
(2.965.789)
Reserves
375.972.072
374.434.165
Retained earnings
323.898.643
368.308.706
Equity attributable to owners of the parent
881.610.317
921.516.684
Equity attributable to non-controlling interests
135.336.090
133.557.257
Total equity
1.016.946.407
1.055.073.941
Non-current liabilities
Interest-bearing loans and borrowings
101.121.820
54.021.478
Government grants
17.055.774
17.821.180
Long-term lease liabilities
49.533.010
689.660
Other non-current liabilities
5.157.150
4.832.683
Deferred tax liabilities
18.405.691
19.651.523
Total non-current liabilities
191.273.445
97.016.524
Current liabilities
Trade and other payables
27.291.799
36.752.860
Contract liabilities
8.524.654
5.139.161
Government grants
1.124.209
1.221.923
Current portion of lease liabilities
2.426.995
404.046
Interest-bearing loans and borrowings
50.944.850
56.071.755
Provisions for risks and expenses
3.771.323
3.654.926
Income tax payable
934.539
705.647
Other current liabilities
26.896.304
19.999.772
Total current liabilities
121.914.673
123.950.090
Total liabilities
313.188.116
220.966.614
Total equity and liabilities
1.330.134.525
1.276.040.555
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
15
In 2025, the value of non-current assets increased from RON 1.035,4 million to RON 1.124,1 million
(RON +88,7 million Δ 2025/2024), financed by the increase in long-term liabilities from RON 97,1 million to
RON 191,3 million (RON +94,3 million Δ 2025/2024).
The main contribution to this evolution came from investments made in the CANOPUS terminal
expansion project, which were the primary source of the increase in property, plant and equipment from RON
987,6 million to RON 1.028,3 million (RON +40,7 million Δ 2025/2024), financed through the increase in the
outstanding balance of long-term interest-bearing loans from RON 54,0 million to RON 101,1 million (RON
+47,1 million Δ 2025/2024).
Secondarily, non-current assets and liabilities increased in tandem as a result of the reclassification of
long-term lease contracts specific to port operations activity, following the application of IFRS 16, which led to
an increase in the value of long-term right-of-use assets from RON 0,6 million to RON 49,2 million (+RON 48,6
million Δ 2025/2024), offset by the increase in the outstanding balance of long-term lease liabilities from RON
0,7 million to RON 49,5 million (RON +48,8 million Δ 2025/2024).
The decrease in current assets (RON -34,6 million Δ 2025/2024) was primarily due to the reduction in
cash and cash equivalents by RON 49,0 million, necessary to cover the Group’s current expenses and for the
payment of dividends amounting to RON 27,9 million paid by TTS in June 2025.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
16
3.3. Consolidated statement of cash flows
2025
2024
Cash flows from operating activities:
Profit before tax
(2.231.274)
35.342.158
Adjustments for non-cash items:
Depreciation and amortization
86.339.638
103.557.473
(Decrease) / Increase in adjustments for non-current assets
(1.317.082)
(2.596.930)
Stock Option Plan
-
-
Interest expense
8.896.667
5.392.267
Interest income
(2.259.424)
(5.836.623)
Losses on disposal of property, plant and equipment
2.366.192
1.274.606
Expected credit losses / (Reversal) of expected credit losses (ECL)
2.502.800
(6.433.490)
(Reversal) of NRV for inventories
(965.588)
(544.829)
Net increase / (decrease) in provisions
116.397
(1.898.304)
Share of profit of investments in associates
231.144
(269.608)
Net foreign exchange differences
5.971.904
2.501.865
Income from government grants
(863.120)
(916.180)
Operating profit before changes in working capital
98.788.254
129.572.405
Changes in operating assets and liabilities:
Decrease / (increase) in trade and other receivables
(20.532.929)
9.071.517
Decrease / (increase) in inventories
143.914
9.566.014
(Decrease) / increase in trade and other payables
8.242.553
(28.788.929)
Cash generated from operating activities
86.641.792
119.421.007
Interest paid
(8.896.667)
(5.392.267)
Income tax paid
(4.599.497)
(14.923.151)
Net cash from operating activities
73.145.628
99.105.589
Investing activities:
Acquisition of property, plant and equipment and intangible assets
(141.680.734)
(137.354.663)
Proceeds from disposal of property, plant and equipment
5.849.019
1.536.116
Dividends received from investments
258.894
445.060
Interest received
2.259.424
5.836.623
Government grants received
-
3.545.718
(Increase) / decrease in short-term bank deposits
-
35.911.001
Cash flows used in investing activities
(133.313.397)
(90.080.145)
Financing activities:
Dividends paid
(27.875.280)
(68.311.775)
Proceeds from borrowings
79.094.963
22.524.462
(Repayment) of borrowings
(38.915.765)
(23.187.385)
Dividends paid to non-controlling interests
-
(1.121.682)
Payments for investments
(22.874)
(34.417)
(Lease payments) / acquisition of leases
(886.073)
(398.968)
Payments for treasury shares buyback
-
(2.965.789)
Cash flows from / (used in) financing activities
11.159.516
(73.495.554)
Net (decrease) / increase in cash and cash equivalents
(49.008.253)
(64.470.110)
Cash and cash equivalents at the beginning of the year
129.244.930
193.715.040
Cash and cash equivalents at the end of the year
80.236.677
129.244.930
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
17
The Group’s cash flows reflected both the ability of the business model to generate cash from
operations and the continuation of an active investment policy and the distribution of dividends to shareholders.
Operating cash flow amounted to RON 73,1 million, confirming the cash-generative nature of the core
activity, in a year in which operational performance was significantly affected by the reduced revenues
generated from services provided for agricultural products.
Cash flows from investing activities, amounting to RON -133,3 million, were driven by the continuation
of development and modernization projects, in line with the objective of strengthening the Group’s logistics
and port capacities, materialized through acquisitions of non-current assets amounting to RON 141,7 million.
At the same time, cash flows from financing activities amounted to RON 11,2 million, being influenced
by the shareholder remuneration policy and capital allocation while maintaining a solid financial position.
In the context in which during 2025 borrowings of RON 38,9 million and dividends of RON 27,9 million
were paid, TTS Group ended the year with a solid cash position of RON 80,2 million, representing 99,5% of the
combined value of short-term borrowings (RON 50,9 million), the current portion of lease liabilities (RON 2,4
million) and trade payables (RON 27,3 million), respectively 65,8% of the Group’s total current liabilities.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
18
3.4. Segment reporting
Revenues from shipping, river transport and port operations services for mineral products recorded the highest increase, reaching RON 268,7 million (RON
+23,9 million, respectively +9,8% Δ 2025/2024), followed by revenues from other services
2
, which reached RON 115,5 million (RON +7,2 million, respectively +6,6% Δ
2025/2024), and revenues from shipping, river transport and port operations services for chemical products, which amounted to RON 93,2 million (RON +2,3 million,
respectively +2,5% Δ 2025/2024).
Revenues from shipping, river transport and port operations services for agricultural products recorded the largest decrease, reaching RON 147,5 million (RON
-109,6 million, respectively -42,6% Δ 2025/2024), in line with the 39% decrease in the aggregate volume of agricultural products, followed by revenues from other
transport services
3
amounting to RON 26,4 million (RON -6,3 million, respectively -19,2% Δ 2025/2024).
2025
TOTAL
Shipping
River Transport
Port Operations
Others
Intersegments
Total
651.293.069
444.521.617
288.116.885
137.514.576
66.074.787
(284.934.796)
Services – Agricultural products
147.476.719
110.428.162
62.391.532
62.615.815
-
(87.958.790)
Services – Chemical products
93.217.799
67.375.721
44.391.928
40.414.999
-
(58.964.849)
Services – Mineral products
268.746.595
235.677.986
121.699.952
28.182.613
-
(116.813.955)
Other transport services
26.352.227
-
26.352.227
-
-
-
Other services
115.499.729
31.039.749
33.281.246
6.301.149
66.074.787
(21.197.201)
2024
TOTAL
Shipping
River Transport
Port Operations
Others
Intersegments
Total
733.795.272
533.373.622
346.900.524
153.113.474
65.256.100
(366.848.448)
Services – Agricultural products
257.082.353
225.986.561
124.011.954
84.798.917
-
(177.715.079)
Services – Chemical products
90.961.487
59.886.372
35.634.638
43.156.702
-
(47.746.225)
Services – Mineral products
244.838.646
205.498.412
135.016.975
17.545.914
-
(113.222.655)
Other transport services
32.613.303
-
32.613.303
-
-
-
Other services
108.299.483
44.002.277
19.623.654
7.611.941
65.256.100
(28.194.489)
2
Mainly trading of wood products (AGRIMOL Trade), ship repair and maintenance (NAVROM Shipyard), and dredging and other hydrotechnical works (SUPERQUATRO)
3
Ferry transport provided by NAVROM Bac at the Danube crossing points in Galați and Isaccea
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
19
The most significant cost reductions across the main operating expense categories were recorded in the River Transport and Port Operations segments.
The River Transport segment recorded reductions in salary expenses from RON 113,4 million in 2024 to RON 81,4 million in 2025 (RON -32,0 million,
respectively -28,2% Δ 2025/2024), in subcontractor expenses from RON 103,1 million to RON 90,8 million (RON -12,4 million, respectively -12,0% Δ 2025/2024), in raw
materials and consumables expenses (mainly marine fuel) from RON 70,9 million to RON 58,7 million (RON -12,2 million, respectively -17,2% Δ 2025/2024), and in
repair expenses from RON 18,4 million to RON 11,7 million (RON -6,6 million, respectively -36,1% Δ 2025/2024).
The Port Operations segment recorded reductions in subcontractor expenses from RON 32,2 million in 2024 to RON 25,5 million in 2025 (RON -6,7 million,
respectively -20,8% Δ 2025/2024), in salary expenses from RON 59,0 million in 2024 to RON 55,3 million (RON -3,7 million, respectively -6,3% Δ 2025/2024), in raw
materials and consumables expenses from RON 12,7 million to RON 9,5 million (RON -3,1 million, respectively -24,8% Δ 2025/2024), and in repair expenses from RON
6,8 million to RON 3,9 million (RON -2,9 million, respectively -43,4% Δ 2025/2024).
2025
Total
Shipping
River Transport
Port Operations
Others
Intersegments
Revenue
651.293.069
444.521.617
288.116.885
137.514.576
66.074.787
(284.934.796)
Other operating income
3.842.350
1.628.243
2.733.680
519.410
9.255
(1.048.238)
Cost of goods sold
(34.826.448)
-
(184.040)
-
(34.642.408)
-
Consumables expenses
(72.084.476)
(265.674)
(58.697.423)
(9.517.672)
(3.659.904)
56.197
Depreciation and amortization
(86.339.638)
(5.283.124)
(48.043.716)
(29.527.708)
(3.485.090)
-
Packaging materials consumed
(4.043)
-
(2.391)
(1.652)
-
-
Subcontractor expenses
(233.682.294)
(378.151.647)
(90.777.286)
(25.531.071)
(11.019.342)
271.797.052
Employee benefits expenses
(172.140.561)
(16.756.070)
(81.369.173)
(55.289.419)
(18.725.899)
-
Electricity expenses
(7.485.656)
(230.095)
(1.914.640)
(4.527.985)
(886.385)
73.449
Repair expenses
(9.900.312)
(2.093.673)
(11.745.499)
(3.869.195)
(339.288)
8.147.343
Other expenses
(21.700.569)
(3.733.431)
(9.885.598)
(9.818.026)
(2.798.757)
4.535.243
Other gains
6.375.845
1.437.111
1.546.675
2.270.186
1.451.381
(329.508)
Other losses
(16.327.778)
(5.342.440)
(9.800.058)
(1.574.962)
(1.025.991)
1.415.673
Total operating result
7.019.489
35.730.817
(20.022.584)
646.482
(9.047.641)
(287.585)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
20
2024
Total
Shipping
River Transport
Port Operations
Others
Intersegments
Revenue
733.795.272
535.373.622
346.900.524
153.113.475
65.256.100
(366.848.449)
Other operating income
7.827.199
6.363.027
6.164.681
599.976
149.599
(5.450.084)
Cost of goods sold
(27.808.623)
-
(246.617)
-
(27.562.006)
-
Consumables expenses
(88.032.064)
(270.427)
(70.921.626)
(12.654.421)
(4.266.471)
80.881
Depreciation and amortization
(103.557.473)
(4.348.283)
(62.524.453)
(33.662.572)
(3.022.165)
-
Packaging materials consumed
(4.287)
-
(1.673)
(2.238)
(376)
-
Subcontractor expenses
(241.724.327)
(443.818.773)
(103.136.309)
(32.217.784)
(7.861.108)
345.309.647
Employee benefits expenses
(204.347.858)
(17.138.531)
(113.369.542)
(59.006.727)
(14.833.058)
-
Electricity expenses
(7.646.684)
(196.114)
(2.099.509)
(4.499.437)
(906.394)
54.770
Repair expenses
(15.346.203)
(2.261.585)
(18.388.546)
(6.835.546)
(399.603)
12.539.077
Other expenses
(27.796.501)
(4.293.392)
(10.871.531)
(15.202.800)
(6.521.368)
9.092.590
Other gains
19.587.369
4.372.553
12.404.132
4.166.977
1.123.239
(2.479.532)
Other losses
(8.866.486)
(6.951.326)
(3.920.537)
(2.356.847)
(1.112.075)
5.474.299
Total operating result
36.079.335
66.830.771
(20.011.006)
(8.557.944)
44.314
(2.226.800)
3.5. Consolidated statement of changes in equity
Share
capital
Treasury
shares
Legal
reserves
Other
reserves
Revaluation
reserves
Retained
earnings
Translation
differences
Attributable to
owners of the parent
Attributable to non-
controlling interests
Total
Balance as at 01.01.2025
181.739.602
(2.965.789)
15.516.851
270.762.357
90.550.664
368.308.706
(2.395.707)
921.516.684
133.557.257
1.055.073.941
Profit for the year
-
-
-
-
-
(12.246.972)
-
(12.246.972)
1.729.229
(10.517.743)
Other comprehensive
income
-
-
-
-
-
-
180.410
180.410
-
180.410
Total comprehensive
income
-
-
-
-
-
(12.246.972)
180.410
(12.066.562)
1.729.229
(10.337.333)
Reserves
-
-
1.657.749
2.672.198
-
(4.329.947)
-
-
-
-
Treasury shares –
granted under SOP
-
2.965.789
-
(2.972.450)
-
6.661
-
-
-
-
Dividends distributed
-
-
-
-
-
(27.900.000)
-
(27.900.000)
-
(27.900.000)
Increase in ownership
interest in subsidiaries
-
-
-
-
-
24.143
-
24.143
(47.020)
(22.877)
Reduction of ownership
interest in subsidiary
-
-
-
-
-
36.052
-
36.052
96.624
132.676
Balance as at 31.12.2025
181.739.602
-
17.174.600
270.462.105
90.550.664
323.898.643
(2.215.297)
881.610.317
135.336.090
1.016.946.407
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
21
3.6. Key performance indicators of TTS Group in 2025
Year ended
31.12.2025
Year ended
31.12.2024
1.
Liquidity ratios
a) Current liquidity ratio
1,7
1,9
Current assets
206.038.965
240.628.705
Current liabilities
121.914.673
123.950.090
a) Quick ratio/ acid test
1,5
1,7
Current assets - Inventories
179.573.238
214.984.653
Current liabilities
121.914.673
123.950.090
2.
Risk ratios
a.1) Leverage ratio (%)
20,1%
10,5%
Borrowed capital
204.026.675
111.186.939
Equity
1.016.946.407
1.055.073.941
or
a.2) Leverage ratio (%)
16,7%
9,5%
Borrowed capital
204.026.675
111.186.939
Capital employed
1.220.973.082
1.166.260.880
b) Interest coverage indicator
0,7
7,7
Profit before interest payment and income tax
6.665.393
41.624.423
Interest expense
8.896.667
5.392.267
3.
Activity ratios
a) Trade receivables turnover (days)
36,3
31,6
Average trade receivables
64.819.347
63.598.000
Revenue
651.293.069
733.795.272
b) Trade payables turnover (days)
39,7
37,2
Average trade payables
38.854.237
44.003.670
Purchases of goods and services
375.300.804
431.121.323
c) Non-current assets turnover
0,6
0,7
Revenue
651.293.069
733.795.272
Non-current assets
1.124.095.560
1.035.411.850
d) Total assets turnover
0,5
0,56
Revenue
651.293.069
733.795.272
Total assets
1.330.134.525
1.276.040.555
4.
Profitability indicators
a) Return on capital employed
0,5%
3,6%
Profit before interest and income tax
6.665.393
41.624.423
Capital employed
1.220.973.082
1.166.260.880
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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4. Operations
4.1. Aggregate volumes
Freight – 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
3,40
5,57
▼ -39,0%
Minerals
4,56
3,83
▲ +19,0%
Chemical products
2,13
2,00
▲ +6,5%
Others
0,33
0,41
▼ -19,3%
Total
10,42
11,81
▼ -11,8%
River transport– 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
1,39
1,91
▼ -27,1%
Minerals
1,96
2,22
▼ -11,5%
Chemical products
0,69
0,57
▲ +21,1%
Others
0,33
0,41
▼ -19,3%
Total
4,38
5,11
▼ -14,3%
Port operations– 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
2,00
3,66
▼ -45,2%
Minerals
2,60
1,62
▲ +60,7%
Chemical products
1,44
1,43
▲ +0,7%
Total
6,04
6,70
▼ -9,9%
Structure of river transport contracts – 12 months 2025
(cargo volume – million. tons)
12M 2025
12M 2024
Δ 2025/2024
Contracts concluded by the Shipping Segment
4
with
third parties
0,05
0,04
▲ +35,3%
Direct contracts of the River Transport Segment
5
0,67
1,13
▼ -41,1%
Contracts concluded by the Shipping Segment with the
River Transport Segment (intra-group)
3,66
3,94
▼ -7,1%
4
The Shipping Forwarding segment does not include the external subsidiaries with operations TTS VIENA and PLIMSOLL
5
The River Transport segment does not include the subsidiary FLUVIUS.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Structure of port operations contracts – 12 months 2025
(cargo volume – million tons)
12M 2025
12M 2024
Δ 2025/2024
Contracts concluded by the Shipping Segment with
third parties
1,65
1,10
▲ +50,0%
Direct contracts of the Port Operations Segment
6
2,11
1,85
▲ +13,8%
Contracts concluded by the Shipping Segment with
the Port Operations Segment (intra-group)
2,28
3,75
▼ -39,1%
4.2. Shipping Segment
Shipping Segment – Goods transported by river – 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
1,39
1,89
▼ -26,5%
Minerals
1,63
1,52
▲ +7,1%
Chemical products
0,69
0,57
▲ +22,3%
Total
3,71
3,98
▼ -6,7%
Shipping Segment – Goods operated in ports – 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
1,02
2,75
▼ -62,8%
Minerals
1,99
1,17
▲ +70,3%
Chemical products
0,92
0,93
▼ -1,1%
Total
3,93
4,85
▼ -18,9%
4.3. River Transport Segment
River Transport Segment - Volumes - 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
1,37
1,91
▼ -27,9%
Minerals
1,93
2,18
▼ -11,3%
Chemical products
0,69
0,57
▲ +20,0%
Others
0,33
0,41
▼ -19,3%
Total
4,33
5,07
▼ -14,7%
6
For reasons of internal organization of the group, the Port Operations Segment does not include the subsidiary Port of Fajsz Kft. Fajsz
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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River Transport Segment – Goods route completed – 12 months 2025
(billion tons * km)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
0,68
1,00
▼ -32,2%
Minerals
1,49
1,46
▲ +2,0%
Chemical products
0,54
0,42
▲ +26,9%
Total
2,71
2,89
▼ -6,2%
4.4. Port Operations Segment
Port Operations Segment – Volumes – 12 months 2025
(million tons)
12 months 2025
12 months 2024
Δ 2025/2024
Agricultural products
2,00
3,59
▼ -44,1%
Minerals
0,95
0,58
▲ +62,5%
Chemical products
1,44
1,43
▲ +0,7%
Total
4,39
5,60
▼ -21,6%
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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5. Investments
Total investments in the tangible assets of TTS Group in 2025 amounted to RON 131 million, the
largest share being represented by investments in the river transport segment (RON 19,6 million, 81% Δ
2025/2024) and port operations (RON 107,7 million, 248% Δ 2025/2024).
By purpose, RON 110,9 million represented development investments (mainly RON 105 million in
the port operations segment, mainly investments in the Canopus Star and DECIROM terminals) and RON
19,9 million maintenance investments, primarily in fleet maintenance (RON 17 million).
6. Human resources
The average number of employees and other assimilated personnel in 2025 was 1.307 persons (1.547
in 2024), and the number at 31.12.2025 was 1.204 persons (1.541 at 31.12.2024).
The Group’s personnel policy regarding professional training was well supported in terms of
internal training, with training programs carried out at the level of each company within TTS Group.
7. Environment
The companies belonging to TTS Group comply with the provisions and regulations of
Romanian law regarding health, safety, security and environmental protection, and are therefore
required to obtain, maintain and renew various authorizations.
Some of the companies belonging to TTS Group hold environmental permits, which impose
certain conditions and obligations in relation to the object of activity and the facilities of each company.
The environmental permits, with a validity period of 5 years from the date of issuance, subject to
annual endorsement, were issued by the competent territorial environmental protection agencies
following the fulfilment of environmental protection requirements.
At the level of TTS Group, operations are periodically monitored and evaluated from the
perspective of environmental impact. This approach has led to the implementation of ISO 14001:2015-
certified environmental management systems at the facilities of the Group’s main companies with
environmental impact: CNFR Navrom, NAVROM Bac, Navrom Shipyard, TTS Operator, TTS Fluvial,
CANOPUS STAR, and DECIROM.
TTS Group has implemented plans for response and intervention in the event of accidental
pollution and has installed pollution control equipment. TTS Group ensures the implementation and
regular updating of programs for the prevention and reduction of waste generated from its own
activities. TTS Group also periodically reviews its plans for response and intervention in the event of
accidental pollution. In addition, TTS Group temporarily stores wastewater and bilge water in the tanks
of its vessels or in metal retention vats. Other measures implemented by TTS Group include the
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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installation of special containers for the collection of specific waste, as well as concrete platforms,
absorbent anti-pollution materials and anti-pollution barriers.
At the same time, some of the companies belonging to TTS Group are required to submit
periodically to the competent environmental protection authority reports on the results of
environmental factor monitoring, carried out by an accredited subcontracted laboratory. Such reports
cover the analysis of domestic wastewater, noise level analysis, air emissions, records of waste
management, and records of fresh oil consumption and waste oils. This ensures effective monitoring
aimed at preventing environmental pollution.
Each company within TTS Group has concluded contracts with authorized economic operators
for the supply of drinking water, the discharge of domestic wastewater, the collection, treatment and
neutralization of waste, and the collection, recovery and/or disposal of waste oils.
Starting from 2014, TTS Group has continuously monitored the environmental impact of the
activities of the main companies within TTS Group in accordance with World Bank standards, as a result
of the partnership with IFC. The results of this monitoring are included in the annual EHS reports (the
latest published report being for 2021), which cover the following topics relevant to the sustainability of
TTS business:
- Adopted ISO certified management systems
- Occupational health and safety
- Energy consumption
- CO2 emissions
- Residue and waste management
Starting from 2022, TTS has published annual sustainability reports on the activity of TTS Group,
prepared in accordance with the Global Reporting Initiative (GRI) reporting standards.
8. Risk management system
The activity of TTS Group is exposed to operational, commercial, and macroeconomic risks
specific to the river transport, port operations, and integrated logistics sector. In 2025, these risks
continued to be influenced by the volatility of the regional context, the sensitivity of agricultural flows to
weather conditions, and the dependence of operational efficiency on the hydrological parameters of the
Danube.
The approach to risk management aims at the early identification of relevant factors, monitoring their
potential impact on operations, and adopting response measures to limit adverse effects on performance and
financial position. In a business model with a significant asset base and relevant fixed costs, operational flexibility,
diversification of flows, and logistics integration represent key elements for risk mitigation.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Currency risk
The group is exposed to currency fluctuations in commercial and financial transactions.
Currency risk results from recognised assets and liabilities, including loans, denominated in foreign
currency. Due to the associated high costs, it is the Group's policy not to use derivatives to hedge this
risk.
Management of interest rate risk
Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to
changes in market interest rates. Financial instruments bear interest at market rates and therefore their
fair values are considered not to differ significantly from carrying amounts.
Credit risk management
The group is exposed to credit risk due to commercial and other claims. The group has policies
in place to ensure that sales take place to customers with an appropriate payment history. Debt
maturities are carefully monitored, and outstanding amounts are closely followed. Commercial
receivables (clients) are net of impairment adjustments for intrigued customers. The group implements
policies that limit the amount of credit exposure to any financial institution.
Liquidity risk management
Prudent liquidity risk management involves maintaining a sufficient amount of cash and sufficient
available credit lines, continuously monitoring the estimated and present cash flows and matching the
maturities of financial assets and liabilities. Due to the nature of its work. The group intends to be flexible
on financing options, with the support of the majority shareholder.
Fair value of financial instruments
The fair values of financial assets and liabilities are determined as follows:
• the fair value of financial assets and liabilities with standard terms and conditions and traded on
liquid asset markets is determined by reference to quoted market prices;
• the fair value of other financial assets and liabilities (excluding derivative instruments) is
determined in accordance with generally accepted price models, based on the analysis of
expected cash flows, using prices from observable current market transactions; and
• the fair value of derivative instruments is calculated using quoted prices. Where such prices are
not available, the analysis of expected cash flows shall be used, using the yield curve applicable
to the duration of derivative instruments that do not include options and options models for
derivative instruments based on options.
Financial instruments on the balance sheet include trade receivables and other receivables, cash
and cash equivalents, short- and long-term loans and other liabilities. The estimated fair values of these
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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instruments approximate their carrying amounts. The accounting values represent the maximum
exposure of the Company to the credit risk related to the existing receivables.
9. Corporate governance in TTS group
The governance structure and rules under which TTS exercises control over the group
companies are as follows:
• The companies in the group have the legal form of joint-stock company (S.A, Zrt.) or
limited liability company (S.R.L., Kft., GmbH.)
• Each company has its own governing bodies, Board of Directors or Sole Administrator,
depending on the provisions of the articles of incorporation, responsible for the proper
functioning of the company.
• TTS exercises its control and appoints the persons in the management of the
subsidiaries by voting in the general meetings of the shareholders/associates of the
companies, or by decision of the sole associate, as the case may be.
• Companies have commercial autonomy, serving their own customer base in addition to
orders placed within the group
• Voting mandates and representation of TTS in the general meetings of the
shareholders/associates of the subsidiaries are approved by the Board of Directors of
TTS, based on the informative materials made available to the shareholders/associates
by each subsidiary
• At the request of the subsidiaries, in the case of situations that may affect TTS group as
a whole, the Board of Directors discusses these situations and makes guidance and
recommendation decisions that are communicated to the subsidiary that made the
request
• Intra-group transactions, both those between TTS and a subsidiary and those between
subsidiaries, are subject to reporting obligations based on art. 108 of Law no. 24/2017
on issuers of financial instruments and market operations, reports being made with a
rhythm dictated by reaching or exceeding the TTS reporting threshold
• The activity of reporting transactions between related parties is the subject of two
reports drawn up by the statutory auditor of TTS
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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10. Sustainability statement regarding TTS Group activity in 2025
10.1. General basis for the preparation of the sustainability statement [ESRS 2 BP-1]
The sustainability statement of TTS (Transport Trade Services) S.A. (hereinafter “TTS”) has been
prepared on a consolidated basis.
Numbers are formatted using the Romanian numeric system (period for thousands, comma for
decimals)
The consolidation perimeter is the same as in the financial statements, identified in section “1
Presentation of TTS Group”.
All subsidiaries included in the consolidation perimeter are exempt from individual or consolidated
sustainability reporting pursuant to Article 19a(9) or Article 29a(8) of Directive 2013/34/EU.
The sustainability statement covers TTS upstream and downstream value chain in the following respects:
- Presentation of the business model in section “10.8. Strategy, business model and value chain
[ESRS 2 SBM-1]”
- Double materiality analysis in section “10.11. Process for identifying and assessing material
I/ROs [ESRS 2 IRO-1]”
- Reporting on Scope 3 GHG emissions in section “10.13.6.1. TTS Group GHG emissions in 2025”
- Reporting on non-employee workers within the workforce in section “10.14.7. Characteristics
of non-employee workers in the undertaking’s own workforce [ESRS S1-7]”
TTS did not use the option to omit specific information corresponding to intellectual property, know-how
or results..
TTS did not apply the exemption from disclosing information on impending developments or matters
under negotiation, as provided for in Article 19a(3) and Article 29a(3) of Directive 2013/34/EU, if the undertaking
concerned.
10.2. Disclosures in relation to specific circumstances [ESRS 2 BP-2]
TTS used the time horizons defined in ESRS 1 section 6.4:
(a) for the short-term time horizon: the period adopted by the undertaking as the reporting period
in its financial statements;
(b) for the medium-term time horizon: from the end of the reporting period defined under point (a)
up to 5 years;
(c) for the long-term time horizon: more than 5 years.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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TTS did not use metrics that include upstream and/or downstream value chain data estimated using
indirect sources.
The quantitative indicators and monetary values presented are not subject to a high level of
measurement uncertainty.
The statement includes information derived from REGULATION (EU) 2020/852. For clarity and to
ensure ease of reading, this information is presented in section “12 Degree of alignment with EU
taxonomy”.
TTS used the following transitional provisions in accordance with Appendix C to ESRS 1:
ESRS 2
SBM-3
point 48
letter (e)
Material impacts, risks and opportunities and
their interaction with the strategy and business
model
Anticipated financial effects of material
risks and opportunities.
ESRS E1
E1-9
Anticipated financial effects of material
physical and transition risks and potential
climate-related opportunities.
Anticipated financial effects of material
climate-related risks and opportunities.
10.3. The role of TTS administrative, management and supervisory bodies [ESRS 2 GOV-1]
10.3.1. Structure of TTS administrative and management bodies
TTS is organized under a unitary system, in accordance with Law no. 31/1990. By effect of legal
provisions, TTS does not have supervisory bodies.
The administrative body of TTS is the Board of Directors composed of 5 members.
The management of TTS is delegated, pursuant to Article 26(1) of TTS Articles of Incorporation, to a
General Manager, a Development Director, a Financial Director, and an Operational Director, who
represent the management body of the Company.
Information regarding the composition and diversity of members of the administrative and
management bodies:
(a) number of members with executive and non-executive roles:
4 members with executive roles (of which 1 is a member of the Board of Directors)
4 members without executive roles (members of the Board of Directors)
(b) employees or other workers are not represented in the administrative and management
bodies
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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(c) relevant experience for the sectors, products, and geographical locations of the undertaking:
2 members (the General Manager – who is also an executive member of the Board of
Directors – and the Operational Director) have tenure since the establishment of TTS,
during which they have held various roles in the management of TTS and TTS Group
The Financial Director has over 20 years of tenure in TTS
The Development Director has over 10 years of tenure in TTS
3 non-executive members of the Board of Directors have 4 years of experience in
administering TTS
1 non-executive member of the Board of Directors (appointed on 21.08.2025) has over 10
years of experience in the management and administration of NAVROM
(d1) percentage of male members of management: 50%
(d2) percentage of female members of management: 50%
(d3) percentage of female members of the Board of Directors: 40%
(d4) percentage of male members of the Board of Directors: 60%
(e) percentage of independent members of the Board of Directors: 40%
10.3.2. The role of TTS administrative and management bodies regarding
sustainability matters
The role of the Board of Directors regarding sustainability matters consists in setting the
strategy/business model, policies and, where necessary, sustainability targets, as well as monitoring
impacts, risks and opportunities (“I/RO”). The Board exercises this role directly based on the general
administration mandate of the Company provided in the Articles of Incorporation or through the
Governance and Sustainability Committee (hereinafter “GSC”).
The responsibilities of GSC regarding sustainability matters are provided in the Board of Directors
Regulation (revised by Board Decision no. 1/01.09.2025), and are as follows:
i) proposes to the Board of Directors for approval:
- the environmental, social and governance policies of the Company;
- the sustainability statement forming part of the annual administrators’ report,
- the decisions necessary for the preparation of sustainability reporting
ii) assists external auditors, regulatory authorities and sustainability rating agencies and monitors
the external review activity of the sustainability statement and the annual sustainability report, as
applicable
iii) monitors:
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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- the process of identifying and managing sustainability impacts, risks and opportunities;
- the Company’s sustainability reporting activity;
- the implementation of TTS policies as well as the Company’s practices and performance
regarding ESG matters;
- the activity of preventing, mitigating and managing risks related to sustainability matters, which
may have a material negative impact on the Company or are relevant for investors and
shareholders;
iv) reports and makes recommendations to the Board of Directors regarding situations that may
affect the Company’s business, operations, performance or public image, or that are relevant for
the Company and shareholders, from the perspective of sustainability matters;
The role of management regarding sustainability matters is exercised directly based on the
general management mandate of the Company provided in the Articles of Incorporation or through TTS
Corporate Governance and Investor Relations Department (hereinafte r “CGIRD”) and consists in:
i. identifying and monitoring I/RO at group level;
ii. managing impacts at TTS level;
iii. managing risks and opportunities at group level.
Considering the applicable legal provisions, TTS does not have authority for administration and
management of subsidiaries’ activities. Therefore, the management of impacts is carried out at the level
of each individual company, by its own management and administrative bodies.
All TTS subsidiaries with river transport, port operations and ship repair activities – the main
generators of material I/RO – have implemented ISO 14001 environmental management systems and
ISO 45001 occupational health and safety systems.
CGIRD is subordinated to the General Manager and reports to GSC and to the General Manager.
Members of TTS management report directly to the Board of Directors. During the reporting
period, TTS did not establish targets related to material I/RO.
TTS has not implemented dedicated controls and procedures for managing I/RO.
TTS has set as an objective for 2026 the completion of the process of implementing governance
elements – internal policies and procedures, at the level of subsidiaries generating I/RO, which will allow
them to efficiently manage material I/RO specific to each company, and coordinates this process.
TTS will establish targets related to material I/RO whenever, following the analysis of internal
processes and the process of managing I/RO at subsidiary level, it considers this necessary.
Table regarding the involvement of the Board of Directors, TTS management and subsidiaries:
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
33
Responsibility
Subject
Board of
Directors TTS
TTS
Management
CGIRD
Subsidiaries
Strategy/business model
Policies and targets
Risk/opportunity
management
I/RO identification
I/RO monitoring
Impact management
Sustainability reporting
10.3.3. The role of TTS administrative and management bodies in subsidiaries’ activity
and the legal relationship between TTS and subsidiaries
According to the applicable legal provisions, TTS, as majority shareholder, exercises its control
over subsidiaries through voting in the GMS on matters subject to deliberation and regarding the
appointment of members of the Boards of Directors, or the sole administrator, as applicable, and does
not have the legal right to intervene in their administration or management.
Consequently, the roles of the Board of Directors and TTS management regarding the
administration and management of subsidiaries’ activity, including with respect to sustainability aspects
relevant to their activity, are limited to the following:
- Monitoring subsidiaries’ activity based on the information provided by their management
- Coordinating joint actions of group companies at operational level
- Issuing Recommendation Decisions by TTS Board of Directors to the administrative and
management bodies of subsidiaries regarding matters of interest at TTS Group level, or when
TTS point of view must be considered by subsidiaries’ administrative and manage ment bodies,
or upon their request.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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10.3.4. Expertise regarding sustainability matters
Starting with 2012, TTS Group has internally developed organizational expertise regarding the
monitoring of three material aspects (two sub-topics and one sub-sub-topic of sustainability), namely:
Topic
Sub-topic
Sub-sub-topic
TTS expertise
Climate change
Climate change
mitigation
Monitoring and documenting CO
2
emissions and emissions intensity
Climate change
Energy
Monitoring and documenting energy
consumption and energy consumption
intensity
Own workforce
Working conditions
Health and safety
Monitoring and documenting work
accidents and occupational diseases
Regarding the other material sub-sub-topics included under the theme “Own workforce” and
sub-topic “Working conditions”, expertise has been continuously developed as a result of the day-to-day
activity of group companies.
Regarding the material sustainability sub-topics included under the theme “Business conduct”,
TTS adopted in 2025, or revised, the following relevant governance documents:
1/ Nomination Policy (adopted by Board Decision no. 1/15.07.2025)
2/ Remuneration Policy (adopted by O-GSM Resolution no. 1/21.08.2025)
3/ Board Regulation (revised by Board Decision no. 1/01.09.2025)
4/ Conflict of Interest Policy (revised by Board Decision no. 23/01.09.2025)
5/ Whistleblowing Policy (adopted by Board Decision no. 1/04.11.2025)
In the second half of 2024, TTS internally developed expertise regarding the identification and
assessment of I/RO and the double materiality analysis of sustainability matters.
In the second half of 2025, TTS internally developed expertise regarding the identification and
assessment of risks related to climate hazards.
Starting with 2013, TTS has prepared EHS (Environment and Occupational Health & Safety)
Reports for internal use, on an annual basis, reports which cover the following aspects relevant for Group
management:
• Certified ISO management systems
• Environmental permits
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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• Documentation of CO
2
emissions and emissions intensity
• Documentation of energy consumption and energy consumption intensity
• Management and documentation of residues and waste
• Documentation of work accidents and occupational diseases
• Documentation of emergency response
• Documentation and monitoring of the implementation of measures imposed by
environmental authorities, labor inspectorates and emergency inspectorates, following
inspections carried out.
Starting with 2022, TTS has published annual sustainability reports based on GRI standards,
through which TTS organizational expertise has expanded to other material aspects related to own
workforce and governance.
10.3.5. The role and expertise of TTS administrative and management bodies
regarding business conduct matters
Members of the Board of Directors and TTS executive management cumulatively have over 100
years of experience regarding business conduct.
Within the legal limits set out in section 11.3.3., the Board of Directors or, as applicable, TTS
management, takes all necessary decisions and measures regarding matters related to the business
conduct of employees and members of management bodies concerning the administration and
management of subsidiaries’ activity, regardless of whether these matters are material or not. The Board
of Directors approves all corporate documents related to business conduct matters – including TTS Code
of Business Conduct, applicable policies and procedures, or their amendments, as applicable, while the
implementation of their provisions falls under the responsibility of executive management.
10.4. Information provided to TTS administrative and management bodies and
sustainability matters addressed by them [ESRS 2 GOV-2]
GSC and TTS management inform the Board of Directors periodically or upon request, but at
least annually, on the results of monitoring regarding sustainability matters for which TTS I/RO are
material.
Administrative and management bodies consider I/RO, as applicable, and to the extent necessary,
when overseeing strategy, major transactions and risk management processes, including, where
applicable, trade-offs associated with I/RO.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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During the reporting period, the administrative and management bodies of Group companies
did not take specific measures related to material I/RO, other than those necessary for the current
management of activity.
10.5. Integration of sustainability-related performance into incentive systems [ESRS 2
GOV-3]
TTS has not implemented incentive systems related to sustainability performance.
10.6. Statement on the due diligence process [ESRS 2 GOV-4]
DUE DILIGENCE PROCESS ELEMENT
REFERENCE IN THE SUSTAINABILITY STATEMENT
(a) Integration of the due diligence process into
governance, strategy and business model
ESRS 2 GOV-2:
Section ”10.4. Information provided to TTS administrative
and management bodies and the sustainability matters
addressed by them [ESRS 2 GOV-2]”
ESRS 2 GOV-3:
Section 10.5. Integration of sustainability-related
performance into incentive systems [ESRS 2 GOV-3]
ESRS 2 SBM-3:
Section ”10.1. General basis for the preparation of the
sustainability statement [ESRS 2 BP-1]”
Section ”10.10. Material I/RO and their interaction with
the strategy and business model [ESRS 2 SBM-3]”
(b) Engagement with affected stakeholders at all key
stages of the due diligence process
ESRS 2 GOV-2:
Section ”10.4. Information provided to TTS administrative
and management bodies and the sustainability matters
addressed by them [ESRS 2 GOV-2]”
ESRS 2 SBM-2:
Section ”10.9. Interests and views of stakeholders [ESRS 2
SBM-2];”
ESRS 2 IRO-1;
Section ”10.11. Process for identifying and assessing
material I/RO [ESRS 2 IRO-1]”
ESRS 2 MDR-P
ESRS S1:
Section (S1)
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37
reflecting the different stages and purposes of
stakeholder engagement throughout the due diligence
process;
(c) Identification and assessment of negative impacts
ESRS 2 IRO-1 (including application requirements related
to specific sustainability matters in the relevant ESRS)
ESRS 2 SBM-3:
Section ”10.1. General basis for the preparation of the
sustainability statement [ESRS 2 BP-1]”
Section ”10.10. Material I/RO and their interaction with
the strategy and business model [ESRS 2 SBM-3]”
(d) Taking action to address these negative impacts
(e) Monitoring the effectiveness of these efforts and
communication
10.7. Risk management and internal controls over sustainability reporting [ESRS 2 GOV-
5]
The collection of primary data used for sustainability reporting is carried out at subsidiary level,
using the same primary documents used for accounting records, mainly invoices for energy consumption
and employment contracts. An exception is represented by voyage data generated by the river transport
segment, where the same voyage records are used as those used for periodic (quarterly, semi-annual
and annual) reports published on the Bucharest Stock Exchange for the periodic information of
shareholders, investors, market participants and financial analysts.
The data are centralized at subsidiary level and are periodically reported to DGCRI, where they
are verified.
In cases where, following verification at DGCRI level, reporting errors or inconsistencies with
previously reported values or expected normal values are identified (for example in the case of energy
consumption, which underlies reporting under ESRS E1), the submitted data are rechecked and corrected,
where necessary, at subsidiary level.
The measurement of primary values on which the reported indicators are built is not validated by
any external body, the main data sources underlying the evaluation of indicators being the internal
records of the group companies.
Within the double materiality analysis related to the reporting period, 7 risks were identified which,
following the assessment of financial magnitude and likelihood of occurrence, are prioritized as follows:
Category I:
- material risks (risk scores greater than or equal to 1,6 following the double materiality analysis)
- 1 identified risk
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
38
- Category I risks are assessed annually, monitored and managed through elements of TTS
business strategy
Category II:
- non-material risks but with potential to become material (risk scores greater than or equal to
0,8 and lower than 1,6 following the double materiality analysis)
- 3 identified risks
- Category II risks are assessed annually, monitored and managed through elements of TTS
business strategy
Category III:
- non-material risks without potential to become material (scores lower than 0,8 following the
double materiality analysis)
- 9 identified risks
- Category III risks are assessed annually, do not require monitoring and are generally managed
at operational or commercial level.
10.8. Strategy, business model and value chain [ESRS 2 SBM-1]
Transport Trade Services group of companies is a provider of integrated logistics services
consisting of forwarding (logistics chain management, preparation of specific documents), river transport
and port operations (transshipment – between transport units, between transport units and warehouses,
silos, and storage – in storage spaces, silos, river storage units).
The group provides services for the markets along the Danube, across its entire navigable section.
The main clients of the group are traders of agricultural products, traders of chemical fertilizers
and raw materials for chemical fertilizers, steel and metallurgical plants located along the Danube.
The main suppliers of the group are port operation service providers, liquid fuel suppliers, entities
managing the rights to use naval infrastructure, workforce providers, providers of services related to river
transport (agency and barge inspection).
The main activities of TTS Group are carried out by 11 companies grouped into three business
lines (main IFRS 8 segments):
• Shipping: TTS, Plimsoll, TTS Viena
• River transport: Navrom, NVR Bac
• Port operation: TTS Fluvial, Canopus, TTS Operator, DECIROM, Port Fajsz
Three companies in the group provide auxiliary services:
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
39
o NVR Shipyard: ship repair and maintenance
o SUPERQUATRO: dredging and hydrotechnical works
o BTL: ancillary water transport services
AGRIMOL is a foreign trade company specialized in the export of wood products.
The main goods transported and operated in ports are dry bulk goods:
• mineral products (raw materials for metallurgy, ores, coal products, rolled or other metallurgical
products),
• agricultural products (cereals, oilseeds and feed)
• chemical products (raw materials for the chemical industry, phosphate rock and chemical
fertilizers).
Distribution of TTS Group employees by country as at 31.12.2025:
Country
Number of employees
Share of total
Romania
1.182 (1.517 in 2024)
98,17% (98,44% in 2024)
Hungary
19 (20 in 2024)
1,58% (1,30% in 2024)
Austria
3 (4 in 2024)
0,25% (0,26% in 2024)
Total
1.204 (1.541 in 2024)
100,00%
TTS Group carried out activities and generated in 2025 revenues from forwarding, river transport
and port operation services of fossil fuels, as follows:
(a) Total: RON 89.840.014 (RON 22.851.912 in 2024)
(b) Revenues from forwarding, river transport and port operation of coal products: RON 89.840.014 (RON
15.076.212 in 2024), of which:
(b1) Forwarding of coal products: RON 71.881.558
(b2) River transport of coal products: RON 16.265.689 (RON 15.076.212 in 2024)
(b3) Port operation of coal products: RON 1.692.767
(c) Revenues from forwarding, river transport and port operation of petroleum products: RON 0 (RON
7.775.700 in 2024), of which:
(c1) Forwarding of petroleum products: RON 0
(c2) River transport of petroleum products: RON 0 (RON 7.775.700 in 2024)
(c3) Port operation of petroleum products: RON 0
(d) Total revenues from forwarding, river transport and port operation of natural gas: RON 0 (RON 0 in
2024)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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TTS Group did not generate revenues from the natural gas sector or from taxonomy-aligned
economic activities related to fossil gas during the reporting period.
TTS Group has not set sustainability objectives related to the significant services provided,
customer categories, geographical areas or stakeholder relationships.
The strategic elements impacting material sustainability matters and relevant for sustainability
reporting are as follows:
• Expansion of the Port operation segment, especially in Constanța port
Relevant sustainability matter: Climate change adaptation
• Increasing the relative share of non-agricultural goods (minerals and chemicals) in the mix
of transported and operated goods
Relevant sustainability matter: Climate change adaptation
• Increasing the relative share in Group revenues generated by the Port operation segment
Relevant sustainability matters: Climate change mitigation
• Maintaining a level of fleet availability that allows rapid response to fluctuations in demand
for river transport services
Relevant sustainability matters: Climate change mitigation
The main resources required by TTS Group companies for service provision are services provided
by third parties (mainly port operation, services related to river transport – agency and barge inspection,
and staff leasing services), rights to use naval infrastructure, human resources and energy resources
(mainly diesel fuel).
TTS Group creates value for its clients through its ability to provide integrated logistics services
for large cargo flows between Danube ports and Constanța port, covering directly – through its own
transport and port operation capacities, or indirectly – through subcontracting third-party services, all
segments of the logistics chain: forwarding, transport, port operation, related services.
The services provided by TTS Group are positioned at the base of production value chains that
use metallurgical products, basic chemical products, chemical fertilizers, nitrogen products or agricultural
cereal or oilseed products.
The distribution of employees by country is calculated based on the number of employees
recorded in the employee registers of the group companies at the end of the reporting period.
Revenues generated from forwarding, river transport and port operation services of fossil fuels
were calculated based on primary data represented by records in the accounting systems of the group
companies.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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10.9. Interests and views of stakeholders [ESRS 2 SBM-2]
Consultation with stakeholders aims to assess their perception regarding the impact that TTS
Group has on sustainability matters. The outcome of the consultation process is mainly the decision-
making regarding voluntary reporting on sustainability matters which, in the view of stakeholders, are
important from the perspective of TTS Group’s activity, but which, following the double materiality
analysis, were assessed as having a level of materiality below the threshold set for material matters.
Regarding stakeholder consultation in relation to TTS strategy, considering that the main elements
of TTS strategy have not undergone substantial changes in the last 20 years, stakeholders were not
consulted. The Board of Directors will consider consultation with affected parties in the event of major
strategic changes, using consultation mechanisms adapted to each category of affected stakeholders.
Consultation is mainly carried out through questionnaires published and accessible on TTS
website, and by sending via email a link to the published questionnaires to the main categories of
stakeholders, namely:
- Employees and members of the administrative and management bodies of TTS group
companies
- TTS shareholders and capital market investors
- TTS partners (main clients, suppliers, bankers, consultants, media partners, analysts)
In the case of sustainability matters, those matters are subject to consultation where consultation
results may impact the determination of material matters for TTS, characterized as follows:
- are non-material (impact materiality scores lower than 2)
- have a likelihood of occurrence greater than or equal to 0,5
Consultation is carried out whenever it is anticipated that TTS Group will have a material impact
on any sustainability matter, or in situations where it is anticipated that an impact previously classified as
material may become non-material, but at least once every two years
7
.
The results of the consultation will be considered by the Board of Directors in the process of
determining TTS Group’s material impacts for the next reporting period, under the following conditions:
• response rate is greater than or equal to 20%,
• the matters considered will be those recording a median score greater than or equal to
40% of the maximum value.
7
The first stakeholder consultation was carried out during the preparation phase of the Sustainability Statement regarding
TTS Group’s activity in 2024. The next consultation will be organized during the preparation phase of the statement
regarding activity in 2026
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
42
10.10. Material I/RO and their interaction with the strategy and business model [ESRS 2 SBM-3]
Sustainability
Aspect
Type
Description
Object
Character
Time
Horizon
Effect Mapping
Business Model / Strategy /
Decision
Resilience
Theme E1: Climate Change
Climate change
adaptation
Physical risk
(current)
8
Code: RE11.1
Recurring risk of
temporary navigation
interruptions on the
Danube due to the effects
of prolonged severe
droughts on water flow
levels
N/A
N/A
Long
Own operations /
river transport,
forwarding
Value chain /
downstream and
upstream
The risk does not originate from,
and does not affect, TTS’s
business model or strategy.
The risk is implicitly addressed by
TTS's current strategic objective
of developing operations in the
Port of Constanța, based on the
fact that two-thirds of the cargo
volume passing through the port
is transported by land.
1/ The Group’s
financial position
allows it to absorb
shocks caused by
temporary
navigation
interruptions
2/ Contractual
clauses with
compensatory
effects in periods of
low Danube water
levels.
8
The analysis of the climate risk of drought (and its implications for the TTS Group), aimed at determining the business's resilience to this risk, was conducted internally, taking
into account realistic operational-level scenarios, without the use of emissions-related climate scenarios, as no climate scenarios with the necessary level of granularity were
identified to provide useful information for analyzing the risk of navigation disruption on the Danube (see also Annex 4)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
43
Sustainability
Aspect
Type
Description
Object
Character
Time
Horizon
Effect Mapping
Business Model / Strategy /
Decision
Resilience
Climate change
adaptation
Opportunity
(potential)
Code: OE11.1
Development of inland
waterway infrastructure
on the Danube,
particularly through the
construction of
multimodal port
terminals, increased
transshipment capacity,
and ensuring good
navigability (European
Commission’s NAIADES III
Action Plan to enhance
the role of inland
waterways in European
transport)
N/A
N/A
Long
Own operations /
all
Value chain /
downstream and
upstream
The impact does not originate
from TTS’s business model or
strategy.
The impact does not affect the
business model, but may lead to
a future strategy modification
towards expanding TTS Group's
operations in Danube ports.
N/A
Climate change
adaptation
Opportunity
(potential)
Cod: OE11.2
The Fairway Danube II
project for improving
navigation conditions (the
navigable channel) on the
Danube and increasing
the resilience to climate
change, sustainability and
attractiveness of inland
waterway transport on
the Danube
N/A
N/A
Long
Own operations /
all
Value chain /
downstream and
upstream
The opportunity does not
originate from TTS business
model or strategy.
The opportunity does not affect
the business model, but may in
the future lead to changes in
strategy aimed at developing TTS
Group operations in Danube
ports.
N/A
Climate change
mitigation
Impact (current)
Code: IE12.1
Contribution to climate
change from CO₂
emissions of the River
Transport
Environment
Negative
Long
Own operations /
river transport
Value chain /
downstream
The impact does not originate
from, and does not affect, TTS’s
business model or strategy.
No medium-term
resilience issues.
Currently, viable
zero-CO₂-emission
propulsion
technologies for
river transport are
underdeveloped,
and the supporting
infrastructure is
practically
nonexistent.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
44
Sustainability
Aspect
Type
Description
Object
Character
Time
Horizon
Effect Mapping
Business Model / Strategy /
Decision
Resilience
Energy
Impact (current)
Code: IE13.1
Impact on energy
efficiency and energy
consumption resulting
from the increase in
volumes shipped by TTS
Group using land
transport modes provided
by third parties, to the
detriment of volumes
transported on the
Danube with its own fleet,
due to low water levels on
the Danube
Environment
Negative
Long
Own operations /
river transport,
shipping
Value chain /
downstream and
upstream
The impact does not originate
from TTS’s business model or
strategy.
Although it does not affect the
characteristics of the business
model (B2B, capital-intensive,
vertically integrated, with
autonomous business lines
commercially coordinated at
Group level), it may, in the future,
lead to a change in strategy
toward expanding operations into
a new line of business—namely a
land transport mode (potentially
rail transport)—or expanding the
port operations segment into
container handling, depending on
market and regulatory conditions
at the time the strategy change is
decided.
The flexibility of the
business model
allows for the
subcontracting of
third-party land
transport service
providers
Impact (current)
Code: IE13.2
Diesel consumption of the
River Transport segment,
which leads to CO₂
emissions
Environment
Negative
Long
Own operations /
river transport
Value chain /
upstream
The impact does not originate
from, and does not affect, TTS’s
business model or strategy.
Contractual clauses
with compensatory
effects for diesel
price volatility.
Theme S1: Own Workforce
Job security
Impact (current)
Code: IS111.1
Permanent employment
and job security.
People
Positive
Permanent
Own operations /
all
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact the hiring decision
process..
N/A
Adequate salaries
Impact (current)
Code: IS113.1
Fair level of remuneration
and employees'
purchasing power.
People
Positive
Permanent
Own operations /
all
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does influence the decision-
making process regarding
remuneration.
N/A
People
Negative
Permanent
No resilience issues.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
45
Sustainability
Aspect
Type
Description
Object
Character
Time
Horizon
Effect Mapping
Business Model / Strategy /
Decision
Resilience
Collective
bargaining and
labor contracts
Impact (current)
Code: IS116.1
Impact on employees’
bargaining power
regarding working
conditions and contract
terms due to incomplete
coverage of the
workforce within the
group by collectively
negotiated labor
contracts
Own operations /
partially
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact the decision process
regarding working conditions.
Health and safety
Impact (current)
Code: IS118.1
Impact on employee
exposure to occupational
accident risks due to the
specific conditions in
navigation, port
operations, and shipyards
People
Negative
Permanent
Own operations /
river transport,
port operations,
shipyards
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact the decision process
regarding accident prevention
ISO 45001 systems
implemented in the
group's main
companies: river
transport, port
operations,
shipyards
Measures against
workplace
violence and
harassment
Impact (current)
Code: IS124.1
Employee exposure to the
risk of violence or
harassment incidents in
the workplace due to
incomplete
operationalization
9
at
Group level of the
integrated management
and prevention system for
workplace violence or
harassment incidents, on
the level of employee
exposure to such
incidents.
People
Negative
Permanent
Own operations /
all
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact the decision process
regarding workplace violence and
harassment prevention measures
No resilience issues.
Diversity
People
Negative
Permanent
No resilience issues.
9
In 2025, TTS will launch a project to integrate all existing components at the level of Group companies into a centralized Group-wide compliance system, with the aim of
implementing integrated reputational risk management through the monitoring of the application of TTS policies across the Group, as set out in the Code of Good Business
Practices
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
46
Sustainability
Aspect
Type
Description
Object
Character
Time
Horizon
Effect Mapping
Business Model / Strategy /
Decision
Resilience
Impact (current)
Code: IS125.1
Gender imbalance among
employees due to the
specific working
conditions of navigation
and port operations.
Own operations /
all
Value chain: N/A
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact the hiring decision
process.
Theme G1: Professional Conduct
Corporate culture
Impact (current)
Code: IG111.1
Impact resulting from the
incomplete
implementation at Group
level of TTS Group’s
integrated corporate
governance system on
the level of protection of
the interests of
employees, shareholders,
investors, and business
partners
People
Negative
Permanent
Own operations /
all
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact all decision-making
processes
No resilience issues
Whistleblower
protection
Impact (current)
Code: IG112.1
Level of stakeholder
exposure to the effects of
ethics-related incidents
caused by the incomplete
group-level
operationalization of the
integrated whistleblowing
management system
People
Negative
Permanent
Own operations /
all
The impact does not originate
from, and does not affect, TTS’s
business model or strategy, but it
does impact all decision-making
processes related to
investigations and measures
taken to resolve issues reported
through the whistleblowing
system.
No resilience issues
During the reporting period, a new significant opportunity was identified: Code: OE11.2 The Fairway Danube II project for improving navigation conditions
(the navigable channel) on the Danube and increasing resilience to climate change, sustainability and the attractiveness of inland waterway transport on the
Danube.
The material risk identified (Code: RE11.1 “Recurrent risk of temporary navigation disruption caused by the effects of prolonged severe droughts on the Danube water flow”)
materialized in 2025, with navigation being interrupted for a period of 10 days at the beginning of the third quarter, with effects at both operational
and financial levels. The duration of the interruption was significantly shorter compared to the period considered in the risk assessment, namely 2
months.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
47
At the level of Group operations, the volumes of agricultural goods transported on the Danube as well as those handled in Danube ports
were lower than anticipated, a deficit partially offset by the volumes of agricultural goods handled at the grain termina l in Port of Constanța.
At the financial level, consolidated revenues and consolidated EBITDA recorded in the third quarter were lower than those anticipated in the
financial projections for 2025 published in the “Board of Directors’ Report on TTS Group activity in H1 2025” (29 A ugust 2025), the deficit also being
reflected in the downward adjustments of the financial projections for 2025 published in the “Board of Directors’ Report on T TS Group activity in H1
2025” (29 August 2025). The deficit in profitability indicators did not have significant effects on the consolidated financial position and cash flows
during the current reporting period and does not present a material risk of a material adjustment of the carrying amounts of assets and liabilities
reported in the financial statements for the next annual reporting period.
In relation to the material impacts regarding own workforce:
a) All persons within the own workforce are covered by reporting
b) Material impacts affect positively or negatively, as applicable:
- All employees of TTS Group in the case of impacts covered by the sub-sub-topics “Job security”, “Adequate wages”, “Collective
bargaining and collective labour agreements”, and “Measures against violence and harassment in the workplace”.
- Employees of TTS Group from 7 subsidiaries with material workplace accident risk operating in the Inland Transport and Port
Operations segments (main IFRS 8 segments) and shipyards, in the case of the impact covered by the sub-sub-topic “Health and
safety”,
- All workers provided by third parties in the case of impacts covered by the sub-sub-topics “Health and safety” and “Measures against
violence and harassment in the workplace”.
- All female employees of TTS Group in the case of the impact covered by the sub-sub-topic “Diversity”
c) Significant negative impacts are neither systemic nor related to individual incidents, except for the impact covered by the s ub-topic
“Health and safety” (Code: IS118.1 Employees’ exposure to occupational injury risk due to the specific conditions of navigation, port operations and shipyards)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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10.11. Process for identifying and assessing significant I/RO [ESRS 2 IRO-1]
10.11.1. Double materiality analysis framework
The double materiality analysis involves assessing how the activity of TTS Group interacts with
a large number of sustainability aspects, more specifically the 91 aspects provided for under
application requirement AR16 regarding sustainability matters to be included in the materiality
assessment in ESRS 1.
Similarly, for the assessment of risks and opportunities impacting the activity of TTS Group in
relation to the group’s adaptation to climate change, it is necessary to evaluate how the 32 climate
hazards included in application requirement AR 11 related to point 20 letter (b) of the disclosure
requirement ESRS 2 IRO-1 affect the activity of TTS Group.
TTS approach regarding the double materiality analysis is, in a first stage, to perform a
screening analysis, in order to identify sustainability aspects and climate hazards that are potentially
material, followed by a detailed analysis of these to identify and assess material I/RO.
10.11.2. I/RO materiality assessment framework
The materiality level of impacts is calculated as a weighted sum of severity parameters,
multiplied by the probability of materialization, as follows:
Materiality level of negative impact = Probability × (Impact magnitude × weight + Impact
extent × weight + Impact remediability × weight)
Materiality level of positive impact = Probability × (Impact magnitude × weight + Impact
extent × weight)
Using a calculation formula based on individual scores for each parameter ensures a consistent
treatment of impacts while simultaneously reducing the level of subjectivity in the materiality analysis.
The use of weights in calculating the severity factor allows differentiation between the three
indicators in terms of their importance in characterizing impacts.
Thus, in TTS’s assessment, the magnitude of an impact is more important than its scope and
remediability, as within the TTS Group, the highest priority in impact management is given to
eliminating or mitigating the negative effects that the Group’s activit ies may have on affected
stakeholders. From this perspective, both remediation — a process that follows the occurrence of an
impact — and scope — which is limited by the nature of the Group’s activities — are of lower
importance.
Given these considerations, the weightings used are determined in such a way that:
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
49
a) The weight of impact magnitude is three times higher than the weights of extent and
remediability
b) The sum of the weights of the three parameters equals 1
Applying these two rules, the weights of the three severity parameters in assessing the
materiality of an impact are as follows:
Negative Impact
Positive Impact
Magnitude
0,6
0,75
Extent
0,2
0,25
Remediability
0,2
N/A
The materiality level of risks is calculated as the product of risk magnitude and probability of
materialization, as follows:
Risk materiality level = Probability × Magnitude
10.11.3. Framework for Assessing Impact Severity and the Magnitude of Risks and
Opportunities
The magnitude of TTS Group’s environmental impacts was assessed based on effects on
ecosystems and climate, using a 6-point scale ranging from 0 – impacts with negligible or barely
perceptible effects, to 5 – catastrophic changes to ecosystems or drastic acceleration of climate
change.
The magnitude of TTS Group’s social and governance impacts was assessed on a 4-point scale
from 0 for negligible effects to 5 for strong direct effects on affected stakeholders (for example, in the
case of matters related to TTS Group’s own workforce, where impacts are directly experienced by
employees).
The scope of potential environmental impacts of TTS Group was assessed based on the
geographic spread of the effects, on a 6-point scale from 0 for impacts with effects present at a single
TTS operational site to 5 for impacts with global effects.
The scope of TTS Group’s social and governance impacts was assessed based on affected
stakeholders, using a 6-point scale from 0 for impacts affecting a small number of people (<100
individuals) to 5 for impacts with large-scale social effects (>1 million individuals).
The remediability of negative impacts was assessed on a 6-point scale from 0 for impacts
whose consequences are easily reversible without significant effort, to 5 for impacts with permanent
consequences
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The following scale was used to assess the magnitude of risks and opportunities:
Level
Score
Description
Treshold
mil. RON
mil. EUR
Very high
4
Financial impact > 50% of the average annual revenue for 2020–
2024. Negative effects cannot be absorbed in the medium term and
require an immediate action plan.
397,1
80,6
High
3
Financial impact > 10% of the average annual revenue for 2020–
2024. Negative effects can be absorbed with difficulty in the medium
term without an adequate action plan.
79,4
16,1
2
Financial impact > 5% of the average annual revenue for 2020–
2024. Negative effects can be absorbed in the medium term through
operational-level measures.
39,7
8,1
Low
1
Financial impact > 1% of the average annual revenue for 2020–2024.
Negative effects can be absorbed in the short term through
operational-level measures
7,9
1,6
Not material
0
Financial impact < 1% of the average annual revenue for 2020–2024
-
-
10.11.4. The Framework for Assessing the Probability of IRO Materialization
For evaluating the Probability of IRO Materialization, a scale with unequal differences between
levels was used:
Level
Score
Description
Current I/RO
1
I/RO with certain materialization
Probable
0,8
I/RO with a high probability of materialization or frequent/recurrent occurrence.
Possible
0,5
I/RO with an equal probability of materialization.
Unlikely
0,2
I/RO with a low probability of materialization or occasional occurrence.
No I/RO
0
I/RO with a negligible probability of materialization.
In the absence of data allowing for an objective estimation of IRO materialization probabilities,
this approach is considered—by TTS—the only reasonable one, as their determination remains
subjective. In reality, for potential IROs, the only thing that can be stated with certainty is that they are
not impossible (score 0) but also not current (score 1). From this perspective, the levels used for
potential IROs can be interpreted as follows:
a) IROs with unlikely materialization (score 0.2) are those for which, in our assessment, the
chances of materialization are negligible, but we cannot be certain that they are zero
b) IROs with probable materialization (score 0.8) are those for which, in our assessment, the
chances of materialization are very high, but we cannot be certain that they are current (or lack the
data to support this fact)
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c) IROs with equiprobable materialization (score 0.5) are those for which we cannot assess the
chances of materialization but are certainly potential IROs
10.11.5. Framework for Assessing the Materiality of Sustainability Aspects
Applying the above rules, the materiality levels of sustainability impacts for TTS Group are as
follows:
Score
Impact Materiality Levels
4,00 - 5,00
Critical
3,00 - 3,99
High
2,00 - 2,99
Material
1,00 - 1,99
Observable
0,00 - 0,99
Negligible
Impacts with a score of 2.00 or higher (i.e., 40% of the maximum materiality score) are
considered material.
The financial materiality levels of sustainability risks and opportunities for TTS Group are as
follows:
Score
RO Materiality Levels
3,20 - 4,00
Critical
2,40 - 3,19
High
1,60 - 2,39
Material
0,80 - 1,59
Observable
0,00 - 0,79
Negligible
Risks and opportunities with a score of 1.60 or higher (i.e., 40% of the maximum materiality
score) are considered material.
As a result, the materiality matrix for sustainability themes and aspects in the case of TTS Group
is structured as follows:
Materiality of Risks and Opportunities
0,00 - 0,79
0,80 - 1,59
1,60 - 2,39
2,40 - 3,19
3,20 - 4,00
Materiality of
Impacts
0,00 - 0,99
Non-material
themes/aspects
Material themes/aspects
1,00 - 1,99
2,00 - 2,99
Material
themes/aspects
Material themes/aspects
3,00 - 3,99
4,00 - 5,00
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10.11.6. Screening of Possible Impacts of TTS Group
The sustainability aspects screening regarding possible impacts of TTS Group was conducted
using the following impact parameter values that lead to maximum materiality levels:
a) Severity Parameter Values Used:
Parameter
Value
Applicability
Possible environmental impact effect
Effect
Negative
Aspects included in the themes: “E1 Climate Change,” “E2 Pollution,” “E3
Water and Marine Resources,” “E4 Biodiversity and Ecosystems,” and “E5
Circular Economy.”
Magnitude
Substantial (score 3)
All aspects included in environmental themes, except for the sub-theme
“Climate Change Adaptation.”
Extent
Extensive (score 3)
Aspects included in themes “E1 Climate Change” (except for the sub-theme
“Climate Change Adaptation”), “E2 Pollution,” and “E4 Biodiversity and
Ecosystems.”
Localized (score 1)
Aspects included in themes “E3 Water and Marine Resources” and “E5
Circular Economy.”
Remediability
Long-term (score 4)
All aspects included in environmental themes.
Possible social impact effects
Effect
Negative
Aspects included in the themes “S1 Own Workforce,” “S3 Affected
Communities,” and “S4 Consumers and End Users.”
Positive
Aspects included in the theme “S2 Workers in the Value Chain.”
Magnitude
Strong (score 5)
Aspects included in themes “S1 Own Workforce” (except for sub-themes
“Working Hours,” “Social Dialogue,” “Freedom of Association, Consultation,
and Worker Participation,” “Employment and Inclusion of Persons with
Disabilities,” “Diversity,” “Child Labor,” “Forced Labor,” and “Adequate
Housing”), “G1 Professional Conduct,” and the sub-theme “Climate Change
Adaptation.”
Moderate (score 3)
Aspects included in themes “S2 Workers in the Value Chain,” “S3 Affected
Communities,” “S4 Consumers and End Users,” and the sub-themes “Social
Dialogue,” “Freedom of Association, Consultation, and Worker Participation,”
“Employment and Inclusion of Persons with Disabilities,” “Diversity,” and
“Adequate Housing.”
Limited (score 2)
Sub-themes “Working Hours,” “Child Labor,” and “Forced Labor.”
Extent
Extensive (score 3)
Aspects included in themes “S2 Workers in the Value Chain,” “S3 Affected
Communities,” “S4 Consumers and End Users,” and the sub-theme “Climate
Change Adaptation.”
Concentrated (score 2)
Aspects included in themes “S1 Own Workforce” and “G1 Professional
Conduct.”
Remediability
Long-term (score 4)
Sub-theme “Diversity.”
Total, medium-term
(score 2)
Aspects included in themes “S1 Own Workforce” (except for the sub-themes
“Working Hours,” “Diversity,” “Child Labor,” and “Forced Labor”), “S2 Workers
in the Value Chain,” “S3 Affected Communities,” “S4 Consumers and End
Users,” and “G1 Professional Conduct.”
Short-term (score 1)
Sub-themes “Working Hours,” “Child Labor,” and “Forced Labor.”
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b) The materialization probability values used were as follows:
Value
Applicability
Current Impact (score
1,0)
1/ Aspects included in themes “E1 Climate Change” and “E5 Circular Economy”, and the sub-
themes “Air Pollution,” “Water Consumption,” and “Water Discharges.”
2/ Aspects “Job Safety,” “Working Hours,” “Adequate Wages,” “Collective Bargaining and
Agreements,” “Health and Safety,” “Measures Against Workplace Violence and Harassment,”
and “Diversity” from the theme “S1 Own Workforce.”
3/ Aspects “Corporate Culture” and “Whistleblower Protection” from the theme “G1 Professional
Conduct.”
Possible Impact (score
0,5)
1/ Aspects included in theme “E2 Pollution” (except for the sub-theme “Air Pollution”), sub-
themes “Climate Change” and “Pollution” from theme “E4 Biodiversity and Ecosystems,” and the
sub-theme “Water Discharges into Oceans.”
2/ Aspects included in themes “S2 Workers in the Value Chain,” “S3 Affected Communities,” the
sub-theme “Health and Safety” from theme “S4 Consumers and End Users,” and the sub-themes
“Social Dialogue,” “Freedom of Association, Consultation, and Worker Participation,” “Work-Life
Balance,” “Gender Equality and Equal Pay for Work of Equal Value,” “Training and Skills
Development,” and “Employment and Inclusion of Persons with Disabilities” from theme “S1
Own Workforce.”
3/ Sub-themes “Political Engagement and Lobbying Activities,” “Supplier Relationship
Management and Payment Practices,” and “Corruption and Bribery” from theme “G1
Professional Conduct.”
No Impact (score 0,0)
1/ Sub-themes “Water Abstraction” and “Marine Resource Extraction and Use” from theme “E3
Water and Marine Resources,” and aspects from theme “E4 Biodiversity and Ecosystems”
(except for the sub-themes “Climate Change” and “Pollution”).
2/ Aspects from theme “S4 Consumers and End Users” (except for the sub-theme “Health and
Safety”).
3/ The sub-theme “Animal Welfare” from theme “G1 Professional Conduct.”
The results of the sustainability aspects screening regarding possible impacts of TTS Group are
presented in Annex 1.
Following the screening, 17 sustainability aspects were evaluated as potentially material, as
follows:
Code
Sustainability Aspect
Effect
Maximum Materiality Value
E12
Climate Change Mitigation
Negative
3,20
E13
Energy
Negative
3,20
E21
Air Pollution
Negative
3,20
E311
Water Consumption
Negative
2,80
E313
Water Discharges
Negative
2,80
E51
Resource Inputs, Including Resource Use
Negative
2,80
E52
Resource Outputs Related to Products and Services
Negative
2,80
E53
Waste
Negative
2,80
S111
Job Safety
Negative
3,80
S113
Adequate Wages
Negative
3,80
S116
Collective Bargaining and Agreements
Negative
3,80
S118
Health and Safety
Negative
3,80
S124
Measures Against Workplace Violence and Harassment
Negative
3,80
S125
Diversity
Negative
3,00
S421
Health and Safety
Negative
2,00
G111
Corporate Culture
Negative
3,80
G112
Whistleblower Protection
Negative
3,80
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10.11.7. Identification and Materiality Assessment of Impacts
The identification and assessment of impacts were carried out for the potentially material
aspects resulting from the screening process.
Following the materiality analysis, 11 material impacts were identified, as follows:
Sustainability Aspect
TTS Impact
Materiality
Score
Description
Effect
Climate Change Mitigation
Contribution to climate change through CO₂ emissions from the inland
waterway transport segment.
Negative
2,00
Energy
Impact on energy efficiency and energy consumption resulting from the
increase in volumes shipped by TTS Group using land transport modes
provided by third parties, to the detriment of volumes transported on the
Danube with its own fleet, due to low water levels on the Danube.
Negative
3,20
Diesel consumption by the River Transport segment, which leads to CO₂
emissions.
Negative
2,00
Job Safety
Permanent employment and job security
Positive
4,25
Adequate Wages
Fair level of remuneration and employees’ purchasing power.
Positive
4,25
Collective Bargaining and
Agreements
Employees’ bargaining power regarding working conditions and the
terms of employment contracts as a result of the incomplete coverage of
the workforce at group level by collectively negotiated employment
contracts.
Negative
2,60
Health and Safety
Employee exposure to the risk of workplace accidents due to the specific
conditions of navigation, port operations, and shipyard activities
Negative
3,00
Measures Against Workplace
Violence and Harassment
Employee exposure to the risk of violence or harassment incidents in the
workplace due to the incomplete group-level operationalization of the
integrated management and prevention system for workplace violence or
harassment incidents.
Negative
3,80
Diversity
Gender imbalance among employees due to the specific working
conditions.
Negative
3,00
Corporate Culture
The incomplete group-level operationalization of TTS Group’s integrated
corporate governance system affects the level of protection of the
interests of employees, shareholders, investors, and business partners.
Negative
4,00
Whistleblower Protection
Level of stakeholder exposure to the effects of ethics-related incidents
caused by the incomplete group-level operationalization of the
integrated whistleblowing management system.
Negative
4,00
The results of the identification and materiality assessment of TTS Group's impacts are
presented in Annex 2.
10.11.8. Screening of Potential Risks and Opportunities for TTS Group
The screening of sustainability aspects concerning potential risks and opportunities for TTS
Group was conducted using the following financial materiality parameter values, which lead to the
highest materiality levels of the aspects:
Parameter
Value
Applicability
Magnitude
Very high (score 4)
The aspects included under the topic “E1 Climate Change” and the subtopics
“E21 Air Pollution”, “E22 Water Pollution” and “E51 Resource Inflows, including
resource use”
Moderate (score 2)
1/ The subtopics “E23 Soil Pollution” and “E24 Pollution of living organisms
and food resources”, the sub-subtopics “E311 Water consumption”, “E313
Water discharges”, “E321 Discharges of water into oceans”, “E411 Climate
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change” and “E415 Pollution”, and the subtopics “E52 Resource outflows
related to products and services” and “E53 Waste”
2/ The sub-subtopics “S113 Adequate wages”, “S116 Collective bargaining
and collective agreements”, “S117 Work-life balance”, “S118 Health and
safety”, “S124 Measures against violence and harassment in the workplace”,
“S134 Privacy” and “S421 Health and safety”
3/ The aspects included under the topic “G1 Business conduct” (except for
the sub-subtopics “G113 Animal welfare” and “G114 Political engagement and
lobbying activities”)
Non-material (score 0)
1/ The subtopics “E25 Substances of concern”, “E26 Substances of very high
concern” and “E27 Microplastics”, the sub-subtopics “E312 Water
withdrawals” and “E322 Extraction and use of marine resources”, and the
aspects included under the topic “E4 Biodiversity and ecosystems” (except
for the sub-subtopics “E411 Climate change” and “E415 Pollution”)
2/ The aspects included under the topics “S1 Own workforce” (except for the
sub-subtopics “S113 Adequate wages”, “S116 Collective bargaining and
collective agreements”, “S117 Work-life balance”, “S118 Health and safety”,
“S124 Measures against violence and harassment in the workplace” and “S134
Privacy”), “S2 Workers in the value chain”, “S3 Affected communities” and “S4
Consumers and end-users” (except for the sub-subtopic “S421 Health and
safety”)
3/ The sub-subtopics “G113 Animal welfare” and “G114 Political engagement
and lobbying activities”
Probability of
Materialization
Certain effect (score 1.0)
The subtopic “E11 Climate change adaptation”
Possible (score 0.5)
1/ The subtopic “E12 Climate change mitigation”, the aspects included under
the topic “E2 Pollution” (except for the subtopic “E26 Substances of very high
concern”), the subtopic “E321 Discharges of water into oceans”, the aspects
included under the topics “E4 Biodiversity and ecosystems” (except for the
sub-subtopic “E415 Pollution”) and “E5 Circular economy”
2/ The aspects included under the topics “S1 Own workforce”, “S2 Workers
in the value chain” and the subtopic “Health and safety” under the topic “S4
Consumers and end-users”
3/ The aspects included under the topic “G1 Business conduct” (except for
the sub-subtopic “G113 Animal welfare”)
No effect (score 0.0)
1/ The subtopic “E26 Substances of very high concern”, the aspects included
under the topics “E3 Water and marine resources” (except for the subtopic
“E321 Discharges of water into oceans”) and “E4 Biodiversity and ecosystems”
(except for the sub-subtopic “E415 Pollution”)
2/ The aspects included under the topics “S3 Affected communities” and “S4
Consumers and end-users” (except for the sub-subtopic “E421 Health and
safety”)
3/ The sub-subtopic “G113 Animal welfare”
The results of the screening process for sustainability aspects regarding risks and opportunities
for TTS Group are presented in Annex 3.
Following the screening, six sustainability aspects have been evaluated as potentially material,
as follows:
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Code
Sustainability Aspect
Maximum Financial Impact
Score
Aspect Materiality
Theme E1: Climate Change
E11
Climate Change Adaptation
4,00
Potentially Material
E12
Climate Change Mitigation
2,00
Potentially Material
E13
Energy
2,00
Potentially Material
Theme E2: Pollution
E21
Air Pollution
2,00
Potentially Material
E22
Water Pollution
2,00
Potentially Material
Theme E5: Circular Economy
E51
Resource Inputs, Including Resource Use
2,00
Potentially Material
10.11.9. Screening of climate hazards
The screening analysis of climate hazards was carried out for the Danube river transport
activity and for the port operations activity in Constanța of TTS Group – activities which, directly or
indirectly, generated over [95%] of TTS Group’s consolidated re venue in 2025, starting from the 28
climate hazards included in application requirement AR 11 related to point 20 letter (b) of the
disclosure requirement ESRS 2 IRO-1.
Two of the hazards included in application requirement AR 11, namely “Temperature change”
and “Flooding”, were further specified in the case of TTS Group, resulting in a total of 32 climate
hazards that were subject to the screening analysis.
The results of the screening analysis are as follows:
• 22 climate hazards were classified as not applicable or without effect on either of the two
activities;
• 1 climate hazard (“Increase in air temperature”) was classified as having an indirect
“Potentially material” effect on both activities;
• 1 climate hazard (“Drought”) was classified as having a direct “Potentially material” effect
on the Danube river transport activity;
• 8 climate hazards (“Heat stress”, “Heatwave (extreme heat)”, “Cold wave/freezing”, “Marine
storms”, “Increase in the Black Sea level”, “Heavy precipitation”, “Coastal flooding
(Constanța)” and “Pluvial flooding”) were classified as having a “Potentially material” effect.
The 10 climate hazards with a potentially material effect were subject to a detailed analysis.
For 8 of the 10 hazards, the analysis was based on climate scenarios.
For the remaining 2 climate hazards (“Increase in air temperature” and “Drought”), no data
sets based on emission scenarios with a level of granularity sufficient to perform a scenario-based
analysis specific to TTS Group were identified. For these two hazards, the analysis was carried out
based on internal scenarios, regarding the effects of acute droughts leading to the interruption of
navigation on the Danube in the Zimnicea area, or by taking into account market factors, regarding
the effects of chronic droughts on the demand for services related to agricultural products in the
lower Danube basin.
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The results of the climate hazards screening analysis are presented in Annex 4: Climate hazards
screening results.
10.11.10. Scenario-based analysis of climate hazards
The methodology used for the climate scenario-based analysis was as follows:
1/ The datasets used are those provided by Copernicus Climate Change Service (C3S), based
on high-resolution CMIP6 models;
2/ Climate projections up to around 2050 were developed based on the SSP5-8.5 emission
scenario (equivalent to RCP 8.5);
3/ The calculated values represent, for each climate hazard, the difference between the
projected average value of the relevant parameter for the Constanța area in the climate
projection interval 2041–2050, and the average of the same parameter recorded in th e
reference period 1990–2019;
4/ The results of the analysis do not represent variations relative to a reference calendar year,
but differences between estimated values for the climatic state in the reference period 1990–
2019 and those for the climatic state in the projection interval 2041–2050;
5/ The years 2020–2023 (the last year included in the dataset) were not included in the
reference period as they were very warm years with an unjustifiably high influence on the
conclusions of the analysis. For this reason, these years may only be used for context and for
trend validation, and not to establish a baseline within the scenario-based climate analysis.
Otherwise, the effect of these years would distort the results, theoretically leading to more
favorable conclusions;
6/ For these reasons, the reference period used is 1990–2019, a 30-year period for which the
data has the statistical stability required for climate projections for 2041–2050.
The calculations are reproducible. Documentation and traceability are ensured through the
JSON files used within the analysis.
Following the climate scenario-based analysis, none of the 8 climate hazards analyzed shows
a material level of risk for TTS Group.
The results of the climate scenario-based analysis are included in Annex 5: Results of the
materiality analysis of risks and opportunities.
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10.11.11. Identification and Materiality Assessment of Risks and Opportunities
The identification and assessment of risks and opportunities were carried out for the potentially
material matters resulting from the screening process and took into account the dependencies and
connections with the impacts identified during the sustainability matters screening stage. As a result
of this process, no additional sustainability matters were identified beyond the list resulting from the
screening of matters to identify potentially material aspects.
Following the materiality analysis, one material risk and one material opportunity were
identified, as detailed below:
Aspect
Effect Type
Description
Materiality
Score
Aspect
Materiality
Theme E1: Climate Change
Climate Change
Adaptation
Physical Risk
The recurring risk of navigation disruptions on the Danube
due to prolonged severe droughts leading to low water
levels
1,60
Material
Opportunity
Development of naval infrastructure on the Danube,
particularly through the construction of multimodal port
terminals, increasing transshipment capacity, and ensuring
good navigability (aligned with the NAIADES III Action Plan
of the European Commission to enhance the role of inland
waterways in European transport)
2,00
Opportunity
The Fairway Danube II project aimed at improving
navigation conditions (the navigable channel) on the
Danube and increasing the resilience to climate change,
sustainability and attractiveness of inland waterway
transport on the Danube
1,60
The results of the process for identifying and assessing the materiality of risks and
opportunities of TTS Group are presented in Annex 5 (for Danube river transport) and Annex 6 (for
port operations in Constanța).
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10.12. ESRS disclosure requirements met by the sustainability
statement [ESRS IRO-2]
General basis for the preparation of the sustainability statement [ESRS 2 BP-1] .............................................. 29
Disclosures in relation to specific circumstances [ESRS 2 BP-2] ............................................................................ 29
The role of TTS administrative, management and supervisory bodies [ESRS 2 GOV-1] ................................ 30
Information provided to TTS administrative and management bodies and sustainability matters addressed
by them [ESRS 2 GOV-2] .................................................................................................................................................. 35
Integration of sustainability-related performance into incentive systems [ESRS 2 GOV-3] ........................... 36
Statement on the due diligence process [ESRS 2 GOV-4] ...................................................................................... 36
Risk management and internal controls over sustainability reporting [ESRS 2 GOV-5] ................................. 37
Strategy, business model and value chain [ESRS 2 SBM-1] .................................................................................... 38
Interests and views of stakeholders [ESRS 2 SBM-2] ................................................................................................. 41
Material I/RO and their interaction with the strategy and business model [ESRS 2 SBM-3] ......................... 42
Process for identifying and assessing significant I/RO [ESRS 2 IRO-1] ................................................................. 48
ESRS disclosure requirements met by the sustainability statement ...................................................... 59
Climate change [ESRS E1] ................................................................................................................................................. 60
Transition plan for climate change mitigation [ESRS E1-1].................................................................................. 60
Policies regarding climate change mitigation and adaptation [ESRS E1-2, MDR-P] .................................... 61
Actions and resources related to climate change policies [ESRS E1-3, MDR-A] ........................................... 61
Targets related to climate change mitigation and adaptation [ESRS E1-4] ................................................... 62
Energy consumption and energy mix [ESRS E1-5] ................................................................................................ 63
Gross GHG emissions in Scope 1, 2, 3 and total GHG emissions [ESRS E1-6] ............................................... 66
GHG removals and GHG mitigation projects financed through carbon credits [ESRS E1-7] .................... 72
Internal carbon pricing [ESRS E1-8] ........................................................................................................................... 72
Own workforce [ESRS S1] .................................................................................................................................................. 72
Policies related to own workforce [ESRS S1-1, MDR-P] ........................................................................................ 72
Processes for engaging with own workforce and workers’ representatives regarding impacts [ESRS S1-2]
74
Processes for remedying negative impacts and channels through which the own workforce can raise
concerns [ESRS S1-3] ..................................................................................................................................................... 74
Measures regarding material impacts on own workforce, management and monitoring of material risks
and opportunities related to own workforce, as well as the effectiveness of these actions [ESRS S1-4,
MDR-A] 75
Targets regarding the management of material negative impacts, the promotion of positive impacts and
the management of material risks and opportunities [ESRS S1-5, MDR-T] ................................................... 75
Characteristics of the undertaking’s employees [ESRS S1-6] ............................................................................. 75
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Characteristics of non-employee workers in the undertaking’s own workforce [ESRS S1-7] .................... 77
Collective bargaining coverage and social dialogue [ESRS S1-8] ..................................................................... 77
Diversity indicators [ESRS S1-9] .................................................................................................................................. 77
Adequate wages [ESRS S1-10]..................................................................................................................................... 78
Social protection [ESRS S1-11] ..................................................................................................................................... 79
Persons with disabilities [ESRS S1-12] ........................................................................................................................ 79
Training and skills development indicators [ESRS S1-13] ..................................................................................... 79
Health and safety indicators [ESRS S1-14] ............................................................................................................... 80
Work-life balance indicators [ESRS S1-15] ................................................................................................................ 81
Remuneration indicators [ESRS S1-16] ....................................................................................................................... 81
Incidents, complaints and severe human rights issues and incidents [ESRS S1-17] ..................................... 82
Professional conduct [ESRS G1]....................................................................................................................................... 82
Corporate culture and policies on professional conduct [ESRS G1-1, MDR-P] ............................................. 82
Measures and targets regarding professional conduct [ESRS G1-1, MDR-A, MDR-T] ................................ 85
10.13. Climate change [ESRS E1]
10.13.1. Transition plan for climate change mitigation [ESRS E1-1]
A transition plan for climate change mitigation in the case of TTS Group must address the carbon
footprint of the River Transport Segment, whose CO
2
emissions represent, according to TTS internal
estimates, over 90% of total group CO
2
emissions.
TTS Group has not adopted a transition plan because, at present, there are no viable zero-emission
propulsion technical solutions for river transport, for the following reasons:
1. Electric propulsion
• The most developed among zero-emission propulsion technologies
• Currently used in ports and over short distances due to limited autonomy, and subject to the
existence of charging stations
• Ensures zero emissions only when electricity from renewable sources is used
• Electric propulsion is not usable in river transport – which involves long-duration voyages
that can reach up to two weeks with a limited number of stops (generally customs
inspections and refueling), due to the limited autonomy provided by energy storage
technologies.
2. Hydrogen propulsion
• Used in ports and over short distances, subject to the existence of hydrogen refueling
stations
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• Ensures zero emissions only when hydrogen is produced using electricity from renewable
sources
• Hydrogen propulsion is not usable in river transport due to the lack of refueling infrastructure
along the Danube and due to the significant technical difficulties raised by the large volume
of hydrogen tanks, a fuel with very low energy density.
3. Nuclear propulsion
• Technology still under development
• The only technology with CO
2
emissions close to zero
• It is the closest to the needs of river transport due to its extremely high autonomy and the
relatively small volume occupied by the nuclear reactor – electric power generator assembly
(comparable to a container). At present, the power levels reached by microreactors that
could be used for propulsion are still too high (2-5 MW) for river transport
TTS continuously monitors the evolution of propulsion technologies for naval transport, as well as the
level of development of the infrastructure required to enable the operation of zero-emission vessels, and will
assess the feasibility of a transition plan insofar as propulsion technologies and infrastructure development
levels approach the needs of river transport activity. Under these conditions, in our assessment, TTS will not
adopt a transition plan for climate change mitigation during the next reporting period.
10.13.2. Policies regarding climate change mitigation and adaptation [ESRS E1-2, MDR-P]
The Code of Good Business Practices of TTS Group adopted in 2024 includes the environmental
protection policy, which provides for the monitoring of CO
2
emissions, energy consumption, waste recycling
activities, and compliance with environmental permits, within the main companies in the group with
environmental impact
10
.
TTS Group has not adopted policies regarding climate change mitigation. The Group will adopt such
policies as the level of propulsion technologies and the necessary infrastructure becomes sufficiently developed
for such policies to be practically realistic.
At the same time, TTS monitors and collects data regarding indicators related to energy performance
and carbon footprint in Scope 1 and Scope 2 categories, for which the results for the reporting year are
presented in sections 10.13.5. and 10.13.6.
TTS Group has not adopted policies regarding adaptation. The Group annually assesses the risks posed
by climate hazards and will adopt such policies depending on the level of risk.
10.13.3. Actions and resources related to climate change policies [ESRS E1-3, MDR-A]
TTS Group has not adopted actions related to climate change policies, but will adopt such actions
following the adoption of climate change policies.
10
Main river transport, port operations and shipyard companies: NAVROM, NVR BAC (river transport), TTS OPERATOR,
CANOPUS, DECIROM, TTS FLUVIAL (port operations) and NVR SHIPYARD (shipyards)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
62
10.13.4. Targets related to climate change mitigation and adaptation [ESRS E1-4]
TTS Group has not established targets related to climate change and adaptation, but will adopt such
targets following the adoption of climate change policies.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
63
10.13.5. Energy consumption and energy mix [ESRS E1-5]
11.13.5.1. Energy consumption and mix of TTS Group in 2025
Energy consumption and energy mix [MWh]
2024
2025
Δ % 2025 / 2024
(1)
Fuel consumption from coal and coal-based products
0
0
N/A
(2)
Fuel consumption from crude oil and petroleum products
190.621
182.661
-4,2%
(3)
Fuel consumption from natural gas
1.731
1.792
+3,5%
(4)
Fuel consumption from other fossil sources
0
0
N/A
(5)
Consumption of purchased or acquired electricity, heat, steam and
cooling from fossil sources
2.092
2.256
+7,8%
(6)
Total energy consumption from fossil sources (sum of rows 1–5)
194.444
186.709
-4,0%
Share of fossil sources in total energy consumption
97,4%
97,5%
+0,1%
(7)
Consumption from nuclear sources
1.363
1.466
7,6%
Share of consumption from nuclear sources in total energy consumption
0,7%
0,8%
+12,1%
(8)
Fuel consumption from renewable sources
0
0
N/A
(9)
Consumption of purchased or acquired electricity, heat, steam and
cooling from renewable sources
3.661
3.269
-10,7%
(10)
Energy consumption from renewable sources, other than fuels from own
production
163
126
-22,8%
(11)
Total energy consumption from renewable sources (sum of rows 8–10)
3.824
3.395
-11,2%
Share of renewable sources in total energy consumption
1,9%
1,8%
-7,5%
Total energy consumption (MWh) (sum of rows 6, 7 and 11)
199.631
191.570
-4,0%
Context information
1. The perimeter of the companies whose consumption is monitored, measured and included in the
energy consumption statistics consists of 8 companies, namely TTS and the subsidiaries with material impact
on energy consumption from the river transport (NAVROM, NVR BAC and NVR SHIPYARD) and port
operations (TTS OPERATOR, CANOPUS, DECIROM and TTS FLUVIAL) segments
2. The main energy consumption of the group is represented by diesel consumed by the fleet. The
diesel used is Euro Diesel 5 without biodiesel (ULSD
11
10PPM)
11
Ultra Low Sulphur Diesel with maximum 10ppm sulphur
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
64
3. The indicator “(10) Energy consumption from renewable sources, other than fuels from own
production” represents the solar energy consumed from own production by NAVROM and NVR SHIPYARD,
with the surplus generated being delivered to the grid:
Renewable energy produced by TTS Group (MWh), of which:
370,39
Energy consumed internally (MWh)
125,90
Energy supplied to the grid (MWh)
244,49
Indicators
1. The conversion factors from mass or volume units into energy units (NCV – net calorific value) for
diesel, gasoline and natural gas, used for converting consumption into energy units, are based on the “List of
national values for emission factors and net calorific values” for 2021 (hereinafter “FE NCV List 2021”) published
by the National Environmental Protection Agency, and are as follows:
NCV diesel: 43,23509 GJ/ton
NCV gasoline: 43,51 GJ/ton
NCV natural gas: 36,48 MJ/m
3
2. The breakdown by source of purchased electricity is based on the energy label published by A.N.R.E.
for 2024
12
and is as follows:
Energy from fossil fuels: 32,27%
Nuclear energy: 20,97%
Energy from renewable sources: 46,76%
11.13.5.2. Energy intensity based on net revenue
Energy intensity
2024
2025
Δ % 2025/2024
Energy consumption in high climate impact sectors [MWh]
199.631
191.570
-4,0%
Net revenues from high climate impact sectors [RON]
478.347.605
411.535.267
-14,0%
Energy intensity [MWh/RON]
0,000417
0,000466
+11,5%
Reconciliation of net revenue from activities in high climate impact sectors – Revenue per financial statements
Net revenues [RON]
2024
2025
Δ % 2025/2024
High climate impact sectors, of which
478.347.605
411.535.267
-14,0%
12
The most recent national label available at the reporting date
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
65
River Transport Segment
333.136.549
278.684.859
-16,3%
Port Operations Segment
145.211.056
132.850.408
-8,5%
Other sectors
255.447.667
239.757.802
-6,1%
Total net revenues (financial statements)
733.795.272
651.293.069
-11,2%
Energy efficiency of the commercial fleet
2024
2025
Δ % 2025/2024
Transport work performed [thousand tons of cargo * km]
2.838.658
2.654.566
-6,5%
Diesel consumed [tons of diesel]
13.667,2
13.809,7
1,0%
Average consumption [kg diesel / 1.000 tons of cargo * km]
4,81
5,20
8,1%
Context information
1. The sectors with a high climate impact in which TTS Group operates are river transport and port
operations.
2. The energy efficiency of the commercial fleet, expressed as the average diesel consumption per
thousand ton-km, is the main parameter used by NAVROM to control fuel consumption and diesel-related
expenses. It is equal to the ratio between the total quantity of diesel consumed by the commercial fleet over a
period of time and the physical distance covered during the same period. Average consumption is calculated
monthly and reported annually starting from 2014. During 2022–2024, average consumption figures were
published in the Annual Sustainability Reports.
Indicators
1. The indicator “Net revenues from high climate impact sectors” is equal to the sum of revenues
generated by the River Transport and Port Operations segments, consolidated at Group level by eliminating
intersegment revenues, as presented in Note 11 to the consolidated financial statements.
2. The indicator “Physical distance covered” is determined as the product of cargo volume and the
distance traveled by a convoy, summed across all convoys that transported cargo during a given period.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
66
10.13.6. Gross GHG emissions in Scope 1, 2, 3 and total GHG emissions [ESRS E1-6]
11.13.6.1. GHG emissions of TTS Group in 2025
Gross GHG emissions [tCO
2
equivalent]
Retrospective
Milestones and target
years
Base year
2024
2025
Δ % 2025 /
2024
2025
2030
2050
Annual target
% / Base year
Scope 1 GHG emissions
Gross Scope 1 GHG emissions
N/A
48.094,7
46.134,4
-4,1%
N/A
Percentage of Scope 1 GHG emissions from
regulated emissions trading systems (%)
0%
0%
N/A
Scope 2 GHG emissions
Gross Scope 2 GHG emissions (location-
based)
N/A
1.225,5
1.256,4
+2,5%
N/A
Gross Scope 2 GHG emissions (market-based)
1.658,3
1.629,0
-1,8%
Significant Cat. 3 GHG emissions
Total gross Scope 3 GHG emissions
N/A
32.523,0
44.508,6
36,9%
N/A
1
Purchased goods and services
7.398,7
7.668,4
+3,6%
2
Capital goods
5.658,4
2.001,9
-64,6%
3
Fuel- and energy-related activities not
included in Scope 1 or 2
12.350,7
11.847,6
-4,1%
4
Upstream transport and distribution
N/A
5
Waste generated in operations
7.115,2
22.990,6
223,1%
6
Business travel
N/A
N/A
7
Employee commuting
8
Upstream leased assets
9
Downstream transportation
10
Processing of sold products
11
Use of sold products
12
End-of-life treatment of sold products
13
Downstream leased assets
14
Franchises
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
67
15
Investments
Total gross GHG emissions
Total gross GHG emissions (location-based)
N/A
81.843,2
91.899,4
+12,3%
N/A
Total gross GHG emissions (market-based)
82.276,0
92.272,0
+12,1%
Context information
1. The explanation for the very high values of the Scope 3 GHG emissions indicator “5 Waste generated
in operations” is that, under the GHG Protocol, it is not permitted to report waste generated by an undertaking
broken down into mixed solid waste destined for landfills (a small proportion of the generated quantities being
sorted for recovery of recyclable materials or used for energy recovery) and materials that are directly destined
for recycling, nor to present separately waste resulting from continuous processes from that generated at the
end of a product’s life cycle.
For this reason, a simple reading of the Scope 3 GHG emissions table may lead an uninformed user to
incorrectly conclude that TTS Group produces a very large quantity of waste, with Scope 3 emissions exceeding
25% of the Group’s total gross emissions.
For proper user information, in the case of TTS, the material categories included in the indicator are:
Category
Quantity [tons]
CO2 emissions [tons]
13
Steel resulting from vessel decommissioning at end of life
11.438,1
(2.922,8 in 2024)
21.961,2
(5.611,7 in 2024)
Steel waste generated in operations
288,5
(594,9 in 2024)
554,0
(1.142,2 in 2024)
Municipal solid waste
913,8
(694,2 in 2024)
475,5
(361,2 in 2024)
This distinction is necessary because, unlike municipal solid waste, both steel resulting from vessel
decommissioning and steel waste generated in operations are destined for recycling, through which CO2
emissions are avoided as follows:
Avoided CO
2
emissions
2024
2025
tons CO
2
-5.804,2
-19.348,9
Avoided emissions are presented in detail in section “10.13.6.2. CO2 emissions avoided through steel
recycling”.
13
The emission factors are presented in point 5 of the Indicators section
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
68
2. The monitored and estimated GHG emission values represent CO
2
emissions
3. The scope of group companies whose CO
2
emissions are monitored, measured and included in
GHG emissions statistics is the same as the scope of group companies whose energy consumption is
monitored, measured and included in energy consumption statistics.
4. TTS Group does not purchase electricity through contracts bundled with instruments, or separate
instruments, transferring environmental attributes of energy to the consumer, such as its “renewable
character”
14
.
5. Scope 3 GHG emissions are determined using primary data extracted from the accounting records
of the companies within the scope.
6. For estimating Scope 3 CO2 emissions for indicators “1 Purchased goods and services”, “2 Capital
goods” and “8 Upstream leased assets”, the “spend-based” method was used
7. For determining the monetary value of purchased goods and services, the primary source used
was the expense values recorded in the accounting records of each company within the monitoring scope,
for the years 2024 and 2025
8. For determining the monetary value of capital goods, the primary source used was the acquisition
value of tangible fixed assets recorded in the accounting records of each company within the monitoring
scope, in the years 2024 and 2025
9. To avoid double counting for indicator “1 Purchased goods and services”, suppliers of fossil fuels,
natural gas and electricity were not included, and intra-group transactions were excluded
10. To avoid double counting for indicator “2 Capital goods”, self-constructed assets (NAVROM
Shipyard), assets supplied by one Group company to another, and intra-group asset transfers were not
included.
11. For indicator “1 Purchased goods and services”, suppliers with expenses recorded in both reference
years, 2024 and 2025, below RON 500.000 were not considered
12. For indicator “2 Capital goods”, fixed assets recorded in 2024 and 2025 with an acquisition value
below RON 250.000 were not considered
13. Indicator “4 Upstream transport and distribution” was excluded to avoid double counting with
indicator “3 Fuel- and energy-related activities not included in Scope 1 or 2”
14. In calculating indicator “5 Waste generated in operations”, only waste categories material at TTS
Group level were included, namely steel and ferrous metal waste and mixed municipal waste.
15. Indicators “6 Business travel” and “7 Employee commuting” were excluded as they are not material
(travel expenses are less than 0,1% of total consolidated expenses).
16. Indicator “8 Upstream leased assets” was excluded as it is not material (estimated CO2 emissions
are less than 0,5% of total emissions).
17. Product-related indicators “9 Downstream transport”, “10 Processing of sold products”, “11 Use of
sold products” and “12 End-of-life treatment of sold products” were excluded as they are not material (revenues
from sales of fixed assets are less than 0,8% of total consolidated revenues)
14
defined in the GHG Protocol: “Category 2 Guidance”, 2015, glossary
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
69
18 . Indicator “13 Downstream leased assets” was excluded as it is not material (rental income is less
than 0,1% of total consolidated revenues)
19. Indicators “14 Franchises” and “15 Investments” were excluded as they are not applicable to TTS
Group.
Indicators
1. The CO
2
emission factors for diesel, gasoline and natural gas are based on the FE NCV List 2021
published by the National Environmental Protection Agency, and are as follows:
EF diesel: 69,61 kg CO
2
/GJ
EF gasoline: 71,62 kg CO
2
/GJ
EF natural gas: 55,48 kg CO
2
/GJ
2. The emission factor used for estimating gross Scope 2 GHG emissions (location-based) is the CO
2
emission factor for purchased electricity and is based on the energy label published by A.N.R.E. for 2024:
EF electricity: 179,72 g/kWh
3. The emission factor used for estimating gross Scope 2 GHG emissions (market-based) is the CO
2
emission factor for the residual mix specific to Romania published by AIB for 2024:
EF electricity: 233,02 g/kWh
4. The emission factors used for estimating Scope 3 CO
2
emissions – Purchased goods and services
and Capital goods – are monetary-based factors kg CO
2
/RON sourced from the “CEDA
15
by Watershed”
database (CEDA 2025 version published in November 2025), as follows:
Sector
Emission factor [kg CO2 / RON]
Use
Ship building and repairing
0,067
Purchased goods and
services, Capital goods
Aluminum product manufacturing from purchased
aluminum
0,204
Capital goods
Steel product manufacturing from purchased steel
0,255
Purchased goods and
services, Capital goods
Machinery, equipment, and supplies
0,037
Capital goods
Manufacturing structures
0,069
Capital goods
Other communications equipment manufacturing
0,038
Capital goods
Scenic and sightseeing transportation and support
activities for transportation
0,043
Purchased goods and
services
15
Comprehensive Environmental Data Archive
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
70
Sector
Emission factor [kg CO2 / RON]
Use
Water transportation
0,096
Purchased goods and
services
Accounting, tax preparation, bookkeeping, and payroll
services
0,024
Purchased goods and
services
Securities and commodity contracts intermediation
and brokerage
0,018
Purchased goods and
services
Other computer related services, including facilities
management
0,034
Purchased goods and
services
Facilities support services
0,050
Purchased goods and
services
Employment services
0,019
Purchased goods and
services
Transit and ground passenger transportation + State
and local government passenger transit
0,085
Purchased goods and
services
Wireless telecommunications carriers (except satellite)
0,047
Purchased goods and
services
Commercial and industrial machinery and equipment
repair and maintenance
0,039
Purchased goods and
services
Truck transportation goods and services
0,071
Purchased goods and
services
5. The emission factors used for estimating Scope 3 CO2 emissions – Fuel- and energy-related activities
not included in Scope 1 or 2 – are based on the “DEFRA (UK)”
16
database, as follows:
EF diesel: 752,0276 kg CO
2
/ton
EF gasoline: 815,93523 kg CO
2
/ton
EF natural gas: 0,3366 kg CO
2
/m
3
EF electricity
17
: 0,04987 kg CO
2
/kWh
5. The emission factors used for estimating Scope 3 CO
2
emissions – Waste – are as follows:
EF steel (Global Average
18
): 1,92 tons CO
2
/ton (source: worldsteel.org
19
)
16
Department for Environment, Food & Rural Affairs
17
WTT Total
18
Global average considering all production methods
19
Sustainability Indicators Report 2025
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
71
EF municipal waste: 520,33420 kg CO
2
/ton (source: “DEFRA (UK)”)
11.13.6.2. CO
2
emissions avoided through steel recycling
Avoided CO2 emissions
2024
2025
Δ % 2025 / 2024
CO
2
emissions avoided through steel recycling
-5.804,2
-19.348,9
+233,4%
Context
1. The indicator “CO
2
emissions avoided through steel recycling” includes emissions corresponding to
steel waste and steel resulting from vessel dismantling at decommissioning, delivered for recycling and invoiced
to specialized and authorized companies
2. Applying the provisions of the “Technical guidance on Scope 3 emissions calculation”
20
under the
GHG Protocol, in the case of steel production, the value of emissions avoided through recycling is determined
as the difference between CO2 emissions per ton of steel produced in blast furnaces (BF-BOF), which use iron
ore and coal as raw materials, and emissions per ton of steel produced in electric arc furnaces (SCRAP-EAF),
which use a minimum of 70% recycled steel.
3. Considering the emission factors provided by worldsteel.org, the value of emissions avoided through
recycling of one ton of steel is -1,65 tons CO
2
Indicators
1. The emission factors used to estimate CO2 emissions avoided by TTS Group through recycling of
steel waste are sourced from worldsteel.org
21
, as follows::
FE steel (BF-BOF
22
): 2,34 tons CO
2
/ton
FE steel (Scrap-EAF
23
): 0,69 tons CO
2
/ton
11.13.6.3. GHG intensity based on net revenue
CO
2
emissions intensity
2024
2025
Δ % 2025/2024
Total GHG emissions (location-based) [tCO
2
equivalent]
81.772
90.238
10,4%
Total GHG emissions (market-based) [tCO
2
equivalent]
82.204
90.611
10,2%
20
Technical Guidance for Calculating Scope 3 Emissions
21
Sustainability Indicators Report 2025
22
Blast Furnace – Basic Oxygen Furnace, oțel de furnal
23
Electric Arc Furnace: cuptor cu arc electric. Oțel produs în oțelării electrice (minimum 70% oțel reciclat)
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
72
Consolidated net revenue [RON]
733.795.272
651.293.069
-11,2%
Location-based GHG emissions intensity [tCO
2
equivalent /RON]
0,0001114
0,0001386
24,3%
Market-based GHG emissions intensity [tCO
2
equivalent /RON]
0,0001120
0,0001391
24,2%
CO
2
emissions intensity of the commercial fleet
2024
2025
Δ % 2025/2024
Transport work performed [thousand tons of cargo * km]
2.838.658
2.654.566
-6,5%
Total CO
2
emissions [tons CO
2
]
41.132,65
41.561,58
1,0%
Average CO
2
emissions [g CO
2
/ ton of cargo × km]
14,49
15,66
8,1%
10.13.7. GHG removals and GHG mitigation projects financed through carbon
credits [ESRS E1-7]
TTS Group is not involved in GHG removals projects or GHG mitigation projects financed through
carbon credits.
10.13.8. Internal carbon pricing [ESRS E1-8]
TTS Group has not established an internal carbon price.
10.14. Own workforce [ESRS S1]
10.14.1. Policies related to own workforce [ESRS S1-1, MDR-P]
TTS Group policies and commitments regarding its own workforce and the respect of human
rights are included in the Code of Business Conduct of TTS Group, are aligned with 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, and explicitly address the material
impacts of TTS Group in r elation to three sustainability matters included under the topic “Own
workforce” for which material impacts have been identified, namely:
• Collective bargaining and collective labour agreements [current negative impact of a permanent
nature Code: IS116.1]
• Health and safety [current negative impact of a permanent nature Code: IS118.1]
• Diversity [current negative impact of a permanent nature Code: IS125.1]
Policies and commitments of TTS Group relevant to the material impacts included under the
topic “Own workforce” are the following:
• Human resources and working conditions policy
[Material I/RO: Code IS116.1, Code IS118.1
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
73
The overall objective of the policy is to ensure a fair and non-discriminatory working
environment characterized by a high level of occupational health and safety.
Key points:
i. Commitment to provide equal and fair opportunities in every aspect of
employment relationships, including: recruitment, selection, job placement,
remuneration, promotion, training and discipline;
ii. Close monitoring of occupational health and safety issues and
implementation of ISO 45001 certified OHS management systems in the
group companies with the highest exposure to workplace accidents;
iii. Guaranteeing employees’ right of association both in trade union structures
and for the purpose of collective bargaining of working conditions.
• Policy on non-discrimination, diversity and equal opportunities
[Material I/RO: Code IS125.1]:
The policy does not have an explicit objective but falls under the general objective of
the Code of Business Conduct of TTS Group to ensure a framework for the
management of reputational risk.
Key points:
i. Respecting and guaranteeing equal and non-discriminatory treatment in
relation to group personnel, partners and collaborators
ii. Prohibiting any form of discrimination or harassment in the performance of
work duties both within TTS Group and in relations with third parties.
The policies apply to all companies within TTS Group, their employees, members of the Boards
of Directors and management of group companies, as well as all persons acting on behalf of the
group or on behalf of a company within the group.
Responsibility for the implementation of the policies rests with the administrative and
management bodies of each company within the group.
Members of the Boards of Directors and management of the companies within the Group
have the obligation to take all measures necessary to ensure the implementation of the policies and
commitments.
The system for monitoring the manner of application and communication regarding the
policies is currently being implemented and is expected to be finalized in 2026.
Policies and commitments of TTS Group relevant to the sustainability matters included under
the topic “Own workforce” for which no material impacts have been identified are the following:
• Commitments regarding the respect of human rights [no material I/RO]
Policies and commitments of TTS Group relevant for reporting in accordance with the
provisions of the thematic standard ESRS S1 Own workforce, without relevance to the impacts
included under the topic “Own workforce”, are the following:
• Policy on freedom of expression of opinions [Topic: “Professional conduct”; Material I/RO: Code
IG112.1]
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
74
TTS Group policies do not explicitly address human trafficking, forced or compulsory labour
or child labour, and do not contain specific provisions regarding the elimination of discrimination or
inclusion, as TTS Group operates in countries where sustainability matters related to the respect of
human rights do not represent a source of impacts.
The Group did not organize consultations with key stakeholders regarding TTS Group’s Code
of Good Business Practices.
10.14.2. Processes for engaging with own workforce and workers’ representatives
regarding impacts [ESRS S1-2]
Considering the specific nature of TTS Group activity, the impacts on its own workforce are
not incidental impacts but process impacts, have a permanent character and originate from the day-
to-day activity of the group.
The main form of engagement with the own workforce takes place in addressing the following
material impacts:
• Fair level of remuneration and employees’ purchasing power [Code: IS113.1]
• Employees’ bargaining power regarding working conditions and the terms of
employment contracts as an effect of incomplete workforce coverage at group level
through collectively negotiated labour agreements [Code: IS116.1]
• Employees’ exposure to the risk of workplace accidents due to the specific conditions
in navigation, port operations and shipyards [Code: IS118.1]
In this regard, representatives of the own workforce and the management structures of the
companies within TTS Group conduct annual negotiations of the conditions of collective labour
agreements.
10.14.3. Processes for remedying negative impacts and channels through which the
own workforce can raise concerns [ESRS S1-3]
The implementation of any remedial or corrective measures for negative impacts, where such
measures prove necessary, is ensured at the level of each company within the group, in parallel with
the mitigation measures of the effects of these impacts which are naturally monitored through the
day-to-day activity of management at the level of each company within the group.
The own workforce may raise concerns regarding negative impacts directly or through
employees’ representatives or through the trade union organizations to which they belong, as
applicable.
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When, in relation to negative impacts, employees suspect breaches of internal rules and
regulations or legal provisions, they may use the channels made available at group level for integrity
whistleblowing (integrity whistleblowing form published on the TTS website and dedicated email
addresses at the level of the companies within the group), with complaints or reports submitted
through these channels to be resolved by applying the provisions of the whistleblowing procedure.
During the reporting period, TTS Group did not organize a formal process to assess the level
of awareness among its employees regarding the existence of structures and mechanisms available
for expressing their concerns and grievances related to the Group’s activity, as well as the extent to
which they trust these mechanisms.
The process for resolving reports is governed by the Whistleblowing Policy presented in
section “11.15.1.2. Whistleblowing Policy”.
The Whistleblowing Policy contains strict provisions regarding the prohibition of any forms of
retaliation against whistleblowers and their protection, as well as the non-use of internally regulated
disciplinary procedures by Group companies for the purpose of sanctioning whistleblowers.
10.14.4. Measures regarding material impacts on own workforce, management and
monitoring of material risks and opportunities related to own workforce, as
well as the effectiveness of these actions [ESRS S1-4, MDR-A]
Companies within TTS Group did not adopt during the reporting period measures regarding
material impacts on own workforce other than decisions and acts related to the current management
and administration of the activity of each company individually.
During the current period no material risks or opportunities related to own workforce were
identified.
10.14.5. Targets regarding the management of material negative impacts, the
promotion of positive impacts and the management of material risks and
opportunities [ESRS S1-5, MDR-T]
Companies within TTS Group did not establish during the reporting period targets regarding
the management of material negative impacts or the promotion of positive impacts.
During the current period no material risks or opportunities related to own workforce were
identified.
10.14.6. Characteristics of the undertaking’s employees [ESRS S1-6]
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(a) total number of employees, expressed as number of persons and broken down by gender and by
country for the countries where the undertaking has at least 50 employees representing at least 10 %
of its total number of employees:
No. of Employees
Total
Romania
2024
2025
2024
2025
Women
232
186
219
176
Men
1.309
1.018
1.298
1.006
Total
1.541
1.204
1.517
1.182
(b) total number, expressed as number of persons:
i. permanent employees, with breakdown by gender;
ii. temporary employees, with breakdown by gender and
iii. employees with non-guaranteed working hours, with breakdown by gender;
No. of Employees
Women
Men
Total
2024
2025
2024
2025
2024
2025
Permanent employees
220
178
1.180
937
1.400
1.115
Temporary employees
24
12
8
129
81
141
89
Employees with non-guaranteed working hours
0
0
0
0
0
0
Total
232
186
1.309
1.018
1.541
1.204
(c1) Total number of employees who left TTS Group during the reporting period: 368 (390 in 2024)
(c2) Employee turnover rate during the reporting period: 23,9% (22,9% in 2024)
The indicators presented under points (a) and (b) are calculated based on the number of
employees recorded in the employee registers of the companies within the group at the end of the
reporting period. This number differs from the number used in the consolidated financial statements
and in section “6. Human resources”, which also includes persons assimilated to employees.
Employees whose employment contracts were suspended as of 31.12.2025, regardless of the
legal basis for the suspension, are not included in these indicators.
The employee turnover rate during the reporting period is calculated by reference to the
number of employees recorded in the employee registers of the companies within the group at the
end of 2024, and its value is the result of the reduction of activity volume in 2025 compared to 2024.
24
Employees with fixed-term employment contracts who are in the probation period or recruited to cover peak activity
periods, predominantly by the river transport subsidiaries and those engaged in port operations.
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10.14.7. Characteristics of non-employee workers in the undertaking’s own
workforce [ESRS S1-7]
(a) total number of non-employee workers in the reporting period: 115
(b) the number of non-employee workers is calculated as full-time equivalent, by dividing the total
number of hours worked in 2025 by the total of 1.984 working hours in 2025.
(c) non-employee workers represent persons made available to NAVROM, mainly dockworkers and
navigational personnel, and to NAVROM Shipyard, for peak workload periods, by authorized
enterprises mainly engaged in workforce employment activities.
10.14.8. Collective bargaining coverage and social dialogue [ESRS S1-8]
Coverage
rate
Collective bargaining coverage
Social dialogue
Employees – EEA (for
countries with > 50
employees representing >
10 % of total employees)
Employees – EEA (for
countries with > 50
employees representing
> 10 % of total
employees)
Workplace representation
(EEA only) (for countries with
> 50 employees,
representing > 10 % of total
employees)
2024
2025
2024
2025
2024
2025
0 - 19%
N/A
20 - 39%
Romania
Romania
40 - 59%
Romania
Romania
60 - 79%
80 - 100%
The coverage rate reflects the situation of employees recorded in the employee registers of
the companies within the group at the end of the reporting period.
The companies within TTS Group do not have agreements with employees regarding
representation through a European Works Council (EWC), an SE Council, or an SCE Council.
10.14.9. Diversity indicators [ESRS S1-9]
(a) gender distribution as number and percentage at the level of senior management of TTS Group
25
:
Composition
Number of members
Share
2024
2025
2024
2025
25
Senior management of TTS Group consists of a single level located immediately below the Board of Directors of TTS,
namely the executive management of TTS. This definition of senior management results from the vertically integrated
business model and the flat hierarchical structure of TTS, which has only three levels in total
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Women
1
2
33,33%
50%
Men
2
2
66,67%
50%
Total
3
4
100,0%
100,0%
(b) distribution of employees by age groups:
Age
Number of employees
2024
2025
under 30 years
139
93
30 – 50 years
590
429
over 50 years
712
682
Total
1.541
1.204
The indicators presented under point (b) are calculated based on the number of employees
recorded in the employee registers of the companies within the group at the end of the reporting
period.
Employees whose employment contracts were suspended as of 31.12.2025, regardless of the
legal basis for the suspension, are not included in the indicators presented under point (b).
10.14.10. Adequate wages [ESRS S1-10]
The average monthly net salary earned by employees of TTS Group in 2025 was 6.353,34
RON, 14,8% higher than the national average monthly net salary of 5.536 RON
26
.
At the level of TTS Group:
• 50,7% of employees had during the reporting period an average monthly net salary
higher than the average monthly net salary for the total economy in 2025
• 96,8% of employees had during the reporting period an average monthly net salary
higher than the applicable adequate wage.
• 3,2% of employees (2,9% in 2024) had, during the reporting period, an average
monthly net salary lower than the applicable adequate wage.
26
Source: INSSE
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The applicable adequate wage used to assess the adequacy of wages in Romania is equal to
2.878,72 RON (2.702,3 RON in 2024) and represents 52%
27
of the average monthly net salary for the
total economy during the reporting period.
The indicator includes in the calculation the net income recorded in the accounting records of
the companies within the group and earned during the reporting period by employees registered at
the end of the reporting period in the employee registers maintained by the companies within the
group.
The following are not included in the calculation of the indicator:
- employees whose employment contracts were suspended as of 31.12.2025, regardless
of the legal basis for the suspension
- part-time employees
- employees of Group companies located in Hungary and Austria
10.14.11. Social protection [ESRS S1-11]
All employees of TTS Group benefit from social protection, provided through public programs
or through benefits offered by the undertaking, against loss of income caused by any of the following
major life events:
(a) illness;
(b) unemployment;
(c) workplace injury and acquired disability;
(d) parental leave;
(e) retirement
10.14.12. Persons with disabilities [ESRS S1-12]
None of TTS Group’s employees fall into the category of persons with disabilities subject to
legal restrictions regarding data collection.
10.14.13. Training and skills development indicators [ESRS S1-13]
(a) percentage of employees who participated in regular performance and career
development reviews, broken down by gender:
Breakdown
Percentage
27
The percentage used is aligned with the provisions of Art. 3(c) of Government Decision no. 35 of 6 February 2025,
which establishes the range of 47%–52% of the national average gross salary as an indicative level for adequacy in
determining the guaranteed national gross minimum wage.
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Women
83,0%
Men
41,1%
Total employees
47,3%
(a) average number of training hours per employee, broken down by gender:
Breakdown
Average number of training hours
Women
7,68
Men
7,25
Total employees
7,31
10.14.14. Health and safety indicators [ESRS S1-14]
(a) percentage of persons in the own workforce covered by ISO 45001
28
certified health and safety
management systems: 91,7% (92,8% in 2024)
(b) number of deaths as a result of work-related injuries and work-related illnesses: 0 (0 in 2024)
(c1) number of recordable work-related accidents
29
: 5 (3 in 2024)
(c1) Total Recordable Incident Rate (TRIR): 1,73 (1,05 in 2024)
(d) number of recorded occupational disease cases: 0
(e1) number of days lost due to work-related accidents: 199
(e2) Lost Workdays Rate (LWR): 68,9
The percentage of persons in the own workforce covered by ISO 45001 certified health and
safety management systems is calculated as the ratio between the number of employees registered
at the end of the reporting period in the employee registers of the group companies that have
implemented ISO 45001 management systems and the number of employees registered in all
companies within the group.
28
Employees from the main river transport subsidiaries (NAVROM, NVR BAC), port operations (TTS OPERATOR,
CANOPUS, DECIROM, TTS FLUVIAL) and shipyards (NVR SHIPYARD)
29
According to Art. 5(g) of Law no. 319 of 14 July 2006 on occupational safety and health
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The indicators presented under points c) and e2) are calculated based on the number of hours
worked by all employees registered in the records of the companies in Romania and the standard
annual number of working hours in the case of executive directors who perform their function based
on a mandate contract and in the case of employees in Austria and Hungary.
The indicators presented under points d), e1) and e2) were not reported in 2024, and therefore
the requirement regarding comparability with the previous year could not be met.
10.14.15. Work-life balance indicators [ESRS S1-15]
All employees of TTS Group are entitled to family-related leave through legal provisions,
internal regulations at the level of Group companies, or collective labor agreements.
10.14.16. Remuneration indicators [ESRS S1-16]
(a) difference between the average level of remuneration of female employees and male employees,
compared to the average level of remuneration of male employees: -11,3% (-18,6% în 2024)
(b) ratio between the total annual remuneration for the highest-paid employee and the median of
total annual remunerations (excluding the highest-paid employee) at the level of TTS Group: 5,66: 1
(10,4 în 2024)
The negative value of the indicator is caused by the erroneous formula provided in application
requirement AR 98, which is not compliant with the Disclosure Requirement S1-16 para. 97(a).
Although the calculation method of the indicator may be misleading, the correct interpretation
of the negative value is that the average level of remuneration of female employees within TTS Group
is 11,3% higher than that of male employees.
The indicators presented under points (a) and (b) are calculated based on gross hourly wages
and gross annual incomes earned during the reporting period by employees registered in the
employee registers of the companies within the group at the end of the reporting period.
The following were not included in the calculation of the indicators under points (a) and (b):
- part-time employees
- employees who worked less than 10 months during the reporting period
- employees of Group companies located in Hungary and Austria
Contextual information:
1. The highest-paid employee is located in Romania
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10.14.17. Incidents, complaints and severe human rights issues and incidents [ESRS S1-17]
During the reporting period no incidents of discrimination were reported at the level of the
companies within the group, no complaints were submitted through the channels made available
for integrity whistleblowing, no severe human rights incidents related to the workforce were
identified at the level of the companies within the group and no fines, sanctions or compensations
for damages related to incidents of discrimination or severe human rights incidents related to the
workforce were recorded.
10.15. Professional conduct [ESRS G1]
10.15.1. Corporate culture and policies on professional conduct [ESRS G1-1, MDR-P]
Sustainability aspects related to professional conduct are addressed through provisions
included in two public documents (available on the Corporate Documents page on TTS website) and
are applicable at group level:
• TTS Group Code of Business Conduct
• Whistleblowing Policy (BoD Decision no. 1/04.11.2025)
TTS Group corporate governance system is complemented by three documents which,
although they do not address the professional conduct aspects included in ESRS standards, address
other aspects essential for ensuring the sustainability of TTS Group’s busines s:
• Conflict of Interest Policy (applicable at group level, BoD Decision no. 23/01.09.2025)
• Nomination Policy (BoD Decision no. 1/15.07.2025)
• Board of Directors Regulation (revised by BoD Decision no. 1/01.09.2025)
30
The implementation of all policies at group level is the responsibility of DGCRI, under the
coordination of the Board of Directors, with all documents and implementation measures approved
at Board level.
11.15.1.1. TTS Group Code of Business Conduct
The TTS Group Code of Business Conduct represents the main reputational risk management
instrument at group level.
30
The Board of Directors Regulation is not a public document
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The principles underlying the reputational management system of TTS Group are prevention
– through the establishment of specific policies regarding the main categories of reputational risks
and alignment of organizational and individual behavior – and open communication – through the
establishment of confidential communication channels for reporting any non-compliance within
group activities.
The Code sets out the mission and corporate values of TTS Group and covers all policies and
commitments applicable to employees of TTS Group, members of Boards of Directors and
management of group companies, as well as any person acting on behalf of a group company.
From the perspective of sustainability aspects, the Code includes three levels:
• policies regarding professional conduct
• policies regarding other sustainability aspects
• policies that do not relate to sustainability aspects
Policies regarding professional conduct
i. Anti-corruption policy and commitment [fără I/RO semnificative]
The policy addresses two areas:
- prohibitions regarding offering or granting undue benefits to a third party in exchange
for undue advantages or benefits for oneself, the group or a group company, as well
as requesting or receiving undue benefits in exchange for granting undue advantages
or benefits to a third party.
- acceptance, granting or exchange of gifts only under the condition that they do not
create the impression of influencing, are not intended to influence, and do not
influence professional decisions.
The provisions of the policy are not differentiated by operational areas or functions with
different exposure to corruption risks, as the group’s exposure to such risks is low. This
risk profile results from the nature of the group’s activity: B2B business model, relatively
small number of clients and suppliers with high exposure, centralized negotiation and
conclusion of material-value contracts, absence of contracts with the state.
ii. Policy on freedom of expression [I/RO semnificativ: Cod IG112.1]
The policy addresses the group’s approach to whistleblowing, regarding both the scope
of issues that may be reported – extended beyond the provisions of Law no. 361/2022
on the protection of whistleblowers in the public interest (“Law 361/2022”), by includ ing
matters that, although not breaches of law, address any incident of non-compliance –
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and the protection of whistleblowers – extended beyond Law 361/2022 to include any
stakeholder, not limited to public interest whistleblowers.
iii. Policy on non-involvement in political and lobbying activities [fără I/RO semnificative]
The policy establishes the non-involvement of TTS Group companies in political and
lobbying activities and strictly limits public policy advocacy activities impacting the group’s
operations to participation as members of professional associations.
Main provisions address the following:
- respect by group companies of the individual right of employees and management
members to political choice and activity, as long as it does not interfere with job duties,
does not affect professional performance, and does not involve the group or any group
company,
- restrictions regarding public expression of political beliefs or preferences while
exercising job functions or duties,
- prohibitions on any form of financing or use of group resources to support political
parties or candidates
iv. Policy on sponsorships and donations [fără I/RO semnificative]
The policy establishes prohibitions regarding sponsorships or donations to political entities
or election candidates or to any beneficiary associated with a government official, while
allowing sponsorship of public institutions and authorities.
Policies on professional conduct apply to all employees and all members of management of
group companies.
TTS Group does not have an organization-wide employee training policy regarding material
sustainability aspects related to professional conduct.
Policies addressing other material sustainability aspects
- Human resources and working conditions policy [I/RO semnificative: Cod IS116.1, Cod IS118.1],
- Non-discrimination, diversity and equal opportunities policy [I/RO semnificativ: Cod IS125.1].
Policies not addressing material sustainability aspects
- Anti-corruption policy and commitment
- Environmental protection policy
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- Commitments regarding respect for human rights
- Conflict of interest policy
- Competition policy
11.15.1.2. Whistleblowing Policy
The purpose of the policy is to ensure a mechanism for identifying, reporting and investigating
situations of non-compliance with the law or with conduct rules established by internal policies or
regulations of group companies, while protecting those who report such situations, including through
anonymity.
The whistleblowing form is public and available to any interested party.
The procedure provides for:
- availability of the whistleblowing mechanism to any person/stakeholder,
- communication channels: offline via messages to avertizor_integritate@tts-goup.ro and
online via completion of the whistleblowing form
- topics covered by whistleblowing
- administration and monitoring of whistleblowing at group level
- confidentiality of communications and protection of whistleblowers
The provisions of the procedure are supplemented by Law no. 361/2022.
10.15.2. Measures and targets regarding professional conduct [ESRS G1-1, MDR-A, MDR-T]
During the reporting period, TTS initiated a project to integrate at group level the corporate
governance and sustainability system, aimed at ensuring the uniform implementation of policies
across group companies, organizing monitoring and reporting activities, as well as mechanisms for
identifying, reporting and investigating risk situations related to deviations from corporate
governance standards and professional conduct rules.
The system is currently in the project stage, with phased implementation scheduled to begin
in 2026.
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11. Degree of alignment with EU Taxonomy
11.1. Reporting framework
Section 12 of the Board of Directors’ Report on TTS Consolidated Financial Statements 2025
includes reporting at the level of TTS Group regarding the Taxonomy, in accordance with the
requirements concerning Taxonomy reporting obligations established by Delegated Regulation (EU)
2020/852 and Delegated Regulation (EU) 2021/2178, as subsequently amended.
TTS assessed the eligibility and alignment of the group’s economic activities with the
environmental objectives defined by the Taxonomy Regulation.
The key performance indicators reported (turnover, capital expenditures – CapEx and
operating expenditures – OpEx) are determined based on the accounting principles provided by IFRS
and presented in TTS Consolidated Annual Financial Statements and on the methodology described
in Annex I of the Delegated Regulation.
The analysis of the eligibility of TTS Group activities within EU Taxonomy was carried out
starting from the classification of economic activities according to CAEN codes, subsequently
correlated with NACE codes, which are used as reference in European legislation.
In the first step, the activities carried out by the group were classified into one of the eligible
activity classes defined in Annexes I and II of Delegated Regulation (EU) 2021/2139 (hereinafter “Reg
2139”). They were then assessed against the technical screening criteria defined in these annexes to
determine whether they qualify as activities that contribute substantially to climate change mitigation
or climate change adaptation, and to determine whether the respective economic activity causes
significant harm to any of the other environmental objectives.
11.2. Analysis of eligibility of TTS Group activities
11.2.1. Classification of activities carried out by TTS Group
The activities carried out by the companies within TTS Group are classified as follows:
Activity
NACE
Companies
Inland freight transport
5040
NAVROM
Inland passenger transport
(ferry crossing)
5030
NVR BAC
Cargo transshipment in ports
(port operations)
5224
TTS OPERATOR, CANOPUS, DECIROM,
TTS FLUVIAL, PORT FAJSZ
31
Freight forwarding
5226, 5231, H522
TTS, TTS VIENA și PLIMSOLL
31
The CAEN code of PORT FAJSZ is 5222 – Service activities incidental to water transport
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Activity
NACE
Companies
Ship repair and maintenance
3315
NVR SHIPYARD
Activities related to bunkering
services
5222
BTL
Construction activities for
maintenance of waterways,
maritime and river ports,
dredging, vessel removal
4291
SUPERQUATRO
Wholesale trade of wood
products
4683
AGRIMOL
11.2.2. Eligible activities
TTS Group carries out the following activities that fall under the environmental objective
“Climate change mitigation”, eligible for examination regarding compliance with the technical
screening criteria for “Substantial contribution to climate change mitigation”, in order to align with
the environmental objectives defined by the Taxonomy Regulation:
Activity
NACE classification
Annex I Reg 2139 classification
Inland freight transport
5040
CCM 6.8
32
Inland passenger transport
5030
CCM 6.7
33
Cargo transshipment in ports
5224
CCM 6.16
34
Ship repair and maintenance
3315
CCM 6.9
35
None of the activities carried out by TTS Group fall under the environmental objective “Climate
change adaptation”.
For all eligible activities both revenues and expenditures, capitalized and non-capitalized, were
recorded.
11.2.3 Activities for which technical screening criteria have not been developed
For the following activities carried out by TTS Group, the European Commission has not
developed technical screening criteria regarding alignment with environmental taxonomy:
32
Annex I Reg 2139 – Section 6.8. Freight transport on inland waterways
33
Annex I Reg 2139 – Section 6.7. Passenger transport on inland waterways
34
Annex I Reg 2139 – Section 6.16. Infrastructure enabling low-carbon water transport
35
Annex I Reg 2139 – Section 6.9. Modernisation of passenger and freight transport on inland waterways
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• Freight forwarding: NACE 5226, 5231, H522
• Construction activities for maintenance of waterways and maritime and river ports, dredging
and vessel removal: NACE 4291 – Hydrotechnical construction
• Activities related to bunkering services: NACE 5222
• Wholesale trade of wood products: NACE 4683
11.3. Screening regarding compliance with the technical criteria for alignment with
environmental taxonomy
11.3.1. Inland freight transport
The inland freight transport activity meets the technical criteria established under CCM 6.8
regarding “Substantial contribution to climate change mitigation”:
1. It meets the conditions established under point 1(b), as CO2 emissions in 2025 were 15,66
g/ton*km, representing 27,7% of the CO2 emission intensity value for heavy-duty vehicles
(vehicle subgroup 5-LH, in accordance with Article 11 of Regulation (EU) 2019/1242),
respectively 56,6 g CO2/ton*km.
2. It meets the condition under point 2, as none of the vessels operated in 2025 by TTS Group
are intended for the transport of fossil fuels.
Stage V Following the screening of the technical criteria established under CCM 6.8 regarding
the “Do No Significant Harm” (DNSH) principle, the inland freight transport activity does not meet the
criterion “(5) Pollution prevention and control”, as NAVROM pushers are not equipped with engines
meeting Stage V pollution standards
36
The activity was therefore not further examined regarding compliance with the DNSH criteria
in relation to environmental objectives (2)–(4).
11.3.2. Inland passenger transport
Following the examination of compliance with the technical criteria established under CCM 6.7
regarding “Substantial contribution to climate change mitigation”, the inland passenger transport
activity:
1. Does not meet the conditions established under point 1(a);
2. Does not meet the conditions established under point 1(b);
The activity was therefore not further examined regarding compliance with the DNSH criteria
in relation to environmental objectives (2)–(5).
36
Regulation (EU) 2016/1628 of the European Parliament and of the Council
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11.3.3. Ship repair and maintenance
Following the examination of compliance with the technical criteria established under CCM 6.9
regarding “Substantial contribution to climate change mitigation”, the ship repair and maintenance
activity:
1. Does not meet the conditions established under point 1(b);
The activity was therefore not further examined regarding compliance with the DNSH criteria
in relation to environmental objectives (2)–(5).
11.3.4. Cargo transshipment in ports
The cargo transshipment activity in ports meets the technical criteria established under CCM
6.16 regarding “Substantial contribution to climate change mitigation”:
1. It meets the conditions established under point 1(d), as both the port infrastructure owned by
port administrations and leased long-term by port operators within TTS Group, and the
superstructures and installations used for loading, unloading and transshipment operations
are intended for transshipment between different transport modes.
2. It meets the condition under point 2, as the port infrastructure owned by port administrations
and leased long-term by port operators within TTS Group is not dedicated to the transport or
storage of fossil fuels.
The activity qualifies as an enabling activity as referred to in Article 10(1)(i) of Regulation (EU)
2020/852, as it meets the conditions established under point 1(d).
Following the screening of the technical criteria established under CCM 6.16 regarding the “Do
No Significant Harm” (DNSH) principle, no criterion was identified as not being fulfilled; however, a
detailed analysis is required to examine the manner in which these criteria are met.
11.3.5. Summary of the analysis regarding compliance with the technical alignment
criteria
Eligible activity
Substantial contribution to climate change mitigation
DNSH
Inland freight transport
YES
NO
Inland passenger transport
NO
NO
Ship repair and maintenance
NO
NO
Cargo transshipment in ports
YES
Possible
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11.4. DNSH analysis – cargo transshipment in ports
11.4.1. Assessment framework for compliance with DNSH criteria
The assessment of compliance with DNSH requirements provided under CCM 6.16 requires
the analysis to be broken down by the geographical locations where the analyzed activity takes place.
Consequently, in the case of TTS Group, the following must be analyzed separately:
• Cargo transshipment activity in Port of Constanța
• Cargo transshipment activity in Danube ports
Considering the requirements imposed, which establish specific conditions applicable to
projects, as well as the context of TTS Group’s port activity, the analysis of cargo transshipment activity
in Port of Constanța will consider separately:
• The CANOPUS
37
terminal expansion project in Port of Constanța (hereinafter
“CANOPUS Project”),
• The port activity carried out by TTS Group as a whole.
The analysis of the activity will take into account the fact that the infrastructure used by TTS
Group for cargo transshipment in Port of Constanța is owned by C.N. Administrația Porturilor
Maritime S.A. Constanța and is leased long-term by CANOPUS, DECIROM and TTS OPERATOR.
11.4.2. CANOPUS Project
The CANOPUS Project for the expansion of the existing CANOPUS terminal (with a maximum
storage capacity of 110.000 tons, developed in a first stage consisting of two warehouses of 25.000
tons capacity each, followed by a second stage consisting of ten metal cells with a storage capacity
of 6.000 tons each) consists of the development, on a plot of land with an area of 8.700 sqm adjacent
to the existing terminal, of an integrated superstructure intended for the transshipment of agricultural
goods consisting of:
• 11 cells with a maximum storage capacity of 70.120 tons (6 flat-bottom cells with a
capacity of 11.000 tons each and 5 conical-bottom cells with a capacity of 824 tons
each)
• a cargo flow weighing system
• superstructures and installations necessary for operation (concrete platforms,
rainwater collection system, electrical transformer station, elevators, etc.)
37
The project is titled “GRAIN TERMINAL AT THE BERTH ON THE OUTER BREAKWATER – INCREASING STORAGE
CAPACITY AND IMPLEMENTING A WEIGHING SYSTEM ON THE VESSEL LOADING FLOW”
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The project was subject to Screening Decision no. 194/20.05.2024 issued by the Constanța
Environmental Protection Agency and Decision no. 7349/19.04.2024 and Water Management Permit
no. 29/29.04.2024, both issued by the Dobrogea Litoral Water Basin Administration, through which
the two authorities decided the following:
• the project is not subject to environmental impact assessment;
• the project does not require the preparation of an impact assessment study on water
bodies;
• the project does not fall under the provisions of Art. 28 of Government Emergency
Ordinance no. 57/2007 regarding the regime of protected natural areas and the
conservation of natural habitats, flora and wild fauna;
• the obligations of the CANOPUS project owner during implementation regarding
water management and mitigation of impacts, mainly general conditions for project
implementation, waste management and pollution reduction measures;
• the obligations of the project owner regarding reporting during the project and
authorization/approval upon project completion.
The CANOPUS Project meets the technical criteria established under CCM 6.16 regarding the
“Do No Significant Harm” (DNSH) principle, as follows:
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92
Criterion
Conditions
Justification
(2) Climate change adaptation
The activity meets the criteria set out in Appendix A to this Annex.
1/ Annex 4: Results of climate hazard screening
2/ Annex 5: Results of the materiality analysis of risks and
opportunities, sections:
”I. Common risks for inland transport activities on the Danube and
port operations in Constanța”
”III. Risks and opportunities regarding port operations activity in
Constanța”
(3) Sustainable use and
protection of water and
marine resources
The activity complies with the requirements laid down in Article 4 of
Directive 2000/60/EC. In accordance with Article 4 of Directive
2000/60/EC, and in particular paragraph (7) thereof, an impact
assessment of the project is carried out in order to evaluate all potential
effects on the status of water bodies within the same river basin and on
protected habitats and species that depend directly on water, taking
into account in particular migration corridors, free-flowing rivers or
ecosystems whose status is close to undisturbed conditions.
The assessment is based on recent, comprehensive and accurate data,
including monitoring data regarding biological quality elements that
are particularly sensitive to hydromorphological changes, as well as the
expected status of the water body as a result of the new activities
compared to its current status. It analyses in particular the impact of the
new project combined with the impact of other existing or planned
infrastructure in the river basin.
Based on this impact assessment, it is established that the project is
designed, from the design stage and due to its location and mitigation
measures, to meet one of the following requirements:
1/ Decision no. 7349/19.04.2024 (ABA-DL): the project does not
require preparation of a water bodies impact assessment study
2/ Water management permit no. 29/29.04.2024 (ABA-DL): general
measures regarding wastewater discharge, accidental pollution and
the non-impact on water quality in the port basin and on the
stability of existing hydrotechnical constructions.
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93
Criterion
Conditions
Justification
(a) the project does not involve any deterioration and does not
compromise the achievement of good status or good ecological
potential of the specific water body concerned;
(b) where the project risks deteriorating the good status/good
ecological potential of the specific water body concerned or
compromising the achievement of good status/good potential, such
deterioration is not material and is justified by a detailed cost-benefit
analysis demonstrating both of the following:
(i) overriding reasons of major public interest or the fact that
the expected benefits of the planned navigation infrastructure
project in terms of climate change mitigation or adaptation
outweigh the environmental and social costs caused by the
deterioration of water status;
(ii) the overriding reasons of major public interest or expected
benefits cannot be achieved, for reasons of technical feasibility
or disproportionate costs, by alternative means that would lead
to a better environmental outcome (such as nature-based
solutions, a different location, rehabilitation/renovation of
existing infrastructure or the use of technologies that do not
disrupt river continuity).
All technically feasible and ecologically relevant mitigation measures are
implemented to reduce adverse impacts on water and on protected
habitats and species that depend directly on water.
Mitigation measures include, where appropriate and depending on the
ecosystems naturally present in the affected water bodies:
(a) measures ensuring conditions as close as possible to undisturbed
continuity (including measures ensuring longitudinal and lateral
continuity, a minimum ecological flow and minimum sediment flow);
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94
Criterion
Conditions
Justification
(b) measures to protect or improve morphological conditions and
habitats of aquatic species;
(c) measures to reduce negative effects of eutrophication.
The effectiveness of these measures is monitored in the context of the
authorization or permit establishing conditions aimed at achieving
good status or good potential of the affected water body.
The project does not permanently compromise the achievement of
good status/good potential in any water body within the same river
basin district.
In addition to mitigation measures, where appropriate, compensatory
measures are implemented to ensure that the project does not lead to
an overall deterioration of the status of water bodies within the same
river basin district. This result is achieved by restoring continuity
(longitudinal or lateral) within the same river basin district to an extent
that compensates for the disruption of continuity that the planned
navigation infrastructure project may cause. Compensation begins
before the execution of the project.
(4) Transition to a circular
economy
Operators limit waste generation within construction and demolition
processes and consider best available techniques. At least 70% (by
weight) of non-hazardous construction and demolition waste
(excluding natural geological material referred to under category 17 05
04 in the European List of Waste established by Decision 2000/532/EC)
generated on the construction site is prepared for reuse, recycling and
other material recovery operations, including backfilling operations
using waste to substitute other materials, in accordance with the waste
hierarchy and the EU Construction and Demolition Waste Management
1/ Screening Decision no. 194/20.05.2024 (APMC): specific
obligations regarding waste management during project
implementation
2/ Annual report on waste records for 2025 for the CANOPUS
project registered with APMC under no. 3437/24.02.2026
38
38
Works under the project started in January 2025. As a result, CANOPUS did not prepare a report for 2024
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95
Criterion
Conditions
Justification
Protocol. Operators apply selective demolition to allow safe removal
and handling of hazardous substances and to facilitate high-quality
reuse and recycling.
The activity assesses the availability of techniques supporting the
following aspects and adopts such techniques where possible:
(a) reuse and use of secondary raw materials and reused components
in manufactured products;
(b) design ensuring high durability, recyclability, easy disassembly and
adaptability of manufactured products;
(c) waste management prioritizing recycling over disposal in the
manufacturing process;
(d) information on substances of concern throughout the life cycle of
manufactured products and traceability of those substances.
(5) Pollution prevention and
control
The activity meets the criteria set out in Appendix C to this Annex.
Measures are taken to reduce noise, vibrations, dust and pollutant
emissions during construction or maintenance works.
1/ The screening stage has been completed
2/ The project does not use the substances provided in the criteria
set out in Appendix C
3/ Screening Decision no. 194/20.05.2024 (APMC): specific
obligations regarding noise, dust emissions and pollution during
project implementation
(6) Protection and restoration
of biodiversity and
ecosystems
An environmental impact assessment has been completed or the
screening stage has been carried out in accordance with Directive
2011/92/EU. Where an environmental impact assessment has been
carried out, the necessary mitigation and compensation measures for
environmental protection are implemented.
The activity does not have material effects on protected areas (UNESCO
World Heritage sites, key biodiversity areas and other protected areas
Screening Decision no. 194/20.05.2024 (APMC): the project does
not fall under the provisions of Art. 28 of Government Emergency
Ordinance no. 57/2007 regarding the regime of protected natural
areas and the conservation of natural habitats, flora and wild fauna
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Criterion
Conditions
Justification
other than Natura 2000 sites) or on protected species, based on an
impact assessment taking into account the best available knowledge.
In addition, the following must be ensured:
(a) in the Union, regarding Natura 2000 sites: the activity does not have
material effects on Natura 2000 sites in view of their conservation
objectives, based on an appropriate assessment carried out in
accordance with Article 6(3) of Directive 92/43/EEC;
(b) in the Union, in any area: the activity does not adversely affect the
restoration or maintenance of populations of protected species at a
favourable conservation status under Directives 92/43/EEC and
2009/147/EC. The activity also does not adversely affect the restoration
or maintenance of the relevant habitat types at a favourable
conservation status protected under Directive 92/43/EEC;
(c) in the Union, the introduction of invasive alien species is prevented
or their spread is managed in accordance with Regulation (EU) No.
1143/2014 of the European Parliament and of the Council;
(d) outside the Union, activities are carried out in accordance with
applicable legislation concerning habitat conservation
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97
11.4.3. Cargo transshipment in Port of Constanța
The cargo transshipment activity in Port of Constanța carried out by TTS Group through TTS
Operator, CANOPUS and DECIROM meets the technical criteria established under CCM 6.16
regarding the “Do No Significant Harm” (DNSH) principle, as follows:
Criterion
Justification
(2) Climate change adaptation
1/ Annex 4: Results of climate hazard screening
2/ Annex 5: Results of the materiality analysis of risks and
opportunities, sections:
”I. Common risks for inland transport activities on the Danube
and port operations in Constanța”
”III. Risks and opportunities regarding port operations activity in
Constanța”
(3) Sustainable use and
protection of water and marine
resources
1/ Water management permit no. 66/05.05.2022 issued by
ABA-DL for CANOPUS (existing terminal)
2/ The operation of TTS Operator and DECIROM is not
conditional upon obtaining a water management permit for the
categories of rights established under Art. 4 of the Rules and
competences for issuing, modifying, withdrawing and
temporarily suspending water management permits approved
by Order of the Minister of Waters and Forests no. 891/2019
39
.
(4) Transition to a circular
economy
Annual reports on waste records for 2024 and 2025 issued by
TTS Operator, CANOPUS (existing terminal) and DECIROM.
(5) Pollution prevention and
control
TTS Operator, CANOPUS (existing terminal) and DECIROM do
not use or operate the substances provided in the criteria set
out in Appendix C.
(6) Protection and restoration of
biodiversity and ecosystems
TTS Operator, CANOPUS (existing terminal) and DECIROM do
not fall under the provisions of Government Emergency
Ordinance no. 57/2007 regarding the regime of protected
natural areas and the conservation of natural habitats, flora and
wild fauna.
39
ORDER no. 891 of 23 July 2019 on the approval of the Procedure and competences for the issuance, amendment,
withdrawal and temporary suspension of water management permits, as well as of the Norm regarding the content of
the technical documentation subject to authorization, issued by the MINISTRY OF WATERS AND FORESTS
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98
11.4.4. Cargo transshipment in Danube ports
In the absence of data with sufficient granularity, compliance with DNSH criterion “(2)
Climate change adaptation” cannot be assessed.
Compliance with DNSH criteria (3)–(6) has therefore not been assessed.
11.5. Minimum safeguards analysis – cargo transshipment in Port of Constanța
Considering their size, the complexity of the activities carried out and the context in which they
operate, the three companies within TTS Group that provide cargo transshipment services in the Port
of Constanța – CANOPUS, DECIROM and TTS Operator – largely meet, in TTS’s assessment, the
substantive requirements necessary to ensure a sufficient level of adequacy of processes from the
perspective of the UN Guiding Principles on Business and Human Rights (“UNGP”) and, probably, fully
meet those relating to anti-corruption, tax compliance and ensuring a competitive environment,
without however having a sufficiently rigorous level of formalization of processes to allow their
traceability.
For this reason, at this moment, in TTS’s assessment, the cargo transshipment activity in the Port of
Constanța carried out by TTS Group cannot be considered as aligned with the EU taxonomy.
11.6. Key performance indicators for EU Taxonomy
11.6.1. Framework for determining key indicators
The calculation of key performance indicators (KPIs) is based on data extracted from TTS
consolidated financial statements for the year 2025, prepared and presented in accordance with
International Financial Reporting Standards (IFRS), which implies the elimination of intra-group
transactions.
KPI Turnover
Turnover includes revenues recognized in accordance with IFRS 15, at the moment control is
transferred to customers, being reconciled with the “Revenue” line in TTS consolidated financial
statements. Turnover is net of intra-group transactions, in compliance with consolidated reporting
rules.
KPI Turnover was calculated as a fraction as follows:
• at denominator level: consolidated revenues, as specified in TTS Consolidated Financial
Statements, respectively RON 651.293.069.
• at numerator level: revenues of companies within the group that generate revenues from sales
to third parties related to taxonomy-eligible activities presented in section 11.2.2.
• from eligible revenues, revenues amounting to RON 16.265.689 mil. obtained from coke and
coal transport and revenues amounting to RON 1.682.767 mil. obtained from port operations
of coke and coal were excluded
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99
The eligibility percentage of KPI Turnover in 2025 is 63%.
The alignment percentage of KPI Turnover in 2025 is 0%.
KPI OpEx
TTS consolidated operating expenses are recorded in accordance with IFRS accounting
reporting rules and have been reconciled with the consolidated trial balance, as they are not
identifiable in the financial statements.
KPI OpEx was calculated as a fraction as follows:
• at denominator level: TTS consolidated operating expenses covering direct non-capitalized
costs related to building renovation measures, maintenance and repairs, as well as any other
direct costs related to the ongoing maintenance of tangible fixed assets carried out within the
group and by third parties to whom activities are outsourced, necessary to ensure the
continuous and effective functioning of these assets.
• at numerator level: consolidated expenses related to taxonomy-eligible activities presented in
section 11.2.2
• the eligibility of these expenses was determined based on the activities carried out by the
group companies and depending on the nature of the accounting account in which they were
recorded.
The eligibility percentage of KPI OpEx in 2025 is 89%.
The alignment percentage of KPI OpEx in 2025 is 0%.
KPI CapEx
TTS consolidated capital expenditures (CapEx) are recorded in accordance with IAS 16
(Property, Plant and Equipment) and are reconciled with the notes related to tangible fixed assets
(note 12), according to the financial statements.
KPI CapEx was calculated as a fraction as follows:
• at denominator level: total additions of the financial year reported according to the “Property,
Plant and Equipment” Notes in TTS Consolidated Financial Statements, amounting to RON
182.637.412.
• at numerator level: additions to tangible fixed assets in 2025 related to taxonomy-eligible
activities presented in section 11.2.2
The eligibility percentage of KPI CapEx in 2025 is 99%.
The alignment percentage of KPI CapEx in 2025 is 0%.
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100
Avoidance of double counting
TTS avoided double counting at numerator level in the context of calculating key performance
indicators for turnover, CapEx and OpEx as follows:
• by clearly defining economic activities: TTS segmented economic activities according to the
criteria established by the European Taxonomy, ensuring that each economic activity is clearly
delineated and that revenues, capital expenditures and operating expenses are exclusively
allocated to those activities
• segmentation of activities based on CAEN codes of Group companies facilitated the
delineation of activities and their mapping to taxonomy objectives
• in accordance with IFRS consolidated reporting standards, as well as Delegated Regulation
requirements, intra-group transactions were eliminated through dedicated accounting
adjustments, thus avoiding double counting of activities within the Group
• the figures allocated to the numerator were extracted from details that were reconciled in total
with the Consolidated Financial Statements; this reconciliation was carried out to ensure that
economic activities considered in the taxonomy calculation are not duplicated; the activities
allocated to the numerator were mapped in these details with unique keys, allowing
aggregation of activities in such a way as to avoid double counting
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101
11.6.2. KPI Turnover
Substantial Contribution Criteria
DNSH criteria
Economic Activities (1)
Code (2)
Absolute turnover (3)
Proportion of Turnover (4)
Climate Change Mitigation (5)*
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity and ecosystems (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Taxonomy aligned proportion of total
turnover, year N (18)** 2024
Category (enabling activity) (20)
Category (transitional activity) (21)
Mil.
RON
%
%
%
%
%
%
%
Da/
Nu
Da/
Nu
Da/Nu
Da/
Nu
Da/
Nu
Da/
Nu
Da/
Nu
%
F
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
63%
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0%
0%
0%
0%
0%
0%
0%
0%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
0,00
0%
0%
0%
0%
0%
0%
0%
YES
YES
YES
YES
YES
YES
YES
0%
0%
0%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Freight transport on inland waterways
CCM 6.8.
236,6
36%
YES
NO
N/A
N/A
N/A
N/A
N/A
YES
YES
YES
YES
YES
NO
39%
Infrastructure enabling low-carbon water transport
CCM 6.16.
131,2
20%
YES
NO
N/A
N/A
N/A
N/A
N/A
not assessed
NO
not assessed
20%
Passenger transport on inland waterways
CCM 6.7.
25,8
4%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
4%
Modernisation of passenger and freight transport on inland waterways
CCM 6.9.
18,3
3%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
3%
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
411,9
63%
65%
Total (A.1+A.2)
411,9
63%
65%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
239,4
37%
Total (A+B)
651,3
100%
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102
11.6.3. KPI OpEx
Substantial Contribution Criteria
DNSH criteria
Economic Activities (1)
Code (2)
Absolute turnover (3)
Proportion of Turnover (4)
Climate Change Mitigation (5)*
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity and ecosystems (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Taxonomy aligned proportion of total
turnover, year N (18)** 2024
Category (enabling activity) (20)
Category (transitional activity) (21)
Mil.
RON
%
%
%
%
%
%
%
Da/
Nu
Da/
Nu
Da/Nu
Da/
Nu
Da/
Nu
Da/
Nu
Da/
Nu
%
F
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
89%
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0%
0%
0%
0%
0%
0%
0%
0%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
0,00
0%
0%
0%
0%
0%
0%
0%
YES
YES
YES
YES
YES
YES
YES
0%
0%
0%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Freight transport on inland waterways (OpEx A/B/C)
CCM 6.8.
7,9
49%
YES
NO
N/A
N/A
N/A
N/A
N/A
YES
YES
YES
YES
YES
NO
51%
Infrastructure enabling low-carbon water transport (OpEx A/B/C)
CCM 6.16.
5,1
31%
YES
NO
N/A
N/A
N/A
N/A
N/A
not assessed
NO
not assessed
36%
Passenger transport on inland waterways (OpEx A/B/C)
CCM 6.7.
0,6
4%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
3%
Modernisation of passenger and freight transport on inland
waterways (OpEx A/B/C)
CCM 6.9.
0,9
6%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
3%
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not
Taxonomy-aligned activities) (A.2)
14,5
89%
93%
Total (A.1+A.2)
14,5
89%
93%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
1,8
11%
Total (A+B)
16,3
100%
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103
11.6.4. ICP CapEx
Substantial Contribution Criteria
DNSH criteria
Economic Activities (1)
Code (2)
Absolute turnover (3)
Proportion of Turnover (4)
Climate Change Mitigation (5)*
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity and ecosystems (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Taxonomy aligned proportion of total
turnover, year N (18)** 2024
Category (enabling activity) (20)
Category (transitional activity) (21)
Mil.
RON
%
%
%
%
%
%
%
Da/
Nu
Da/
Nu
Da/Nu
Da/
Nu
Da/
Nu
Da/
Nu
Da/
Nu
%
F
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
99%
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0%
0%
0%
0%
0%
0%
0%
0%
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)
0,00
0%
0%
0%
0%
0%
0%
0%
YES
YES
YES
YES
YES
YES
YES
0%
0%
0%
A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
Freight transport on inland waterways (CapEx A/B/C)
CCM 6.8.
19,7
11%
YES
NO
N/A
N/A
N/A
N/A
N/A
YES
YES
YES
YES
YES
NO
69%
Infrastructure enabling low-carbon water transport (CapEx A/B/C)
CCM 6.16.
152,0
83%
YES
NO
N/A
N/A
N/A
N/A
N/A
not assessed
NO
not assessed
21%
Passenger transport on inland waterways (CapEx A/B/C)
CCM 6.7.
4,4
2%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
1%
Modernisation of passenger and freight transport on inland waterways (OpEx
A/B/C)
CCM 6.9.
5,4
3%
NO
NO
N/A
N/A
N/A
N/A
N/A
not assessed
4%
Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-
aligned activities) (A.2)
181,5
99%
95%
Total (A.1+A.2)
181,5
99%
95%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities
1,1
1%
Total (A+B)
182,6
100%
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
104
11.6.5. Activities related to nuclear energy and fossil gas
Row
Activities related to nuclear energy
1.
The undertaking carries out, finances or has exposures to research,
development, demonstration and deployment of innovative electricity
generation facilities that produce energy from nuclear processes with a
minimum of waste from the fuel cycle.
NO
2.
The undertaking carries out, finances or has exposures to the construction
and safe operation of new nuclear facilities for the generation of electricity
or process heat, including for district heating or industrial processes such as
hydrogen production, as well as their safety upgrades, using the best
available technologies.
NO
3.
The undertaking carries out, finances or has exposures to the safe operation
of existing nuclear facilities that generate electricity or process heat,
including for district heating or industrial processes such as hydrogen
production from nuclear energy, as well as their safety upgrades.
NO
Activities related to fossil gas
4.
The undertaking carries out, finances or has exposures to the construction
or operation of electricity generation facilities that produce electricity using
fossil gaseous fuels.
NO
5.
The undertaking carries out, finances or has exposures to the construction,
refurbishment and operation of installations that combine the generation of
heat/cooling and electricity using fossil gaseous fuels.
NO
6.
The undertaking carries out, finances or has exposures to the construction,
refurbishment and operation of heat generation installations for
heating/cooling that use fossil gaseous fuels.
NO
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Annex 1: Impact Screening Results
Code
Sustainability Aspect
Effect
Maximum Materiality Value
Aspect Materiality
Theme E1: Climate Change
E11
Adaptation to climate change
Positive
0,00
Not material
E12
Climate change mitigation
Negative
3,20
Possibly material
E13
Energy
Negative
3,20
Possibly material
Theme E2: Pollution
E21
Air pollution
Negative
3,20
Possibly material
E22
Water pollution
Negative
1,60
Not material
E23
Soil pollution
Negative
1,60
Not material
E24
Pollution of living organisms and food resources
Negative
1,60
Not material
E25
Substances of concern
Negative
1,60
Not material
E26
Substances of very high concern
Negative
1,60
Not material
E27
Microplastics
Negative
1,60
Not material
Theme E3: Water and Marine Resources
E311
Water consumption
Negative
2,80
Possibly material
E312
Water withdrawals
Negative
0,00
Not material
E313
Water discharges
Negative
2,80
Possibly material
E321
Water discharges into oceans
Negative
1,40
Not material
E322
Extraction and use of marine resources
Negative
0,00
Not material
Theme E4: Biodiversity and ecosystems
E411
Climate Change
Negative
1,60
Not material
E412
Land-use change fresh water-use change and sea-use change
Negative
0,00
Not material
E413
Direct exploitation
Negative
0,00
Not material
E414
Invasive alien species
Negative
0,00
Not material
E415
Pollution
Negative
1,60
Not material
E416
Others
Negative
0,00
Not material
E421
Species population size
Negative
0,00
Not material
E422
Species global extinction risk
Negative
0,00
Not material
E431
Land degradation
Negative
0,00
Not material
E432
Desertification
Negative
0,00
Not material
E433
Soil sealing
Negative
0,00
Not material
E441
Impacts and dependencies on ecosystem services
Negative
0,00
Not material
Theme E5: Circular economy
E51
Resources inflows including resource use
Negative
2,80
Possibly material
E52
Resource outflows related to products and services
Negative
2,80
Possibly material
E53
Waste
Negative
2,80
Possibly material
Theme S1: Own workforce
S111
Secure employment
Negative
3,80
Possibly material
S112
Working time
Negative
1,80
Not material
S113
Adequate wages
Negative
3,80
Possibly material
S114
Social dialogue
Negative
1,30
Not material
S115
Freedom of association the existence of works councils and the
information consultation and participation rights of workers
Negative
1,30
Not material
S116
Collective bargaining including rate of workers covered by
collective agreements
Negative
3,80
Possibly material
S117
Work-life balance
Negative
1,90
Not material
S118
Health and safety
Negative
3,80
Possibly material
S121
Gender equality and equal pay for work of equal value
Negative
1,90
Not material
S122
Training and skills development
Negative
1,90
Not material
S123
Employment and inclusion of persons with disabilities
Negative
1,30
Not material
S124
Measures against violence and harassment in the workplace
Negative
3,80
Possibly material
S125
Diversity
Negative
3,00
Possibly material
S131
Child labour
Negative
1,80
Not material
S132
Forced labour
Negative
1,80
Not material
S133
Adequate housing
Negative
1,30
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Code
Sustainability Aspect
Effect
Maximum Materiality Value
Aspect Materiality
S134
Privacy
Negative
1,90
Not material
Tema S2: Workers in the value chain
S211
Secure employment
Positive
1,50
Not material
S212
Working time
Positive
1,50
Not material
S213
Adequate wages
Positive
1,50
Not material
S214
Social dialogue
Positive
1,50
Not material
S215
Freedom of association including the existence of work councils
Positive
1,50
Not material
S216
Collective bargaining
Positive
1,50
Not material
S217
Work-life balance
Positive
1,50
Not material
S218
Health and safety
Positive
1,50
Not material
S220
Gender equality and equal pay for work of equal value
Positive
1,50
Not material
S221
Training and skills development
Positive
1,50
Not material
S222
The employment and inclusion of persons with disabilities
Positive
1,50
Not material
S223
Measures against violence and harassment in the workplace
Positive
1,50
Not material
S224
Diversity
Positive
1,50
Not material
S231
Child labour
Positive
1,50
Not material
S232
Forced labour
Positive
1,50
Not material
S233
Adequate housing
Positive
1,50
Not material
S234
Water and sanitation
Positive
1,50
Not material
S235
Privacy
Positive
1,50
Not material
Theme S3: Affected communities
S311
Adequate housing
Negative
1,40
Not material
S312
Adequate food
Negative
1,40
Not material
S313
Water and sanitation
Negative
1,40
Not material
S314
Land-related impacts
Negative
1,40
Not material
S315
Security-related impacts
Negative
1,40
Not material
S321
Freedom of expression
Negative
1,40
Not material
S322
Freedom of assembly
Negative
1,40
Not material
S323
Impacts on human rights defenders
Negative
1,40
Not material
S331
Free prior and informed consent
Negative
1,40
Not material
S332
Self-determination
Negative
1,40
Not material
S333
Cultural rights
Negative
1,40
Not material
Theme S4: Consumers and endusers
S411
Privacy
Negative
0,00
Not material
S412
Freedom of expression
Negative
0,00
Not material
S413
Access to (quality) information
Negative
0,00
Not material
S421
Health and safety
Negative
2,00
Possibly material
S422
Security of a person
Negative
0,00
Not material
S423
Protection of children
Negative
0,00
Not material
S431
Non-discrimination
Negative
0,00
Not material
S432
Access to products and services
Negative
0,00
Not material
S433
Responsible marketing practices
Negative
0,00
Not material
Theme G1: Business conduct
G111
Corporate culture
Negative
3,80
Possibly material
G112
Protection of whistleblowers
Negative
3,80
Possibly material
G113
Animal welfare
Negative
0,00
Not material
G114
Political engagement
Negative
1,90
Not material
G115
Management of relationships with suppliers including payment
practices
Negative
1,90
Not material
G21
Corruption and bribery
Negative
1,90
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Annex 2: Results of the materiality analysis of impacts
Sustainability aspect
TTS Impact
Scores
Impact Materiality
Level
Description
Effect
Magnitude
Scope
Remediability
Probability
Materiality
Theme E1: Climate Change
Climate change mitigation
Contribution to climate change from CO₂ emissions of
the inland waterway transport segment
Negative
1
3
4
1
2,00
Material impact
Energy
The impact on energy efficiency and energy
consumption resulting from the increase in volumes
dispatched by TTS Group using land transport modes
provided by third parties to the detriment of volumes
transported on the Danube with its own fleet, due to low
water levels of the Danube
Negative
3
3
4
1
3,20
Material impact
Energy
Diesel consumption of the Inland Transport segment
leading to CO
2
emissions
Negative
1
3
4
1
2,00
Material impact
Theme E2: Pollution
Pollution of air
Environmental impact caused by exhaust gases
generated primarily by the inland waterway transport
segment
Negative
1
3
3
1
1,80
Non-material impact
Theme E3: Water and Marine Resources
Water consumption
Environmental impact of the volumes of water
consumed for the normal conduct of operations
Negative
1
1
2
1
1,20
Non-material impact
Water discharges
Environmental impact of the volumes of water
discharged for the normal conduct of operations
Negative
1
1
2
1
1,20
Non-material impact
Theme E5: Circular economy
Resources inflows including
resource use
Steel consumption generated by the acquisition of new
vessels and the steel required for the repair and
maintenance of vessels in operation
Negative
2
1
2
1
1,80
Non-material impact
Resource outflows related to
products and services
Full recycling of steel resulting from vessel scrapping and
steel waste generated from the repair and maintenance
of vessels in operation
Positive
2
1
N/A
1
1,75
Non-material impact
Waste
Soil pollution caused by the storage of non-recyclable
waste resulting from current operations (mixed municipal
waste)
Negative
2
1
2
1
1,80
Non-material impact
Use of recyclable waste as secondary raw materials
Positive
2
1
N/A
1
1,75
Non-material impact
Theme S1: Own workforce
Secure employment
Impact on employees' quality of life resulting from
permanent employment
Positive
5
2
N/A
1
4,25
Material impact
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Sustainability aspect
TTS Impact
Scores
Impact Materiality
Level
Description
Effect
Magnitude
Scope
Remediability
Probability
Materiality
Adequate wages
Impact on employees' quality of life resulting from the
level of remuneration
Positive
5
2
N/A
1
4,25
Material impact
Collective bargaining
including rate of workers
covered by collective
agreements
Impact on employees' bargaining power regarding
working conditions and the terms of employment
contracts due to the incomplete coverage of the Group's
workforce by collectively negotiated employment
contracts
Negative
3
2
2
1
2,60
Material impact
Health and safety
Impact on employees’ level of exposure to occupational
injury risk resulting from the specific conditions in
navigation, port operations, and shipyards
Negative
3
2
4
1
3,00
Material impact
Measures against violence
and harassment in the
workplace
Impact of the incomplete operationalization and
integration at Group level of measures to prevent
incidents of workplace violence or harassment on the
level of employees’ exposure to such incidents
Negative
5
2
2
1
3,80
Material impact
Diversity
Impact of the specific working conditions in navigation
and port operations on the gender imbalance among
employees
Negative
3
2
4
1
3,00
Material impact
Theme S4: Consumers and end users
Health and safety
The impact of incidents endangering the life or health of
passengers or the safety of goods or vehicles crossing
the Danube by ferry in Galați and Isaccea
Negative
5
3
3
0,2
0,84
Non-material impact
Theme G1: Business conduct
Corporate culture
The incomplete operationalization at group level of TTS
Group integrated corporate governance system and its
impact on the level of protection of the interests of
employees, shareholders, investors and business
partners..
Negative
5
3
2
1
4,00
Material impact
Protection of whistleblowers
The level of stakeholders’ exposure to the effects of
ethics incidents caused by the incomplete
operationalization at group level of the integrated
whistleblowing management system.
Negative
5
3
2
1
4,00
Material impact
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Annex 3: Risk and Opportunity Screening Results
Code
Sustainability aspect
Maximum financial impact
score
Aspect materiality
Theme E1: Climate Change
E11
Climate change adaptation
4,00
Possibly material
E12
Climate change mitigation
2,00
Possibly material
E13
Energy
2,00
Possibly material
Theme E2: Pollution
E21
Air pollution
2,00
Possibly material
E22
Water pollution
2,00
Possibly material
E23
Soil pollution
1,00
Not material
E24
Pollution of living organisms and food resources
1,00
Not material
E25
Substances of concern
0,00
Not material
E26
Substances of very high concern
0,00
Not material
E27
Microplastics
0,00
Not material
Theme E3: Water and Marine Resources
E311
Water consumption
0,00
Not material
E312
Water abstraction
0,00
Not material
E313
Wastewater discharge
0,00
Not material
E321
Wastewater discharge into oceans
1,00
Not material
E322
Extraction and use of marine resources
0,00
Not material
Theme E4: Biodiversity and Ecosystems
E411
Climate change
0,00
Not material
E412
Land, freshwater and marine use change
0,00
Not material
E413
Direct exploitation
0,00
Not material
E414
Invasive alien species
0,00
Not material
E415
Pollution
1,00
Not material
E416
Other
0,00
Not material
E421
Species population size
0,00
Not material
E422
Global extinction risk of species
0,00
Not material
E431
Soil degradation
0,00
Not material
E432
Desertification
0,00
Not material
E433
Soil sealing
0,00
Not material
E441
Impacts and dependencies on ecosystem services
0,00
Not material
Theme E5: Circular Economy
E51
Resource inputs, including resource use
2,00
Possibly material
E52
Resource outputs related to products and services
1,00
Not material
E53
Waste
1,00
Not material
Theme S1: Own Workforce
S111
Job security
0,00
Not material
S112
Working time
0,00
Not material
S113
Adequate wages
1,00
Not material
S114
Social dialogue
0,00
Not material
S115
Freedom of association, consultation and participation of
workers
0,00
Not material
S116
Collective bargaining and collective agreements
1,00
Not material
S117
Work-life balance
1,00
Not material
S118
Health and safety
1,00
Not material
S121
Gender equality and equal pay for work of equal value
0,00
Not material
S122
Training and skills development
0,00
Not material
S123
Employment and inclusion of persons with disabilities
0,00
Not material
S124
Measures against workplace violence and harassment
1,00
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
110
Code
Sustainability aspect
Maximum financial impact
score
Aspect materiality
S125
Diversity
0,00
Not material
S131
Child labour
0,00
Not material
S132
Forced labour
0,00
Not material
S133
Adequate housing
0,00
Not material
S134
Privacy
1,00
Not material
Theme S2: Workers in the Value Chain
S211
Safe jobs
0,00
Not material
S212
Working time
0,00
Not material
S213
Adequate wages
0,00
Not material
S214
Social dialogue
0,00
Not material
S215
Freedom of association, works councils
0,00
Not material
S216
Collective bargaining
0,00
Not material
S217
Work-life balance
0,00
Not material
S218
Health and safety
0,00
Not material
S220
Gender equality and equal pay for work of equal value
0,00
Not material
S221
Training and skills development
0,00
Not material
S222
Employment and inclusion of persons with disabilities
0,00
Not material
S223
Measures against workplace violence and harassment
0,00
Not material
S224
Diversity
0,00
Not material
S231
Child labour
0,00
Not material
S232
Forced labour
0,00
Not material
S233
Adequate housing
0,00
Not material
S234
Water and sanitation
0,00
Not material
S235
Privacy
0,00
Not material
Theme S3: Affected Communities
S311
Adequate housing
0,00
Not material
S312
Adequate food
0,00
Not material
S313
Water and sanitation
0,00
Not material
S314
Soil-related impacts
0,00
Not material
S315
Security-related impacts
0,00
Not material
S321
Freedom of expression
0,00
Not material
S322
Freedom of assembly
0,00
Not material
S323
Impact on human rights defenders
0,00
Not material
S331
Free, prior and informed consent
0,00
Not material
S332
Self-determination
0,00
Not material
S333
Cultural rights
0,00
Not material
Theme S4: Consumers and End Users
S411
Privacy
0,00
Not material
S412
Freedom of expression
0,00
Not material
S413
Access to (quality) information
0,00
Not material
S421
Health and safety
1,00
Not material
S422
Personal security
0,00
Not material
S423
Child protection
0,00
Not material
S431
Non-discrimination
0,00
Not material
S432
Access to products and services
0,00
Not material
S433
Responsible marketing practices
0,00
Not material
Theme G1: Business Conduct
G111
Corporate culture
1,00
Not material
G112
Whistleblower protection
1,00
Not material
G113
Animal welfare
0,00
Not material
G114
Political engagement and lobbying activities
0,00
Not material
G115
Supplier relationship management and payment practices
1,00
Not material
G21
Corruption and bribery
1,00
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
111
Annex 4: Climate hazards screening results
Type
Climate hazard
River transport
Port operations Constanța
Temperature-related hazards
Chronic
Increase in air temperature
River transport and port operations activities are not directly affected by
changes in air temperature, but through the indirect effects of the
chronicization of droughts in the lower Danube basin on the level of demand
for transport and handling services for agricultural products.
Although there are no climate scenario-based datasets with the granularity
required to assess materiality, the analysis of indirect effects of temperature
changes is necessary taking into account other factors.
Potentially material
Increase in Danube water temperature
1/ The temperature of Danube waters affects aquatic ecosystems, but does not
affect river transport activity.
2/ Not applicable for port operations in Constanța.
No effect
N/A
Increase in Black Sea temperature
1/ Not applicable for Danube river transport activity.
2/ Sea water temperature affects marine ecosystems, but does not affect port
infrastructure and superstructures.
N/A
No effect
Heat stress
A detailed analysis is required taking into account, where available, data
provided by climate scenario-based models.
Information
unavailable
Potentially material
Temperature variability
River transport and port operations activities are not dependent on the degree
of air temperature variability.
No effect
Permafrost thawing
Permafrost forms only in Arctic/subarctic areas. Romania is located in a
temperate-continental climate zone, where conditions for permafrost formation
do not exist.
N/A
Acute
Heatwave (extreme heat)
A detailed analysis is required taking into account, where available, data
provided by climate scenario-based models.
Information
unavailable
Potentially material
Cold wave/freezing
A detailed analysis is required taking into account, where available, data
provided by climate scenario-based models.
Information
unavailable
Potentially material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
112
Type
Climate hazard
River transport
Port operations Constanța
Wildfire
1/ Not applicable for Danube river transport activity.
2/ Forest fires affect forested land areas and adjacent zones. Port Constanța is
built in an industrial area, without forests in proximity.
N/A
Wind-related hazards
Chronic
Change in wind patterns
River transport and port operations activities are not dependent on changes in
wind patterns.
No effect
Acute
Cyclone, hurricane, typhoon
1/ Not applicable for Danube river transport activity.
2/ The Black Sea does not present conditions for such phenomena (water
temperature above 26°C and significant Coriolis force, conditions specific to
tropical areas).
N/A
Marine storms
1/ Not applicable for Danube river transport activity.
2/ For port operations in Constanța, a detailed analysis is required based on
climate scenario data.
N/A
Potentially material
Tornado
1/ Not applicable for Danube river transport activity.
2/ Extremely rare phenomena in Romania (1–2 cases/10 years), with short
duration and low intensity (F0–F1). No tornado has been recorded in the
Constanța area in the last 50 years.
N/A
Water-related hazards
Chronic
Change in precipitation patterns
Does not affect river transport and port operations activities.
No effect
Variability of precipitation or hydrological variability
River transport and port operations activities are not dependent on the degree
of precipitation variability.
No effect
Black Sea acidification
1/ Not applicable for Danube river transport activity.
2/ A biochemical phenomenon affecting marine ecosystems, NOT port
infrastructure and superstructures (berths, cranes, buildings).
N/A
Saline intrusion
1/ Not applicable for Danube river transport activity.
2/ Saline intrusion affects water quality in aquifers when the natural balance
between freshwater and seawater is disrupted.
N/A
Increase in Black Sea level
N/A
Potentially material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
113
Type
Climate hazard
River transport
Port operations Constanța
1/ Not applicable for Danube river transport activity.
2/ For port operations in Constanța, a detailed analysis is required, where
available, based on climate scenario data.
Water stress
Water stress is a phenomenon affecting freshwater resources caused by their
deterioration in quantitative terms (overexploitation of aquifers) and qualitative
terms (eutrophication, contamination, saline intrusion).
N/A
Water-related hazards (cont.)
Acute
Drought
1/ For Danube river transport activity, a detailed analysis is required based on
climate scenario data, where available.
2/ Not applicable for port operations in Constanța.
Potentially
material
N/A
Heavy precipitation
1/ Not applicable for Danube river transport activity.
2/ For port operations in Constanța, a detailed analysis is required based on
climate scenario data, where available.
N/A
Potentially material
Coastal flooding (Constanța)
1/ Not applicable for Danube river transport activity.
2/ For port operations in Constanța, a detailed analysis is required based on
climate scenario data, where available.
N/A
Potentially material
River flooding (Danube)
1/ Not applicable for Danube river transport activity.
2/ Not applicable for port operations in Constanța.
N/A
Pluvial flooding
1/ Not applicable for Danube river transport activity.
2/ For port operations in Constanța, a detailed analysis is required based on
climate scenario data, where available.
N/A
Potentially material
Glacial lake outburst flood
A phenomenon specific to areas with glaciers or ice caps. In Romania, located
in a temperate-continental climate zone, there are no geographical areas that
allow glacier formation.
N/A
Soil-related hazards
Chronic
Coastal erosion
1/ Not applicable for Danube river transport activity.
2/ Coastal erosion affects beaches and unprotected coastal areas. It does not
affect the Constanța port basin, which is protected by offshore breakwaters
built from concrete units.
N/A
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
114
Type
Climate hazard
River transport
Port operations Constanța
Soil degradation
1/ Not applicable for Danube river transport activity.
2/ Soil degradation represents a deterioration of soil quality and its capacity to
function as a living ecosystem, with effects on agricultural productivity and
ecological balances in the affected area.
It does not affect Port Constanța, which is built in an urban/industrial area.
N/A
Soil-related hazards (cont.)
Chronic
Soil erosion
1/ Not applicable for Danube river transport activity.
2/ Soil erosion represents the gradual destruction up to disappearance of the
topsoil layer, which plays an essential role in plant development and
maintaining ecological balance.
It does not affect Port Constanța, which is built in an urban/industrial area.
N/A
Solifluction
1/ Not applicable for Danube river transport activity.
2/ Solifluction represents the slow downslope movement of soil due to water
saturation of surface deposits.
It does not affect Port Constanța, which is built in a flat coastal area, without
slopes.
N/A
Acute
Avalanche
1/ Not applicable for Danube river transport activity.
2/ Avalanches occur in mountainous areas with accumulated snow on slopes
steeper than 30°.
It does not affect the Constanța area, located on the Dobrogea plateau, in a flat
coastal area (altitude 0–50 m), without slopes and without mountains nearby.
N/A
Landslide
1/ Not applicable for Danube river transport activity.
2/ Occur on slopes with inclination greater than 15°, composed of clay soils and
under water saturation conditions.
It does not affect Port Constanța, built on flat land, on consolidated
foundations.
N/A
Subsidence (collapse)
1/ Not applicable for Danube river transport activity.
2/ Subsidence is a process of gradual sinking of the Earth’s crust, most
commonly in sedimentary basins.
It does not affect Port Constanța, which is built in an area without natural or
anthropogenic processes that could cause subsidence.
N/A
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Annex 5: Results of the Materiality Analysis of Risks and Opportunities
I. Risks common to Danube river transport and port operations in Constanța
Aspect
Effect
Analysis
Magnitude
score
Probability
score
Materiality
Degree of
materiality
Climate change adaptation
Physical risk
Climate hazard: Change in air temperature
[Cod: RE11.1] Risk of reduced demand for Danube river transport and port operations in Constanța for agricultural
products in the lower Danube basin (Romania, Bulgaria, Serbia, Hungary) as an effect of chronic droughts
Increase in average annual temperature ≈ 3,22 °C (SSP5-8.5, Δ average level 2041–2050 vs 1990–2019)
Analysis
The level of demand for Danube river transport and port operations in Constanța for agricultural products is determined
by the volume exported from the lower Danube basin through Port Constanța, which is primarily driven by the balance
between supply and demand for agricultural products in international markets, and only subsequently by the level of
volumes available for export (as observed in recent years, including under record agricultural harvest levels in 2025).
Therefore, although the level of harvests in the region, affected in the long term by the aridification trend of land as a
result of the chronicization of droughts (Romania’s Climate State 2024), is the determining factor for the level of volumes
available for export, the level of exports is primarily determined by price levels in international agricultural commodity
markets
Consequently, both the estimation of the effects of chronic droughts on the demand for Danube river transport and port
operations in Constanța for agricultural products, and the assessment of the magnitude of the associated risk, are
extremely difficult to perform.
On the other hand, the risk is at least partially mitigated through the geographical diversification strategy (TTS serves
markets in Romania, Bulgaria, Serbia, Hungary), which reduces demand variability for services, and through diversification
of the cargo portfolio (TTS transports and handles mineral and chemical goods in addition to agricultural products).
Conclusion: Under these conditions, in our assessment, the magnitude of the risk cannot exceed RON 397,1 mil. (50% of
the average annual revenue 2020–2024)
3
0,5
1,50
Observable
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
116
II. Risks and opportunities related to Danube river transport activity
40
Emissions-related climate scenarios were not used in the risk assessment, as no climate scenarios with the necessary level of granularity were identified to provide useful
information for analyzing the risk of navigation disruption on the Danube
Aspect
Effect
Description
Magnitude
Score
Probability
Score
Materiality
Aspect
Materiality
Climate Change
Adaptation (cont.)
Physical risk
Climate hazard: Drought
[Code: RE11.2] The recurrent risk of disruption of navigation on the Danube caused by prolonged
severe droughts leading to low Danube water levels
1/ The financial risk was assessed using three scenarios
40
:
Base scenario: Recurrence of severe droughts: once every 20 years
Neutral scenario: Recurrence of severe droughts: once every 10 years
Pessimistic scenario: Recurrence of severe droughts: once every 5 years
2/ The reference year for calculating the recurrence of droughts was 2022
3/ For each scenario, the net present value of the effects on TTS revenues due to navigation
interruption over a 2-month period, during 2025–2062 (2 full cycles in the base scenario), was
calculated
4/ The revenue shortfall caused by the navigation interruption was calculated using the most
pessimistic variant, namely under the assumption that during the navigation interruption period, all
revenues from transport and/or port operations related to cargo flows that cross the Giurgiu area are
entirely lost.
5/ The estimated value of revenue losses caused by the navigation interruption is based on the
estimated effect of navigation interruption during the months of July and August 2024, taking into
account a compound annual growth rate of 2%.
6/ The rate used in the net present value calculations is 5% per year.
7/ The magnitude was estimated as the difference between the net present values of the neutral and
pessimistic scenarios and the net present value of the base scenario
8/ The manifestation probabilities were 0.8 for the neutral scenario and 0.5 for the pessimistic scenario
9/ The maximum materiality value resulted in the neutral scenario
2
0,8
1,60
Material
Opportunity
[Code: OE11.1] Development of river infrastructure on the Danube, in particular through the
construction of multimodal port terminals, increasing transshipment capacity and ensuring good
navigability (NAIADES III Action Plan of the European Commission to increase the role of inland
waterways in European transport)
4
0,5
2,0
Material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Aspect
Effect
Description
Magnitude
Score
Probability
Score
Materiality
Aspect
Materiality
The implementation of the NAIADES III Plan would have positive effects for TTS on two levels:
- increase in cargo volumes transported by NAVROM fleet, well positioned for containerized cargo
transport
- increase in revenues due to the reduction or elimination of periods of interruption of navigation on
the Danube as a result of the regulation of navigable channels
In TTS assessment, the combined financial effect may exceed RON 397,1 mil. (50% of the average
annual revenue 2020–2024)
Opportunity
[Code: OE11.2] FAIRway Danube II Project
FAIRway Danube II is a transnational project involving Austria, Slovakia, Hungary, Croatia, Bulgaria and
Romania, aimed at improving navigation conditions (the navigable fairway) on the Danube and
increasing the resilience to climate change, sustainability and attractiveness of Danube inland
waterway transport.
One of the project components that may have a material impact on TTS Group’s activity, and in which
NAVROM is directly involved, aims to improve navigation conditions on the Danube in critical areas
with insufficient depths (fairway bottlenecks), one located in Romania (Zimnicea) and one in Croatia
(in the area where the Drava flows into the Danube).
By using special mobile equipment, the project proposes practical solutions for managing the
navigable fairway and maintaining it at a level sufficient for navigation during periods of low Danube
discharge. This unique approach represents an innovative technical solution for improving navigation
conditions during low-flow periods of the Danube, is non-invasive and does not have a permanent
impact on habitats and ecosystems.
The project addresses one of the major issues faced by Danube navigation and represents an
opportunity for NAVROM to leverage its expertise in operating river equipment and to actively
contribute to innovative solutions for improving navigation conditions on the Danube, thus bringing
material benefits for NAVROM in its position as market leader.
4
0,5
2,00
Material
Climate Change
Mitigation
Physical risk
[Cod: RE12.1] Risk of Replacing Diesel Engines with Zero CO₂ Emission Propulsion Systems
Zero CO₂ emission propulsion technologies (along with the supporting infrastructure) are insufficiently
developed to be applicable to inland waterway transport.
As a result, although the investment required to repower the push boat fleet is high, the probability of
this risk materializing is low.
3
0,2
0,60
Not material
Energy
Risk
[Cod: RE13.1] Risk of diesel price increase
The risk is almost entirely covered through contractual clauses with compensatory effect, with a
maximum delay of two weeks between the moment of price changes and the moment of tariff
adjustments, which is why the magnitude of the effects is low.
1
0,5
0,50
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
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Aspect
Effect
Description
Magnitude
Score
Probability
Score
Materiality
Aspect
Materiality
Air Pollution
Risk
[Code: RE21.1] Risk of mandatory migration to Stage V engine technology through legislative
intervention
1/ The risk was assessed under the assumption of the re-engining of NAVROM fleet.
2/ The magnitude was evaluated based on two scenarios:
Base scenario: Re-motorization at the end of the normal operating life, as follows:
Lot 1 (7 pushers): 2041–2044
Lot 2 (8 pushers): 2059–2064
Lot 3 (4 pushers): 2064–2078
Accelerated scenario: Re-motorization brought forward by one capital repair cycle, as follows:
Lot 1: 2035 - 2038
Lot 2: 2045 - 2049
Lot 3: 2054 - 2063
2/ The reference year for calculating the remaining service life of each pusher is 2024
3/ The durations of the capital repair cycles are as follows:
24,000 hours for Lot 1 (until re-motorization)
55,000 hours for Lot 2 and 1 pusher from Lot 3 (until re-motorization)
35,000 hours for 3 pushers from Lot 3 (until re-motorization)
55,000 hours for all pushers after re-motorization
5/ The average operating regime considered: 4,000 hours/year
6/ The financial effects included in the magnitude assessment:
Estimated cost of a capital repair: EUR 380k
Annual additional operating cost for Stage V engines: EUR 120k per pusher
Estimated cost of a re-motorization: EUR 1.5 million
7/ For each scenario, the net present value was calculated for the 2025–2078 period, using as
discount rate the yield of 30-year U.S. TIPS (Treasury Inflation Protected Securities) as of 31.12.2024:
2.478%
8/ The estimated magnitude of the financial risk was calculated as the difference between the net
present value of the accelerated scenario and that of the base scenario
2
0,5
1,00
Not material
Water Pollution
Risk
[Code: RE22.1] Risk of accidental pollution from cargo spills as a result of navigation accidents
The risk is negligible due to the low capacity of transport units (barges: 1.500 – 3.000 tons), the types
of cargo transported (ore, metallurgical coal, bauxite, agricultural products, fertilizers) and the low
frequency of navigation accidents
1
0,5
0,50
Not material
Resource Inputs,
Including Resource
Use
Risk
[Cod: RE51.1] Risk of steel price increase
The risk is negligible due to the low requirement for steel plates for vessel repairs (maximum 1,500
tons/year)
1
0,5
0,50
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
119
III. Risks and opportunities related to port operations in Constanța
Aspect
Effect
Analysis
Magnitude
Score
Probability
Score
Materiality
Degree of
materiality
Climate Change Adaptation
Physical risk
Climate hazard: Heat stress
[Code: RE11.3] Risk of reduced activity under persistent severe
heat stress conditions
Methodology:
1/ Heat stress was assessed based on the Temperature–
Humidity Index (THI)
2/ Available datasets have monthly resolution. Therefore, the
values used to assess heat stress levels are monthly average
THI and the number of months/year with THI ≥ 80 (accepted
proxy)
Results:
Estimated average THI (2041–2050): ~15,0
Average number of months/year with THI ≥ 80
(2041–2050): 0
Analysis and conclusion:
Heat stress does not affect port infrastructure or
superstructures, but affects personnel, especially those working
at berths.
Given that climate projections do not indicate an observable
number of months with THI ≥ 80, the probability of occurrence
of severe heat stress conditions is negligible
1
0,0
0,00
Negligible
Physical risk
Climate hazard: Increase in Black Sea level
[Code: RE11.4] Risk of reduced activity due to reduced berth
elevation levels limiting operational capacity as a result of the
increase in Black Sea level.
Estimated cumulative increase in Black Sea level: ≈ 18 cm
(SSP5-8.5, Δ average level 2041–2050 vs 1990–2019)
Conclusion: The increase in Black Sea level does not generate
a material level of risk as the current depth of the berths
operated by TTS Group is approximately 2,5 m.
0
1,0
0,00
Negligible
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
120
Aspect
Effect
Analysis
Magnitude
Score
Probability
Score
Materiality
Degree of
materiality
Climate Change Adaptation
Physical risk
Climate hazard: Heatwave (extreme heat)
[Code: RE11.5] Risk of temporary reduction in operating pace
and increase in operating costs
Methodology:
As no climate projection-based data sources forecasting
heatwave evolution were identified, the analysis used as proxy
the number of days with maximum temperatures ≥ 35 °C and
≥ 40 °C
Results:
Number of days/year Tmax ≥ 35 °C: +15,8 (SSP5-8.5,
Δ average level 2041–2050 vs 1990–2019)
Number of days/year Tmax ≥ 40 °C: 0 (SSP5-8.5, Δ
average level 2041–2050 vs 1990–2019)
Analysis and conclusion:
1/ In the absence of heatwave data, the risk assessment was
based on the most pessimistic scenario, namely that the
projected additional days represent consecutive days
2/ The financial effects of heatwaves are generated by
measures taken to improve working conditions for workers at
operating berths:
• reduction of operating pace during daytime, due to
reduced intensity and pace of physical activities,
alternating dynamic with static effort and alternating
working periods with rest periods in shaded areas;
• additional expenses for maintaining workers’ health,
such as providing 2–4 liters of mineral
water/person/shift
3/ The magnitude of the risk is extremely difficult to assess as it
directly depends on the evolution of operating technologies,
which may reduce the number of workers required to perform
a given volume of operations. In TTS assessment, the
combined financial effect cannot exceed RON 39,7 mil. (5% of
the average annual revenue 2020–2024).
1,00
0,8
0,80
Observable
Physical risk
Climate hazard: Cold wave/freezing
[Code: RE11.6] Risk of temporary interruption of activity
Methodology:
As no climate projection-based data sources forecasting cold
wave/freezing evolution were identified, the analysis used as
proxy the number of days with maximum temperatures < 0 °C.
Results:
Number of days/year Tmax < 0°C: −23,1 (SSP5-8.5, Δ
average level 2041–2050 vs 1990–2019)
Conclusion:
Given that climate projections indicate a decreasing number of
days with maximum temperatures < 0 °C, the probability of
risk occurrence is negligible.
1
0
0,00
Negligible
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
121
Aspect
Effect
Analysis
Magnitude
Score
Probability
Score
Materiality
Degree of
materiality
Climate Change Adaptation
Physical risk
Climate hazard: Marine storms
[Code: RE11.7] Risk of temporary interruption of activity due to
persistent wind with intensity > 20 m/s
Methodology:
As no climate projection-based data sources forecasting high-
intensity wind events with daily resolution were identified, the
analysis used as proxy percentiles 95 (P95) and 99 (P99),
representing the monthly average wind intensity values for
which 95%, respectively 99% for P99, of calculated data points
do not exceed these values, as well as the number of months
in 2041–2050 in which these values are exceeded.
Results:
95th percentile of monthly average wind intensity:
6.6 m/s (SSP5-8.5, 2041–2050)
Number of months in P95 (2041-2050): 6
99th percentile of monthly average wind intensity: 7,0
m/s (SSP5-8.5, 2041–2050)
Number of months in P99 (2041-2050): 2
Analysis and conclusion:
1/ The value of 20 m/s wind intensity is the threshold which,
when persistently exceeded, leads to interruption of port
activity. Consequently, periods of high wind intensity generate
financial losses for all port operators.
2/ As climate projections do not indicate increased frequency
or persistence suggesting systemic wind intensification, in TTS
assessment the magnitude of the risk cannot exceed 5% of the
average annual revenue 2020–2024.
1
1,0
1,00
Observable
Physical risk
Climate hazard: Heavy precipitation
[Code: RE11.8] Risk of temporary interruption of activity
Methodology:
The analysis used as proxy the number of days with
precipitation ≥ 20 l/mp.
Results:
Number of days/year with precipitation ≥ 20 l/mp:
+0,9 (SSP5-8.5, Δ average level 2041–2050 vs 1990–
2019)
Conclusion:
Given that climate projections do not indicate a significant
increase in the number of days with precipitation ≥ 20 l/m²,
the probability of risk occurrence is negligible.
0
0,0
0,00
Negligible
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
122
Aspect
Effect
Analysis
Magnitude
Score
Probability
Score
Materiality
Degree of
materiality
Physical risk
Climate hazard: Pluvial flooding
[Code: RE11.9] Risk of temporary interruption of activity
Methodology:
The analysis used as proxy the number of days with
precipitation ≥ 50 l/mp.
Results:
Number of days/year with precipitation ≥ 50 l/mp:
+0,45 (SSP5-8.5, Δ average level 2041–2050 vs 1990–
2019)
Conclusion:
Given that climate projections do not indicate a significant
increase in the number of days with precipitation ≥ 50 l/m²,
the probability of risk occurrence is negligible.
0
0,0
0,00
Negligible
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
123
Annex 6: List of datapoints in cross-cutting and topical standards deriving from other EU legislation (ESRS 2
Appendix B)
41
Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability‐related disclos ures in the financial services sector (Sustainable Finance
Disclosure Regulation) (OJ L 317, 9.12.2019, p. 1).
42
Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation
(EU) No. 648/2012 (Capital Requirements Regulation “CRR”) (OJ L 176, 27.6.2013, p. 1).
43
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the
performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No. 596/2014 (OJ L 171, 29.6.2016, p. 1).
44
Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No.
401/2009 and (EU) 2018/1999 (European Climate Law) (OJ L 243, 9.7.2021, p. 1).
45
Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the
benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).
46
Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards
the disclosure of environmental, social and governance risks (OJ L 324, 19.12.2022, p. 1).
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
ESRS 2 GOV-1 Gender diversity
of the Board of Directors,
paragraph 21 (d)
Indicator no. 13 in Table #1 of
Annex
Delegated Regulation (EU)
2020/1816
45
, Annex II
Indicator no. 13 in Table #1 of
Annex
11.3.1.
ESRS 2 GOV-1 Percentage of
independent board members,
paragraph 21 (e)
Delegated Regulation (EU)
2020/1816, Annex II
11.3.1.
ESRS 2 GOV-4 Statement on
due diligence, paragraph 30
Indicator no. 10 Table #3 in
Annex 1
11.6.
ESRS 2 SBM-1 Involvement in
activities related to fossil fuels,
paragraph 40 (d) (i)
Indicators no. 4 Table #1 in
Annex 1
Article 449a of Regulation (EU)
No. 575/2013; Commission
Implementing Regulation (EU)
2022/2453
46
Table 1:
Delegated Regulation (EU)
2020/1816, Annex II
11.8.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
124
47
Regulamentul delegat (UE) 2020/1818 al Comisiei din 17 iulie 2020 de completare a Regulamentului (UE) 2016/1011 al Parlamentu lui European și al Consiliului în ceea ce privește standardele
minime pentru indicii de referință UE pentru tranziția climatică și indicii de referință ai UE aliniați la Paris (JO L 406, 3.12.2020, p. 17)
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
Qualitative information on
environmental risk and Table 2:
Qualitative information on
social risk
ESRS 2 SBM-1 Involvement in
activities related to chemical
production, paragraph 40 (d)
(ii)
Indicator no. 9 Table #2 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS 2 SBM-1 Involvement in
activities related to
controversial weapons,
paragraph 40 (d) (iii)
Indicator no. 14 Table #1 in
Annex 1
Delegated Regulation (EU)
2020/1818
47
, Article 12(1);
Delegated Regulation (EU)
2020/1816, Annex II
Not material
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 material
ESRS E1-1 Transition plan for
climate neutrality by 2050,
paragraph 14
Regulation (EU) 2021/1119,
Article 2(1)
11.13.1.
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
transition risk: credit quality of
exposures by sector, emissions
and residual maturity
Delegated Regulation (EU)
2020/1818, Article 12(1)(d)-(g)
and Article 12(2)
Not material
ESRS E1-4 GHG emission
reduction targets, paragraph
34
Indicator no. 4 Table #2 in
Annex 1
Article 449a Regulation (EU)
No. 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3:
Banking book – Climate
transition risk: alignment
metrics
Delegated Regulation (EU)
2020/1818, Article 6
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
125
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
ESRS E1-5 Energy consumption
from fossil sources by source
(high climate impact sectors
only), paragraph 38
Indicator no. 5 Table #1 and
Indicator no. 5 Table #2 in
Annex 1
11.13.5.
ESRS E1-5 Energy consumption
and energy mix, paragraph 37
Indicator no. 5 Table #1 in
Annex 1
11.13.5.
ESRS E1-5 Energy intensity
associated with high climate
impact sectors, paragraphs
40–43
Indicator no. 6 Table #1 in
Annex 1
11.13.5.
ESRS E1-6 Gross Scope 1, 2, 3
and total GHG emissions,
paragraph 44
Indicators no. 1 and 2 Table #1
in Annex 1
Article 449a Regulation (EU)
No. 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 1:
Banking book – Climate
transition risk
Delegated Regulation (EU)
2020/1818, Article 5(1), Articles
6 and 8(1)
11.13.6.
ESRS E1-6 Gross GHG emission
intensity, paragraphs 53–55
Indicator no. 3 Table #1 in
Annex 1
Article 449a Regulation (EU)
No. 575/2013; Commission
Implementing Regulation (EU)
2022/2453 Template 3:
Banking book – Climate
transition risk
Delegated Regulation (EU)
2020/1818, Article 8(1)
11.13.6.
ESRS E1-7 GHG removals and
carbon credits, paragraph 56
Regulation (EU) 2021/1119,
Article 2(1)
Not material
ESRS E1-9 Exposure of
reference portfolio to physical
risks, paragraph 66
Delegated Regulation (EU)
2020/1818, Annex II; Delegated
Regulation (EU) 2020/1816,
Annex II
Not material
ESRS E1-9
Breakdown of monetary
amounts by acute and chronic
physical risk, paragraph 66 (a)
ESRS E1-9
Location of material assets
exposed to material physical
risk, paragraph 66 (c)
Article 449a of Regulation (EU)
No. 575/2013; Commission
Implementing Regulation (EU)
2022/2453, points 46 and 47;
Template 5: Banking book –
Climate change physical risk:
exposures subject to physical
risk
Not material
ESRS E1-9
Breakdown of the carrying
Article 449a of Regulation (EU)
No. 575/2013; Commission
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
126
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
amount of real estate assets by
energy efficiency classes,
paragraph 67 (c)
Implementing Regulation (EU)
2022/2453, point 34; Template
2: Banking book – Climate
transition risk: loans secured by
immovable property – energy
efficiency of collateral
ESRS E1-9
Degree of exposure of the
portfolio to climate-related
options, paragraph 69
Delegated Regulation (EU)
2020/1818, Annex II
Not material
ESRS E2-4 Quantity of each
pollutant listed in Annex II to
the E-PRTR Regulation emitted
to air, water and soil,
paragraph 28
Indicator no. 8 Table #1;
Indicators no. 1, 2, 3 Table #2
in Annex 1
Not material
ESRS E3-1 Water and marine
resources, paragraph 9
Indicator no. 7 Table #2 in
Annex 1
Not material
ESRS E3-4 Total water recycled
and reused, paragraph 28 (c)
Indicator no. 6.2 Table #2 in
Annex 1
Not material
ESRS E3-1
Sustainable oceans and seas,
paragraph 14
Indicator no. 12 Table #2 in
Annex 1
Not material
ESRS E3-4
Total water recycled and
reused, paragraph 28 (c)
Indicator no. 6.2 Table #2 in
Annex 1
Not material
ESRS E3-4
Total water consumption in m³
per net revenue from own
operations, paragraph 29
Indicator no. 6.1 Table #2 in
Annex 1
Not material
►C1 ESRS 2 - SBM 3 - E4
paragraph 16 (a) (i)
i ◄
Indicator no. 7 Table #1 in
Annex 1
Not material
►C1 ESRS 2 - SBM 3 - E4
paragraph 16 (b)◄
Indicator no. 10 Table #2 in
Annex 1
Not material
►C1 ESRS 2 - SBM 3 - E4
paragraph 16 (c) ◄
Indicator no. 14 Table #2 in
Annex 1
Not material
ESRS E4-2
Sustainable land/agriculture
Indicator no. 11 Table #2 in
Annex 1
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
127
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
practices or policies, paragraph
24 (b)
ESRS E4-2
Sustainable ocean/sea
practices or policies, paragraph
24 (c)
Indicatorul numărul 12 Tabelul
#2 din anexa 1
Not material
ESRS E4-2
Deforestation prevention
policies, paragraph 24 (d)
Indicator no. 15 Table #2 in
Annex 1
Not material
ESRS E5-5 Non-recycled waste,
paragraph 37 (d)
Indicator no. 13 Table #2 in
Annex 1
Not material
ESRS E5-5
Hazardous and radioactive
waste, paragraph 39
Indicator no. 9 Table #1 in
Annex 1
Not material
ESRS 2 - SBM3 - S1
Risk of incidents of forced
labour, paragraph 14 (f)
Indicator no. 13 Table #3 in
Annex I
Not material
ESRS 2 - SBM3 - S1
Risk of incidents of child
labour, paragraph 14 (g)
Indicator no. 12 Table #3 in
Annex I
Not material
ESRS S1-1 Human rights policy
commitments, paragraph 20
Indicator no. 9 Table #3 and
Indicator no. 11 Table #1 in
Annex 1
11.14.1.
ESRS S1-1
Due diligence policies
regarding the matters covered
by the fundamental
conventions of the
International Labour
Organization 1–8, paragraph
21
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS S1-1
Processes and measures for
the prevention of human
trafficking, paragraph 22
Indicator no. 11 Table #3 in
Annex I
Not material
ESRS S1-1
Policy or management system
for the prevention of
Indicator no. 1 Table #3 in
Annex I
11.14.1.
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
128
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
occupational accidents,
paragraph 23
ESRS S1-3 Grievance
mechanisms, paragraph 32 (c)
Indicator no. 5 Table #3 in
Annex 1
11.14.3.
ESRS S1-14 Number of fatalities
and number and rate of work-
related accidents, paragraph
88 (b) and (c)
Indicator no. 2 Table #3 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
11.14.10.
ESRS S1-14
Number of days lost due to
injuries, accidents, fatalities or
illness, paragraph 88 (e)
Indicator no. 3 Table #3 in
Annex I
Not material
ESRS S1-16 Unadjusted gender
pay gap, paragraph 97 (a)
Indicator no. 12 Table #1 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
11.14.11.
ESRS S1-16 CEO pay ratio,
paragraph 97 (b)
Indicator no. 8 Table #3 in
Annex 1
11.14.11.
ESRS S1-17 Incidents of
discrimination, paragraph 103
(a)
Indicator no. 7 Table #3 in
Annex 1
11.14.12.
►C1 ESRS S1-17 Non-
compliance with the UN
Guiding Principles on Business
and Human Rights and OECD
Guidelines, paragraph 104 (a)
◄
Indicator no. 10 Table #1 and
Indicator no. 14 Table #3 in
Annex I
Delegated Regulation (EU)
2020/1816, Annex II; Delegated
Regulation (EU) 2020/1818,
Article 12(1)
11.14.12.
ESRS 2 - SBM3 – S2 Material
risk of child labour or forced
labour in the value chain,
paragraph 11 (b)
Indicators no. 12 and no. 13
Table #3 in Annex I
Not material
ESRS S2-1 Human rights policy
commitments, paragraph 17
Indicator no. 9 Table #3 and
Indicator no. 11 Table #1 in
Annex 1
Not material
ESRS S2-1 Policies related to
workers in the value chain,
paragraph 18
Indicator no. 11 and no. 4 Table
#3 in Annex 1
Not material
ESRS S2-1 Non-compliance
with the UN Guiding Principles
on Business and Human Rights
Indicator no. 10 Table #1 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II; Delegated
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
129
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
and OECD Guidelines,
paragraph 19
Regulation (EU) 2020/1818,
Article 12(1)
ESRS S2-1 Due diligence
policies regarding the matters
covered by the fundamental
conventions of the
International Labour
Organization 1–8, paragraph
19
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS S2-4 Issues and incidents
related to human rights in its
upstream and downstream
value chain, paragraph 36
Indicator no. 14 Table #3 in
Annex 1
Not material
ESRS S3-1 Human rights policy
commitments, paragraph 16
Indicator no. 9 Table #3 in
Annex 1 and Indicator no. 11
Table #1 in Annex 1
Not material
►C1 ESRS S3-1 Non-
compliance with the UN
Guiding Principles on Business
and Human Rights, ILO
principles or OECD Guidelines,
paragraph 17◄
Indicator no. 10 Table #1
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II; Delegated
Regulation (EU) 2020/1818,
Article 12(1)
Not material
ESRS S3-4 Issues and incidents
related to human rights,
paragraph 36
Indicator no. 14 Table #3 in
Annex 1
Not material
ESRS S4-1 Policies regarding
consumers and end-users,
paragraph 16
Indicator no. 9 Table #3 and
Indicator no. 11 Table #1 in
Annex 1
Not material
ESRS S4-1 Non-compliance
with the UN Guiding Principles
on Business and Human Rights
and OECD Guidelines,
paragraph 17
Indicator no. 10 Table #1 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II; Delegated
Regulation (EU) 2020/1818,
Article 12(1)
Not material
ESRS S4-4 Issues and incidents
related to human rights,
paragraph 35
Indicator no. 14 Table #3 in
Annex 1
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
130
Disclosure requirement and
related datapoints
SFDR reference
41
Pillar 3
42
reference
Benchmark Regulation
reference
43
EU Climate Law
44
reference
Section / Not
material
ESRS G1-1 United Nations
Convention against
Corruption, paragraph 10 (b)
Indicator no. 15 Table #3 in
Annex 1
11.15.1.
ESRS G1-1 Protection of
whistleblowers, paragraph 10
(d)
Indicator no. 6 Table #3 in
Annex 1
11.15.1.
ESRS G1-4 Fines for breaches
of anti-corruption and anti-
bribery laws, paragraph 24 (a)
Indicator no. 17 Table #3 in
Annex 1
Delegated Regulation (EU)
2020/1816, Annex II
Not material
ESRS G1-4 Anti-corruption and
anti-bribery standards,
paragraph 24 (b)
Indicator no. 16 Table #3 in
Annex 1
Not material
Report of the Board of Directors on the 2025 Consolidated Financial Statements of TTS (TRANSPORT TRADE SERVICES) S.A.
2
* * *
The Board of Directors of TTS (Transport Trade Services) S.A. considers that the consolidated
financial statements together with the explanatory notes are correctly and legally drawn up, and propose
to the General Meeting of Shareholders
- approval of the consolidated financial statements (statement of financial position, statement of
comprehensive income, statement of change in equity, statement of cash flows, explanatory notes) as of
December 31, 2025,
- approval of the distribution of profit and the discharge of administrators for the financial year
of 2025.
Chairman of the Board of Directors
Ana-Barbara BOBIRCĂ

TTS (Transport Trade Services) SA

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

CONTENTS: | PAGE:
INDEPENDENT AUDITOR’S REPORT | 1 – 5
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME | 6 - 7
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 8 – 9
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY | 10 – 11
CONSOLIDATED STATEMENT OF CASH FLOWS | 12 – 13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 14 – 77

TTS (Transport Trade Services) SA

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Note |  | Year ended December 31, 2025 |  | Year ended December 31, 2024
Revenue | 4 |  | 651,293,069 |  | 733,795,272
Other operating income | 4 |  | 3,842,350 |  | 7,827,199
Raw materials, consumables and packaging |  |  | (72,088,519) |  | (88,036,351)
Cost of merchandise sold |  |  | (34,826,448) |  | (27,808,623)
Subcontractor’s expenses |  |  | (233,682,294) |  | (241,724,327)
Payroll expenses | 6 |  | (172,140,561) |  | (204,347,858)
Administrative expenses | 5 |  | (39,086,537) |  | (50,789,388)
Depreciation and amortization |  |  | (86,339,638) |  | (103,557,473)
Other gains | 7 |  | 5,677,838 |  | 18,901,259
Other losses | 7 |  | (15,629,771) |  | (8,180,376)
Operating profit |  |  | 7,019,489 |  | 36,079,335
Share of (loss)/profit of associates | 8 |  | (157,956) |  | (291,535)
Finance income | 9 |  | 2,275,428 |  | 5,836,623
Finance costs | 9 |  | (11,368,235) |  | (6,282,265)
Profit before tax |  |  | (2,231,274) |  | 35,342,158
Income tax expense | 10 |  | (8,286,469) |  | (14,046,784)
Profit for the year |  |  | (10,517,743) |  | 21,295,374
Other comprehensive income: |  |  |  |  |
Other comprehensive loss that may be reclassified to profit or loss in subsequent periods net of tax |  |  |  |  |
Exchange differences on translation of foreign operations |  |  | 180,410 |  | (614,187)
Net other comprehensive loss that may be reclassified to profit or loss in subsequent periods |  |  | 180,410 |  | (614,187)
Other comprehensive income that will not be reclassified to profit or loss in subsequent periods (net of tax): |  |  |  |  |
Revaluation of fixed assets | 12 |  | - |  | 23,653,443
Deferred tax | 10 |  | - |  | (3,784,551)
|  |  | - |  |
Net other comprehensive income that will not be reclassified to profit or loss in subsequent period |  |  | - |  | 19,868,892
Other comprehensive income/ (loss) for the year, net of tax |  |  | 180,410 |  | 19,254,705
Total comprehensive income for the year, net of tax |  |  | (10,337,333) |  | 40,550,079
Profit for the year attributable to: |  |  |  |  |
Owners of the Company |  |  | (12,246,972) |  | 19,082,486
Non-controlling interests | 21 |  | 1,729,229 |  | 2,212,888

TTS (Transport Trade Services) SA

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Note |  | Year ended December 31, 2025 |  | Year ended December 31, 2024
Total comprehensive income for the year attributable to: |  |  |  |  |
Owners of the Company |  |  | (12,066,562) |  | 38,337,191
Non-controlling interests | 21 |  | 1,729,229 |  | 2,212,888
Number of shares at the end of the year |  |  | 180,000,000 |  | 180,000,000
Number of shares – average - during the year |  |  | 179,938,241 |  | 101,600,025
Earnings per share |  |  |  |  |
Basic, profit for the year attributable to ordinary equity holders of the parent | 20 |  | (0.0681) |  | 0.1878
Diluted, profit for the year attributable to ordinary equity holders of the parent |  |  | (0.0681) |  | 0.1878

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026, by:
STANCIU ION |  | NICOLETA FLORESCU
CEO |  | CFO

TTS (Transport Trade Services) SA

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Note |  | December 31, 2025 |  | December 31, 2024
ASSETS |  |  |  |  |
Non-current assets |  |  |  |  |
Property, plant, and equipment | 12 |  | 1,028,330,295 |  | 987,633,741
Goodwill | 13 |  | 32,319,054 |  | 32,319,054
Intangible assets |  |  | 1,172,417 |  | 1,205,566
Rights of use assets | 12 |  | 49,236,236 |  | 608,206
Investments in associates | 14 |  | 8,491,568 |  | 8,981,606
Other long-term receivables | 15 |  | 4,545,990 |  | 4,663,677
Total non-current assets |  |  | 1,124,095,560 |  | 1,035,411,850
Current assets |  |  |  |  |
Inventories | 16 |  | 26,465,727 |  | 25,644,052
Trade and other receivables | 17 |  | 65,672,439 |  | 57,499,625
Contract assets | 17 |  | 2,326,818 |  | 4,139,811
Government grants | 18 |  | - |  | 75,660
Other current assets | 18 |  | 20,000,130 |  | 11,658,543
Profit tax to be recovered | 10 |  | 11,337,174 |  | 12,366,084
Cash and cash equivalents | 28 |  | 80,236,677 |  | 129,244,930
Total current assets |  |  | 206,038,965 |  | 240,628,705
Total assets |  |  | 1,330,134,525 |  | 1,276,040,555
EQUITY AND LIABILITIES |  |  |  |  |
Equity and reserves |  |  |  |  |
Share capital | 19 |  | 181,739,602 |  | 181,739,602
Treasury shares |  |  | - |  | (2,965,789)
Reserves | 20 |  | 375,972,072 |  | 374,434,165
Retained earnings |  |  | 323,898,643 |  | 368,308,706
Equity attributable to equity holders of the parent |  |  | 881,610,317 |  | 921,516,684
Non-controlling interests | 21 |  | 135,336,090 |  | 133,557,257
Total Equity |  |  | 1,016,946,407 |  | 1,055,073,941
Non-current liabilities |  |  |  |  |
Interest-bearing loans | 22 |  | 101,121,820 |  | 54,021,478
Government Grants | 25 |  | 17,055,774 |  | 17,821,180
Long term lease liability | 22 |  | 49,533,010 |  | 689,660
Other long-term liabilities | 25 |  | 5,157,150 |  | 4,832,683
Deferred tax liabilities | 10 |  | 18,405,691 |  | 19,651,523
Total non-current liabilities |  |  | 191,273,445 |  | 97,016,524

TTS (Transport Trade Services) SA

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Note |  | December 31, 2025 |  | December 31, 2024
Current liabilities |  |  |  |  |
Trade and other payables | 23 |  | 27,291,799 |  | 36,752,860
Contract liabilities | 23 |  | 8,524,654 |  | 5,139,161
Government grants | 25 |  | 1,124,209 |  | 1,221,923
Lease liabilities | 22 |  | 2,426,995 |  | 404,046
Interest bearing loans and borrowings | 22 |  | 50,944,850 |  | 56,071,755
Provisions for risks and charges | 24 |  | 3,771,323 |  | 3,654,926
Income tax liability | 10 |  | 934,539 |  | 705,647
Other current liabilities | 25 |  | 26,896,304 |  | 19,999,772
Total current liabilities |  |  | 121,914,673 |  | 123,950,090
Total liabilities |  |  | 313,188,118 |  | 220,966,614
Total equity and liabilities |  |  | 1,330,134,525 |  | 1,276,040,555

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026, by:
STANCIU ION |  | NICOLETA FLORESCU
CEO |  | CFO

TTS (Transport Trade Services) S.A.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Note | Share capital |  | Treasury Shares |  | Legal reserves |  | Other reserves |  | Revaluation reserves |  | Retained earnings |  | Translation reserve |  | Attributable to owners of the parent |  | Non-controlling interests |  | Total
Balance as of January 1, 2025 |  | 181,739,602 |  | (2,965,789) |  | 15,516,851 |  | 270,762,357 |  | 90,550,664 |  | 368,308,706 |  | (2,395,707) |  | 921,516,684 |  | 133,557,257 |  | 1,055,073,941
Profit for the year |  | - |  | - |  | - |  | - |  | - |  | (12,246,972) |  | - |  | (12,246,972) |  | 1,729,229 |  | (10,517,743)
Other comprehensive income |  | - |  | - |  | - |  | - |  | - |  | - |  | 180,410 |  | 180,410 |  | - |  | 180,410
Total comprehensive income |  | - |  | - |  | - |  | - |  | - |  | (12,246,972) |  | 180,410 |  | (12,066,562) |  | 1,729,229 |  | (10,337,333)
Transfers between reserves | 20 | - |  | - |  | 1,657,749 |  | 2,672,198 |  | - |  | (4,329,947) |  | - |  | - |  | - |  | -
Treasury shares-SOP | 20 | - |  | 2,965,789 |  | - |  | (2,972,450) |  | - |  | 6,661 |  | - |  | - |  | - |  | -
Dividends distributed |  | - |  | - |  | - |  | - |  | - |  | (27,900,000) |  | - |  | (27,900,000) |  | - |  | (27,900,000)
Increase in percentage held in subsidiaries |  | - |  | - |  | - |  | - |  | - |  | 24,143 |  | - |  | 24,143 |  | (47,020) |  | (22,787)
Dividends distributed to non-controlling interest | 21 | - |  | - |  | - |  | - |  | - |  | 36,052 |  | - |  | 36,052 |  | 96,624 |  | 132,676
Balance as of December 31, 2025 |  | 181,739,602 |  | - |  | 17,174,600 |  | 270,462,105 |  | 90,550,664 |  | 323,898,643 |  | (2,215,297) |  | 881,610,317 |  | 135,336,090 |  | 1,016,946,407

As of December 31, 2025, the share capital amounted to LEI 180,000,000, divided into 180,000,000 shares with a nominal value of LEI 1 per share, all issued shares were fully paid.

Following the Decisions of the AGM of 29.04.2022 and the AGM of 17.11.2023 and Decision no. 2 of 28.02.2025 of the Board of Directors of TTS, which approved the conclusion of the first stage of implementation of the SOP program, a number of 331,500 shares held by the Company, representing 0.18417% of the Company's share capital, were distributed free of charge, following the exercise of options, to employees and members of the management of TTS and its subsidiaries, who had an important contribution to the development of the TTS group. As of 31 December 2025, the Company no longer held treasury shares, these being distributed to those included in the first stage of the SOP program.

On April 30, 2025, the AGoA approved the distribution of dividends amounting to LEI 27,900,000, equivalent to LEI 0.155 per share, which were paid on June 16, 2025.

The inflated value of the share capital according to IAS 29 as a result of the restatement of the financial statements according to OMFP 2844/2016 is in the amount of RON 181,739,602.

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026, by:

STANCIU ION |  | FLORESCU NICOLETA
DIRECTOR GENERAL |  | DIRECTOR FINANCIAR

TTS (Transport Trade Services) S.A.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Share capital |  | Treasury Shares |  | Legal reserves |  | Other reserves |  | Revaluation reserves |  | Retained earnings |  | Translation reserve |  | Attributable to owners of the parent |  | Non-controlling interests |  | Total
Balance as of January 1, 2024 | 61,739,602 |  | - |  | 12,000,000 |  | 216,859,604 |  | 70,681,772 |  | 595,037,756 |  | (1,781,520) |  | 954,537,214 |  | 132,420,309 |  | 1,086,957,523
Profit for the year | - |  | - |  | - |  | - |  | - |  | 19,082,486 |  | - |  | 19,082,486 |  | 2,212,888 |  | 21,295,374
Other comprehensive loss | - |  | - |  | - |  | - |  | - |  | - |  | (614,187) |  | (614,187) |  | - |  | (614,187)
Revaluation reserve | - |  | - |  | - |  | - |  | 23,653,443 |  | - |  | - |  | 23,653,443 |  | - |  | 23,653,443
Deferred tax related to revaluation reserve | - |  | - |  | - |  | - |  | (3,784,551) |  | - |  | - |  | (3,784,551) |  | - |  | (3,784,551)
Total comprehensive income | - |  | - |  | - |  | - |  | 19,868,892 |  | 19,082,486 |  | (614,187) |  | 38,337,191 |  | 2,212,888 |  | 40,550,079
Transfers between reserves | - |  | - |  | 3,516,851 |  | 53,902,753 |  | - |  | (57,419,604) |  | - |  | - |  | - |  | -
Treasury shares | - |  | (2,965,789) |  | - |  | - |  | - |  | - |  | - |  | (2,965,789) |  | - |  | (2,965,789)
Share capital issued | 120,000,000 |  | - |  | - |  | - |  | - |  | (120,000,000) |  | - |  | - |  | - |  | -
Dividends distributed | - |  | - |  | - |  | - |  | - |  | (68,311,775) |  | - |  | (68,311,775) |  | - |  | (68,311,775)
Increase in percentage held in subsidiaries | - |  | - |  | - |  | - |  | - |  | 79,168 |  | - |  | 79,168 |  | (113,584) |  | (34,416)
Dividends distributed to non-controlling interest | - |  | - |  | - |  | - |  | - |  | - |  | - |  | - |  | (1,121,682) |  | (1,121,682)
Decrease in ownership of AGT | - |  | - |  | - |  | - |  | - |  | (159,326) |  | - |  | (159,326) |  | 159,326 |  | -
Balance as of December 31, 2024 | 181,739,602 |  | (2,965,789) |  | 15,516,851 |  | 270,762,357 |  | 90,550,664 |  | 368,308,706 |  | (2,395,707) |  | 921,516,684 |  | 133,557,257 |  | 1,055,073,941

On July 8, 2024, the operation to increase the Company's share capital by the amount of 120,000,000 lei without subscription and without contribution was completed, by incorporating the amount of RON 120,000,000 from the net profit obtained in previous years, recorded as retained earnings on December 31, 2023 and the counterpart issue of 120,000,000 shares with a nominal value of RON 1 each and the free distribution of 2 newly issued shares for each share held by the shareholders registered in the Shareholders' Register on the Registration Date, respectively August 27, 2024.

As of December 30, 2024, the share capital was RON 180,000,000 divided into 180,000,000 shares with a nominal value of RON 1. All issued shares are paid in full.

According to Decision from December 21, 2023, the Board of Directors established the first parameters of the SOP Program first stage comprising purchase of 331.500 free title shares of the Company ("Options"). The options share capital was granted to workers, management personnel, and subsidiaries who significantly aided in the growth of the TTS group. The company completed the buyback of its Treasury shares for the first stage, the number of own shares held as of December 31, 2024, being 331,500 shares.

During April 2024, dividends were distributed in the amount of RON 68,400,000 lei (68,311,775 lei actual distribution net of dividend attributable to treasury shares), respectively RON 1.14 per share on the distribution date. The dividend was paid on June 17, 2024.

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026, by:

STANCIU ION |  | NICOLETA FLORESCU
CEO |  | CFO

TTS (Transport Trade Services) S.A.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Notes |  | Year ended, December 31, 2025 |  | Year ended December 31, 2024
Cash flows from operating activities: |  |  |  |  |
Profit before taxation |  |  | (2,231,274) |  | 35,342,158
Adjustments for non-cash items: |  |  |  |  |
Depreciation, amortization, and impairment | 12 |  | 86,339,638 |  | 103,557,473
Reversal of impairment loss of property, plant and equipment | 12 |  | (1,317,082) |  | (2,596,930)
Share-based payment |  |  | - |  | -
Interest expense | 9 |  | 8,896,667 |  | 5,392,267
Interest income | 9 |  | (2,259,424) |  | (5,836,623)
Loss/ (Gain) from disposals of property plant and equipment | 7 |  | 2,366,192 |  | 1,274,606
(Reversal of)Estimated credit losses/Estimated credit losses | 7 |  | 2,502,800 |  | (6,433,490)
(Reversal of)/expenses with NRV for inventories | 7 |  | (965,588) |  | (544,829)
Net (Decrease)/(increase) in provision for risks and charges | 7 |  | 116,397 |  | (1,898,304)
Share of profit of associates | 8 |  | 231,144 |  | (269,608)
Net foreign exchange differences | 7 |  | 5,971,904 |  | 2,501,865
Income from government grants | 7 |  | (863,120) |  | (916,180)
Operating profit before working capital changes |  |  | 98,788,254 |  | 129,572,405
Changes in operating assets and liabilities: |  |  |  |  |
Decrease in trade and other receivables |  |  | (18,195,244) |  | 9,071,517
Decrease in inventories |  |  | 143,914 |  | 9,566,014
(Decrease) in trade and other payables |  |  | 7,483,523 |  | (31,062,262)
Cash generated from operations |  |  | 88,220,447 |  | 117,147,674
Interests paid | 22 |  | (8,896,667) |  | (5,392,267)
Income tax paid | 10 |  | (3,840,467) |  | (14,923,151)
Net cash flow from operations |  |  | 75,483,313 |  | 96,832,256
Investing activities: |  |  |  |  |
Purchases of tangible and intangible assets | 12 |  | (141,680,734) |  | (137,354,663)
Proceeds from sale of property plant and equipment |  |  | 5,849,019 |  | 1,536,116
Dividends cashed in from associates | 14 |  | 258,894 |  | 445,060
Interest received |  |  | 2,259,424 |  | 5,836,623
Government grants cashed in | 18 |  | - |  | 3,545,718
Withdrawal/ (Placement) of short-term deposits | 28 |  | - |  | 35,911,001
Net cash flow used in investing activities |  |  | (133,313,397) |  | (90,080,145)

TTS (Transport Trade Services) S.A.

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

| Notes |  | Year ended December 31, 2025 |  | Year ended December 31, 2024
Financing activities: |  |  |  |  |
Dividends paid | 20 |  | (27,875,280) |  | (68,311,775)
Proceeds from borrowings | 22 |  | 79,094,963 |  | 22,524,462
Repayment of borrowings | 22 |  | (39,151,220) |  | (23,187,385)
Dividends paid to non-controlling interests | 21 |  | - |  | (1,121,682)
Payments for acquisition of non-controlling interest |  |  | (22,874) |  | (34,417)
Payment of principal amounts of lease liabilities | 22 |  | (886,073) |  | (398,968)
Payments for purchase of treasury shares | 20 |  | - |  | (2,965,789)
Net Cash flow (used in)/ from financing activities |  |  | 11,159,516 |  | (73,495,554)
Net (decrease) / increase in cash and cash equivalents |  |  | 46,670,568 |  | 66,743,443
Cash and cash equivalents at the beginning of the year |  |  | 129,244,930 |  | 193,715,040
Net foreign exchange differences on cash and cash equivalents |  |  | (2,337,685) |  | 2,273,333
Cash and cash equivalents at the end of the year |  |  | 80,236,677 |  | 129,244,930

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026 by:

STANCIU ION |  | NICOLETA FLORESCU
CEO |  | CFO

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

1. GENERAL INFORMATION

TTS (Transport Trade Services) S.A. (hereinafter referred to as ‘the Company’), is a company incorporated in Romania, in 1997 having its registered office at no 27, Vaselor Street, Bucharest.

The core business of the Company is represented by activities related to transport. TTS (Transport Trade Services) S.A. operates as a sender of goods in domestic and international transport, on interior riverways, offering integrated/modular transport services.

The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries (together referred to as “Group” and individually as “Group entities”).

The consolidated financial statements of the Company as at and for the year ended December 31, 2025, were initially approved on March 31st, 2026.

Consolidation perimeter

TTS (Transport Trade Services) S.A. prepares consolidated financial statements for the year ended December 31, 2024. Consolidated financial statements include the financial statements of companies TTS SA („the Company”) and its subsidiaries: CNFR Navrom SA, Canopus Star SRL, TTS Porturi Fluviale SRL, TTS Operator SRL, Navrom Bac SRL, Navrom Shipyard SRL, Agrimol Trade SA, Decirom SA , Bunker Trade Logistic SRL, TTS (Transport Trade Services) GMBH, Superquatro Group SRL, Plimsoll Zrt and Fluvius Kft, Port of Fajzs kft known as “the Group”.

As of December 31, 2025 the Company owned directly or through other subsidiaries investments in the following entities:

Name of investment |  | Core Business |  | Place of establishment and operations |  | Type |  | December 31, 2025 |  | December 31, 2024
|  |  |  |  |  |  |  | % |  | %
CNFR Navrom SA |  | Transportation of goods on rivers |  | Galați, Romania |  | Subsidiary |  | 92.20191 |  | 92.1946
Canopus Star SRL |  | Handling of goods |  | Constanța, Romania |  | Subsidiary |  | 51 |  | 51
TTS Porturi Fluviale SRL |  | Handling of goods |  | Galați, Romania |  | Subsidiary |  | 100 |  | 100
TTS Operator SRL |  | Handling of goods |  | Constanța, Romania |  | Subsidiary |  | 90 |  | 90
Decirom S A |  | Handling of goods |  | Constanța, Romania |  | Subsidiary |  | 99.9393 |  | 99.93
Navrom Bac SRL |  | Transportation on rivers |  | Galați, Romania |  | Subsidiary |  | 92.20191 |  | 92.1946
Navrom Shipyard SRL |  | Repair and maintenance of ships and boats |  | Galați, Romania |  | Subsidiary |  | 92.20091 |  | 92.1936
Superquatro Group SRL |  | Hydrotechnical works |  | Galați, Romania |  | Subsidiary |  | 92.20091 |  | 92.1946

j

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

1. GENERAL INFORMATION (continued)

Name of investment |  | Core Business |  | Place of establishment and operations |  | Type |  | December31, 2025 |  | December31, 2024
|  |  |  |  |  |  |  | % |  | %
TTS (Transport Trade Services) Gmbh |  | Complementary activities related to transport |  | Austria |  | Subsidiary |  | 75 |  | 75
Plimsoll Zrt |  | Complementary activities related to transport |  | Budapesta, Ungaria |  | Subsidiary |  | 51 |  | 51
Fluvius Kft |  | Transportation of goods on rivers |  | Budapesta, Ungaria |  | Subsidiary |  | - |  | 51
Port of Fajsz Kft |  | Handling of goods |  | Fajsz, Ungaria |  | Subsidiary |  | 100 |  | 100
Agrimol Trade SA |  | Trading various products |  | București, Romania |  | Subsidiary |  | 94.9772 |  | 99.9772
Bunker Trade Logistics SRL |  | Complementary activities related to transport |  | Constanța, Romania |  | Subsidiary |  | 92.20191 |  | 92.1946
Transterminal-S SRL |  | Railway transportation of goods |  | Chișinau, Rep. Moldova |  | Associate |  | 20 |  | 20
Navrom Port Service SA |  | River transportation of goods |  | Galați, Romania |  | Associate |  | 49.98 |  | 49.98
GIF Leasing IFN |  | Finance lease |  | Bucuresti, Romania |  | Investment |  | 7.7014 |  | 7.7014

On October 1, 2025, the subsidiary Fluvius Kft was merged by absorption into the subsidiary Plimsoll Zrt, with Fluvius Kft being the absorbed entity.

GIF LEASING IFN is a limited liability entity, established in 2004, in which TTS (Transport Trade Services) SA holds 7.7014% of the share capital. The entity’s registered office is located at 24 Negustori Street, Bucharest. Its principal activity is related to leasing (CAEN code 6491). The company is currently in insolvency.

The Group does not exercise significant influence over GIF LEA SING IFN.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS, AS ADOPTED BY THE EU

A. Changes in accounting policy and disclosures

The standards/amendments that are effective and have been endorsed by the European Union

The accounting policies adopted are consistent with those of the previous financial year, except for the following IFRS Accounting Standard which has been adopted by the Group/Company as of 1 January 2025:

• IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2025.

The newly adopted IFRS Accounting St andard did not have a material impact on the Group’s/Company’s accounting policies.

B. Standards issued but not yet effective and not early adopted

B.1. The standards/amendments that are not yet effective, but have been endorsed by the European Union

• IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments (Amendments). In May 2024, the IASB issued amendments to the Classification and Measurement of Financial Instruments which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. Management has assessed that these amendments will not have a material impact.

• IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts Referencing Nature-dependent Electricity (Amendments). In December 2024, the IASB issued targeted amendments for a better reflection of Contracts Referencing Nature-dependent Electricity, which amended IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures and they become effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. Management has assessed that these amendments will not have a material impact.

• Annual Improvements to IFRS Accounting Standards – Volume 11. In July 2024, the IASB issued Annual Improvements to IFRS Accounting Standards – Volume 11. An entity shall apply those amendments for annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. Management has assessed that these amendments will not have a material impact.

• IFRS 18 Presentation and Disclosure in Financial Statements. In April 2024, the IASB issued the IFRS 18 - Presentation and Disclosure in Financial Statements which replaces IAS 1 - Presentation of Financial Statements and it becomes effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Group is currently assessing the impact that the amendments will have on the primary financial statements. Based on the analysis performed to date on the Group’s financial statements, the expected impact relates to the following:(a) a new disclosure note will be introduced regarding management performance measures;(b) interest paid will be classified within financing activities in the statement of cash flows;(c) the share of profit or loss from investments in associates will be reclassified to the investing result category in the consolidated statement of profit or loss;(d) the consolidated statement of profit or loss will be presented across three categories: operating, investing and financing.

• IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and expenses within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued operations. These categories are complemented by the requirements to present subtotals and totals for ‘operating profit or loss’, ‘profit or loss before financing and income taxes’ and ‘profit or losses’. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting standards. IFRS 18 is effective for reporting p eriods beginning on or after January 1, 2027, with earlier application permitted. Retrospective application is required in both annual and interim financial statements.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

B.2. The standards/amendments that are not yet effective and have not yet been endorsed by the European Union

• IFRS 19 Subsidiaries without Public Accountability: Disclosures (including amendments). In May 2024, the IASB issued the IFRS 19 - Subsidiaries without Public Accountability: Disclosures, and in August 2025 the IASB issued amendments to IFRS 19. IFRS 19 (including the amendments) becomes effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. Management has assessed that these amendments will not have a material impact.

• IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (Amendments). In November 2025, the IASB issued amendments to Translation to a Hyperinflationary Presentation Currency which amend IAS 21 The Effects of Changes in Foreign Exchange Rates, and they become effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. Management has assessed that these amendments will not have a material.

• Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. In December 2015, the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting.

3. MATERIAL ACCOUNTING POLICIES

3.1 Statement of compliance

The consolidated financial statements have been prepared in accordance with Order of the Minister of Public Finance No. 2844/2016 approving the accounting regulations compliant with International Financial Reporting Standards as adopted by the European Union, as subsequently amended.

Order of the Minister of Public Finance No. 2844/2016, as subsequently amended, is aligned with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), except for the provisions of IAS 21 The Effects of Changes in Foreign Exchange Rates regarding the functional currency, IAS 20 Government Grants regarding the recognition of income from green certificates, IFRS 15 Revenue from Contracts with Customers regarding the accounting treatment of connection fees to the distribution network, and the treatment of the minimum turnover tax.

3.2 Basis of preparation

The consolidated financial statements have been prepared at historic cost, except for certain property, plant and equipment which are measured at fair value, as described in the accounting policies. The historic cost is generally based on the fair value of the provision supplied in exchange for the assets.

The material accounting policies are presented below.

Going concern

The going concern principle. The Company operates according to the going concern principle. This principle assumes that the entity will continue its activity normally, without entering liquidation or significantly reducing its activity.

Presentation currency

These financial statements are presented in Romanian lei (RON), which is the Group's presentation currency, as well as the functional currency of the Company and the majority of the Group's subsidiaries. The financial statements are presented in RON, rounded to the nearest whole unit, with no decimal places. Transactions denominated in a currency other than the functional currency are translated into the functional currency at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are translated into RON at the exchange rate at that date. Non-monetary assets and liabilities measured at fair value in a foreign currency are translated into the functional currency at the closing rate at the date on which the fair value was determined. Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.

Realised and unrealised foreign exchange gains and losses are recog nised in profit or loss in the period in which they arise.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.2 Basis of preparation (continued)

The Group also includes entities whose functional currency is HUF or EUR, for which assets and liabilities are translated into RON at the exchange rate at the reporting date, and income and expenses are translated at the average exchange rate for the period. The resulting differences are recognised in other comprehensive income. The Group presents this effect in the statement of changes in equity as "Translation differences". In general, reclassification to profit or loss will occur only when required by IFRS.

The exchange rates applicable at 31 December 2025 and 31 December 2024 are:

| 31 decembrie 2025 |  | 31 decembrie 2024
EUR | 5.0985 |  | 4.9741
USD | 4.3417 |  | 4.7768

Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

- Expected to be realised or intended to be sold or consumed in the normal operating cycle

- Held primarily for the purpose of trading.

- Expected to be realised within twelve months after the reporting period, or

- Cash

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in the normal operating cycle.

• It is held primarily for the purpose of trading.

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Fair value measurement

The Group measures and recognizes at fair value ships (presented within ships category).

Also, fair values of financial instruments measured at amortized cost are estimated for disclosure purposes.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, if market participants act in their economic best interest.

A fair value measurement of a non-financial asset considers a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.3 Basis of preparation (continued)

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

- Level 1: market prices in active markets for identical assets or liabilities

- Level 2: inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

- Level 3: inputs are unobservable inputs for the asset or liability.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

External valuers are involved in the valuation of significant assets. The decision to engage external valuers is made annually by management. Selection criteria include market knowledge, reputation, independence and adherence to professional standards.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s policies by verifying the major inputs applied in the latest valuation and assessing the changes from the previous valuation.

For fair value disclosures, the Company has determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. Control is achieved when the Company:

• has the power over the investee.

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Company reassesses 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 listed above.

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the

Company’s voting rights in an investee are sufficient to give it power, including:

• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders.

• potential voting rights held by the Company, other vote holders or other parties.

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interest even if this results in the non-controlling interest having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group.

All intra-group transactions, balances, income, and expen ses are eliminated in full on consolidation.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.3 Basis of consolidation (continued)

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquirer’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Other non-controlling interests are initially measured at fair value. After acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Profit or loss and each component of the other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. The total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Group’s ownership interests in existing subsidiaries

Changes in the Group’s ownership interests in existing subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Group.

When the Group losses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of the retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and non-controlling interests

3.4 Goodwill

Where the assets of a subsidiary are measured at revalued amount or fair value, the related accumulated gains or losses are recognised in the revaluation reserve within other comprehensive income. As property, plant and equipment measured at fair value are disposed of, the revaluation reserve attributable to the respective asset is transferred to retained earnings.

The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquire and the fair value of the acquirer’s previously held interest in the acquire (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

For impairment testing, goodwill is allocated to each of the Group’s cash generating units (or groups of cash generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than it’s carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized dire ctly in the profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.5 Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group’s share of the profit or loss and other comprehensive income of the associate.

Upon disposal of an associate that results in the Group losing significant influence over that associate, any retained investment is measured at fair value at that date, and the fair value is regarded as its fair value on initial recognition as a financial asset in accordance with IFRS 9. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate

3.6 Revenue from contracts with customers

Revenue for all businesses is recognized when the performance obligation has been satisfied, which happens upon transfer of control to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for the goods and services.

Group implemented the following 5 (five) steps of analysis in revenue recognition:

1) Identify contract with a customer.

2) Identify the performance obligations in the contract. Performance obligations are promises in a contract to deliver goods or services that are distinct to customers.

3) Determine the transaction price, net of discounts, returns, sales incentives and value added tax, which an entity is entitled to obtain as compensation for the delivery of goods or services promised in the contract

4) Allocate the transaction price to each performance obligation based on the relative stand-alone selling prices of each distinct goods or services promised in the contract. When this cannot be observed directly, the relative stand-alone selling price is estimated based on expected cost-plus margin.

5) Recognize revenue when performance obligation has been fulfilled by delivering the promised goods or services to the customer (when the customer has control over the goods or services).

The Group recognizes revenue from the following major sources:

1) from logistic services

2) from sales of goods

3) from construction contracts

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.6 Revenue from contracts with customers (continued)

Revenue from sale of goods/ merchandises is recognized when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods.

Revenues from logistics services are recognized over time as the customer benefits from the entity's performance as the services are rendered.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.

The revenue is measured according to the contractual considerations. Revenue from sales is reduced for returns, commercial rebates, and other similar reductions. The basic rule is that prices/tariffs are calculated based on costs + profit, under market conditions. Port prices are more stable, contracted mostly on a yearly basis but usually same over a longer period. Tariffs for transport are more stable for minerals and part of chemicals, i.e. contracts valid one year (or more), spot contracts are calculated according to the basic rule. Tariffs for grains are agreed for main volumes, basis on one-year long contract, level of tariffs being higher during season (July – December) and lower for off-season (January-June); spot contracts follow the basic rule.

Contract considerations for transport performance obligations are adjusted with BAF (bunker adjustment fee) and LWS (low water surcharge).

The company has the follow ing revenue streams:

3.6.1. Revenue from logistic services

Revenue from logistic services (transport, expedition, port operations) are recognised over time according to the contractual conditions:

Revenue from logistic services is recognized as the transportation is performed based on the following documents:

- freight documents (bill of lading, other related transport documents)

- Documents attesting to the unloading operation from transport vehicles like barges, maritime ships or loading operation of loading the commodities (tally upon unloading / Out Turn Report – OTR / draft unloading survey)

- For the transportation services in progress at year end- the revenue is recognized over time as it is and the value recognized is based on data related to the position of the ships at year end

The Group has generally concluded that it is the principal in its revenue arrangements, because it typically assumes responsibility for the services to the final customer, negotiates price and assumes risk of non-payment.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.6 Revenue from contracts with customers (continued)

3.6.1 Revenue from logistic services

Revenues are reflected in the forwarding segment (revenues generated by TTS (Transport Trade Services) SA, Plimsoll zrt Hungary and TTS (Transport Trade Services) Gmbh Austria), the river transport segment (revenues generated by CNFR NAVROM SA and Navrom Bac SRL) and port operation segment (revenues generated by Canopus Star SRL,TTS Operator SRL and Decirom, subsidiaries from Constanta, the subsidiary TTS Porturi Fluviale SRL from Galati and Port of Fajsz kft from Hungary) detailed in Note 11.

The forwarding segment is mainly involved in contracting the final clients and subcontracting the work to be performed by transportation suppliers mainly from the fluvial segment, but also third parties. Port operations are also doing services for the first two segments but also for other third parties’ clients. Revenues are recognized over time in line with contractual terms

3.6.2 Sale of goods

Revenue from sale of goods is recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the good at the customer’s location. The normal credit term is 30 to 90 days upon delivery.

3.6.3 Revenues from construction contracts

Revenue and costs for construction contracts in Navrom Shipyard are recognized at a point in time when delivered to client based on acceptance from the beneficiary. As the project is executed, costs are capitalized as work in progress.

The Group uses the option given by the standard not to present signed and uncompleted contracts as of December 31, 2025, and December 31, 2024.

The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated. In determining the transaction price for the sale of goods and services rendered, the Group considers the effects of variable consideration, existence of a significant financing component, non-cash consideration, and consideration payable to the customer (if any).

Variable consideration

If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods/services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. The rights of penalties give rise to variable consideration.

Some customer contracts for transportation services include penalties clauses to be invoiced to client for costs incurred when client does not bring the goods at the established place for transportation timely and there are costs incurred by TTS Group for waiting. These revenu es are recognized when such delays occur, and the penalties are invoiced to the client.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.6 Revenue from contracts with customers (continued)

3.6.4 Revenues from construction contracts (continued)

Contract assets

A contract asset is initially recognized for revenue earned from rendered services because the receipt of consideration is conditional on successful completion of the service. Upon completion of the service and acceptance by the customer, the amount recognized as contract assets is reclassified to trade receivables.

Contract assets are subject to impairment assessment. Refer to accounting policies on impairment of financial assets.

Contract liabilities

A contract liability is recognized if a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., executes the transportation service for the customer).

3.7 Post-employment benefit costs

Share based payments

Employees (senior executives and key personnel) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognized in payroll expenses, together with a corresponding increase in other reserves in equity, over the period in which the service conditions and, where applicable, the performance conditions are fulfilled (the vesting period).

If the equity instruments granted vest immediately, the counterparty is not required to complete a specified period of service before becoming unconditionally entitled to those equity instruments. In the absence of evidence to the contrary, the entity shall presume that services rendered by the counterparty as consideration for the equity instruments have been received. In this case, on grant date, the entity shall recognize the services received in full, with a corresponding increase in equity.

The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in payroll. For transactions measured by reference to the fair value of the equity instruments granted, the Group measures the fair value of equity instruments granted at the measurement date, based on market prices if available, considering the terms and conditions upon which thos e equity instruments were granted.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.8 Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.

The Group’s policy is to establish tax provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such tax provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective Group’s domicile. As the Group assesses the probability for litigation and subsequent cash outflow with respect to taxes as remote, no contingent liability has been identified.

Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

A. Current tax

The tax currently payable is based on the taxable profit of the year. Taxable profit differs from the ‘profit before tax’ as reported in the consolidated statement of profit and loss, as it excludes the elements of income and expenses that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s current income tax liability is calculated using tax rates that have enacted or substantively enacted by the end of the reporting period.

Companies with a turnover exceeding EUR 50 million are required to pay a minimum turnover tax (IMCA) of 1%, which is due when the quarterly/annual corporate income tax calculated falls below the minimum threshold or when the quarterly/annual taxable result (before the recovery of losses from prior years) is a loss. The minimum turnover tax is treated as a current income tax expense in accordance with OMFP 2844/2016, as subsequently amended. Under the updated legislation, the rate has been reduced to 0.5% in 2026 and will be eliminated as of 1 January 2027.

B. Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the Romanian laws that have been enacted or substantively enacted by the reporting date (2025 and 2024: 16%).

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis, or their tax assets and liabilities will be realized simultaneously.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.8 Taxation (continued)

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.9 Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible into known amounts of cash, and which are subject to an insignificant risk of change in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

3.10 Non-Reimbursable Government Grants

Receivables are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Non-refundable government grants, the principal condition of which is that the Group should purchase, construct or otherwise acquire non-current assets, are recognised as deferred income in the statement of financial position and presented as "investment grants". The deferred income is amortised to the statement of comprehensive income on a systematic and rational basis over the useful lives of the related assets, or when the assets acquired from the grant become obsolete or are disposed of.

3.11 Property, plant, and equipment

Land and buildings held to be used in the production or supply of goods or services or for administrative purposes are stated in the consolidated statement of financial statements at their cost less accumulated depreciation and accumulated impairment losses.

Tangible assets in progress that will be used in production or in administration are stated at cost less any impairment. Costs include professional fees and, in case of qualifying assets, borrowing costs capitalized in accordance with the Group’s accounting policies. Such assets are classified under such categories of tangible assets when completed or ready for use for the purpose they were intended. The depreciation of such assets, on the same basis as other owned assets, commences when the assets are ready for use as intended by the management.

Land is not depreciated.

The depreciation of the property plant and equipment items is recorded in the statement of comprehensive income through the profit and loss of the year.

The depreciation commences when the assets are ready for their intended use.

Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment losses. For ships, included in Plant and equipment, the revaluation model is used. They are depreciated on the estimated useful life of these assets which are subject to rev aluation with sufficient regularity, report being issued by an independent member of ANEVAR.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.11 Property, plant, and equipment (continued)

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when tit is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Depreciation is recognized so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is no longer recognized further to its assignment or when no future economic benefits are expected from the continued use of the asset. Any gain or loss resulting from the assignment or disposal of an item of property, plant and equipment is determined as the difference between proceeds from sales and the carrying value of the asset and is recognize d in the Group’s profit or loss.

The average useful life of each category of property, plant and equipment is presented as follows:

| Years
Buildings | 3 – 60
Plant and equipment | 2 – 30
Fixtures and furniture | 2 – 16
Ships | 8 - 20
Right-of-use assets | 10 - 30

3.12 Intangible assets purchased separately.

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated depreciation amortization and accumulated impairment losses. Amortization is calculated on a straight-line basis throughout the useful life. The estimated useful life and the amortization method are revised at the end of each reporting period, effecting changes in the future accounting estimates.

The following useful lives are used in the calculation of amortization:

| Years
Software | 1 – 5

3.13 Impairment of tangible and intangible assets other than goodwill

Intangible assets with an indefinite useful life and the intangible assets that are not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

At the end of each reporting period, the Group reviews the carrying amount of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to det ermine the extent of the impairment loss (if any).

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.13 Impairment of tangible and intangible assets other than goodwill(continued)

Where the asset does not generate cash, inflows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where there can be identified a consistent allocation basis, the Group’s corporate assets are also allocated to individual cash generating units or to the smallest group of cash generating units for which a consistent allocation basis can be identified.

The recoverable value means the highest of fair value minus sale costs and its value in use. When measuring the value in use, estimated future cash flows are discounted at their current value by using a discount rate determined prior to taxation, which reflects the current market assessments of the time value of money and the risks specific to the asset for which the estimates related to future cash flows have not been adjusted.

If the recoverable value of an asset (or cash-generating unit) is estimated to be lower than its carrying value, then the carrying value of the asset (or the cash-generating unit) is reduced to the level of the recoverable value. Impairment is recognized immediately in profit or loss, if the relevant asset is not registered at a re-measured value, in which case the impairment is treated as reduction of re-measurement.

When an impairment loss is subsequently reversed, the carrying amount of the asset (cash generating unit) is increased to the revised estimate of its recoverable value, but so that the increased carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had been recognized for the respective asset (cash generating unit) in the prior years. A reversal of the impairment loss is immediately recognized in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

3.14 Inventories

Inventories are stated at the lower of cost and net realizable value. Costs, including a part corresponding to the fixed and variable expenses are allocated to the inventories held through the method that is most adequate to the respective class of inventories, the weighted average basis. Net realizable value represents the sale price estimated for inventories less all the costs estimated for completion and the costs pertaining to the sale.

3.15 Provisions

It is the Group's policy to establish provisions, based on reasonable estimates, for the possible consequences of audits carried out by the tax authorities in the jurisdictions in which it operates. The amount of such provisions depends on various factors, such as the experience of previous tax audits and the differing interpretations of tax regulations by the taxable entity and the competent tax authority.

Such differences in interpretation may arise across a wide variety of matters, depending on the conditions prevailing in the jurisdictions in which the Group operates. As the Group assesses that the probability of disputes arising and of subsequent cash outflows for the payment of taxes is unlikely, no contingent liability has been recognised.

Provisions are recognized when the Group has a present obligation (legal or implicit) as a result of a past event, and it is probable that an outflow of resources incorporating economic benefits will be required to settle that obligation and a reliable estimate of the value of the obligation may be made.

The value recognized as provision is the best estimate of the counter value required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties related to the obligation. When a provision is measured using the cash flows estimated to settle the pres ent obligation, the carrying value thereof is the present value of such cash flows (if the effect of the time value of money is material).

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.15 Provisions (continued)

When expected that some of or all the economic benefits required to settle a provision be recovered from third parties, then the receivable is recognized as asset if it is almost certain that the repayment will be collected, and the value of the receivable can be reliably assessed.

Taxation provisions

The Group records current tax provision relating to management’s assessment of the amount of tax payable on open tax positions where the liabilities remain to be agreed with the Romanian Tax Authorities. Uncertain tax items for which a provision is made, relate principally to the interpretation of tax legislation regarding arrangements entered into by the Group. Due to the uncertainty associated with such tax items, there is a possibility that, on conclusion of open tax matters at a future date, the outcome may differ significantly. There is no such open issue with the tax authorities for the Group as of December 31, 2025, for which a provision would be needed

Onerous contracts

Present obligations generated under onerous contracts are recognized and measured as provisions.

A contract is onerous when the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it.

Warranties

Provisions for estimated costs of guaranteed obligations according to local legislation concerning the sale of goods are recognized on the date when the relevant products are sold, at the best estimate made by the management as regards the expenses required to settle the Company’s obligation.

3.16 Use of estimates

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Critical accounting judgements

The following are the critical judgements that the management has used in applying the Group’s accounting policies and which have a significant impact on the carrying values recognized in the financial statements.

i) Recognition of revenue from logistics services

At the end of each reporting period, the Group reviews the status of services in progress and recognises revenue from contracts with customers based on the percentage of com pletion of each service.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.16 Use of estimates (continued)

ii) Useful life of tangible and intangible assets

The Company revises the estimated useful life of tangible and intangible assets and the residual values of ships at the end of each annual reporting period. The useful lives are presented in Note 3.12 tangible and intangible accounting policies.

iii) Impairment assessment.

At the end of each reporting period, the Group assesses each cash-generating unit for indicators of impairment and, where necessary, performs impairment analyses to determine whether an impairment loss exists. These analyses include market-related information and management’s expectations regarding the future development of the business, taking into account market conditions and the strategy for the forthcoming period.

3.17 Application of IFRS 9 Financial Instruments

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

All recognized financial assets are measured subsequently in their entirety at either amortized cost or fair value, depending on the classification of the financial assets. Financial assets resulting from the main operations of the company are presented as Trade receivables while receivables from secondary operations like sale of ships (PPE) are presented as sundry debtors.

(i) Amortized cost and effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period.

For financial assets other than purchased or originated credit-impaired financial assets (i.e. assets that are credit-impaired on initial recognition), the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated by discounting the estimated future cash flows, including expected credit losses, to the amortized cost of the debt instrument on initial reco gnition.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.17 Application of IFRS 9 Financial Instruments (continued)

(i) Amortized cost and effective interest method (continued)

The amortized cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortized cost of a financial asset before adjusting for any loss allowance.

Interest income is recognized using the effective interest method for debt instruments measured subsequently at amortized cost.

For financial assets other than purchased or originated credit-impaired financial assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognized by applying the effective interest rate to the amortized cost of the financial asset. If, in subsequent reporting periods, the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognized by applying the effective interest rate to the gross carrying amount of the financial asset.

For purchased or originated credit-impaired financial assets, the Group recognizes interest income by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial asset subsequently improves so that the financial asset is no longer credit impaired.

Interest income is recognized in profit or loss and is included in the Net of finance cost/ income line item.

(ii) Impairment of financial asset

The Group always recognizes lifetime expected credit losses (ECL) for trade receivables, contract assets and lease receivables.

Expected credit losses are estimated using a provision matrix based on the Group’s historical credit loss experience, adjusted for debtor-specific factors, general economic conditions and an assessment of both current and forecast conditions at the reporting date, including the time value of money, where applicable.

(iii) Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities.

Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue costs.

The repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchas e, sale, issue or cancellation of the Company’s own equity instruments.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.17 Application of IFRS 9 Financial Instruments (continued)

(ii) Financial liabilities and equity (continued)

When the Group exchanges with the existing lender one debt instrument for another with substantially different terms, this exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for a substantial modification of the terms of an existing liability or part thereof as an extinguishment of the original financial liability and the recognition of a new liability. The terms are considered to be substantially different if the present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate, differs by at least 10% from the present value of the remaining cash flows of the original financial liability. If the modification is not substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash flows after the modification is recognised in profit or loss as a modification gain or loss within the line item ‘Other gains and losses.

3.18 Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration.

Group as a lessee

i) Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in note 3 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 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 a nd payments of penalties for terminating the lease, if the lease term reflects the Group’s exercising the option to terminate.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.18 Leases (continued)

ii) Lease liabilities (continued)

Variable lease payments that do not depend on an index or a rate are recognised as expenses 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 re measured 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.

iii) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

3.19 Contingent assets and liabilities

A contingent liability is:

- a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

- a present obligation that arises from past events that is not recognized because:

a. it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

b. the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recognized in the Group’s financial statements but disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

A contingent asset is not recognized in t he Group’s financial statements but disclosed when an inflow of economic benefits is probable.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

3. MATERIAL ACCOUNTING POLICIES (continued)

3.20 Segment reporting

An operating segment is a component of an entity: that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same entity) whose operating results are reviewed regularly by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.

Reportable segments are operating segments or aggregations of operating segments that meet specified criteria:

- its reported revenue, from both external customers and intersegment sales or transfers, is 10 per cent or more of the combined revenue, internal and external, of all operating segments, or

- the absolute measure of its reported profit or loss is 10 per cent or more of the greater, in absolute amount, of (i) the combined reported profit of all operating segments that did not report a loss and (ii) the combined reported loss of all operating segments that reported a loss, or

- its assets are 10 per cent or more of the combined assets of all operating segments.

If the total external revenue reported by operating segments constitutes less than 75 per cent of the entity's revenue, additional operating segments must be identified as reportable segments (even if they do not meet the quantitative thresholds set out above) until at least 75 per cent of the entity's revenue is included in reportable segments.

Settlement prices among segments are set objectively.

The results, assets and liabilities related to a segment include elements that may be allocated directly to one segment, and elements that may be allocated on a reasonable basis.

Capital expenses related to a segment represent the total costs registered over the period for purchasing tangible and intangible assets.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

4. REVENUE FROM CONTRACTS WITH CUSTOMERS

The following is an analysis of the Group’s revenue for the year from continuing operations:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Revenue from rendering of services | 586,803,919 |  | 686,687,246
Revenue from sales of merchandises | 41,174,614 |  | 34.162.954
Revenue from other activities | 23,027,098 |  | 12.896.730
Revenues from sales of finished products | 287,438 |  | 48,342
Total | 651,293,069 |  | 733,795,272
Revenue from segment information (note 11) | 651,293,069 |  | 733,795,272
Other operating revenue (note 11) | 3,824,350 |  | 7,827,199
Total | 655,135,419 |  | 741,622,471

For more details, please see also note 11 Segment revenue. Other operating revenues relates to variable considerations from contracts with customers, mainly penalties. Revenue from other activities primarily comprises sales of scrap metal resulting from ship dismantling, as well as ancillary services related to core operations, including ships handling in ports

The following table classifies the proceeds from t he sale of services in 2025 according to the timing of revenue recognition:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Revenue recognized over time | 580,572,821 |  | 688,546,922
Revenues recognized at a point in time (merchandise, finished goods, construction) | 74,562,598 |  | 53,075,549
Total | 655,135,419 |  | 741,622,471

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

5. ADMINISTRATIVE EXPENSES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Electricity expenses | 7,485,655 |  | 7,646,683
Repairs | 9,900,311 |  | 15,346,202
Rent expenses | 3,054,820 |  | 7,601,483
Insurance expenses | 6,760,434 |  | 7,087,733
Training | 593,248 |  | 608,134
Transportation services | 2,888,763 |  | 4,059,449
Legal Expenses | 820,450 |  | 775,827
Advertising and marketing expenses | 1,256,867 |  | 1,818,900
Travel expense | 713,419 |  | 567,122
Communication expenses | 1,229,576 |  | 1,312,031
Other taxes, charges and similar expenses | 4,382,994 |  | 3,965,824
Total | 39,086,537 |  | 50,789,388

Rental expenses relate to short-term leases of barges, cranes and pontoons for port operations, as required based on operational needs.

6. PAYROLL EXPENSES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Salaries and allowances expenses | 152,749,924 |  | 181,305,124
Insurance contribution for work | 3,675,007 |  | 4,671,567
Other expenses regarding insurance and social protection | 5,583,534 |  | 7,127,425
Meal tickets | 5,881,990 |  | 7,169,011
| 167,890,455 |  | 200,273,127
Board Members executive and non-executive | 4,250,106 |  | 4,074,731
|  |  | -
Total | 172,140,561 |  | 204,347,858

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

7. OTHER GAINS AND LOSSES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Other income | 3,395,167 |  | 4,925,842
Net income with currency differences | - |  | 2,501,864
Reversal of impairment losses on property, plant and equipment (Note 12) | 1,317,082 |  | 2,596,930
Estimated credit losses reversal trade receivables/ sundry debtors | - |  | 6,433,490
Net realizable value reversal for inventories | 965,588 |  | 544,829
Net income / (expenses) from provisions for risks and charges | - |  | 1,898,304
Total | 5,677,838 |  | 18,901,259

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Net foreign exchange loss | (4,419,625) |  | -
Estimated credit losses trade receivables/ sundry debtors | (2,502,800) |  | -
Net income / (expenses) from provisions for risks and charges | (116,397) |  | -
Other expenses | (6,244,757) |  | (6,905,770)
Loss on disposal of property, plant and equipment | (2,366,192) |  | (1,274,606)
Total | (15,629,771) |  | (8,180,376)

Other administrative expenses mainly relate to contractual penalties.

Income from the reversal of adjustments for fixed assets includes reversals of provisions for assets that were in conservation and were sold or scrapped.

Reversals of impairment allowances on current assets relate to recoveries recognized during the financial year 2025.

Net income / (expenses) from provisions for risks and charges mainly refers to the provision for employee benefits for which the amount and timing of paymen t is not certain.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

8. SHARE OF PROFIT OF ASSOCIATES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Share of (loss)/profit from associates | (154,777) |  | 269,608
Other financial (costs)/ income | (3,180) |  | (561,143)
Total | (157,956) |  | (291,535)

The share of the profit of associates represents the gain for the current year from recording the investments through the equity method.

For further details regarding financial investment gain please see note 14.

9. FINANCE INCOME

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Interest income | 2,275,429 |  | 5,836,623
Total | 2,275,429 |  | 5,836,623

FINANCE COSTS

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Bank fees | (919,289) |  | (888,326)
Interests on borrowings | (5,344,326) |  | (5,356,673)
Interest on lease liabilities related to right-of-use assets | (3,352,341) |  | (35,594)
Exchange rate differences from financing activities | (1,552,280) |  | (1,672)
Total | (11,368,235) |  | (6,282,265)

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

10. INCOME TAX

The tax rate applied for the reconciliation above for the years 2025 and 2024 is 16% in Romania.

| Temporary differences |  | Deferred tax amount |  | Temporary differences |  | Deferred tax amount
2025 |  | 2025 |  | 2024 |  | 2024
Property plant and equipment | (119,925,537) |  | (19,188,586) |  | (126,922,319) |  | (20,307,571)
Provision | 3,771,319 |  | 603,411 |  | 3,654,926 |  | 584,788
Trade and other receivables | 1,121,775 |  | 179,484 |  | 445,375 |  | 71,260
Tax liabilities | - |  | (18,405,691) |  | - |  | (19,651,523)

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Current tax expense (note 10.2) | 9,532,300 |  | 14,398,605
Expenses with deferred tax recognized in the current year (note 10.1) | (1,245,832) |  | (351,821)
Total | 8,286,469 |  | 14,046,784

The tax rate applied for the reconciliation above for the years 2025 and 2024 is 16% in Romania.

During the year 2025 the Group compensated amount from current income tax with RON 4,167,184 (2024: RON 24,561,037) amount from VAT liability following compensations decisions issued by State Authorities.

In addition, the Group obtained tax incentives related to corporate income tax amounting to RON 266,847.

As of December 31, 2025, the Group has income tax payable of RON 934,539 (2024: RON 705,657) and a receivable representing recoverable profit tax, in the amount of RO N 11,337,174 (2024: RON 12,366,084) resulting from the application of the advance payment system for corporate tax.

10.1 Details regarding deferred tax

|  | Year ended December 31, 2025 |  | Year ended December 31, 2024
| Balance as of January 1 deferred tax liabilities | 19,651,523 |  | 16,218,793
| Deferred tax impact related to revaluation reserves | - |  | 3,784,551
| Expense / (Revenue) in the period: - generated by the revaluation reserves | (1,118,985) |  | (602,370)
| - provisions and other receivables | (126,847) |  | 250,549

Total impact – Profit and Loss account | (1,245,832) |  | (351,821)
Balance as at December, 31 deferred tax liabilities | 18,405,691 |  | 19,651,523

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

10. INCOME TAX (continued)

10.2 Details regarding income tax

| Year ended December 31, 2025 |  | Year ended December 31, 2024
(Loss)/Profit before tax | (2,231,274) |  | 35,342,158
Income tax calculated at 16% | (357,004) |  | 5,654,745
Tax effects of non- deductible expenses | 1,585,372 |  | 2,235,033
Tax Effects of income that are exempt from taxation | (1,790,551) |  | (402,005)
Tax Effects of other elements | 1,214,918 |  | 83,569
Effect of other expense-related items | (123,740) |  | -
Tax credit | (1,474,998) |  | (2,288,121)
IMCA effect | 2,684,442 |  | 2,740,213
Deferred tax asset related to tax loss, unrecognized | 6,548,030 |  | 6,023,350
Income tax in respect of the current year | 8,286,469 |  | 14,046,784

A tax credit represents a bonification received from the state in accordance with Romanian law OUG 33/2020 and 153/2020 relating to reinvested profit, sponsorships and bonuses based on the evolution of equity.

As of 31 December 2025, CNFR Navrom subsidiary had fiscal losses amounting to RON 24,349,514 arising in 2025, which may be used to reduce taxable profit by up to 70% of its amount during the period 2026–2030, and RON 32,619,428 arising in 2024, which may be utilized during the period 2025–2029.

The line relating to the IMCA effect above represents the corporate income tax expense recognized by CNFR Navrom in accordance with the tax legislation providing for a minimum corporate incom e tax of 1% of turnover for companies with turnover exceeding EUR 50 million. CNFR Navrom was subject exclusively to IMCA, as its activity generated a tax loss

10. SEGMENT INFORMATION

The Group’s core business is transportation of goods on the Danube and other complementary services related to the transportation of goods such as handling of goods, loading and unloading, storage.

Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance focuses on the type of activities - forwarding, river transport, operations services, and other services (repairs of the transportation fleet, distribution of different goods (timber), hydro-construction, bunker services.

Finance costs, finance income, share of profit in associates are not allocated to individual segments as the underlying instruments are managed on a group level.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

11. SEGMENT INFORMATION (continued)

Segment revenue and results

The following is an analysis of the Group’s revenue and results from continuing operations by reportable segment:

2025 | Total |  | Forwarding |  | River transport |  | Port operations |  | Other |  | Intersegments
Revenue | 651,293,069 |  | 444,521,617 |  | 288,116,885 |  | 137,514,576 |  | 66,074,787 |  | (284,934,796)
Other operating revenue | 3,842,350 |  | 1,628,243 |  | 2,733,680 |  | 519,410 |  | 9,255 |  | (1,048,238)
Merchandise sold | (34,826,448) |  | - |  | (184,040) |  | - |  | (34,642,408) |  | -
Raw materials and consumables | (72,084,476) |  | (265,674) |  | (58,697,423) |  | (9,517,672) |  | (3,659,904) |  | 56,197
Depreciation and amortization | (86,339,638) |  | (5,283,124) |  | (48,043,716) |  | (29,527,708) |  | (3,485,090) |  | -
Packaging costs | (4,043) |  | - |  | (2,391) |  | (1,652) |  | - |  | -
Subcontractors’ expenses | (233,682,294) |  | (378,151,647) |  | (90,777,286) |  | (25,531,071) |  | (11,019,342) |  | 271,797,052
Payroll expenses | (172,140,561) |  | (16,756,070) |  | (81,369,173) |  | (55,289,419) |  | (18,725,899) |  | -
Electricity, heating, and water | (7,485,656) |  | (230,095) |  | (1,914,640) |  | (4,527,985) |  | (886,385) |  | 73,449
Maintenance and repair expenses | (9,900,312) |  | (2,093,73) |  | (11,745,499) |  | (3,869,195) |  | (339,288) |  | 8,147,343
Other expenses | (21,700,569) |  | (3,733,431) |  | (9,885,598) |  | (9,818,026) |  | (2,798,757) |  | 4,535,243
Other gains | 6,375,845 |  | 1,437,111 |  | 1,546,675 |  | 2,270,186 |  | 1,451,381 |  | (329,508)
Other loss | (16,327,778) |  | (5,342,440) |  | (9,800,058) |  | (1,574,962) |  | (1,025,991) |  | 1,415,673
Total operating result | 7,019,489 |  | 35,730,817 |  | (20,022,584) |  | 646,482 |  | (9,047,641) |  | (287,585)
Share of profit of associates | (157,956) |  |  |  |  |  |  |  |  |  |
Finance income | 2,275,428 |  |  |  |  |  |  |  |  |  |
Finance costs | (11,368,235) |  |  |  |  |  |  |  |  |  |
Profit of the year from continuing operations | (2,231,274) |  |  |  |  |  |  |  |  |  |
Income tax expenses | (8,286,469) |  |  |  |  |  |  |  |  |  |
Profit of the year | (10,517,743) |  |  |  |  |  |  |  |  |  |

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

11. SEGMENT INFORMATION (continued)

Segment revenue and results

2024 | Total |  | Forwarding |  | River transport |  | Port operations |  | Other |  | Intersegments
Revenue | 733,795,272 |  | 535,373,622 |  | 346,900,524 |  | 153,113,475 |  | 65,256,100 |  | (366,848,449)
Other operating revenue | 7,827,199 |  | 6,363,027 |  | 6,164,681 |  | 599,976 |  | 149,599 |  | (5,450,084)
Merchandise sold | (27,808,623) |  | - |  | (246,617) |  | - |  | (27,562,006) |  | -
Raw materials and consumables | (88,032,064) |  | (270,427) |  | (70,921,626) |  | (12,654,421) |  | (4,266,471) |  | 80,881
Depreciation and amortization | (103,557,473) |  | (4,348,283) |  | (62,524,453) |  | (33,662,572) |  | (3,022,165) |  | -
Packaging costs | (4,287) |  | - |  | (1,673) |  | (2,238) |  | (376) |  | -
Subcontractors’ expenses | (241,724,327) |  | (443,818,773) |  | (103,136,309) |  | (32,217,784) |  | (7,861,108) |  | 345,309,647
Payroll expenses | (204,347,858) |  | (17,138,531) |  | (113,369,542) |  | (59,006,727) |  | (14,833,058) |  | -
Electricity, heating and water | (7,646,684) |  | (196,114) |  | (2,099,509) |  | (4,499,437) |  | (906,394) |  | 54,770
Maintenance and repair expenses | (15,346,203) |  | (2,261,585) |  | (18,388,546) |  | (6,835,546) |  | (399,603) |  | 12,539,077
Other expenses | (27,796,501) |  | (4,293,392) |  | (10,871,531) |  | (15,202,800) |  | (6,521,368) |  | 9,092,590
Other gains | 19,587,369 |  | 4,372,553 |  | 12,404,132 |  | 4,166,977 |  | 1,123,239 |  | (2,479,532)
Other loss | (8,866,486) |  | (6,951,326) |  | (3,920,537) |  | (2,356,847) |  | (1,112,075) |  | 5,474,299
Total operating result | 36,079,335 |  | 66,830,771 |  | (20,011,006) |  | (8,557,944) |  | 44,314 |  | (2,226,800)
Share of profit of associates | (291,535) |  | - |  | - |  | - |  | - |  | -
Finance income | 5,836,623 |  | - |  | - |  | - |  | - |  | -
Finance costs | (6,282,265) |  | - |  | - |  | - |  | - |  | -
Profit of the year from continuing operations | 35,342,158 |  |  |  |  |  |  |  |  |  |
Income tax expenses | (14,046,784) |  |  |  |  |  |  |  |  |  |
Profit of the year | 21,295,374 |  |  |  |  |  |  |  |  |  |

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

11. SEGMENT INFORMATION (continued)

Segment revenue and results (continued).

The Group’s analysis of revenue and results from continued operations by reportable segments is presented below:

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 3.

2025 | TOTAL |  | Forwarding |  | River transport |  | Port operations |  | Others |  | Intersegments
Total | 651,293,069 |  | 444,521,617 |  | 288,116,885 |  | 137,514,576 |  | 66,074,787 |  | (284,934,796)
Services - Agricultural products | 147,476,719 |  | 110,428,162 |  | 62,391,532 |  | 62,615,815 |  | - |  | (87,958,790)
Services - Chemical Products | 93,217,799 |  | 67,375,721 |  | 44,391,928 |  | 40,414,999 |  | - |  | (58,964,849)
Services - Minerals | 268,746,595 |  | 235,677,986 |  | 121,699,952 |  | 28,182,613 |  | - |  | (116,813,955)
Other transportation services | 26,352,227 |  | - |  | 26,352,227 |  | - |  | - |  | -
Other services | 115,499,729 |  | 31,039,749 |  | 33,281,246 |  | 6,301,149 |  | 66,074,787 |  | (21,197,201)
2024 | TOTAL |  | Forwarding |  | River transport |  | Port operations |  | Others |  | Intersegments
Total | 733,795,272 |  | 535,373,622 |  | 346,900,524 |  | 153,113,474 |  | 65,256,100 |  | (366,848,448)
Services - Agricultural products | 257,082,353 |  | 225,986,561 |  | 124,011,954 |  | 84,798,917 |  | - |  | (177,715,079)
Services - Chemical Products | 90,961,487 |  | 59,886,372 |  | 35,634,638 |  | 43,156,702 |  | - |  | (47,716,225)
Services - Minerals | 244,838,646 |  | 205,498,412 |  | 135,016,975 |  | 17,545,914 |  | - |  | (113,222,655)
Other transportation services | 32,613,303 |  | - |  | 32,613,303 |  | - |  | - |  | -
Other services | 108,299,483 |  | 44,002,277 |  | 19,623,654 |  | 7,611,941 |  | 65,256,100 |  | (28,194,489)

Other services for the other segment include mainly sales of goods, shipyards incomes, hydro-construction, bunker services.

Other transportation services – the River Transport segment includes revenue from ferry crossings (included in Revenue from rendering of services in Note 4)

Other services for the Forwarding, River Transport and Port Operations segments represent other activities/services that do not relate to the three types of products, prior to intersegment eliminations, and include rail transp ort services and sales of scrap metal resulting from ship dismantling.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

11. SEGMENT INFORMATION (continued)

Segment assets and liabilities

| December 31, |  | December 31,
Segment assets | 2025 |  | 2024
Forwarding | 175,474,277 |  | 177,645,271
River transport | 625,704,165 |  | 677,080,049
Port operations | 466,292,323 |  | 361,174,068
Others | 54,172,192 |  | 51,159,561
Total segment assets | 1,321,642,957 |  | 1,267,058,949
Unallocated assets |  |  |
Investment in the investee | 8,491,568 |  | 8,981,606
Total assets | 1,330,134,525 |  | 1,276,040,555
Segment liabilities | December 31, |  | December 31,
| 2025 |  | 2024
Forwarding | 22,524,093 |  | 15,260,826
River transport | 33,589,067 |  | 37,770,874
Port operations | 72,897,124 |  | 28,926,612
Others | 12,902,947 |  | 8,169,840
Total segment liabilities | 141,913,231 |  | 90,128,152
Unallocated liabilities | December 31, 2025 |  | December 31, 2024
Long-term borrowings | 101,121,820 |  | 54,021,478
Deferred tax liabilities | 18,405,691 |  | 19,651,523
Lease liabilities | 802,526 |  | 1,093,706
Short-term borrowings | 50,944,850 |  | 56,071,755
Other current liabilities | - |  | -
Other non-current liabilities | - |  | -
Total liabilities | 313,188,118 |  | 220,966,614

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

11. SEGMENT INFORMATION (continued)

For the purposes of monitoring segment performance and allocating resources between segments:

- all assets are allocated to reportable segments other than interests in associates, assets classified as held for sale and deferred tax assets

- all liabilities are allocated to reportable segments other than borrowings, other financial liabilities, leasing liabilities and deferred taxes

Other segment information

Depreciation and amortization | 2025 |  | 2024
Forwarding | 5,283,124 |  | 4,348,283
River transport | 48,043,716 |  | 62,524,453
Port operations | 29,527,708 |  | 33,662,572
Others | 3,485,090 |  | 3,022,165
| 86,339,638 |  | 103,557,473
Additions to non-current assets net of commissioned assets from WIP | 2025 |  | 2024
Forwarding | 650,295 |  | 6,214,086
River transport | 24,131,411 |  | 101,375,300
Port operations | 152,031,607 |  | 30,947,361
Others | 5,805,091 |  | 6,352,944
| 182,618,404 |  | 144,889,691

For 2025, out of the total amount of RON 182,618,404, RON 51,752,372 represents right-of-use assets, while RON 130,866,032 represents property, plant and equipment and intangible assets.

Reconciliation Segment Information to Consolidated statement of profit or loss and other comprehensive income

Segment information | December 31, 2025 |  | December 31, 2024
Other gains | 6,375,845 |  | 19,587,369
Other loss | (16,327,778) |  | (8,866,486)
Total | (9,951,933) |  | 10,720,883
Consolidated statement of profit or loss |  |  |
Other gains | 5,677,838 |  | 18,901,259
Other loss | (15,629,771) |  | (8,180,376)
Total | (9,951,933) |  | 10,720,883

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

12. PROPERTY, PLANT AND EQUIPMENT

| Land |  | Buildings |  | Plant and equipment |  | Ships |  | Fixtures and furniture |  | Tangible assets in progress and advances for fixed assets |  | Right of use assets |  | Total
COST |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as at January 1, 2025 | 13,848,079 |  | 308,543,848 |  | 309,754,182 |  | 526,582,007 |  | 5,496,442 |  | 66,842,047 |  | 904,584 |  | 1,231,971,189
Increases | - |  | 91,589 |  | 3,095,581 |  | 1,158,625 |  | 324,430 |  | 126,214,815 |  | 51,752,372 |  | 182,637,412
Transfer | 19,286 |  | 2,237,664 |  | 11,884,588 |  | 48,229,792 |  | 930,824 |  | (63,302,154) |  | - |  | -
Disposals | - |  | 56,866 |  | 2,032,271 |  | 7,897,344 |  | 174,587 |  | 481,844 |  | - |  | 10,642,912
Balance as at December 31, 2025 | 13,867,365 |  | 310,816,235 |  | 322,702,080 |  | 568,073,080 |  | 6,577,109 |  | 129,272,864 |  | 52,656,956 |  | 1,403,965,689
ACCUMULATED DEPRECIATIONS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as at January 1, 2025 | 211,569 |  | 75,663,458 |  | 163,988,464 |  | - |  | 3,569,374 |  | - |  | 296,379 |  | 243,729,244
Depreciation | 12,987 |  | 11,079,436 |  | 24,711,219 |  | 46,529,908 |  | 633,285 |  | - |  | 3,124,341 |  | 86,091,176
Disposals | - |  | 28,663 |  | 1,497,928 |  | 431,642 |  | 145,948 |  | - |  | - |  | 2,104,181
(Reversal of impairment)/impairment | - |  | - |  | (1,317,081) |  | - |  | - |  | - |  | - |  | (1,317,081)
Balance as at December 31, 2025 | 244,556 |  | 86,714,231 |  | 185,884,674 |  | 46,098,266 |  | 4,056,711 |  | - |  | 3,240,720 |  | 326,399,158
NET BOOK VALUE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
As of December 31, 2024 | 13,635,510 |  | 232,880,390 |  | 145,765,718 |  | 526,582,006 |  | 1,927,069 |  | 66,842,047 |  | 608,206 |  | 988,241,946
As of December 31, 2025 | 13,642,809 |  | 224,102,004 |  | 136,817,406 |  | 521,974,814 |  | 2,520,398 |  | 129,272,864 |  | 49,236,236 |  | 1,077,566,531

Reconciliation of the information disclosed in Note 12 with the consolidated statement of financial position.

The consolidated statement of financial position | 2025 |  | 2024
Property, plant and equipment | 1,028,330,925 |  | 987,633,741
Right of use assets | 49,236,236 |  | 608,206
Total | 1,077,566,531 |  | 988,241,946

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

12. PROPERTY, PLANT AND EQUIPMENT (continued)

| Land |  | Buildings |  | Plant and equipment |  | Ships |  | Fixtures and furniture |  | Tangible assets in progress and advances for fixed assets |  | Right of use assets |  | Total
COST |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as at January 1, 2024 | 13,782,025 |  | 288,809,811 |  | 279,908,529 |  | 571,662,065 |  | 5,137,233 |  | 76,679,146 |  | 904,584 |  | 1,236,883,392
Increases | - |  | 963,183 |  | 5,006,099 |  | - |  | 628,449 |  | 138,291,958 |  | - |  | -
Transfer | 66,054 |  | 18,856,511 |  | 29,117,541 |  | 100,088,951 |  |  |  | (148,129,057) |  | - |  | -
Disposals | - |  | 85,657 |  | 4,277,988 |  | 1,240,948 |  | 269,241 |  | - |  | - |  | 5,873,834
Revaluation impact accumulated depreciation eliminaded against cost | - |  | - |  | - |  | (167,581,504) |  | - |  | - |  | - |  | (167,581,504)
Revaluation impact |  |  |  |  |  |  | 23,653,443 |  | - |  | - |  | - |  | 23,653,443
Balance as at December 31, 2024 | 13,848,079 |  | 308,543,848 |  | 309,754,182 |  | 526,582,007 |  | 5,496,442 |  | 66,842,047 |  | 904,584 |  | 1,231,971,188
ACCUMULATED DEPRECIATIONS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Balance as at January 1, 2024 | 199,643 |  | 62,126,541 |  | 142,765,471 |  | 105,297,211 |  | 3,237,260 |  | - |  | 105,940 |  | 313,732,068
Depreciation | 11,926 |  | 13,597,308 |  | 25,824,079 |  | 63,052,047 |  | 555,030 |  | - |  | 190,439 |  | 102,230,828
Disposals | - |  | 60,391 |  | 2,007,045 |  | 767,753 |  | 220,027 |  | - |  | - |  | 3,055,216
(Reversal of impairment)/impairment | - |  | - |  | (2,594,042) |  | - |  | (2,889) |  | - |  | - |  | (2,596,930)
Revaluation impact | - |  | - |  | - |  | (167,581,505) |  | - |  | - |  | - |  | (167,581,505)
Balance as at December 31, 2024 | 211,569 |  | 75,663,458 |  | 163,988,464 |  | - |  | 3,569,374 |  | - |  | 296,379 |  | 243,729,244
NET BOOK VALUE |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
As of December 31, 2023 | 13,582,382 |  | 226,683,270 |  | 137,143,058 |  | 466,364,854 |  | 1,899,973 |  | 76,679,146 |  | 798,644 |  | 923,151,327
As of December 31, 2024 | 13,636,510 |  | 232,880,390 |  | 145,765,718 |  | 526,582,006 |  | 1,927,069 |  | 66,842,047 |  | 608,206 |  | 988,241,946

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

12. PROPERTY, PLANT AND EQUIPMENT (continued)

As of December 31, 2025, impairment adjustments were reversed for equipment and installations in the amount of RON 1,317,081 related to fixed assets in conservation. During 2025, borrowing costs amounting to RON 1,216,186 were capitalized (2024: RON 0).

As of 31 December 2024, property, plant and equipment within the class “installations and equipment,” specifically the “transport ships” category, were revalued by ELF Expert, a member of ANEVAR. The valuer applied the replacement cost approach. The valuer also performed an impairment test, as the cost approach was used. The impact of the revaluation was an increase of RON 23,653,443. The accumulated depreciation amounting to RON 167,581,504 was eliminated upon recording the revaluation. For transport ships, an impairment analysis was performed as part of the revaluation report, considering that the cost approach was applied to the majority of the assets. The impairment analysis was based on prudent budgets, taking into account management’s estimates of future performance, and used a weighted average cost of capital of 11.25%, a perpetual growth rate of 2.99%, and a capitalization rate of 8.26%. There are no specific impairment indicators that lead to the necessity to perform an impairment general analysis.

As of 31 December 2025, given that the River Transport segment reported a loss in both 2025 and 2024, an impairment assessment was performed for the property, plant and equipment held, with a carrying amount of RON 583,035,320. It was concluded that no impairment loss needed to be recognized, based on management’s cash flow projections for the subsequent periods.

As of 31 December 2025, the recoverable amount was RON 597,301,365. The estimates assume revenue growth ranging between 6% and 13% over the next five years, with an average EBITDA margin of 23% over the same period. A terminal growth rate of 2.5% and a discount rate of 11.25% were used. A 1% annual reduction in the EBITDA margin would not result in impairment. Likewise, a discount rate of 11.75%, with a terminal growth rate of 2.5%, would not result in an impairment loss under the model.

For property, plant and equipment amounting to RON 27,931,546 held by Navrom Shipyard as of 31 December 2025, an impairment assessment was performed by reference to market value. No impairment loss resulted from this assessment. The key assumptions used in the impairment analysis relate to the level of potential rental income under the income capitalization method and to the physical and external depreciation of specialized equipment.

For the net carrying amount of pledged non-current assets as of 31 December 2025, please see to Note 22.

During 2025, the Group recognized lease contracts (concessions) for land, for which right-of-use assets amounting to RON 51,752,372 were recognized.

These contracts have terms ranging from 20 to 30 years. For these concessions, the Group fulfilled the investment obligations established for 2025. The related lea se liabilities are presented in Note 22.

In 2025, movements in right-of-use assets are detailed as follows:

Right-of-use assets | Vehicle | Land | Total
Opening cost balance | 904,584 | - | 904,584
Additions | 452 | 51,751,920 | 51,752,372
Disposals | - | - | -
Closing cost balance | 905,036 | 51,751,920 | 52,656,956
Opening accumulated depreciation | 296,379 |  | 296,379
Additions | 190,513 | 2,933,828 | 3,124,341
Disposals | - | - | -
Closing accumulated depreciation | 486,892 | 2,933,828 | 3,420,720
Net carrying amount | 418,144 | 48,818,092 | 49,236,236

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

12. PROPERTY, PLANT AND EQUIPMENT (continued)

Reconciliation of Payments for purchases of tangible and intangible assets for 2025 Cash flows:

Additions to property, plant, and equipment (Note 12) | (182,637,412)
Less additions to right-of-use assets (Note 12) | (51,752,372)
Intangible assets additions | (215,313)
Decrease in payables for PPE and intangible assets | (10,580,382)
Payments for PPE and intangible assets | (141,680,734)

13. GOODWILL

COST | Year ended December 31, 2025 |  | Year ended December 31, 2024
Balance at beginning of year | 32,319,054 |  | 32,319,054
Combinations occurring during the year | - |  | -
Balance at end of year | 32,319,054 |  | 32,319,054

The Company defines and manages the operating segments as Cash generating units (‘CGU”). There are seven cash generating units: forwarding, river transport, port operations, Decirom, Navrom Shipyard, Superquatro Group and Agrimol Trade (the last three being included in the ‘Others’ segment). Goodwill is allocated to the cash generating units as per below.

Goodwill at the level of CGUs

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Forwarding | 2,230,379 |  | 2,230,379
River Transport | - |  | -
Port operation | 1,616,224 |  | 1,616,224
Other | - |  | -
Decirom | 28,472,451 |  | 28,472,451
Total | 32,319,054 |  | 32,319,054

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

13. GOODWILL (continued)

In 2023 the Group acquired the company Decirom SA for which a goodwill in amount of RON 28,472,451 was recognized. The subsidiary is included in port operation segment.

As of December 31, 2025, the Group performed an impairment analysis of the goodwill and concluded that there is no need to book an impairment expense based on management projections of cash flows for next periods.

For Decirom, the impairment exercise was done at Decirom level because is considered as a separate CGU.

As at 31 December 2025, the recoverable amount of the Decirom cash-generating unit, based on the impairment model prepared, amounted to RON 129,335,010. The recoverable amount was determined using a value-in-use calculation based on cash flow projections derived from financial budgets approved by senior management covering a five-year period, including the projected synergies with the Group

The revenue assumptions used in the DCF model are prudent and reflect growth rates ranging from 3.5% to 9%, taking into account the operating speed of the modernised equipment. The pre-tax discount rate applied to the cash flow projections was 12.0%, while cash flows beyond the five-year period were extrapolated using a terminal growth rate of 2.5%. The analysis did not indicate any impairment loss.

Key assumptions used in the value-in-use calculations and sensitivity to changes in assumptions:

The value-in-use calculation for Decirom goodwill is most sensitive to revenue growth, estimated EBITDA margins, the weighted average cost of capital (WACC) and the terminal growth rate.

The Group concluded that climate-related matters do not represent key assumptions in the impairment model.

Nevertheless, all relevant climate-related impacts were considered in developing the model.

The EBITDA margin is projected to increase to between 10% and 32% over the coming years, reflecting the speed and efficiency of the equipment in place, which is expected to support increasing volumes from both existing customers and TTS Group customers. The budgets used in the current year assume lower EBITDA growth than those used in the prior year, reflecting current economic conditions. A 1 percentage point decrease in the average

EBITDA margin applied in the model would not result in an impairment loss.

The weighted average cost of capital (WACC) used in the model is representative of the industry and the customer-related risk. An increase of 0.5% in this assumption would result in an impairment loss.

The terminal growth rate of 2.5% is below expected inflation. A decrease to 2% would still not result in an impairment loss.

As of 31 December 2024, the recoverable amount of the Decirom cash-generating unit, based on the impairment model prepared, amounted to RON 122,418,535. The recoverable amount was determined based on a value-in-use calculation using cash flow projections derived from financial budgets approved by senior management for a five-year period, including the projected synergies with the Group.

The revenue assumptions considered in the DCF model are prudent, based on a growth rate of 5%–9%, taking into account the speed of the modernized equipment. The pre-tax discount rate applied to the cash flow projections is 11.5%, and cash flows beyond the five-year period are extrapolated using a terminal growth rate of 3.5%. The analysis did not result in an impairment loss.

Key assumptions used in the value-in-use calculations and sensitivity to changes in assumptions:

The value-in-use calculation for Decirom goodwill is m ost sensitive to revenue growth, estimated EBITDA margins, WACC and growth rate on perpetuity.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

13. GOODWILL (continued)

The Group has considered that climate- related matters are not key assumptions in the impairment model but the Group has considered all related impact of climate- related matters in building the model.

EBITDA margin is estimated to increase to 19-30% in the next years using the speed and efficiency of the equipment held to operate increasing volumes for its old clients and TTS Group clients. A decrease of 1% in the average EBITDA considered in the model would still not generate an impairment loss.

WACC used in the model is representative for the industry and risk related to client. A decrease of 0.5% in the assumption would still not generate an impairment loss.

Growth rate on perpetuity of 3,5% is below inflation expected. A decrease to 3% would still not generate an impairment loss.

For Forwarding and Port Operations similar impairment exercises were performed using the budgets for the next 5 years. The budgets are built based on management best estimates considering the historic results but also current market trends. The models used a weighted cost of capital of 12% and a terminal growth rate of 2.5%. The EBITDA margins used and the expected trend in revenues is built considering the existing or contracts under negotiation with good chances of realization. The models did not generate any impairment adjustments.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

14. INVESTMENTS IN ASSOCIATES

Name of investment |  | Core business |  | Holding percentage 12/31/2025 |  | Cost of the investment 12/31/2025 |  | Post-acquisition change in the investor's share of net assets of the investee |  | Carrying amount of the investment 12/31/2024 |  | Cost of the investment 12/31/2024 |  | Post-acquisition change in the investor's share of net assets of the investee |  | Carrying amount of the investment 12/31/2024
|  |  |  | % |  | RON |  | RON |  | RON |  | RON |  | RON |  | RON
Transterminal-S S.R.L. |  | Railway transportation of goods |  | 20 |  | 147,339 |  | 5,374,742 |  | 5,522,080 |  | 147,339 |  | 5,744,259 |  | 5,891,598
Navrom Port Service S.A. |  | River transportation of goods |  | 49.98 |  | 878,700 |  | 2,090,788 |  | 2,969,488 |  | 878,700 |  | 2,134,941 |  | 3,013,641
Other investments |  |  |  | - |  |  |  | - |  |  |  | 76,367 |  | - |  | 76,367
TOTAL VALUE OF THE INVESTMENT IN THE ASSOCIATES |  | 8,491,568 |  |  |  |  |  | 8,981,606

Investment in associates is accounted using the equity method, putting through profit and loss the share of the result of the associate belonging to the Group. The Group exerts significant influence over the associates.

In 2025, a dividend of RON 258,894 (2024: RON 445,060) was received from Transterminal-S.

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Share of profit or loss for the period | (154,777) |  | 269,608
Dividends distributed | (258,894) |  | (445,060)
Other movements | (76,367) |  | -
Total | (490,038) |  | (175,452)

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

15. LONG TERM RECEIVABLES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Long term receivables | 4,545,990 |  | 4,663,677
Total | 4,545,990 |  | 4,663,677

Included in the line of long-term receivables are mainly guarantees for port operations to Harbor Authorities. They are recorded at amortized cost.

16. INVENTORIES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Consumables, at lower of cost and net realizable value | 18,249,212 |  | 19,522,521
Small tools, at lower of cost and net realizable value | 641,414 |  | 835,597
Merchandise, at lower of cost and net realizable value | 5,151,902 |  | 4,874,850
Services in progress, at lower of cost and net realizable value | 2,423,199 |  | 411,084
Total | 26,465,727 |  | 25,644,052

The line consumables contain mainly fuel used by the ships and cranes in the transportation and port operations.

The work in progress line relates primarily to construction services in progress for ships at shipyards.

During 2025, income from net realisable value adjustments amounted to RON 965,588, whereas in 2024 expenses from net realisable value adjustments amount ed to RON 544,829.

17. TRADE AND OTHER RECEIVABLES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Trade receivables | 81,971,103 |  | 72,690,205
Allowance for expected credit losses | (19,197,324) |  | (17,223,095)
Advances paid to suppliers of services | 2,898,660 |  | 2,032,515
Total | 65,672,439 |  | 57,499,625
Contract assets | 2,326,818 |  | 4,139,811

Contract assets relate to revenue earned from ongoing services. As such, the balances of this account vary and depend on the value of ongoing services at the end of the year.

Advances paid to suppliers of services are non- financial assets.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

17. TRADE AND OTHER RECEIVABLES (continued)

Movement in the allowance for expected credit losses:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Balance at the beginning of the year | 17,223,095 |  | 20,772,315
Write off bad debts | (1,220,590) |  | (145,367)
Recovered/Constituted | 3,194,819 |  | (3,403,853)
Balance at the end of the year | 19,197,324 |  | 17,223,095

In determining the recoverability of a trade receivable, the Group considers any change in the crediting quality of the loan up to the reporting date. The concentration of the recoverability risk of the receivable is limited due to the existence of a big number of non-affiliated clients. Thus, the management considers that no supplementary impairment adjustments are necessary for trade receivables to the ones already recognized in the current financial statements. ECL analysis details of trade receivables, contract assets is presented below:

Total Dec, 2025 |  | Not due |  | 0-30 days |  | 30-90 days |  | 91-180 days |  | 181-365 days |  | over 365 days
87,196,580 |  | 52,884,301 |  | 7,985,014 |  | 2,901,754 |  | 2,344,869 |  | 216,223 |  | 20,864,420
(19,197,324) |  |  |  |  |  |  |  |  |  |  |  | (19,197,324)
Total Dec, 2024 |  | Not due |  | 0-30 days |  | 30-90 days |  |  | 91-180 days |  | 181-365 days |  | over 365 days |
78,862,531 |  | 39,637,620 |  | 9,958,276 |  | 3,726,169 |  | 6,499,196 |  | 1,818,176 |  | 17,223,094 |
(17,223,094) |  |  |  |  |  |  |  |  |  |  |  | (17,223,094) |

The average credit period on sales invoices is 45-60 days. No interest is charged on outstanding trade receivables.

The Group always measures the loss allowance for trade receivables at amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The credit risk of the clients is monitored according to the Group's policy at the level of each subsidiary. The Group's clients are multinational companies in the agricultural and steel sectors with a minimal degree of risk related to collection, which has been proven in the history of TTS transactions with them. The Group has recognized a loss allowance of 92% for all receivables past 365 days past due because historical experience has indicated these receivables are generally not recoverable.

Group management has analysed historical recoverability of trade receivables, other long-term assets and contract assets and considers that it is not necessary to book any extra estimated credit losses.

There has been no change in the estimation techniques or significant assumptions made during the current reporting period.

The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recove ry e.g., when the debtor has been placed under liquidation.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

18. OTHER CURRENT ASSETS

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Amounts paid in advance | 1,151,156 |  | 1,424,656
Sundry debtors | 9,353,638 |  | 10,689,543
Allowance for sundry debtors | (7,823,813) |  | (8,515,831)
Taxes receivable from state budget (VAT) | 15,973,443 |  | 5,694,261
Other current assets | 1,345,706 |  | 2,365,914
Total | 20,000,130 |  | 11,658,543
Government grants |  |  |
| Year ended December 31, 2025 |  | Year ended December 31, 2024
On 1 January | 75,660 |  | 3,990,301
Booked during the year | 40,821 |  | 442,941
Derecognized - economy - investment project chapters | - |  | (536,114)
Refund - excess funds | - |  | (137,875)
Cashed in during the year | 116,481 |  | 3,683,593
On 31 December | 0 |  | 75,660
Total | 0 |  | 75,660

Sundry debtors mainly represent amounts paid for goods and services under commercial contracts that were not fulfilled within the contractual deadlines, assigned trade receivables and penalty interest. The Group continues to take all necessary steps to recover these amounts.

Investment grants relate to non-reimbursable funds received mainly by TTS (Transport Trade Services) S.A. for the modernization of the Port of Giurgiu infrastructure. There are no unfulfilled conditions or other contingencies attached to these grants, except for the requirement that the Company must not relocate its activity outside the European Union within 10 years from the date of receipt of the final payment.

Other current assets mainly include guarantees paid to suppliers, carried at amortized cost, which will be recovered at the end of the contract. Management expects to reco ver these amounts in full.

19. ISSUED CAPITAL

| Number of shares |  | Share capital
Balance on 31 December, 2023 | 60,000,000 |  | 61,739,602
No shares after reduction of the nominal value | 120.000.000 |  | 120.000.000
Issue of shares |  |  |
Balance on 31 December, 2024 | 180,000,000 |  | 181,739,602
Issue of shares | - |  | -
Balance on 31 December, 2025 | 180,000,000 |  | 181,739,602

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

19. ISSUED CAPITAL (continued)

On July 8, 2024, the operation to increase the Company's share capital by the amount of 120,000,000 lei without subscription and without contribution was completed, by incorporating the amount of RON 120,000,000 from the net profit obtained in previous years, recorded as retained earnings on December 31, 2023 and the counterpart issue of 120,000,000 shares with a nominal value of RON 1 each and the free distribution of 2 newly issued shares for each share held by the shareholders registered in the Shareholders' Register on the Registration Date, respectively August 27, 2024.

As of December 31, 2025, the Company’s shareholding structure is as follows:

Shareholding structure | No. of shares |  | Share
Mihailescu Alexandru Mircea | 45,552,999 |  | 25.3072%
Other shareholders – legal persons | 86,680,865 |  | 48,1561%
Other shareholders – individuals’ persons | 47,766,136 |  | 26,5367%
Total | 180,000,000 |  | 100 %

As of December 31, 2024, the Company’s shareholding structure is as follows:

Shareholding structure | No. of shares |  | Share
Mihailescu Alexandru Mircea | 45,552,999 |  | 25.3072%
Other shareholders –legal persons | 82,418,118 |  | 45.7878%
Other shareholders – individuals’ persons | 52,028,883 |  | 28,9049%
Total | 180,000,000 |  | 100%

The inflated value of the share capital (resulting from hyperinflation in the past) on December 31, 2024, is RON 181.739.602 (2023: RON 61,739,602).

20. RESERVES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Legal reserves | 17,174,600 |  | 15,516,851
Revaluation reserves | 90,550,664 |  | 90,550,664
Stock option plan reserves (included in Other reserves in equity) | - |  | 2,972,451
Other reserves | 270,462,105 |  | 267,789,906
Translation adjustments | (2,215,297) |  | (2,395,707)
Total | 375,972,072 |  | 374,434,165

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

20. RESERVES (continued)

Stock option plan reserves movement

RON | Year ended December 31, 2025 |  | Year ended December 31, 2024
Opening balance | 2,972,451 |  | 2,972,451
Expensed during the year | - |  | -
Share Allocation – Phase 1 | (2,972,451) |  | -
Closing balance | - |  | 2,972,451

The main lines from reserves are related to the profits generated by the Group and from redemption of own shares that were transferred to reserves and can be used according to fiscal regulations (other reserves are available to distribution to shareholders, legal reserves are available only to cover retained losses). Legal reserves in amount of RON 17,174,600 (December 31,2024: RON 15,516,851) are appropriated out of the statutory year-end profit of the parent company, in accordance with Law 31/1990 with subsequent modification, at the rate of 5%, until the total reserve reaches 20% of the historical paid-in share capital, according to the statutory regulations. The legal reserves are non-distributable but can be used to cover losses. Other reserves reflect certain voluntary and legal reserves set up within subsidiary companies. The purpose of these reserves may be updated in the future based on the action of the shareholders.

Other reserves, included reserves related to the SOP programme, amounted to RON 2,972,451 as of 31 December 2024

The share-based payments reserve was used to recognise the value of equity-settled share-based payments provided to senior employees and executives, as part of their remuneration. A share-based payment plan was set up during Q4 2023 by which several share options of TTS Transport Services were granted to some employees of the Group. The stock options vested immediately, based on 2023 results, payable within 12 months. The stock option plan was granted to workers, management personnel, and subsidiaries who significantly aided in the growth of the TTS group. The total number of shares to be awarded in the first stage of the plan was 110,500 shares for employees of TTS and its subsidiaries (supported by TTS). The Company has recorded the reserve based on the value of the shares at the balance sheet data (December 31, 2023) considering this to be close to the fair value of the option. The Company suspended the granting of new share-based benefits temporarily, with stages 2 and 3 being postponed for a period to be determined in the near future. The first stage of the stock option plan shares namely the 331,500 shares (considering the increase in number of share during 2024) were actually awarded to the employees in March 2025 after the finalization of the documentation/ legal formalities. At the time of the share allocation, the share-based payment reserve was closed against treasury shares, resulting in a gain of RON 6,661 recognized in equity.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

20. RESERVES (continued)

EARNINGS PER SHARE

Basic Earnings per share and Diluted earnings per share are equal as there are no dilution elements to be considered for both years in line with IAS 33 requirements.

|  |  | Year ended December 31, 2025 |  | Year ended December 31, 2024
Profit for the year attributable to: |  |  |  |  |
Owners of the Company |  |  | (12,246,972) |  | 19,082,486
Number of shares at the end of the year |  |  | 180,000,000 |  | 180,000,000
Number of shares – average - during the year |  |  | 179,938,241 |  | 101,600,025
Earnings per share, net |  |  |  |  |
Basic, profit for the year attributable to ordinary equity holders of the parent |  |  | (0.0681) |  | 0.1878
Diluted, profit for the year attributable to ordinary equity holders of the parent |  |  | (0.0681) |  | 0.1878

The basic and diluted net earnings per share attributable to the shareholders of the parent company consider the average number of shares during the year, taking into account the effect of changes in the number of treasury shares repurchased during the year but also the number of newly issued shares during the year.

During 2025, the Group distributed dividends of 27,900,000 RON (2024:68,311,775 RON) which were also paid.

On 30 April 2025, the General Shareholders' Meeting approved the distribution of dividends in the amount of RON 27,900,000, representing RON 0.155 per share, paid on 16 June 2025.

During April 2024, dividends of RON 68,400,000 (RON 68,311,775 net of treasury shares) were distributed, representing RON 1.14 per share at the distribution date. The dividend was paid on 17 June 2024.

According to Decision from December 21, 2023, the Board of Directors established the first parameters of the SOP Program first stage comprising purchase of 110,500 (331.500 effect of share capital increase) shares of the

Company granted at no consideration ("Options"). The benefits in share capital were granted to workers, management personnel, and subsidiaries who significantly aided in the growth of the TTS group. The company completed the buyback of its Treasury shares for the first stage, the number of own shares held as of December 31, 2024, being 331,500 shares. The Company acquired the shares in 88 transactions between February 26, 2024, and July 5th, 2024, at the market prices between 23.05 RON/ share to 29.5 RON/share. The number of shares acquired was 110,500 shares for which 221,000 free shares were allocated following the share capital increase described in note 19. The total value paid was 2,965,789 RO N. The shares were granted to the employees included in the plan during 2025, twelve months after the plan’s commencement date.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

21. NON-CONTROLLING INTERESTS (continued)

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Balance on 1 January | 133,557,257 |  | 132,420,309
Share of profit for the year | 1,729,229 |  | 2,212,888
Increase/ (Decrease) of the Non-controlling interest | 49,604 |  | (1,075,940)
Balance on 31 December | 135,336,090 |  | 133,557,257

In 2025, the Group distributed and paid dividends to non-controlling interests amounting to RON 1,121,682.

Name of subsidiary | Proportion of ownership interests and voting rights held by non-controlling interest |  | Profit (loss) allocated to non-controlling interests for the year |  | Non-controlling interests
2025 | 2024 |  | 2025 | 2024 |  | 2025 | 2024
TTS Operator SRL | 10% | 10% |  | (266,233) | (198,252) |  | 1,867,425 | 2,133,659
Canopus Star SRL | 49% | 49% |  | 4,441,442 | 4,132,766 |  | 75,087,859 | 70,646,417
Navrom BAC SRL | 7.7981% | 7.81% |  | 372,770 | 680,322 |  | 4,332,336 | 3,959,566
Navrom Shipyard SRL | 7.7991% | 7.81% |  | (658,674) | 122,893 |  | 2,120,673 | 2,779,347
CNFR Navrom SA | 7.80% | 7.81% |  | (1,957,884) | (2,414,739) |  | 44,673,827 | 46,678,731
Bunker Trade Logistic | 7.7981% | 7.81% |  | 7,055 | 8,330 |  | 64,573 | 57,518
Agrimol Trade SA | 5.0228% | 5.02% |  | (36,906) | (65,941) |  | 57,733 | 94,639
Superquatro Grup SRL | 7.7981% | 7.81% |  | (78,167) | 3,044 |  | 266,808 | 248,351
TTS (Transport Trade Services) gmbh | 25% | 25% |  | (6,049) | (10,508) |  | 232,058 | 238,107
Plimsoll zrt | 49% | 49% |  | (186,975) | 98,718 |  | 6,525,709 | 6,610,020
Decirom | 0.06% | 0.06 |  | (3,813) | (5,035) |  | 107,089 | 110,902
Total |  |  |  | 1,729,229 | 2,212,888 |  | 135,336,090 | 133,557,257

Summarized financial information in respect of each of the Group’s subsidiaries that has material non-controlling interests is set out below. The summarized financial information below represents amounts before intragroup eliminations.

| Canopus STAR SRL |  | CNFR Navrom SA |  | Decirom SA
| 2025 |  | 2024 |  | 2025 |  | 2024 |  | 2025 |  | 2024
Non-current assets | 201,537,170 |  | 110,404,257 |  | 573,321,338 |  | 617,526,709 |  | 123,000,448 |  | 89,749,503
Current assets | 16,971,181 |  | 35,173,124 |  | 58,134,251 |  | 63,078,723 |  | 11,835,310 |  | 21,792,555
Non-current liabilities | 58,467,719 |  | 306,791 |  | 18,956,010 |  | 11,260,788 |  | 32,220,099 |  | 4,441,681
Current liabilities | 7,073,728 |  | 1,434,101 |  | 43,161,874 |  | 63,550,217 |  | 7,624,562 |  | 5,051,823
Equity attributable to equity holders of the parent | 77,879,046 |  | 73,190,073 |  | 524,663,878 |  | 559,115,695 |  | 94,884,008 |  | 101,937,652
Non-controlling interest | 75,087,859 |  | 70,646,417 |  | 44,673,827 |  | 46,678,731 |  | 107,089 |  | 110,902

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

21. NON-CONTROLLING INTERESTS (continued)

|  | Canopus STAR SRL |  | CNFR Navrom SA |  | Decirom SA
|  | 2025 |  | 2024 |  | 2025 |  | 2024 |  | 2025 |  | 2024
Revenue |  | 44,697,774 |  | 43,194,450 |  | 267,040,177 |  | 318,990,228 |  | 44,503,020 |  | 45,384,628
Expenses |  | (35,787,539) |  | (34,760,234) |  | (292,147,407) |  | (352,792,526) |  | (50,784,793) |  | (54,454,378)
Profit (loss) for the year |  | 9,064,167 |  | 8,434,216 |  | (25,107,230) |  | (33,802,298) |  | (6,281,773) |  | (9,069,750)
Total comprehensive income attributable to owners of the Company |  | 4,622,725 |  | 4,301,450 |  | (23,149,346) |  | (31,387,559) |  | (6,277,960) |  | (9,064,715)
Total comprehensive income attributable to the non-controlling interests |  | 4,441,442 |  | 4,132,766 |  | (1,957,884) |  | (2,414,739) |  | (3,813) |  | (5,035)
Dividends paid to non-controlling interests |  |  |  | - |  | - |  | 683,710 |  | - |  | -
Net cash inflow (outflow) from operating activities |  | 24,166,039 |  | 16,454,965 |  | 24,301,448 |  | 91,464,410 |  | 5,152,766 |  | 3,057,526
Net cash inflow (outflow) from investing activities |  | (93,680,417) |  | (13,393,098) |  | (10,626,380) |  | (100,428,636) |  | (12,165,266) |  | (12,221,047)
Net cash inflow (outflow) from financing activities |  | 57,366,768 |  | - |  | (14,174,390) |  | (19,034,875) |  | (2,272,713) |  | -
Net cash inflow (outflow) |  | (12,147,610) |  | 3,061,867 |  | (499,322) |  | (27,999,101) |  | (9,285,214) |  | (9,163,521)

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

22. INTEREST-BEARING LOANS AND BORROWINGS

|  | Year ended December 31, 2025 |  | Year ended December 31, 2024
| Secured borrowings |  |  |
| Short-term borrowings | 24,267,267 |  | 35,426,083
| Current part of long-term borrowings | 26,677,583 |  | 20,645,672
| Total short- and long-term borrowings | 50,944,850 |  | 56,071,755
| Long-term borrowings |  |  |
| Long-term borrowings | 101,121,820 |  | 54,021,478
| Total short- and long-term borrowings | 152,066,670 |  | 110,093,233

Part of loans are secured by mortgage on the real estate property of CNFR Navrom SA – land located in Galati on Strada Portului nr. 23, lot 2-5, Galati County, a mortgage on the receivable of CNFR Navrom SA, a guarantee issued by TTS, and a mortgage over bank accounts amounting to RON 5,978,176.

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Balance on 1 January | 110,093,233 |  | 110,756,156
Proceeds from loans and borrowings | 79,094,963 |  | 22,524,462
Repayment of borrowings | (38,673,806) |  | (23,185,713)
Interest expense | 5,344,326 |  | 5,392,267
Interest paid | (5,344,326) |  | (5,392,267)
Total changes from financing cash flows | 41,973,436 |  | (661,251)
Exchange rate differences | (1,552,280) |  | (1,672)
Balance on 31 December | (152,066,670) |  | 110,093,233

Total net book value of the assets pledged amount to RON 175,186,718 as of December 31, 2025 (2024: RON 114,433,408).

Compliance with covenants

The TTS loan below is subject to the fulfilment of financial indicators at a consolidated level. The obligations refer to the Financial Debt Ratio indicator less than or equal to 3 calculated as Interest-bearing Financial Debts and EBITDA. The second indicator refers to the Financial Debt Coverage Ratio greater than or equal to 2 (EBITDA/ Interest plus Current Portion of Medium and Long-Term Financial Obligations). The Company meets the indicators mentioned at a consolidated level as of December 31, 2025, and December 31, 2024.

The loans of CNFR Navrom SA from UniCredit Bank presented in the table below are also subject to compliance with certain financial covenants at individual level at the end of each year. The covenants relate to a minimum Debt Service Coverage Ratio of 1.2 and a minimum current ratio of 1. These covenants must be met annually in accordance with the loan agreement in force. The Company did not meet these covenants as of 31 December 2025; however, it obtained prior to that date a waiver letter from the bank whereby the bank waived it’s right to demand early repayment as of 31 December 2025. CNFR Navrom SA currently has an operational efficiency policy in place in order to meet the covenants at the end of the following year.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

22. INTEREST BEARING LOANS AND BORROWINGS (continued)

Amounts due to credit institutions (continued)

Subsidiary | Bank name | Loan type | Grant date | Due date | Currency | Balance as of December 31, 2024 | Balance as of December 31, 2025 | Short term December 31, 2025 | Long term December 31, 2025 | Period | Secured
TTS (Transport Trade Services) S.A. | Citibank Europe plc | Investment | 07.07.2023 | 28.06.2030 | EUR | 44,944,547 | 37,692,482 | 8,376,107 | 29,316,375 | 84 MONTHS | yes
CNFR Navrom SA | Unicredit Bank | Investment | 07.04.2021 | 07.04.2026 | EUR | 4,121,108 | 1,056,044 | 1,056,044 | - | 58 MONTHS | yes
CNFR Navrom SA | Unicredit Bank | Investment | 29.06.2025 | 29.06.2030 | LEI | - | 18,280,800 | 4,062,400 | 14,218,400 | 60 MONTHS | yes
CNFR Navrom SA | Unicredit Bank | Operational | 14.02.2008 | 31.01.2027 | EUR | 11,485,613 | - | - | - | 12 MONTHS | yes
CNFR Navrom SA | Citibank Europe plc | Investment | 08.03.2022 | 25.02.2027 | EUR | 4,476,690 | 2,549,250 | 2,039,400 | 509,850 | 60 MONTHS | yes
CNFR Navrom SA | Citibank Europe plc | Investment | 12.05.2022 | 10.05.2027 | EUR | 12,435,250 | 7,647,750 | 5,098,500 | 2,549,250 | 60 MONTHS | yes
CNFR Navrom SA | Citibank Europe plc | Operational | 14.12.2017 | 31.01.2027 | EUR | 9,217,578 | 4,543,943 | 4,543,943 | - | 12 MONTHS | yes
TTS Porturi Fluviale SRL | Citibank Europe plc | Investment | 14.12.2017 | 31.05.2026 | EUR | 2,187,855 | 747,524 | 747,524 | - | 66 MONTHS | yes
Agrimol Trade SRL | Citibank Europe plc | Operational | 17.06.2016 | 16.06.2025 | EUR | 8,511,225 | 9,865,468 | 9,865,468 | - | 12 MONTHS | yes
Plimsoll zrt | Citibank Europe plc | Refunding | 25.04.2023 | 23.04.2030 | EUR | 6,179,974 | 5,613,527 | 719,480 | 4,894,047 | 84 MONTHS | yes
Plimsoll zrt | Citibank Europe plc | Operational | 21.04.2023 | 20.04.2026 | EUR | 321,729 | 65,955 | 65,955 | - | 36 MONTHS | yes
Canopus Star SRL | Citibank Europe plc | Investiții | 29.05.2025 | 02.05.2032 | EUR | - | 54,146,071 | 4,512,173 | 49,633,898 | 84 MONTHS | yes
Navrom Shipyard SRL | Unicredit Bank | Operational | 02.09.2021 | 02.09.2026 | EUR | 6,211,664 | 8,952,562 | 8,952,562 | - | 12 MONTHS | yes
Superquatro SRL | Unicredit Bank | Operational | 14.09.2009 | 31.01.2027 | LEI | - | 905,294 | 905,294 | - | 12 MONTHS | yes
TOTAL |  |  |  |  |  | 110,093,233 | 152,066,670 | 50,944,850 | 101,121,820 |  |

Most of the loans disclosed above are based on variable interest rates EURIBOR 3 months/ 6 months + 1.2% to 1.9% margins.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

22. CREDITE PURTĂTOARE DE DOBÂNDĂ ȘI ÎMPRUMUTURI (continuare)

Lease liabilities

The Group has lease contracts for land and platforms with terms ranging from 10 to 30 years, and for motor vehicles with terms of 3–5 years. The Group is restricted from subleasing these assets, and certain contracts include investment obligations fulfilled in 2025 (see Note 12).

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Balance on 1 January | 1,093,706 |  | 1,462,673
Additions | 51,752,371 |  | -
Interest expense | 3,552,341 |  | 35,594
Payments | (4,438,414) |  | (404,561)
Balance on 31 December | 51,960,004 |  | 1,093,706

23. TRADE AND OTHER PAYABLES

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Trade payables | 22,220,207 |  | 31,553,068
Payables regarding invoices to receive | 5,071,593 |  | 5,057,953
Advance payments from customers | - |  | 141,839
Total | 27,291,799 |  | 36,752,860

A contract liability is the obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e. transfers control of the services to the customer).

Total value of contract liabilities disclosed in consolidated statement of the Group amounts RON 8,524,654 (December 31, 2024: RON 5,139,161). These are corresponding to amounts invoiced to clients for transportation services ongoing at year end or which the whole value has been invoiced as of Dec 31, 2025, but the transportation has not been finalized. The value is computed b ased on the position of the ship at year end. Any variation in balance of the contract liabilities is due to the volume of business at year end. The balance as of December 31, 2024, was recognized in revenues during 2025 as the transportations were finalized in early January 2025

24. PROVISIONS

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Provisions for risks and charges | 3,771,322 |  | 3,654,926
Total | 3,771,322 |  | 3,654,926

As of December 31, 2025, the amount of RON 3,771,322 (2024: RON 3,654,926) represents mainly a provision for unpaid holidays.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

25. OTHER CURRENT LIABILITIES AND NON-CURRENT LIABILITIES

Other current liabilities

| Year ended December 31, 2025 |  | Year ended December 31, 2024
| RON |  | RON
Non - financial |  |  |
Social security payable | 10,940,366 |  | 5,943,588
Tax on salaries payable | 1,465,736 |  | 1,014,778
Liabilities related to VAT | 2,381,774 |  | 1,156,933
Other Non – financial current liabilities – TOTAL | 14,787,875 |  | 8,115,299
Financial |  |  |
Employees related payables | 8,213,897 |  | 8,065,295
Other non-commercial liabilities | 1,790,877 |  | 2,093,133
Short term liabilities | 1,477,372 |  | 1,477,372
Sundry creditors | 313,574 |  | 144,449
Interest payable | 312,707 |  | 104,224
| 12,108,428 |  | 11,884,473
Other Financial current liabilities - TOTAL | 26,896,304 |  | 19,999,772
Total |  |  |

IIn the note above, social security payable, tax on salaries payable and liabilities related to VAT are non- financial liabilities, while the rest are financial liabilities.

Other non-current liabilities include an amount of RON 2,964,309 (2024: RON 4,441,681) denominated in RON, interest-free, relating to a loan received from former shareholders of the subsidiary Decirom acquired during 2023, with a maturity date of 30 June 2029. The current portion is presented under the Current liabilities line in the note above.

Other non-current liabilities as of 31 December 2025 also include retention guarantees withheld from construction suppliers for new investments on the concession land (note 12).

Other non-trade payables represent dividends outstanding to non-controlling interests of CNFR Navrom

Government Grants

The most significant grants received are those related to the investment made by Navrom Bac SRL, as well as the one carried out by TTS SA. The grant was recognised upon fulfilment of the investment financing criteria and as a result of amounts received from the state. Liabilities relating to grants for property, plant and equipment are released to income (presented as "Other income" within the relevant line in the profit or loss statement) over the useful life of the acquired assets as depreciation charges are recorded.

| Year ended December 31, 2025 |  | Year ended December 31, 2024
On 1 January | 19,043,103 |  | 20,292,564
Received during the year | 115,242 |  | 202,833
Released to the statement of profit or loss | (978,362) |  | (916,180)
Derecognized - economy - investment project chapters | - |  | (536,114)
On 31 December | 18,179,983 |  | 19,043,103
Total | 18,179,983 |  | 19,043,103
Current portion | 1,124,209 |  | 1,221,923
Non-current portion | 17,055,774 |  | 17,821,180

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

26. RELATED PARTY

The transactions between the Parent Company and its subsidiaries, entities affiliated to the Group were eliminated from consolidation. In 2025 and 2024, the Group had significant transactions with affiliated companies.

The nature of the related party relationships for those related parties with whom the Group entered transactions during the period ended 31 December 2025 or had outstanding balances on 31 December 2025 are detailed below.

Compensation of key management personnel
The remuneration of directors and other members of key management during 2025 and 2024 was as follows:
| December 31, |  | December 31,
| 2025 |  | 2024
Management and Board of directors’ benefits | 4,250,106 |  | 4,074,731
Total | 4,250,106 |  | 4,074,731

The above amounts relate to short-term employees’ benefits. The Group does not grant post-employment benefits, other long-term benefits, or termination benefits in the current year.

We present the transactions with the related party Navrom Portservice S.A.:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Navrom Portservice SA |  |  |
Transactions with the group during the year – purchases | 14,218,200 |  | 15,366,127
Transactions with the group during the year – sales | 602,160 |  | 886,073
Outstanding receivables with the group | 50,0000 |  | 2,393
Outstanding payables with the group | 630,202 |  | 343,830

27. FINANCIAL INSTRUMENTS

a) Capital management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising returns to shareholders through the optimisation of the debt and equity balance. The Group's management also aims to ensure that the financial covenants under the loan agreements, which define certain requirements regarding capital structure, are met — refer to Note 22.

The Company complies with the requirements that equity must represent at least half of the share capital in accordance with Law no. 31/1990, as subsequently amended.

The Group monitors its equity based on the gearing ratio in accordance with its established strategy, with the aim of maintaining it at a minimum level. The gearing ratio is calculated as the ratio of net debt to total capital. Net debt is calculated as total borrowings (including both s hort-term and long-term borrowings) less cash and cash equivalents.

Gearing as of December 31, 2025, and December 31, 2024, was the following:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Long term borrowings | 152,066,670 |  | 110,093,233
Less cash and cash equivalents | 80,236,677 |  | 129,244,930
Net debt | 71,829,993 |  | (19,151,697)
Total equity and reserves | 1,016,946,407 |  | 1,055,073,941
Gearing | 7.06% |  | -1.81%

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

b) Foreign currency risk

The Group is exposed to fluctuations in the foreign exchange rates in the commercial and financing transactions, foreign currency risk results from the recognized assets and liabilities, including borrowings, expressed in foreign currencies. Due to the high costs associated, the Group’s policy is not to use derivatives to hedge this risk

c) Interest rate risk management

The interest rate risk at fair value is the risk that the value of a financial instrument should fluctuate due to the variations in the market interest rates, financial instruments are interest bearing at market rates and, as a result, it is considered that their fair values do not differ significantly from their book values.

d) Credit risk management

The Group is exposed to a credit risk due to its trade receivables and other receivables. The Group has policies in place meant to ensure that the sales are made to the clients with proper payment history. The due date of the liabilities is carefully monitored and the amounts outstanding after the expiration of the due date are promptly pursued. Trade receivables (clients) are presented net of the adjustments for the impairment of doubtful receivables. The Group develops policies that limit the value of the credit exposure to any financial institution.

The Group applies the simplified approach to providing the expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and estimated credit loss was computed based on the probability weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecast of future economic conditions.

e) Liquidity risk management

A prudent liquidity risk management involves maintaining sufficient cash and credit lines available, a continuous monitoring of the estimated and actual cash flow and correlation of the due dates of the financial assets and liabilities. Due to the nature of its business, the Group intends to be flexible in respect of the financing options with the support of the majority shareholder.

f) Fair value of the financial instruments

The fair value of the Group's financial assets and liabilities is determined in accordance with generally accepted pricing models, based on discounted cash flow analysis, using prices from observable current market transactions.

Financial instruments in the statement of financial position include trade and other receivables, cash and cash equivalents, short-term and long-term borrowings an d other payables. The estimated fair values of these instruments approximate their carrying amounts.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

The carrying amounts of the Group’s currencies expressed in monetary assets and liabilities as at the reporting date are the following:

2025 | EUR |  | USD |  | HUF |  | GBP |  | RON |  | December 31, 2025
| 1 EUR =5.0985 RON |  | 1 USD =4.3417 RON |  | 100 HUF =1.3250 RON |  | 1 GBP =5.8335 RON |  | 1 RON |  | Total
| RON |  | RON |  | RON |  | RON |  | RON |  | RON
ASSETS |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | 28,599,398 |  | 23,074,775 |  | 826,449 |  | 126 |  | 27,835,929 |  | 80,236,677
Trade receivables | 29,127,593 |  | 14,869,701 |  | 80,562 |  | - |  | 18,695,923 |  | 62,773,779
Other long-term receivables | - |  | - |  | - |  | - |  | 4,545,990 |  | 4,545,990
Other current assets | - |  | - |  | - |  | - |  | 2,875,531 |  | 2,875,531
Contract assets | 2,326,818 |  | - |  | - |  | - |  |  |  | 2,326,818
LIABILITIES |  |  |  |  |  |  |  |  |  |  |
Trade payables | (7,783,755) |  | (2,867,297) |  | (7,099) |  | - |  | (16,633,648) |  | (27,291,799)
Other long-term liabilities | - |  | - |  | - |  | - |  | (5,157,150) |  | (5,157,150)
Short- and long-term borrowings | (128,336,632) |  | - |  | - |  | - |  | (23,730,038) |  | (152,066,670)
Lease liabilities | (47,826,629) |  | (662,178) |  | - |  | - |  | (3,451,197) |  | (51,960,004)
Net balance sheet exposure | (123,893,207) |  | 34,395,001 |  | 899,912 |  | 126 |  | 4,881,340 |  | (83,716,828)

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

2024 | EUR |  | USD |  | HUF |  | GBP |  | RON |  | December 31, 2024
| 1 EUR =4.9741 RON |  | 1 USD =4.7768 RON |  | 100 HUF =1.2106 RON |  | 1 GBP =5.9951 RON |  | 1 RON |  | Total
| RON |  | RON |  | RON |  | RON |  | RON |  | RON
ASSETS |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents | 37,241,168 |  | 35,430,105 |  | 473,687 |  | 129 |  | 56,099,841 |  | 129,244,930
Trade receivables | 22,704,976 |  | 12,482,235 |  | 3,668,577 |  |  |  | 18,643,837 |  | 57,499,625
Other current assets | - |  | - |  | - |  | - |  | 4,559,626 |  | 4,559,626
Receivables related to contracts with customers | 4,139,811 |  | - |  | - |  | - |  | - |  | 4,139,811
Other long-term receivables | - |  | - |  | - |  | - |  | 4,663,677 |  | 4,663,677
LIABILITIES |  |  |  |  |  |  |  |  |  |  |
Trade payables | (6,519,280) |  | (619,985) |  | (3,342,322) |  | - |  | (26,271,273) |  | (36,752,860)
Other long-term liabilities | - |  | - |  | - |  | - |  | (4,832,683) |  | (4,832,683)
Short- and long-term borrowings | (86,940,668) |  | (2,449,375) |  | - |  | - |  | (20,703,190) |  | (110,093,233)
Lease liabilities | (1,093,706) |  | - |  | - |  | - |  |  |  | (1,093,706)
Net balance sheet exposure | (30,467,699) |  | 42,810,465 |  | 799,942 |  | 129 |  | 32,159,835 |  | 45,302,672

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

Sensitivity analysis

The Group is mainly exposed to the variations in the foreign exchange rates of EUR and USD against RON. The table below details the Group’s sensitivity to a 10% increase or decrease of EUR / USD against RON, 10% is the sensitivity rate used when the internal reporting of the FX risk is made to the top management and represents the management’s estimate regarding the reasonably possible changes in the FX rates. Sensitivity analysis includes only the remaining currency expressed in the monetary elements and adjust the translation at the end of the period for a 10% change in the FX rates, In the following table, a positive value indicates an increase in profit when RON devalues by 10% as against EUR / USD. A 10% increase of RON against EUR / USD would have an equal and contrary impact on profit and other equity and the balances below would be positive. The changes will be attributable to the exposures pertaining to the borrowings in EUR and USD at year-end

The impact on the result according to each currency is the following:

Currency | Year ended December 31, 2025 |  | Year ended December 31, 2024
EUR | (12,389,321) |  | (3,046,770)
USD | 3,439,500 |  | 4,281,047

Tables regarding the liquidity risk and interest rate risk

The following tables detail the periods to the due dates of the financial liabilities of the Group.

The tables have been prepared on the basis of the undiscounted cash flows of the financial liabilities at the earliest date on

which the Group may be required to pay.

The tables i nclude capital cash flows, with the exception of lease liabilities, for which future interest is also included.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

2025 | Less than 1 year |  | 1 – 2 years |  | 2 - 5 years |  | Over 5 years |  | Total | Booked value
Not bearing interest |  |  |  |  |  |  |  |  |  |  |
Trade payables and other current payables | 27,291,799 |  | - |  | - |  | - |  | - |  | 27,291,799
Other long-term liabilities | - |  | 3,670,213 |  | 1,486,937 |  | - |  | 5,157,150 |  | 5,157,150
Interest bearing instruments |  |  |  |  |  |  |  |  |  |  |
Long- and short-term borrowings | 50,944,850 |  | 41,104,168 |  | 60,017,656 |  | - |  | 152,066,673 |  | 152,066,673
Lease liabilities (including future interest) | 5,630,810 |  | 5,630,810 |  | 16,680,983 |  | 63,234,353 |  | 91,176,956 |  | 51,960,005

2024 | Less than 1 year |  | 1 – 2 years |  | 2 - 5 years |  | Over 5 years |  | Total | Booked value
Not bearing interest |  |  |  |  |  |  |  |  |  |
Trade payables and other current payables | 36,752,860 |  | - |  |  |  | - |  | 36,752,860 | 36,752,860
Other long-term liabilities | - |  | 1,868,374 |  | 2,964,309 |  | - |  | 4,823,683 | 4,823,683
Interest bearing instruments |  |  |  |  |  |  |  |  |  |
Long- and short-term borrowings | 56,071,755 |  | 32,095,382 |  | 21,926,096 |  | - |  | 110,093,233 | 110,093,233
Lease liabilities(including future interest) | 404,046 |  | 404,046 |  | 285,614 |  | - |  | 1,093,706 | 1,093,706

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

27. FINANCIAL INSTRUMENTS (continued)

Sensitivity analysis for variable rate instruments

A change of 1% in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below.

This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

December 31, 2025 | 1% increase |  | 1% decrease
Long- and short-term borrowings | (1,520,667) |  | 1,520,667
Short term deposits | - |  | -
Financial liabilities interest sensitivity | (1,520,667) |  | 1,520,667

December 31, 2024 | 1% increase |  | 1% decrease
Long- and short-term borrowings | (1,100,932) |  | 1,100,932
Financial liabilities interest sensitivity | (1,100,932) |  | 1,100,932

28. CASH AND BANK ACCOUNTS

For the purposes of the cash flow statement, cash and cash equivalents include petty cash and bank accounts, Cash and cash equivalents at the end of the financial year, as presented in the cash flow statement can be reconciled with balance sheet elements as follows:

| Year ended December 31, 2025 |  | Year ended December 31, 2024
Cash in banks | 60,467,403 |  | 87,469,668
Petty cash | 143,666 |  | 194,835
Cash equivalents (short term deposits below 3 months) | 19,625,607 |  | 41,580,427
Total | 80,236,677 |  | 129,244,930

The Group did not place any deposits with maturities over three months as of 31 December 2025 and 31 December 2024.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

29. COMMITMENTS AND CONTINGENCIES

Commitments

As of December 31, 2025, the Group had contractual commitments for the construction of the grain terminal within Canopus Star SRL amounting to EUR 2.9 million, excluding VAT, with an expected completion date in the first half of 2026

Contingent liabilities

Taxation

Taxation system in Romania is still developing trying to consolidate and harmonize with the European legislation, in this respect, there still are various interpretations of the tax laws. In certain cases, tax authorities may treat certain aspects differently and calculate supplementary taxes and levies and related interests and penalties.

In 2025, the interest value is 0,02% for each day of delay; the delay penalties are 0,01% for each day of delay.

In Romania, the fiscal year stays open for verifications for 5 years. The management estimates that the tax liabilities included in these financial statements are adequate.

In accordance with the provisions issued by the Minister of Public Finance, which govern the tax treatment of equity elements that were not subject to corporate income tax calculation at the date of their recognition in the accounts, due to their nature, should the Company change in the future the destination of the revaluation reserves (by offsetting losses or distributing to shareholders), this will give rise to additional corporate income tax liabilities.

TTS (Transport Trade Services) SA is subject to a comprehensive tax audit covering the years 2019–2024, initiated in December 2025. Based on the information currently available, management does not consider that the outcome of this audit will have a material impact on the financial statements.

Environmental matters

Environmental regulations are developing in Romania, and the Group has made its assessment of the current obligations resulting from past activity and considers all liabilities related to environmental matters are recorded as of December 31, 2025, or December 31, 2024, for any estimated costs, including legal and consulting fees, site surveys, the design and implementation of recovery plans as regards the environment.

As at reporting date there are no unfulfilled env ironmental obligations.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

29. COMMITMENTS AND CONTINGENCIES (continued)

Environmental matters (continued)

The Group considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of impacts on the group due to both physical and transition risks. Even though the Group believes its business model and services will still be viable after the transition to a low-carbon economy, climate-related matters increase the uncertainty in estimates and assumptions underpinning several items in the financial statements. Even though climate-related risks might not currently have a significant impact on measurement, the Group is closely monitoring relevant changes and developments, such as new climate-related legislation. The items and considerations that are most directly impacted by climate-related matters are:

• Useful life of property, plant, and equipment, when reviewing the residual values and expected useful lives of assets, the Group considers climate-related matters, such as climate-related legislation and regulations that may restrict the use of assets or require significant capital expenditures.

• Impairment of property plant and equipment and goodwill, the value-in-use may be impacted in several diverse ways by transition risk, such as climate-related legislation.

The Group managed to become, and intend to remain, one of the lowest CO2 polluters among the participants in the transport on the Danube by continuously investing in the modernization and maintenance of the NAVROM fleet. Currently there is no immediate impact on the useful lives of property, plant and equipment or on the impairment of goodwill and PPE, Group keeps track of changing requirements and updates the analysis accordingly.

TTS Group's environmental policy is built on 3 pillars:

– Monitoring energy consumption, CO2 emissions and volumes of generated and recycled waste.

– ISO 14001 external certification of environmental management systems (EMS).

– Investments in high-performance equipment in terms of environmental footprint.

The fleet pushers are equipped with state-of-the-art engines, a fact that is reflected in the very competitive levels, both in terms of the volume of CO2 emissions – decreasing by 26,2% in the period 2012-2022, and in terms of the intensity of CO2 emissions – down by 5,5% in the same period, and the energy consumption of the fleet – down by 28,7%. Since 2012, The Group has been carefully monitoring both the indicators that constitute the environmental footprint of the TTS Group - based on the energy consumption of each business unit, as well as waste management.

ISO 14001 certified EMS systems implemented cover the activity carried out in all locations with significant impact.

Transfer prices

The tax regulations in Romania regarding transfer pricing have been established in Romania starting with the year 2000. The current legal frame defines the concept of „market price” for transactions between related parties as well as the methods to establish transfer prices. As a result, it is possible that the fiscal authorities start detailed verifications of the transfer prices, to ensure that the fiscal result and/or the customs value of the imported goods are not affected by the prices used in transactions with related parties. The Company cannot assess the result of this verification, but the management considers that the Company does not have a significant exposure from this point of view, as there are documentations for the price transfers for the previous period, that will be further updated.

TTS (Transport Trade Services) S.A.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2025

(all amounts are expressed in “RON”, unless specified otherwise)

30. AUDIT FEES

The auditor of the Company is Ernst and Young Assurance Services SRL.

The fee for the audit of the Group's consolidated financial statements as of 31 December 2025 prepared in accordance with the International Financial Reporting Standards adopted by the European Union and the audit of the individual financial statements as of 31 December 2025 prepared in accordance with the International Financial Reporting Standards adopted by the European Union Transport Trade Services) SA amounted to EUR 115,000, excluding VAT and other expenses.

The auditor of the Company also provided limited assurance services related to the Consolidated Sustainability Reporting of the Group for the year ended December 31, 2025. The fee for such services amounted to EUR 48,000.

31. SUBSEQUENT EVENTS

The Board of Directors proposed for approval in the next shareholders meeting dividends in amount of RON 13,500,000, respectively RON 0.075 per share.

After the reporting date, in 2026, the Group entered into a new land concession agreement for a period of 10 years, with aggregate lease payments of RON 3.6 million.

In February 2026, geopolitical developments in the Middle East generated regional tensions and uncertainty in global energy markets. The Group has limited exposure to customers in the affected region, with no exposure to suppliers or financial institutions in the affected region, and the potential impact of rising fuel prices is mitigated through the BAF clauses included in its commercial contracts. These developments may nevertheless influence macroeconomic conditions at both European and domestic level, with possible effects on cash flows and profitability.

Management considers these subsequent events to be non-adjusting, as their quantitative effects cannot be estimated with sufficient accuracy at the date of approval of the financial statements. The analysis of the potential implications for the Group's financial position and performance is ongoing.

These consolidated financial statements have been approved by the Board of Directors, and authorized to be issued on March 31st, 2026, by:
STANCIU ION |  | NICOLETA FLORESCU
CEO |  | CFO