AI assistant
Eltel — Annual Report 2025
Mar 26, 2026
Preview isn't available for this file type.
Download source fileAnnual Report 2025
Always Connected, Always Powered... …we make it happen by transforming society for a sustainable future. We design, build, maintain and upgrade the fundamental communication and power networks that society depends on. With 4,000 dedicated employees, we drive the transition to a more sustainable society by delivering solutions for a more resilient and carbon-neutral future.
Annual Report 2025 3
| 2 | 3 | 5 | 6 | 1 | 4 |
Overview
We are Eltel 4
Resilient infrastructure for a more sustainable future 5
2025 in brief 6
CEO statement 7
Why invest in Eltel? 9
Strategic priorities and progress 10
Segments
Finland 18
Sweden 19
Denmark & Germany 20
Norway 21
Sustainability
Sustainability 23
Sustainability at the core of our operations 24
People first – business success through care and engagement 25
Financial Statements
Board of Directors' report 68
Sustainability Statement 26
Corporate Governance report 76
Consolidated financial statements 87
Parent Company financial statements 118
Signatures 124
Auditor's report 125
Auditor's limited assurance report of sustainability statement 129
Table of contents
Markets and solutions
Global megatrends 12
The Nordic market for critical infrastructure 13
Our customers 14
Life-cycle service solutions 15
Case stories 16
Other
The Eltel share 132
Five-year summary 134
Quarterly figures 135
Definitions and key ratios 137
Calculation of key figures 138
Contact information 139
The Sustainability Statement reviewed by the auditor comprises pages 26–67. The Sustainability Statement is part of the Board of Directors' Report.
Annual Report 2025 4
We are Eltel
Who are we?
We are the leading Nordic service provider in critical infrastructure in communication and power networks.
What do we do?
We deliver end-to-end solutions covering installation, upgrade and maintenance services within the areas of power transmission, connectivity and renewable energy installation.
For whom?
We serve a broad range of customers in the public and private sectors – from network owners and operators to industry.
Communication
* Fixed telecom services
* Mobile telecom services
* Private networks
* Networks for data centers
Power
* Transmission and distribution
* Charging solutions for e-Mobility
* Battery Energy Storage Systems (BESS)
* Solar PV
* Smart grids
* Power solutions for data centers
Share of net sales
| | |
| :--- | :--- |
| 45% Upgrade services | 58% |
| 27% Maintenance services | 42% |
| 28% Installation delivery | |
Net sales by segment
| | |
| :--- | :--- |
| 43% Finland | 29% Denmark & Germany |
| 15% Norway | 12% Sweden |
Overview + › We are Eltel
* Resilient infrastructure for a more sustainable future
* 2025 in brief
* CEO statement
* Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other +
Annual Report 2025 5
Resilient infrastructure for a more sustainable future
We design, build and maintain the critical networks that enhance resilience and enable a more connected and sustainable society.
- Robust communication networks – enabling digital services, connectivity and the flow of information.
- Climate resilience – ensuring networks withstand extreme weather and are quickly restored following outages.
- Modernization of infrastructure – upgrading aging communication and power networks.
- Energy transition – supporting the green transition, e.g. by installation of solar parks and energy storage.
- Everyday functionality – contributing to making sure public services, transport and commerce/payments can operate.
- Reliable electricity supply – keeping homes, hospitals, businesses, industries, data centers and other critical infrastructures running.
Overview + • We are Eltel › Resilient infrastructure for a more sustainable future
* 2025 in brief
* CEO statement
* Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other +
Annual Report 2025 6
2025 in brief
2025 was the year we gained momentum across all our strategic initiatives.
| Metric | Value | Unit |
|---|---|---|
| Average number of employees, FTE | 3,894 | |
| Signed contracts | 624.1 | EUR million |
| Adjusted EBITA margin | 2.5 | % |
| Net sales | 817.8 | EUR million |
| Adjusted EBITA | 20.7 | EUR million |
Strategy on track
We continued to deliver on our strategy: improving profitability, broadening our customer base and growing in new and adjacent business areas.
Improved profitability
The fourth quarter marked the tenth consecutive quarter of year-on-year improvement in adjusted EBITA.
Growth in public infrastructure
Leveraging our expertise and nationwide 24/7 presence across the Nordics, we have gained new customers in road, defense, rail and aviation.
Expansion in new and adjacent business continues
We achieved strong growth in Solar PV, BESS and data centers and we expect an increasing demand for reliable and high-capacity communication and power infrastructure related to our new and adjacent business areas.
Overview + • We are Eltel • Resilient infrastructure for a more sustainable future › 2025 in brief
* CEO statement
* Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other +
Annual Report 2025 7
CEO statement
A year of gaining momentum
2025 was a year of solid progress for Eltel. We delivered improved margins every quarter year-on-year, broadened our customer base and strengthened our position in new and adjacent business areas.
“We have now achieved adjusted EBITA improvements in ten consecutive quarters, and I am confident that we will meet our long-term financial targets.”
Successful refinancing
Our performance was also recognized by the market, enabling a successful refinancing in the second quarter. Through the issuance of new four-year floating-rate bonds of EUR 130 million and the establishment of a new revolving credit facility, we enhanced our financial stability, simplified our capital structure and increased our flexibility to support future investments.Our efforts are taking effect Growth in our strategic new business areas played a key role in our performance during the year, offsetting lower activity in traditional fiber and mobile rollouts. We have now achieved adjusted EBITA improvements in ten consecutive quarters, demonstrating that our strategic initiatives are taking effect. I remain confident that we will meet our long-term financial targets. I am proud of how our organization has embraced and implemented our strategy. I can truly say that we made good progress in all areas during the year. This is particularly visible across our new business areas – where 16% of our net sales in Q4 came from Solar PV, BESS and Data Center deliveries. Finland was especially successful in capturing opportunities in these areas and Sweden led the way in broadening our customer base, which is essential for the consistent delivery of financial performance.
Overview +
* We are Eltel
* Resilient infrastructure for a more sustainable future
* 2025 in brief › CEO statement
* Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions +
Segments +
Sustainability +
Sustainability Statement +
Financial Statements +
Other +
Annual Report 2025 8
Our comprehensive life-cycle service solutions, from design and build to maintenance and upgrades, create significant customer value. Service and maintenance, including corrective, preventive and predictive measures, accounted for close to 80% of our revenue and are showing improving margins. We also improved our margins through operational excellence, which was especially visible in Finland. In our Denmark & Germany segment, we maintained a strong margin with good opportunities in power in Denmark and smart metering in Germany. The second half of the year also showed that we are improving our margin in Norway.
Cultural shift
Building on our progress in strengthening customer focus, cost discipline and sales effectiveness, we are now placing greater emphasis on our culture. A winning culture is essential for sustained performance. By fostering an environment where colleagues are empowered to act with confidence, we enable better decisions, faster execution and higher engagement. This cultural shift is a critical enabler for delivering consistent, long-term value.
Challenges and potential in Norway
Adjusting our business in Norway represented the greatest challenge of the year. Implementing our strategy remains particularly important in this market, where we focus on strengthening the margins of our existing business and broadening our customer base. Norway also presents significant potential in new and adjacent business, such as data centers.
Strong growth prospects
Within our new business areas, Solar PV, BESS and Data Centers have huge potential for us going forward, and the broad area of critical infrastructure is becoming increasingly important for society, given the geopolitical situation. We are well positioned to take a leading role in securing this infrastructure. This provides a significant growth opportunity for us.
The journey continues
2025 was the year we gained momentum across our strategic initiatives. None of this would have been possible without the dedicated efforts of our people, I want to thank all my engaged colleagues throughout Eltel.
“I am proud of how our organization has embraced and implemented our strategy.”
Eltel will celebrate its 25th year anniversary in 2026, but our contribution to securing society’s critical infrastructure has only just begun. We look forward to continuing this journey as we step up our important role in connecting and powering society and contributing to shaping a more resilient and sustainable future in the societies that we serve.
Håkan Dahlström
Overview +
* We are Eltel
* Resilient infrastructure for a more sustainable future
* 2025 in brief › CEO statement
* Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions +
Segments +
Sustainability +
Sustainability Statement +
Financial Statements +
Other +
Annual Report 2025 9
Why invest in Eltel?
As the Nordic leader in both the communication and power critical infrastructure sectors and new growth markets related to the digital and energy transition, we are shaping the future while creating value for shareholders, customers and society.
Competitive advantages in expertise and geographic coverage
Eltel is the only provider of both communication and power solutions with a presence throughout the Nordics. This gives us a unique advantage to deliver complex projects while ensuring national reach across the region – all with a strong local presence.
Supported by megatrends
* Digitalization
* Electrification
* Climate change
* Geopolitical developments
...building on our strengths
* Proven track-record of serving the Nordic market.
* Long-term customer relationships drive continuous order flow.
* Aftermarket service model supported by long-term framework agreements.
* Strong financial structure supported by long-term investors.
...with a clear direction
* Improve profitability through operational and commercial excellence.
* Broaden our customer base.
* Grow in new business areas: Data Centers, Battery Energy Storage Systems, Solar PV, e-Mobility and Mobile Indoor (private communication networks).
* Become a sustainability leader in our industry.
...towards our targets
| | |
| :--- | :--- |
| 5% | Adjusted EBITA-margin |
| 2–4% | Annual growth |
| 1.5–2.5 | Leverage |
Driving profitability through operational and commercial excellence
We are improving profitability by focusing on operational excellence throughout our business. This includes internal efficiency initiatives, enhanced subcontractor management and better sourcing procedures. We also create greater customer value by driving commercial excellence and building strong long-term relationships.
Life-cycle services provide long-term stability
Our operations span three core domains – installation, maintenance and upgrade – which are all essential for driving growth, financial stability and a strong market position. To boost long-term profitability and stability, we are focusing on life-cycle services by seamlessly integrating our installation and service solutions. Life-cycle service agreements create value for both our customers and our business.
Significant growth in new and adjacent markets
With solid expertise in traditional communication and power markets – such as fixed and mobile communication, power transmission and distribution and smart metering – we are rapidly expanding in markets for data centers, energy storage, renewable energy, e-Mobility charging infrastructure and private communication networks. These markets have significant market growth potential, and we are already a market leader, with several large projects completed.
Overview +
* We are Eltel
* Resilient infrastructure for a more sustainable future
* 2025 in brief
* CEO statement › Why invest in Eltel?
* Strategic priorities and progress
Markets and solutions +
Segments +
Sustainability +
Sustainability Statement +
Financial Statements +
Other +
Annual Report 2025 10
Strategic priorities and progress
The 2025–2028 Eltel Group strategy aims to build a platform for sustainable profitable growth to ensure long-term value creation for the company, its shareholders and society at large. We made good progress on our five strategic objectives during 2025.
Improved efficiency and profitability
- Improve planning and production control to reduce costs and enhance the management of contractors and procurement.
- Drive commercial matters such as pricing, contract management and payment terms.
Customer expansion in our traditional business areas
- Increase net sales from new customers in fixed and mobile communication, power transmission and distribution and smart metering.
Winning culture
- Continuously work in line with Eltel’s values of being proactive and striving for high quality and safety.
Significant net sales growth in new and adjacent markets
- Increase sales in the prioritized areas of data centers, energy storage, solar parks, charging infrastructure and private communication networks.
Industry leader in sustainability
- Aspire to be the sustainability leader in our industry.
- Place demands on our suppliers and support our customers in meeting their sustainability commitments.
Overview +
* We are Eltel
* Resilient infrastructure for a more sustainable future
* 2025 in brief
* CEO statement
* Why invest in Eltel? › Strategic priorities and progress
Markets and solutions +
Segments +
Sustainability +
Sustainability Statement +
Financial Statements +
Other +
Annual Report 2025 11
Markets and solutions
Overview +
* Markets and solutions +
* Global megatrends
* The Nordic market for critical infrastructure
* Our customers
* Life-cycle service solutions
* Case stories
Segments +
Sustainability +
Sustainability Statement +
Financial Statements +
Other +
Annual Report 2025 12
Global megatrends
Eltel is well positioned to benefit from the megatrends underpinning continued growth in demand for our services, supporting favorable pricing conditions.
| Megatrend | Impact on Eltel’s markets |
|---|---|
| Digitalization | New infrastructure to support reliable data processing. Meeting the need for more intensive data usage and AI. Growing need for data centers that rely on reliable and high-capacity communication and power infrastructure. |
| Electrification | Demand for more energy-efficient and smarter systems. Requirement for investments in power grids. |
| Climate change | Shift to renewable energy to support the green transition and meet increasing energy demand. Need for investments in renewable energy sources, electric vehicle (EV) charging and Battery Energy Storage Systems (BESS). |
| Geopolitical developments | Increased demand for resilient and secure critical infrastructure. Driving the need for upgrades and investments. |
The Nordic market for critical infrastructure
Communication
Shifts in the market
* Fiber build-out is slowing down, with the focus shifting to maintenance and upgrades.
* 5G investments are transitioning from new builds to upgrades.
New opportunities
* Growing demand for indoor coverage to address connectivity challenges in modern buildings.
* The data center market is expanding rapidly, requiring both communication and power solutions.
Power
Shifts in the market
* Aging infrastructure requires major reinvestments to expand capacity and secure electrification and cross-border flows.
* Smart grids can help meet the growing demand for digital and decentralized solutions in distribution networks.
New opportunities
* Battery Energy Storage Systems will become core infrastructure to help stabilize grids with a greater proportion of renewable energy.
* Solar expansion is experiencing rapid growth driven by regulations and investments in the green transition.
* The electrification of transport requires significant investments in EV charging infrastructure.
The Nordic infrastructure market is entering a strong growth phase, driven by electrification, the rapid expansion of data centers and AI, ambitious climate targets and geopolitical tension. Power and communication networks are increasingly developed together – for example, data center solutions require both high-capacity power supply and redundant fiber connections. The current geopolitical landscape further accelerates investments in resilience, including redundancy, real-time monitoring and strengthened cyber security. We expect a significant market growth over the next few years, mainly driven by demand in new business areas such as solar power, energy storage, data centers and power transmission.
Overview + Markets and solutions + • Global megatrends › The Nordic market for critical infrastructure • Our customers • Life-cycle service solutions • Case stories Segments + Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 14
Our customers
We help network owners and operators, industry and the public sector meet societal demands for digitalization, electrification and sustainability. Our traditional customer base includes communication and power network owners and operators. New business opportunities involve working with various public and private actors that are driving the digital and energy transition. Eltel is increasingly offering service solutions that optimize the performance of an asset throughout its lifespan by providing customers with ongoing maintenance, upgrades and eventual decommissioning or replacement. This generates recurring net sales from our life-cycle services.
| 43% | 29% | 15% | 12% |
Overview + Markets and solutions + • Global megatrends • The Nordic market for critical infrastructure › Our customers • Life-cycle service solutions • Case stories Segments + Sustainability + Sustainability Statement + Financial Statements + Other + Net sales by segment 2025 Annual Report 2025 15
We cover the entire life cycle of critical power and communication infrastructure and operate mainly under long-term frame agreements. Approximately 75% of our service delivery relates to upgrade and maintenance services.
Upgrades and modernization
We safely remove outdated assets and modernize infrastructure to boost capacity, reliability and resilience. We can collaborate cross-border to support customers with upgrades and technological adaptation.
Maintenance for optimization
Our service and maintenance solutions, combined with national coverage, ensure reliable communication and power networks. We quickly address faults to minimize downtime. Regular maintenance reduces outages and optimizes performance and continuous monitoring enables early issue detection.
End-to-end installation management
We manage projects from design through completion. Our knowledge of specific local conditions as well as national regulations simplify procurement processes. Our expertise and resources pave way for time efficient installation.
Life-cycle service solutions
Critical infrastructure
Upgrade
Installation
Service & maintenance
Decommission
Upgrade & modernization
Advisory
Advisory
Design & engineering
Procurement & logistics
Civil works & construction
Installation
Testing & commissioning
Advisory
Operations and predictive maintenance
Preventive maintenance
Corrective maintenance
Overview + Markets and solutions + • Global megatrends • The Nordic market for critical infrastructure • Our customers › Life-cycle service solutions • Case stories Segments + Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 16
Case stories
Eltel to the rescue after an unprecedented storm in Ireland
In January 2025, Eltel responded to a request from the Irish power network owner, ESB Networks, to help restore power to 815,000 properties following Storm Éowyn in Ireland. The storm caused significant damage to overhead power lines, which needed to be repaired. Thirty-eight Finnish Eltel technicians were quickly mobilized and worked in Ireland for two weeks to repair power lines and restore power for customers. This is great proof of Eltel’s ability to adapt to new and demanding situations. Adaptability will continue to be of crucial importance to Eltel.
Combining EV charging and energy storage in Finland
Almost all new EV charging stations in Finland are now combined with Battery Energy Storage Systems to ensure the simultaneous high-speed charging of multiple vehicles. Integrating Battery Energy Storage Systems into EV charging infrastructure guarantees a resilient power supply, even during grid fluctuations or outages. The combination of these two new markets is an exciting opportunity for Eltel as it can install both the charging infrastructure with a high-voltage grid connection and the Battery Energy Storage System solution.
Diversification of Eltel’s Network Operating Center in Denmark
Eltel’s Network Operating Center in Denmark has provided essential 24/7 surveillance, maintenance and technician repair solutions for various projects over the years – from rail infrastructure to hospitals. In 2025, the Network Operating Center began serving multiple Danish battery parks that are equipped with advanced sensors to enable around-the-clock monitoring. The surveillance contracts include essential preventative and corrective maintenance that are part of customer battery performance guarantee agreements, as well as technician repair services. The Network Operating Center provides Eltel with an important competitive advantage to provide life-cycle service for critical infrastructure across the Nordics.
Overview + Markets and solutions + • Global megatrends • The Nordic market for critical infrastructure • Our customers • Life-cycle service solutions › Case stories Segments + Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 17
Segments
Eltel has a decentralized country-based organization, where each segment has full responsibility for its financial performance. Our segments ensure we have the capabilities and flexibility to meet the specific needs of our geographic markets.
Overview + Markets and solutions + Segments +
* Finland
* Sweden
* Denmark & Germany
* Norway
Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 18
Finland
Key developments in 2025
Eltel Finland achieved record profitability during the year through both efficiency improvements and a significant growth in new business opportunities.
Market outlook and opportunities
- Growing data center market
- Strong demand for Battery Energy Storage Systems projects
- Potential to build on proven experience of solar parks and e-Mobility charging infrastructure
Enhanced efficiency drives profitability
The segment achieved significant gains in efficiency and profitability through operational excellence and process improvements. This included extensive training and the implementation of weekly follow-up routines to track production KPIs, gather feedback and act on results. New digital tools were introduced to help boost technician productivity, along with new production-based incentives to reward good performance.
Capitalizing on data center opportunities
Eltel Finland began several data center projects in 2025 and has a strong pipeline going forward. The ongoing projects mainly involve power grid connections and include some turnkey deliveries as well as fiber connections. Eltel Finland established a new data center unit during the year to meet the growing demand in the Finnish market.
Progress on sustainability
Eltel Finland is proactively reducing the emissions from its fleet by switching to HVO renewable diesel, which accounted for 40% of the fuel used in 2025. Some of its vehicles are also electric. The segment delivered its strongest safety performance to date, with a Lost Time Incident Frequency of 2.8 and only one minor accident. Eltel Finland’s employee satisfaction score, eNPS, also reached a new high of 19. In terms of customer satisfaction, the segment also achieved an all-time high.
“The fact that a significant portion of our net sales in 2025 came from new business – in data centers, solar, Battery Energy Storage Systems and e-Mobility – demonstrates that our business strategy works and shows the way forward for the rest of the Group.” – Juha Luusua, Managing Director, Eltel Finland.# Outlook for 2026
Eltel Finland will continue to drive efficiency as well as to focus on new business opportunities as customer demands, particularly within data center and energy storage, are expected to remain high.
Net sales 2025
| Communication | Power |
| :--- | :--- |
| 38% | 62% |
| 351.1 EUR million | |
Overview + Markets and solutions + Segments + › Finland • Sweden • Denmark & Germany • Norway Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 19
Sweden
Key developments in 2025
Eltel Sweden has continued to broaden its cus- tomer base with new power and e-Mobility agree- ments while keeping a strong position towards communication customers. The segment has a healthy pipeline, particularly in new business areas.
Market outlook and opportunities
- Growing public and defense infrastructure opportunities
- Strong market for solar, e-Mobility charging solutions and Battery Energy Storage Systems
Traditional markets provide solid foundation for growth
With a strong nationwide coverage and customer base, Eltel Sweden has successfully serviced our communications customers, including telecom operators and public infrastructure customers, positioning the company for continued growth. Consistent with 2024, smart grid projects for large power customers were important in 2025, both from a profitability perspective but also as a way to build closer customer relationships and winning new contracts in the power business area.
Expanding new business opportunities
Eltel Sweden has a proven track record within solar parks and e-Mobility. In 2025 some of the new larger opportunities related to solar parks were delayed, partly related to the macroeconomic environment. However, in late 2025, several potential customers started or restarted their projects creating a promis- ing pipeline for early 2026. There are also future op- portunities within energy storage and data centers.
Progress on sustainability
The segment remains ahead of schedule on its carbon emissions target, thanks to a more sustain- able vehicle fleet, including electric vehicles and HVO renewable diesel. Eltel Sweden maintained a low number of lost time injury frequency during the year with a LTIF of 3.1. The employee motivation index improved from 3.8 to 3.9. Customer satisfac- tion index increased from 70 to 72 in 2025, and the customer net promoter score was improved from 7 to 19.
Net sales 2025
| Communication | Power |
| :--- | :--- |
| 82% | 18% |
| 239.2 EUR million | |
Outlook for 2026
Eltel Sweden anticipates growth in both traditional communication and power business areas and in Solar PV, Battery Energy Storage Systems and e-Mobility. The segment will also enhance internal efficiency by optimizing production, support functions, and subcontractor efficiency.
“In 2025, we achieved net sales growth and improved profitability, while also expanding our customer base in power, thereby position- ing ourselves to capitalize on new business opportunities going forward.” – Klas Elmberg, Managing Director, Eltel Sweden.
Overview + Markets and solutions + Segments + • Finland › Sweden • Denmark & Germany • Norway Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 20
Denmark & Germany
Key developments in 2025
The Denmark & Germany segment increased its profitability during the year despite a slight decrease in sales. This was achieved through operational efficiency initiatives and good progress in key markets.
Market outlook and opportunities
- Battery Energy Storage Systems and data centers have strong growth potential in Denmark
- Significant smart meter opportunities in Germany
- Potential to capture additional aftermarket opportunities
Creating alternative traditional business streams
Eltel in Denmark continues to work with fixed and mobile communication intensification and main- tenance services. Despite weaker markets, it has created alternative opportunities, such as fiber in- stallations for residential associations and expand- ing the street lighting business. Eltel has diversified its Network Operations Center offering and con- tinued to expand the customer base in traditional power services in Denmark.
New business opportunities
Eltel continues to provide grid connections to solar parks in Denmark supported by a good pipeline. During the year, it won Battery Energy Storage System projects during the year and began offer- ing 24/7 Network Operations Center surveillance and maintenance services to battery parks. Data centers represent a market with significant oppor- tunities for Eltel in Denmark. In Germany, Eltel is leveraging its gas adjustment capabilities to expand into heat pump installation.
Transition to electric smart meters in Germany
In Germany, Eltel installs water, gas, heating and electricity meters and conducts gas adjustment services. The focus is increasingly on electric smart meter installations.
Progress on sustainability
The segment is on track with its decarbonization targets and the electrification of its fleet, with new vehicles added during the year. In Germany, a new focus on HVO renewable diesel has been initiated. Health and safety targets are also being met through ongoing work to promote a culture of safety. The seg ment had no major accidents and a Lost Time Injury Frequency (LTIF) of 2.4 in 2025. Employee satisfaction remained at a high level during the year and the segment continues to perform above the industry benchmark.
Outlook for 2026
Eltel Denmark & Germany has adjusted its or- ganization to capture market opportunities going forward. Operational excellence initiatives will be implemented in Germany to further improve efficiency and profitability.
“We made good progress during the year to diversify our business, boost our operational efficiency, and increasing our aftermarket and life-cycle services.” – Yathukulan Kankesan, Managing Director, Eltel Denmark & Germany.
Net sales 2025
| Communication | Power |
| :--- | :--- |
| 35% | 65% |
| 125.6 EUR million | |
Overview + Markets and solutions + Segments + • Finland • Sweden › Denmark & Germany • Norway Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 21
Norway
Key developments in 2025
Eltel Norway stabilized its business during the year by implementing a cost-saving and improve- ment plan and by diversifying its customer base, including strengthening its offering in critical infra- structure and new markets such as data centers.
Market outlook and opportunities
- The growing data center market
- Opportunities to broaden the critical infrastructure customer base
Focus on commercial excellence and operational efficiency
As part of an improvement plan, Eltel Norway has switched to monitoring its performance KPIs on a weekly basis, which has helped reduce sick leave and increase its technician utilization rate. Profit and loss responsibility has also been delegated to first line managers to drive performance and sales through local plans.
Capitalizing on competitive advantages in critical infrastructure
With the necessary expertise, a nationwide 24/7 presence and two thirds of its workforce possessing security clearance, Eltel Norway has a competitive edge in the Norwegian critical infrastructure market. By leveraging its successful ongoing road, rail and defense deliveries, the segment is expanding into adjacent critical infrastructure markets.
Tapping into the growing data center market
Eltel won its first data center project in Norway in 2025 and has the potential to win more going for- ward. The segment can offer data center customers holistic services, from design and build to service and maintenance contracts.
Progress on sustainability
Eltel Norway works to meet the sustainability re- quirements of its customers. Around a third of the segment’s fleet are electric vehicles. Health and safety remain a top priority with a focus on improving performance. In 2025, the number of safety audits in the field increased and new digital tools were introduced to facilitate job safety analyses.
Outlook for 2026
Eltel Norway will continue to diversify its business and enter new and adjacent markets in 2026 to deliver improved profitability. The segment is well positioned to meet rising demand driven by electri- fication, digitalization, sustainability and evolving regional security needs.
“Our competitive edge in critical infra structure is our experience and nationwide delivery teams, operating 24/7 and compliant with the highest level of security and ISO certified processes and systems.” – Ingrid Tjøsvold, Managing Director, Eltel Norway.
Net sales 2025
| Communication | Power |
| :--- | :--- |
| 99.7% | 0.3% |
| 100.0 EUR million | |
Overview + Markets and solutions + Segments + • Finland • Sweden • Denmark & Germany › Norway Sustainability + Sustainability Statement + Financial Statements + Other + Annual Report 2025 22
Sustainability
Overview + Markets and solutions + Segments + Sustainability + • Sustainability • Sustainability at the core of our operations • People first – business success through care and engagement Sustainability Statement + Financial Statements + Other + Annual Report 2025 23
Sustainability
Eltel’s commitment to sustainability guides strategic decisions and builds trust with partners, employees and investors. In addition to meeting regulatory requirements, we engage in voluntary global frameworks to strengthen transparency, enable external evaluation and gain deeper insight into our impacts.
Sustainable Development Goals
We support all the SDGs, but as a sustainability leader in the infranet industry, we believe we can make the greatest contribution to seven of the goals under the broad themes of “responsible employer,” “sustainable communities” and “climate and the environment”.
Responsible employer
We promote health and safety, provide fair and decent work for our people and the employees of our supply chain partners and support workplace diversity and gender equality.Sustainable communities Eltel builds and maintains the infranets that enable the transition to a more resilient and sustainable society. Climate and the environment The infranet solutions Eltel provides enable the transition to a robust, resilient and carbon-neutral society. Eltel also works actively to reduce the climate impact of its own operations and aligns its business with circular economy principles.
Sustainability frameworks
UN Global Compact: Eltel aligns its strategy and processes with the Compact’s ten principles on human rights, labor, environment and anti-corruption.
Science Based Targets initiative (SBTi): Eltel’s near-term climate targets are approved by the SBTi.
CDP: In 2025, Eltel scored B in Climate and C in Water Security, improving from B- in Climate the previous year.
EcoVadis: In 2025, Eltel achieved an overall score of 63/100, up from 56/100 in the previous assessment, for performance in environment, labor and human rights, ethics and procurement.
| Metric | Value |
|---|---|
| Lost Time Injuries per million working hours | 3.0 |
| Employee satisfaction score | 3.9 |
| 9,109 tCO₂e scope 1 emissions | -36% from 2024 |
Overview + Markets and solutions + Segments + Sustainability + › Sustainability • Sustainability at the core of our operations • People first – business success through care and engagement Sustainability Statement + Financial Statements + Other + Annual Report 2025 24
Sustainability at the core of our operations
Health and safety
Ensuring our employees and subcontractors return home safely every day is our top priority. We foster and promote a strong safety culture through training, robust processes and continuous improvements.
Responsible procurement
We place environmental and social demands on our subcontractors and material suppliers – including manufacturers and wholesalers. The Eltel Supplier Code of Conduct ensures our partners are committed to our policies and principles.
Business ethics
Respecting human rights is one of our fundamental business principles and involves complying with all applicable laws and regulations as a minimum, as well as Group policies and agreements with value chain partners.
Climate and environment
Climate change mitigation is our most material environmental priority. We reduce fossil fuel use in our fleet, have science-based climate targets and prioritize working with suppliers that have their own climate targets.
Our people
With the aspiration to be the employer of choice in our industry, we focus on employee satisfaction, engagement and development opportunities. We drive progress through various initiatives and follow up on performance through employee surveys.
Eltel is currently updating our Sustainability Strategy to align with the CSRD. This Annual Report includes Eltel's first Sustainability Statement according to the ESRS standard. Read pages 26–67 for more on the focus areas listed on this page.
We aspire to be the sustainability leader in our industry and therefore focus on the topics that are most material to our business and our impact within our value chain: health and safety, climate and the environment, our people, responsible procurement and business ethics. We also help our customers meet societal expectations for sustainability by helping them meet their own objectives, such as through our Green Choice solutions that offer calculation tools, and solutions to effectively reduce scope 3 CO2 emissions.
Overview + Markets and solutions + Segments + Sustainability + • Sustainability › Sustainability at the core of our operations • People first – business success through care and engagement Sustainability Statement + Financial Statements + Other + Annual Report 2025 25
People first – business success through care and engagement
As a people-focused company, our success depends on creating safe, engaging and fulfilling workplaces that attract, nurture and retain talented individuals.
Health and safety is our top priority
We work to proactively build a strong safety culture through regular safety meetings and trainings, ensuring the correct safety equipment is always used and fostering a shared commitment to continuous improvement. Our most salient day-to-day health and safety risks for employees and supply chain partners include road safety, electrical safety and working at height. We constantly seek to identify and implement more modern and safer solutions and processes to reduce risk. Health and safety is managed on a Group level, with our segments implementing their own plans and deliverables based on their local situation.
The employer of choice
Our goal is to be the employer of choice in our industry by focusing on employee satisfaction, engagement and development opportunities. With around 4,000 employees, it is essential that we attract, recruit and retain the right people. Our aim is to provide good development opportunities, and every employee has an annual performance and development dialogue with their manager. We have ongoing initiatives to promote a good team spirit throughout our operations and the Eltel culture, such as by encouraging our employees to live our values. We conduct annual Group-wide employee engagement surveys and measure Employee Net Promoter Scores (eNPS) on a segment level to assess employee job satisfaction based on their willingness to recommend Eltel to others.
Values
Our values inspire our teams and are grounded in a shared vision for the future:
- Create opportunities
We are proactive and drive our colleagues, partners and customers to go further and beyond expectations to find profitable and more sustainable solutions. - Care for life
We set high standards of safety, promote good working environments and take responsibility for the environment. - Always professional
We earn the trust of society through our extensive industry knowledge and our track record of never compromising on safety and quality. - Combine strengths
We collaborate closely with our customers and partners and strive to work across teams, business areas and countries.
Employees per segment, FTE
| Segment | Percentage |
| :--- | :--- |
| Norway | 14% |
| Finland | 33% |
| Group Support Functions | 8% |
| Sweden | 24% |
| Denmark & Germany | 20% |
Overview + Markets and solutions + Segments + Sustainability + • Sustainability • Sustainability at the core of our operations › People first – business success through care and engagement Sustainability Statement + Financial Statements + Other + Annual Report 2025 26
Sustainability Statement
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 27
General information
General basis for preparation of the Sustainability Statement 28
Disclosures in relation to specific circumstances 28
Risk management and internal controls over sustainability reporting 28
The role of the administrative, management and supervisory bodies 29
Integration of sustainability-related performance in incentive schemes 30
Sustainability policy framework 30
Strategy, business model and value chain 31
Interests and views of stakeholders 32
Double materiality assessment 33
Material impacts, risks and opportunities and their interaction with strategy and business model 34
Environment
E1 Climate change 36
Material climate impacts, risks and opportunities 36
Transition risk assessment 36
Transition plan for climate change mitigation 36
Policies related to climate change 37
Integration of climate-related performance in incentive schemes 38
Actions and resources in relation to climate change 38
Targets related to climate change mitigation 39
Energy consumption and mix 40
Gross scopes 1, 2, 3 and total GHG emissions 41
E4 Biodiversity and ecosystems 43
Material impacts, risks and opportunities 43
Policies related to biodiversity and ecosystems 43
Actions and resources in relation to biodiversity and ecosystems 43
E5 Resource use and the circular economy 44
Material impacts, risks and opportunities 44
Policies related to resource use and circular economy 44
Actions and resources in relation to resource use and circular economy 44
Targets related to resource use and circular economy 44
Resource inflows 44
Resource outflows 44
EU taxonomy 45
Social
S1 Own workforce 49
Material impacts, risks and opportunities 49
Policies related to own workforce 49
Processes for engaging with own workforce and workers’ representatives about impacts 50
Processes to remediate negative impacts and channels for own workers to raise concerns 50
Actions and resources in relation to own workforce 50
Targets related to employees 51
Characteristics of Eltel’s employees 52
Collective bargaining coverage and social dialogue 53
Diversity metrics 53
Adequate wages 53
Social protection 53
Health and safety 53
Work-life balance metrics 53
Remuneration metrics (pay gap and total remuneration 54
Incidents, complaints and severe human rights impacts 54
S2 Workers in the value chain 55
Material impacts, risks and opportunities 55
Policies related to value chain workers 55
Processes for engaging with value chain workers about impacts 55
Processes to remediate negative impacts and channels for value chain workers to raise concerns 56
Actions and resources in relation to value chain workers 56
Targets and metrics related to value chain workers 56
S3 Affected communities 57
Material impacts, risks and opportunities 57
Policies related to affected communities 57
Processes for engaging with affected communities about impacts 57
Processes to remediate negative impacts and channels for affected communities to raise concerns 57
Actions 57
Governance
G1 Business conduct 58
Material impacts, risks and opportunities 58
Business conduct policies and corporate culture 58
Management of relationships with suppliers 58
Prevention and detection of corruption and bribery 59
Incidents of corruption or bribery 59
Annexes to the Sustainability Statement
Statement on due diligence 60
ESRS disclosure# requirements covered in the Sustainability Statement
61 Disclosures from other EU legislation 64
Table of contents
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement +
• General information
• Environment
• Social
• Governance
• Annexes to the sustainability statement
Financial Statements + Other + Annual Report 2025 28
BP-1 General basis for preparation of the Sustainability Statement
The 2025 Sustainability Statement of Eltel has been prepared in accordance with the European Sustainability Reporting Standards (ESRS), as referenced in Chapter 6 of the Swedish Annual Accounts Act, and includes disclosures required by Article 8 of the EU Taxonomy Regulation. The reporting period is the same as for the financial reporting, which is the calendar year ending on December 31, 2025. The Sustainability Statement is prepared on a consolidated basis for the parent and group companies of Eltel AB. The scope of consolidation is the same as that of the financial statements. None of Eltel’s subsidiaries are required to prepare separate ESRS-aligned sustainability statements. BP-1-5b(i), BP-1-5b(ii)
The Sustainability Statement covers information of Eltel’s own operations as well as relevant upstream and downstream aspects of the value chain. The primary reporting level is the Group. Where relevant or required under the ESRS, informa- tion and metrics are presented at segment or country level, covering Eltel’s operations and activities in Finland, Sweden, Norway, Denmark, Germany, Lithuania, and Poland. BP-1-5c
The reporting principles for the different sustainability matters are presented in the context of each respective disclosure. The metrics in this sustainability statement have not been validated by an external party apart from Eltel’s assurance provider. MDR-M-77b
Eltel has not omitted any information corresponding to intel- lectual property, know-how or the results of innovation. BP-1-5d
General information
BP-2 Disclosures in relation to specific circumstances
Time horizons
For the purposes of this Sustainability Statement, the following time horizons are used: short term refers to one year, medium term to one to five years, and long term to five years and beyond. BP2-9a
GOV–5 Risk management and internal controls over sustainability reporting
Eltel’s risk management and internal control system for sustainability reporting is designed to comply with statutory Group-level reporting requirements and voluntary sustain- ability commitments. Sustainability reporting follows Eltel’s common risk management framework, which is based on the ISO 31000 standard applied across all levels of risk manage- ment. GOV-5-36b
The Group Sustainability Team is responsible for the prepa- ration and consolidation of the ESRS sustainability report, including the development and application of standards and methodologies. ESRS reporting uses Eltel’s internal report- ing processes, which are overseen by Group Finance, with Group Shared Services performing routine data validation and support activities. The EU Taxonomy reporting is managed by Group Finance. GOV-5-36a
Key risks associated with sustainability reporting relate to the accuracy and completeness of reported information. Eltel is committed to maintaining transparency and accountability throughout every stage of the reporting process. GOV-5-36c
To mitigate these risks, we apply a range of control activities. Our controls cover processes at both Group and country levels, including internal audits, routine data validation, process moni- toring, and internal controls that support accurate data gathering, verification, and reporting. Ongoing monitoring of reporting regulations, along with evaluations and develop- ments in colla- boration with third-party consultants and audi- tors, further strengthens our process. The results of risk assessments and control evaluations are integrated into core functions and processes. GOV-5-36d
Findings are communicated across departments, and regular updates are provided to the Group Management Team and the Audit Committee, ensuring that significant findings or adjust- ments in risk management and controls are reviewed and approved at the appropriate governance levels. GOV-5-36e
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 29
Topics addressed by the Board in 2025
Specific agenda items related to sustainability were discussed during BoD and AC meetings. The BoD and AC were briefed by the Group Management Team and the heads of relevant functions, including Sustainability and Internal Audit. Material sustainability-related topics discussed during the reporting year included:
• Materiality assessment and sustainability impacts, risks, and opportunities
• Progress toward the climate targets and application of the new science-based Scope 3 target
• Health and safety performance
• Incidents and whistleblowing system
• Employee engagement survey results
• Sustainability-linked financing GOV1-1-22a, GOV-2-26b, GOV1-2-26c
Group management
The Group Management Team consists of nine members, four of whom are women. Eltel’s President and Chief Executive Officer (CEO) holds the highest senior management-level posi- tion, responsible for overseeing the company’s environmental, social, and governance (sustainability) impacts, risks and op- portunities. The CEO reports directly to the Board of Directors. The CEO chairs the Group Management Team (GMT), which integrates sustainability considerations into high-level deci- sion-making, including the development and implementation of Eltel’s business strategy and Group-level sustainability target setting. The GMT provides regular updates to the Board on sustainability matters, including progress against established targets, at minimum on an annual basis. Supporting the GMT are specialized Group functions, including Sustainability, Health and Safety, and IT. Eltel’s Sustainability Team plays an important role in sustainability governance by setting frameworks, coordinating initiatives and facilitating collaboration across countries. GOV-1-23a
Country-level management
In each operating country, local management teams are responsible for addressing sustainability matters across var- ious functions, such as HR, HSSEQ (Health, Safety, Security, Environment, and Quality), finance, legal, procurement, and customer relations. These functions have primary reporting lines to their respective country CEOs and maintain functional links to Group-level functions through a matrix structure. GOV-1
The role of the administrative, management and supervisory bodies
Board of directors
The Board of Directors comprises six members elected by the Annual General Meeting, all of whom are non-executive members. Two of the members are women, representing 33%. In addition, there are two employee representatives on the Board. The proportion of board members who are independent of the company is 100%. Information on the experience of the Board of Directors, as well as details of board members, their experience, and the processes of internal control, internal audit and risk management, is available in the Board of Directors section of the Corporate Governance Report. GOV-1-21a, GOV-1- 21b, GOV-1-21c, GOV-1-21d, GOV-1-21e, GOV-1-22a, GOV-1-22c(iii)
Board responsibilities in sustainability governance
The Board of Directors (BoD) is responsible for overseeing Eltel’s sustainability matters. The BoD has the overall responsi- bility for overseeing the implementation of the business strategy, including the integration of environmental, social and govern- ance-related considerations. The BoD and its committees, including the Audit Committee (AC), are responsible for:
• Approving Eltel’s sustainability policies and commitments.
• Approving the business plan, including objectives, strategies, and risks, as set out in the Board Charter, which includes matters related to sustainability.
• Approving sustainability targets as part of its mandate to establish overall objectives and strategy.
• Overseeing material sustainability matters by regularly reviewing Eltel’s sustainability risks and performance.
• Reviewing annual sustainability reporting.
• Overseeing the internal and external audit processes and monitoring compliance. GOV1-1-22a, GOV-1-22b, GOV-1-22c(i), GOV1-22d, GOV-2-26b
Sustainability governance and management
| Country Unit sustainability managing teams | HSE network |
| Sustainability Management Team | Sustainability Team |
| Country Units | Head of Sustainability |
| Group Management Team | Group Business Development |
| President and CEO | Board of Directors |
GOV1-22c(ii)
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 30
GOV-3 Integration of sustainability-related performance in incentive schemes
Sustainability-related performance is incorporated into the short-term incentive scheme of the CEO and the members of the Group Management Team. The aim of the short-term incentives is to reinforce the right performance and behavior, both financially and operationally, and to align individual per- formance with the company’s business strategy and long-term interests. These guidelines are approved and updated at the Annual General Meeting of shareholders. The sustainability- related performance indicators are aligned with our sustaina- bility priorities: health and safety and climate change mitigation.
Health and safety: accounting for 5% of the short-term incentives is measured by the Lost Time Injury Frequency Rate (LTIFR).
Climate change mitigation: accounting for 5% of the short-term incentives is measured using three KPI’s derived from Eltel’s SBTi targets.• Decreasing direct emissions
• Increasing the share of renewable electricity
• Increasing the share of supply chain emissions covered by suppliers with SBTi targets
GOV-3-29a–e MDR-P Sustainability policy framework
Sustainability Policy
Among Eltel’s sustainability-related policies, the Sustainability Policy plays a central role by defining overarching sustainability objectives and guiding the integration of sustainability across the organization. The policy sets out Eltel’s commitment to preventing and reducing adverse environmental, social and governance impacts in its operations and value chain, embedding sustainability considerations into strategy and day-to-day operations, ensuring transparent communication on sustainability-related impacts, risks and opportunities, continuously improving target-setting, performance evaluation and reporting, and engaging stakeholders through active dialogue on sustainability matters.
Oversight of policies
The CEO has ultimate accountability for the implementation of all policies within the Group, supported by function management who hold accountability for specific policy areas. The CEO oversees the Group policy management system, including the maintenance, review and availability of policies to management and relevant stakeholders. Eltel's sustainability policies apply to Eltel Group, including all its subsidiaries. Topic-specific policies extend to business relationships and the value chain as described in the corresponding topical standards. Key contents of each policy, as well as references to external standards and initiatives, are provided in the relevant topical sections of this report.
Monitoring policy implementation
Eltel monitors the implementation and effectiveness of its policies for material sustainability matters through KPI and target tracking, internal audits, external sustainability assessments, regular business reviews and annual policy evaluations conducted by the responsible functions. Stakeholder interests are considered through dialogue with customers and suppliers, grievance channels and other feedback processes.
Eltel’s sustainability policies
| Policy | Applies to ESRS topics | Most senior organizational level accountable for implementation | Availability |
|---|---|---|---|
| Code of Conduct | General Counsel and Head of Sourcing | Public | |
| Supplier Code of Conduct | S2 | General Counsel and Head of Sourcing | Public |
| Sustainability Policy | E1, E4, S3 | Business Development Director | Public |
| People Policy | S1 | CEO | Public |
| People Instruction | S1 | Local HR Directors | Eltel internal |
| HSSEQ Policy | E4, E5, S1, S2, S3 | Group HS&E Director | Eltel internal |
| Environmental Policy | E1, E4, E5 | Business Development Director | Public |
| Responsible Procurement Policy | E5, S2, G1 | General Counsel and Head of Sourcing | Public |
| Anti-bribery and anti-corruption Policy | G1 | General Counsel and Head of Sourcing | Public |
| Whistleblowing Policy | S1, S2, S3, G1 | General Counsel and Head of Sourcing | Public |
| Competition Instruction | G1 | General Counsel and Head of Sourcing | Eltel internal |
| Finance Policy | G1 | CFO | Eltel internal |
MDR-P Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 31
SBM-1 Strategy, business model and value chain
Strategy and business model
Eltel is a service provider for critical communication and power infrastructure. We deliver a comprehensive range of solutions – from maintenance and upgrade services to turnkey project delivery. This includes design, planning, building, installing and securing the operation of networks. Eltel operates in Finland, Sweden, Norway, and Denmark, and is also represented in Germany and Lithuania. Additionally, we have Group support functions based in Poland.
SBM-1-40a(i)
Integration of sustainability into business strategy
Eltel’s business strategy integrates sustainability in two key dimensions:
1. Ensuring sustainability across the value chain: Eltel sets clear objectives for reducing greenhouse gas emissions, safeguarding people, and promoting responsible business practices throughout the value chain. We place high sustainability requirements on our suppliers and support our customers in meeting their own sustainability commitments – for example through our Eltel Green Choice offering. Sustainability performance is becoming an increasingly important factor in customer evaluations. In line with new EU regulations, our customers now demand greater transparency and sustainability reporting from their suppliers. We view our systematic work to achieve a sustainable and transparent value chain as a driver of competitiveness and long-term business resilience.
2. Capturing opportunities from the energy transition: Eltel’s strategy also focuses on meeting the changes in market demand driven by the transition to renewable energy. Our service solutions play a vital role in enabling electrification. We expect to see significant growth within our solutions for solar power, e-mobility, battery energy storage, and smart grids over the coming years. By enabling electrification and renewable energy, we contribute directly to decarbonization of society. This aligns with our vision: Always connected, always powered – we make it happen by transforming society for a sustainable future.
SBM-1-40e, SBM-1-40f, SBM-1-40g
Sustainability goals
Sustainability-related goals embedded in Eltel’s strategy include:
* Becoming an industry leader in sustainability
* Leading health and safety with a vision of zero accidents
* Reducing climate impact in line with Eltel’s science-based targets
* Engaged employees
* Growth in renewable-energy solutions such as solar, energy storage, and e-mobility.
Value chain
Eltel’s main inputs are skilled employees and subcontractors, and materials. The outputs of our activities are high-performing communication networks, upgraded power grids, and solutions that enable digitalization and electrification. These create outcomes such as reliable infrastructure for customers, predictable and responsible growth for investors, and wider societal benefits through electrification and connectivity.
SBM-1-40d, SBM-1-42a, SBM-1-42b
Direct operations
The core of our value chain is the services carried out by our 4,000 employees. The number of employees per country is described under S1 – Own workforce. We operate across a network of 135 facilities, each often facilitating multiple activities, including office work, warehousing and waste sorting. Our services, which involve mobile work in different locations, rely on a leased fleet of around 3,000 vehicles.
Upstream value chain
Our procurement of materials and supplies encompasses a range of network materials and components. The scope of material procurement responsibilities that we assume varies by project, depending on the specific customer and project requirements. Key actors in Eltel’s upstream value chain include subcontractors, wholesalers, and manufacturers of materials and supplies. The majority of our tier 1 suppliers are located in Europe. We work with an extensive network of subcontractors, whose services encompass construction, installation, and other professional services.
Downstream value chain
Eltel’s customers include telecommunication and power network owners and operators, utility companies, industrial customers, and the public sector. We play a crucial role in ensuring that critical power and telecommunication networks function as they should. The sites are often situated close to areas where people live, work or commute. This necessitates upholding high standards of health and safety to prevent any risk of negative impact on local communities.
SBM-1-40a(ii), SBM-1-40a(iii), SBM-1-42b, SBM-1-40c
As a service provider for critical infrastructure, Eltel plays a vital role in building resilient societies. Our solutions contribute directly to sustainable development by:
* Enabling the energy transition – supporting the shift to renewable energy and smarter grids
* Building climate resilience – ensuring networks can withstand storms, outages, and extreme weather
* Connecting communities – maintaining essential communication and power links that keep people connected
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 32
SBM-2 Interests and views of stakeholders
Eltel aims to build meaningful collaboration and open dialogue on sustainability issues with stakeholders. Through active engagement, we aim to address key concerns, align on shared goals, and drive positive environmental and social outcomes together.
Stakeholder approach
| Stakeholder | Stakeholder engagement | Themes important to stakeholders | Impact on Eltel’s operations, business model and strategy |
|---|---|---|---|
| Own workforce (Employees) | • Employee engagement survey • PDDs (Performance and Development Dialogue) • Cooperation with unions and employee representatives • HSSEQ reporting • Trainings • HSE audits | • Health and safety • Leadership and manager relations • Remuneration and benefits • Equal treatment and opportunities • Competence development | • Health and safety management • Eltel’s values • Training and leadership development • Certified work safety management system |
| Subcontractors and suppliers | • Safety orientations and daily collaboration • Meetings • Supplier surveys • Safety walks and audits • Suppliers’ events • Long-term partnerships | • Safety and work environment • Pricing and terms • Ethics and compliance | • Subcontractor orientation and training • Support of SMEs in SBTi target setting • Supplier code of conduct and responsible procurement policy • Incorporation of sustainability requirements in contracts and related processes |
| Customers | • Customer surveys • Meetings with customers | Customers’ supply chain events | |
| * CDP and EcoVadis | |||
| * Climate change mitigation | |||
| * Health and safety | |||
| * Ethics and compliance | |||
| * Upstream value chain responsibility | |||
| * Aligned sustainability targets with customers’ climate ambition | |||
| * Collaboration in climate change mitigation | |||
| * Certified work safety, quality and environmental management system |
Shareholders
* Annual General Meeting
* Investor dialogue
* Press releases
* Board meetings
* Mitigation of climate impact
* Compliance and sustainability reporting
* Integration of sustainability as part of our culture, operations and service offering
* Implementation of strategy for sustainable and profitable growth
* Transparency through sustainability disclosures
Creditors
* ESG dialogue with creditors
* Double materiality assessment
* Environmental sustainability
* Good quality sustainability reporting
* CSRD reporting and assurance
Communities and end-users
* Cooperation with authorities
* Customer service
* Security of power supply
* Continuity of telecommunication services
* Safety; pedestrian and traffic management
* Environmental management
* Emergency preparedness
* Health and safety management
SBM-2-45a(i)–(v), 45b, 45c(i)
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 33
IRO-1 Double materiality assessment
Eltel’s sustainability priorities and reporting is grounded in a double materiality assessment (DMA). In line with the ESRS, the company identifies and assesses sustainability-related impacts, risks and opportunities (IROs) to determine the topics that are material for disclosure. Eltel conducted its first double materiality assessment in 2024, which established the methodology and process now used to re-evaluate IROs each year. The 2025 assessment applied this framework to update the Eltel’s materiality conclusions. The DMA is reviewed and updated annually as part of Eltel's regular reporting cycle. IRO-1-53a, IRO-1-53h
Scope and methodological approach
The basis of DMA are the sustainability topics, sub-topics, and sub-sub-topics defined in the ESRS, complemented by other potentially relevant matters identified through additional sustainability frameworks and stakeholder input. We identify and assess IROs across our own operations as well as activities in the upstream and downstream value chain. The assessment considers Eltel's value chain and business model, examining different parts of the operations and geographic locations to identify where particular sustainability impacts may occur. IROs are assessed across short-, medium-, and long-term time horizons. The DMA also identifies the interconnections of risks and opportunities to Eltel’s strategy and sustainability impacts. IRO-1-53a, IRO-1-53b(i), IRO-1-53b(ii), IRO-1c(i)
Inputs and analytical tools
The DMA is informed by input from relevant internal stakehold- ers and, where appropriate, external experts. Insights from stakeholder dialogue, grievance mechanisms, and specialist expertise are used to support the assessment. The DMA draws on information from our enterprise risk management (ERM) and other risk management processes, including HSEQ risk assessments. We review the alignment between the DMA and ERM processes annually as part of the Group’s risk management cycle. Significant risks are reviewed by the Group Risk Management Team and the Audit Committee during this cycle. The identification of sustainability-related opportunities is based on inputs from Eltel’s strategy, reviews of business oper- ations, and engagement with customers, suppliers, and other external stakeholders. In addition, internationally recognized sustainability frame- works are used to frame expectations for responsible business conduct and comprehensive topic coverage, while thematic and sector-specific tools support a more granular assessment of impacts. These include:
* SASB Materiality Finder
* ENCORE tool for natural capital dependencies
* Task Force on Climate-related Financial Disclosures (TCFD)
* UNEP FI’s human rights guidance
* WWF’s Water Risk Filter
* Transparency International’s Corruption Perceptions Index.
IRO-1-53a, IRO-1-53b(iii), IRO-1-53c(iii) IRO-1-53h, IRO-1-53e, IRO-1-53g
Scoring and thresholds
To assess the materiality of each identified IRO, we apply a scoring framework using 1-to-5 assessment scales for each factor contributing to impact or financial materiality. Factors contributing to impact materiality include the scale and scope of an impact, the irremediability of a negative impact, and the likelihood of potential impacts. Financial materiality is evaluated based on the magnitude and likelihood of financial effects, with overall materiality determined by multiplying these scores. When quantitative financial infor- mation on the magnitude of potential effects was not available, qualitative criteria are applied to assess the significance of potential financial impacts. We have defined materiality thresholds for both impact and financial materiality: impacts with an average score of 3 or higher across the applicable assessment criteria, and risks and opportunities with a score of 10 or more, are considered material. IRO-1-53b(iv), IRO-1-53c(ii), IRO-1-53g
Assessment process
The assessment process includes a review of potential sus- tainability matters and related positive and negative impacts across the value chain. Potential material risks and opportuni- ties are identified together with their connections to Eltel’s strategy and sustainability impacts. Internal stakeholders with subject-matter expertise are consulted, and internal documen- tation and public resources are used to inform the analysis. IRO-1-53b(iii), IRO-1-53c(i)
The DMA process is coordinated by the Group Sustainability Team, and the results are reviewed and validated in coopera- tion with relevant functions. The conclusions of the DMA are presented to and approved by the Group Management Team. IRO-1-53d
Outcome
The outcome of the 2025 assessment remains consistent with 2024, confirming climate change and health and safety as the most material topics from both an impact and financial perspective. Specifically, climate change mitigation and health and safety for both own employees and subcontractors remain the most material sub-topics. The tables on the next pages summarize the sustainability- related topics and sub-topics identified and assessed as material. The outcome is aggregated by ESRS topic. More information on how Eltel manages material impacts, risks, and opportunities is provided in the Environment, Social, and Governance sections of this report. IRO-1-53e–f
In the previous reporting period, ESRS E2 was assessed as material due to non-CO₂ air pollutant emissions from the vehi- cle fleet. Following a refined materiality assessment supported by external environmental expertise, it was concluded that Eltel does not operate site locations where pollution of air, water or soil results in significant environmental or human health impacts as envisaged under ESRS E2 AR 5–6. Consequently, ESRS E2 is assessed as not material for the current reporting period 2025. Emissions from fuel use are only addressed under ESRS E1 Climate Change. IRO-1-53h
Apart from this change, the 2025 double materiality assess- ment confirmed the materiality of previously identified topics and sub-topics. While certain impacts were further refined or described in greater granularity, these refinements did not result in changes to materiality conclusions. No new material opportunities were identified through the DMA beyond those already recognized in Eltel’s strategy. IRO-1-53h
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 34
SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model
| Material sustainability topics | ESRS standard | Topic Type | Description | Value chain occurrence** | Time horizons |
|---|---|---|---|---|---|
| E1 Climate change mitigation | E1 | Negative impact | GHG emissions from Eltel's direct operations and supply chain. | Upstream, Own operations | Short-, medium-, and long-term |
| E1 Energy | E1 | Negative impact | Fleet and subcontracted services rely significantly on fossil fuels; facilities use electricity and heating. | Upstream, Own operations | Short-, medium-, and long-term |
| E1 Climate change mitigation | E1 | Risk | Increased costs associated with climate change mitigation and the transition to lower-carbon inputs. | Upstream, Own operations | Medium- and long-term |
| E1 Climate change adaptation | E1 | Risk | Risk of supply chain disruptions. | Upstream, Own operations | Long-term |
| E1 Climate change adaptation | E1 | Opportunity | Increased revenue from climate adaptation–driven upgrades and expansion of power networks to enhance system resilience and integrate renewable energy. | Downstream | Short-, medium-, and long-term |
| E1 Climate change mitigation | E1 | Opportunity | Becoming the preferred partner through sustainable operations and low-carbon solutions. | Downstream | Medium- and long-term |
| E1 Energy | E1 | Opportunity | Revenue from renewables, smart grids, e-mobility and BESS. | Downstream | Short-, medium-, and long-term |
| E4 Direct impact drivers of biodiversity loss | E4 | Negative impact | GHG emissions, land use, freshwater and sea water use change and pollution due to raw material usage and fuel combustion in own operations and value chain contribute to biodiversity loss. | Upstream, Own operations | Long-term |
| E5 Resource inflows | E5 | Negative impact | Environmental impacts related to resource use and raw material extraction in the upstream value chain. | Upstream, Own operations | Short-, medium-, and long-term |
| E5 Waste | E5 | Negative impact | Waste generation, including hazardous waste, from own operations and decommissioning of infrastructure. |
* Entity-specific topics. ** Based on where in the value chain the impact occurs or the risk or opportunity originates.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 35
| ESRS standard | Topic | Type | Description | Value chain occurrence** | Time horizons |
|---|---|---|---|---|---|
| S1 | Collective bargaining and freedom of association | Positive impact | Eltel respects and promotes employees’ rights and cooperates with employee representatives in all operating countries. | Own operations | Short-, medium- and long-term |
| S1 | Training and skills development | Opportunity | Upskilling drives efficiency, enhances retention, and supports expansion into new and adjacent business areas. | Own operations | Medium- and long-term |
| S1 | Health and safety | Opportunity | A robust safety culture supports employee satisfaction and strengthens customer retention. | Own operations | Short-, medium- and long-term |
| S1 | Working conditions | Opportunity | Cross-border workforce represents a strategic opportunity to secure a skilled workforce. | Own operations | Short-, medium- and long-term |
| S1 | Work-life balance | Positive impact | Support for employees’ work–life balance. | Own operations | Short-, medium- and long-term |
| S1, S2 | Health and safety | Risk | Illness-related absences increase operational costs. | Own operations | Medium- and long-term |
| S1, S2 | Health and safety | Risk | Failure to meet health and safety requirements could adversely affect customer relationships. | Upstream, Own operations | Medium- and long-term |
| S2 | Health and safety of workers in the downstream value chain | Opportunity | Eltel's fall protection system, Turvatikas Safety Ladder, enhances occupational safety in the downstream value chain. | Downstream | Short-, medium- and long-term |
| S1, S2, S3 | Health and safety | Negative impact | Exposure of employees and subcontractors to inherent health and safety risks, with potential impacts on the safety of third parties in the vicinity of operations. | Upstream, Own operations | Short-, medium-, and long-term |
| S3 | Communities’ security- related impacts | Positive impact | Contribution to the security and continuity of energy supply through the development, upgrade, and maintenance of critical energy infrastructure. | Own operations, Downstream | Short-, medium-, and long-term |
| S3 | Communities’ security- related impacts | Opportunity | Revenue from opportunities linked to ensuring continuity of critical power and telecom networks. | Downstream | Short-, medium- and long-term |
| G1 | Corporate culture | Negative impact | Breaches of the Code of Conduct and Supplier Code may lead to adverse impacts on working conditions, the environment, or business integrity. | Upstream, Own operations | Short-, medium- and long-term |
| G1 | Corruption and bribery | Negative impact | Incidents of corruption or bribery in the value chain. | Upstream, Own operations | Medium- and long-term |
| G1 | Fair competition* | Negative impact | Potential adverse impacts on fair competition arising from non-compliance with competition and antitrust laws. | Own operations | Medium- and long-term |
| G1 | Responsible tax practices* | Positive impact | Tax contributions in operating countries. | Own operations | Short-, medium- and long-term |
| G1 | Corruption and bribery | Risk | Inadequate prevention and detection of corruption, bribery and fraud may result in financial losses. | Upstream value chain, Own operations | Medium- and long-term |
| G1 | Corporate culture | Opportunity | Promoting the Code of Conduct and a robust ethical culture can strengthen trust with employees, customers, and other stakeholders. | Short-, medium- and long-term |
* Entity-specific topics. ** Based on where in the value chain the impact occurs or the risk or opportunity originates.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + › General information • Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 36
SBM-3-E1 Material climate impacts, risks and opportunities
Climate change mitigation
Eltel's operations and value chain result in greenhouse gas emissions. These emissions represent an actual negative impact on climate change mitigation and are directly linked to our business model, which relies on mobility, facilities, subcontracting and materials to deliver services. The transition to a low-carbon economy creates both financial risks and opportunities for Eltel. The risks include increased costs from evolving climate-related reporting requirements, challenges in measuring and managing emissions performance across the value chain, and higher prices for low-carbon fuels and materials. The resources required to achieve greenhouse gas emission reduction targets may drive costs. At the same time, reducing emissions across our operations and value chain creates opportunities to become the preferred partner through sustainable operations and low-carbon solutions.
Climate change adaptation
Eltel’s business model depends on the availability of materials and services from external suppliers and subcontractors. Market developments linked to the low-carbon transition, together with increasing climate-related effects, may reduce supplier availability and increase uncertainty in upstream partnership arrangements, creating a risk of supply chain disruption. Climate change adaptation and the shift away from fossil fuels also require updates to power networks. This creates financial opportunities for Eltel to support the development of more resilient and adaptable network infrastructure, reflecting a realized opportunity linked to demand for network upgrades that enhance system reliability under changing climate conditions.
E1 Climate change Environment Energy Energy consumption is an integral part of Eltel’s operations and value chain. Our vehicle fleet and subcontracted services rely significantly on fossil fuels, while our facilities consume electricity and energy for heating. Energy use is therefore closely linked to how we deliver services and manage day-to-day operations. The energy transition also creates financial opportunities, including revenues from renewable energy, energy storage, smart grids and e-mobility, All material climate-related risks identified are transition risks. Climate-related physical risks identified in Eltel’s DMA do not exceed the materiality threshold.
SBM-3-E1-18 IRO-1-E1 Transition risk assessment Eltel conducted a transition risk assessment in 2025, applying the TCFD framework and ESRS principles. Scenario analysis was used to evaluate the magnitude and likelihood of material transition risks under two IEA-based climate scenarios: Stated Policies (STEPS) and Net Zero Emissions (NZE), the latter aligned with limiting global warming to 1.5°C. Risks were assessed across short (2025–2026), medium (2026–2031), and long-term (2031–2050) horizons, considering transition events such as carbon pricing, regulatory developments, market shifts, and stakeholder expectations. The assessment covered Eltel’s own operations and considered implications for upstream supply chains and downstream customer requirements. Findings are reflected in the DMA. While this analysis provides insights into how assets and business activities may be exposed to these transition events, creating both risks and opportunities, a more granular evaluation of physical risks and comprehensive resilience testing of the business model remains to be completed to fully assess strategic resilience.
E1-IRO-1-20c(i), E1-IRO-1-20c(ii), E1-IRO-1-21 E1-1 Transition plan for climate change mitigation Eltel is committed to reducing the climate impact both within its own operations and across the value chain. Eltel’s approach to climate change mitigation is guided by science-based targets, but a formal transition plan as defined in the ESRS E1-1 standard has not yet been prepared and approved.
Our science-based targets
Eltel has set near-term climate targets that were first verified by the Science Based Targets initiative (SBTi) in 2022. The targets cover an absolute emission-reduction target for scope 1, a renewable energy sourcing target for scope 2, and a supplier engagement target for scope 3. The scope 2 and scope 3 targets, while science-based, do not meet the definition of emission reduction targets under ESRS E1-1. In 2025, Eltel initiated the process of updating its scope 3 target from engagement-based to an absolute reduction target, aiming for a 25% reduction by 2030. A comprehensive transition plan, incorporating this updated target and additional decarbonization measures, is under development and expected to be completed in 2026. Eltel’s science-based climate targets are aligned with the Paris Agreement goal of limiting global warming to 1.5°C above pre-industrial levels. The new scope 3 target is set at the well-below 2°C ambition level.E1-1-16a Eltel has not yet committed to the SBTi’s long-term target; a roadmap toward 2050 decarbonization will be developed in connection with future long-term target-setting.
E1-1-16b Actions Eltel’s current roadmap, aligned with its near-term climate targets, extends to 2030 and covers actions across scopes 1, 2, and 3. The key decarbonization levers in each scope are:
* Scope 1 – Fleet emissions: Targeted annual emission reductions through the phased introduction of electric vehicles and fuel switching in Eltel’s operational fleet.
* Scope 2 – Purchased electricity: A gradual transition to 100% renewable electricity by 2030, achieved through the purchase of Guarantees of Origin (GOs) and renewable electricity contracts.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 37
- Scope 3 – Supplier engagement: Engagement and selection of suppliers that have set, or commit to set, validated science-based climate targets thereby driving emission reductions and value chain decarbonization in line with climate science.
E1-1-16b Progress in the implementation of decarbonization measures is monitored through climate targets. Performance against these targets is reviewed annually and reported to the GMT and BoD. All of Eltel’s climate targets have been approved by the BoD.
E1-1-16h Transition costs and EU taxonomy Operational expenditures (OpEx) linked to actions supporting the decarbonization consist mainly of costs related to renewable-energy premiums. Capital expenditures (CapEx) are moderate and relate mainly to fleet renewal through long-term vehicle leases.
E1-1-16c Eltel reports on EU Taxonomy eligibility and alignment for its economic activities in accordance with the delegated regulations on climate change adaptation or mitigation adopted under the Taxonomy Regulation. Eltel has not set specific objectives or targets related to the proportion of Taxonomy-aligned net sales, CapEx, or OpEx. Monitoring of Taxonomy-aligned activities continues as part of the company’s sustainability reporting processes.
E1-1-16e Locked-in emissions Eltel has no significant locked-in greenhouse gas emissions from key assets or products that could jeopardize the company’s achievement of its greenhouse gas emission-reduction targets or pose a transition risk.
E1-1-16d Eltel is not excluded from the EU Paris-Aligned Benchmarks.
E1-1-16g Eltel has not assessed the resilience of its strategy and business model in line with the ESRS by preparing a resilience analysis. Eltel plans to prepare the analysis during 2026.
E1-1-19 E1-2 Policies related to climate change Eltel manages its material impacts, risks and opportunities related to climate change through two main policies:
* Sustainability Policy
* Environmental Policy
The Sustainability Policy sets Eltel’s commitments relevant to climate change mitigation and adaptation, including co-operating with clients and value chain partners to reduce the environmental impacts of products and services, and reducing climate impacts in line with Eltel’s science-based emission reduction targets. It also recognizes climate-related opportunities by committing to provide infrastructure solutions that support the transition to a robust, resilient and carbon-neutral society. As set out in the Sustainability Policy, Eltel participates in selected external frameworks related to climate-related impacts, risks and opportunities, including the SBTi, CDP and EcoVadis, supporting target-setting, transparency and assessment of climate-related performance. The Environmental Policy complements this approach by defining standards and objectives for environmental management, covering climate change mitigation, resource use and circularity, biodiversity and ecosystems, and the management of chemicals and hazardous materials. Under this policy, Eltel commits to complying with applicable environmental regulations, applying the precautionary principle, and continuously improving the environmental efficiency of its operations and services. Material climate-related transition risks, relating to increased costs, implementation challenges and supply chain disruptions, are identified and managed through Eltel’s risk management and procurement processes rather than through climate change-related policies.
Climate change mitigation Eltel’s Sustainability and Environmental Policies address climate change mitigation impacts by committing to the reduction of greenhouse gas emissions in own operations and across the value chain, including through cooperation with customers, suppliers and other value chain partners.
E1-2-24a Climate change adaptation We recognize the importance of resilience in critical infrastructure. Through our services, we support the transition to renewable energy and contribute to climate-resilient power and network systems.
E1-2-24b Renewable energy deployment Our policies promote the replacement of fossil-fuel energy sources with renewable alternatives and the efficient use of energy across operations. Eltel aims to fully transition to renewable electricity by 2030 and prioritizes renewable energy sourcing whenever feasible.
E1-2-25d Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 38
E1-3 Actions and resources in relation to climate change Eltel manages material climate-related impacts, risks and opportunities in alignment with the objectives of its climate change-related policies and the science-based climate targets. The mitigation measures described below are implemented across the Group through country-level execution, with prioritization in Eltel’s main markets where climate-related impacts and emission reduction potential are greatest. During the reporting year, we advanced several key mitigation measures aligned with relevant decarbonization levers:
* Fleet electrification: We continued replacing combustion engine vehicles with electric ones. The share of electric vehicles increased from 14% to 18%, contributing to reduced fuel consumption and a decline in scope 1 emissions compared to the previous year. Fleet electrification is progressing gradually to support our scope 1 emission reduction target by 2030.
* Fuel switching: We increased the use of renewable HVO in place of regular diesel, contributing to lower scope 1 emissions and reduced fossil fuel consumption. In 2025, we purchased over 1.2 million liters of HVO; 860,000 liters more than the previous year.
* Renewable electricity sourcing: We expanded the sourcing of renewable electricity across our facilities. Several country units significantly increased their use of Guarantees of Origin (GOs) during the year, with some now covering 100% of their electricity consumption. This supports our progress toward achieving 100% renewable electricity use by 2030, and contributed directly to the decrease in our market-based scope 2 emissions.
* Supply chain engagement: Coverage of the upstream value chain by climate targets continued during the year. The share of scope 3 emissions originating from suppliers with approved or committed SBTi targets increased, and our targets for supplier engagement were achieved. Going forward we will shift focus from engagement on adoption of climate targets to measurable emission reductions.
E1-3-29a While specific 2025 emission reductions cannot be precisely attributed to individual actions, overall scope 1 emissions have declined in line with our reduction trajectory. This reflects the combined effects of fleet renewal and increased use of renewable energy.
E1-3-29b Implementation of climate-related actions is embedded in our ordinary business planning. Related operational expenditures consist mainly of renewable energy premiums and vehicle leasing costs, while capital expenditures relate primarily to fleet renewal. We expect future resource requirements to remain moderate and to be incorporated into regular operating budgets. Implementation of these actions is not dependent on any single critical resource, but may be influenced by the availability and cost of low-emission vehicles and renewable energy sourcing options.
E1-3-29c(i) GOV-3 Integration of climate-related performance in incentive schemes For information on the integration of climate-related targets in incentives see page 30. GOV1-3-13 Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 39
E1-4 Targets related to climate change mitigation
| Targets related to climate change mitigation and energy | Target end year | Base year 2021 level | 2024 Actual | 2025 Actual | Change from the previous year | Change from base year 2025 target | 2030 target |
|---|---|---|---|---|---|---|---|
| Scope 1 Reduce greenhouse gases by 42% by 2030 with a base year of 2021 | 2030 | 14,908 tCO₂e | 14,163 tCO₂e | 9,109 tCO₂e | -36% | -41% | 12,076 tCO₂e |
| Scope 2 Increase the use of renewable electricity to 100% by 2030 | 2030 | 34% | 63% | 93% | +30 pp | +59 pp | 62% |
| Scope 3 Ensure that more than 67.4% of Eltel’s suppliers* by emissions set their own science-based targets by 2026 | 2026 | - | 28% | 40% | +12 pp | - | 35% |
- In scope 3 categories 1, 2, 4, 5 and 6
E1-4-34a, E1-4-34b Eltel’s greenhouse gas emission reduction targets are science-based and have been validated by the Science Based Targets initiative (SBTi) as compatible with limiting global warming to 1.5°C. The targets were set in accordance with SBTi Criteria Version 5.0 and are based on climate science-aligned decarbonization pathways embedded in the SBTi methodology.Through validation under the SBTi near-term target criteria, Eltel’s climate targets are aligned with international climate ob- jectives under the Paris Agreement and are consistent with the EU climate policy framework. The targets are consistent with Eltel’s GHG inventory boundaries, as they were set and validated using the same organizational and operational boundaries applied in our scope 1, scope 2 and scope 3 greenhouse gas inventory. E1-4-34b, E1-4-34e The Scope 1 target is an absolute greenhouse gas emission reduction target. Eltel’s scope 2 and scope 3 targets are de- fined in accordance with SBTi criteria, including a renewable electricity sourcing target for scope 2 and supplier engagement targets for scope 3. In setting its greenhouse gas emission reduction targets, Eltel considered expected future developments relevant to its oper- ations and value chain. These included anticipated progress in vehicle electrification and the availability of low-emission vehi- cles, increased access to renewable electricity in its operating geographies, and evolving procurement practices supporting supplier climate alignment. Eltel also recognized that changes in activity levels, including increased use of materials and services in the value chain, may lead to higher absolute emissions. E1-4-34e The baseline year for the targets is 2021. The 2021 baseline of the target has been adjusted to account for change in organization structure in 2024. E1-4-AR25a The implementation of decarbonization levers is monitored continuously through our internal monitoring processes, and progress toward climate targets is reviewed through emission calculation, target tracking and annual CDP disclosures, which provide external benchmarking of climate performance. In 2025, Eltel received a CDP Climate Change score of B. MDR-T-79a
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 40
E1-5 Energy consumption and mix
Energy consumption and mix
| MWh | 2025 | MWh | 2024 |
|---|---|---|---|
| Fuel consumption from coal and coal products | 0 | 0 | |
| Fuel consumption from crude oil and petroleum products | 33,805 | 53,198 | |
| Fuel consumption from natural gas | 77 | 75 | |
| Fuel consumption from other fossil sources | 0 | 0 | |
| Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources | 1,881 | 6,099 | |
| Total energy consumption from fossil sources | 35,764 | 59,372 | |
| Share of fossil energy in total energy consumption | 60% | 80% | |
| Total energy consumption from nuclear sources | 471 | 991 | |
| Share of nuclear sources in total energy consumption | 1% | 1% | |
| Fuel consumption from renewable sources | 13,162 | 6,100 | |
| Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources | 10,263 | 7,532 | |
| Consumption of self-generated non-fuel renewable energy | 0 | 0 | |
| Total energy consumption from renewable sources | 23,425 | 13,631 | |
| Share of renewable energy in total renewable energy consumption | 39% | 18% | |
| Total energy consumption | 59,657 | 73,994 |
E1-5-37, E1-5-37a–b, E1-5-37c, E1-5-37c(i)–(iii), E1-5-38a–e, E1-5-AR34
Accounting principles: Energy consumption and mix
Fuel consumption from renewable sources and fuel consumption from oil and petroleum products in- clude both fully renewable or petroleum-based fuels, as well as the respective renewable and fossil portion of blended fuels. The renewable portion of blended fuels, such as the bio-component of diesel or petrol, is determined based on blend ratios. Approximately 83% of electricity consumption is measured or invoiced; the remaining 17% relates to facilities where Eltel does not control the electric- ity contract and no metering data is available. This consumption is estimated using cost- or area-based proxies. Renewable electricity is covered either with Guarantees of Origin (GOs), through renewable en- ergy contracts, or based on the national residual mix according to the Association of Issuing Bodies (AIB). Consumption of purchased heat is also estimated using cost- or area-based proxies and is divided into fossil, nuclear and renewable energy sources based on national-level data on district heating production. Eltel operates within sectors classified as high climate impact under Commission Delegated Regula- tion (EU) 2022/1288, primarily through services in the power sector. As a service provider, our own energy consump tion–limited to fuel use in operations and facilities’ energy consumption–is not comparable to that of energy producers. Therefore, Eltel’s consump- tion and energy intensity are only reported at the consolidated level.
E1-1-40
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 41
E1-6 Gross scopes 1, 2, 3 and total GHG emissions
Gross scopes 1, 2, 3 and total GHG emissions
| tCO2e | 2025 | tCO2e | 2024 |
|---|---|---|---|
| Scope 1 emissions | 9,109 | 14,163 | |
| Scope 2 emissions, location-based | 562 | 732 | |
| Scope 2 emissions, market-based | 579 | 2,463 | |
| Scope 3 emissions, total | 110,434 | 107,390 | |
| 1 Purchased goods and services | 97,269 | 89,327 | |
| 2 Capital goods | 45 | 36 | |
| 3 Fuel and energy-related activities | 3,214 | 4,060 | |
| 4 Upstream transportation and distribution | 7,363 | 7,475 | |
| 5 Waste generated in operations | 65 | 62 | |
| 6 Business travel | 2,471 | 3,259 | |
| 7 Employee commuting | 8 | 3,170 | |
| Total GHG emissions, location-based | 120,105 | 122,285 | |
| Total GHG emissions, market-based | 120,123 | 124,016 |
E1-6-48a, E1-6-48c, E1-6-49a, E1-6-49b, E1-6-52a, E1-6-52b
Emissions by country
| 2025 | Finland | Sweden | Norway | Denmark | Germany | Lithuania | Poland | |
|---|---|---|---|---|---|---|---|---|
| Scope 1 emissions | 2,437 | 1,353 | 1,411 | 1,775 | 1,406 | 728 | 0 | |
| Scope 2 emissions, location-based | 171 | 143 | 21 | 91 | 93 | 15 | 29 | |
| Scope 2 emissions, market-based | 169 | 177 | 5 | 46 | 131 | 18 | 33 | |
| Scope 3 emissions, total | 63,903 | 25,753 | 10,998 | 6,918 | 1,601 | 1,169 | 92 | |
| Total GHG emissions, location-based | 66,511 | 27,248 | 12,429 | 8,784 | 3,100 | 1,912 | 121 | |
| Total GHG emissions, market-based | 66,510 | 27,283 | 12,414 | 8,740 | 3,138 | 1,915 | 125 |
E1-6-AR41
Emission intensity
| 2025 | |
|---|---|
| Total location-based CO 2 emissions per net sales, tCO 2 e / EUR | 0.00015 |
| Total market-based CO 2 emissions per net sales, tCO 2 e / EUR | 0.00015 |
E1-6-53
Emissions by segment
| 2025 | Finland | Sweden | Denmark & Germany | Norway |
|---|---|---|---|---|
| Scope 1 emissions | 2,437 | 1,353 | 3,181 | 1,411 |
| Scope 2 emissions, location-based | 171 | 143 | 184 | 21 |
| Scope 2 emissions, market-based | 169 | 177 | 178 | 5 |
| Scope 3 emissions, total | 63,903 | 25,753 | 8,519 | 10,998 |
| Total GHG emissions, location-based | 66,511 | 27,248 | 10,146 | 12,429 |
| Total GHG emissions, market-based | 66,510 | 27,283 | 11,884 | 12,414 |
E1-6-AR41
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 42
Accounting principles: GHG emissions
Eltel applies the Greenhouse Gas (GHG) Protocol as the basis for its GHG accounting and reporting, specifically:
* The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition)
* The Greenhouse Gas Protocol: Scope 2 Guidance
* The Greenhouse Gas Protocol: Corporate Value Chain (Scope 3) Standard
The emission inventory has been calculated as tons of carbon dioxide equivalent, excluding biogenic carbon dioxide. Scope 1 emissions are based on recorded fuel consumption. Scope 2 emissions are calculated using a combination of measured and estimated energy consumption data. Scope 3 emissions are estimated primarily using the spend-based method in accordance with the GHG Proto- col, except for categories 5, 6, and 7, which are calculated using alternative activity-based data sources. 5% of scope 3 emissions are calculated using primary data. E1-AR-45g The main emission factor sources are BEIS and Exiobase. E1-AR-39b GHG emissions are included based on the operational control approach. The Group’s proportionately consolidated joint venture is not under the Group’s operational control; therefore, its GHG emissions are excluded from scope 1 and 2 and are reported within scope 3.
Contractual instruments in market-based scope 2
In 2025, 89% of Eltel’s market-based scope 2 electricity consumption was covered by contractual instruments. Of this, approximately 33% related to unbundled GOs purchased separately from the electricity supply, and 67% to bundled renewable-electricity contracts. E1-1-AR-45d
Scope 3 emission categories not included in the inventory
- Category 8 – Upstream leased assets: Eltel does not lease assets from other entities for upstream use. Emis- sions related to the energy consumption of leased assets are reported under scopes 1 and 2.
- Category 9 – Downstream transport and distribution: Not relevant for Eltel’s operations, as the infrastructure we deliver is installed in place and not transported downstream.
- Category 10 – Processing of sold products: Not relevant for Eltel’s operations and business model. We provide services and infrastructure installations, not intermedi- ate products that undergo further processing by third parties. As our outputs are service- and infrastructure- based, there is no downstream processing of sold goods.
- Category 11 – Use of sold products: Not material; esti- mated to represent less than 5% of total scope 3 emis- sions. The infrastructure Eltel installs and constructs is largely passive and does not consume energy during use.
- Category 12 – End-of-life treatment of sold products: Emissions from waste generated during infrastructure decommissioning are included under scope 3 category 5.
- Category 13 – Downstream leased assets: Eltel has no significant downstream leased assets.
- Category 14 – Franchising: Eltel has no franchising operations.
- Category 15 – Investments (associates and joint ventures): Eltel does not have operational control over any jointly controlled entities.E1-6-AR46(i), E1-6-AR46h 0% of scope 1 GHG emissions originate from activities covered by regulated emission trading schemes. E1-6-48-b The scope 1 and scope 2 GHG emissions disclosed reflect the activities of the consolidated accounting group. Eltel does not have operational control over any jointly controlled entities listed in Note 35 of the financial statements. E1-6-50 Biogenic CO₂ emissions from biofuel combustion, reported separately from scope 1 GHG emissions, totaled 4,115 tCO₂e in 2025. GHG emissions are calculated and reported in CO₂e using emission factors that include all relevant greenhouse gases and apply 100-year Global Warming Potential values from the latest IPCC assessment. E1-6 AR39 Sources of estimation and outcome uncertainty
| Metric | Estimation method | Actions planned to improve accuracy |
|---|---|---|
| Facilities energy consumption | Area or cost- based estimates are used where kWh data is not available | Increase activity input data collection from facility lessors, metering |
| Scope 3 Purchased goods and services | Spend-based estimation using supplier expenditure data and industry-specific emission factors | Engage key suppliers to obtain activity- based data and product-or supplier- specific emission factors |
BP2-9b GHG emission intensity The net sales figure used for calculating GHG emissions intensity corresponds to the ‘Net sales’ line item in the consolidated income statement for the reporting year.
E1-6-55 Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 43
E4 Biodiversity and ecosystems
SBM-3-E4 Material impacts, risks and opportunities
Direct impact drivers of biodiversity loss
Across Eltel’s value chain, climate change, land, freshwater and sea use change and pollution are the main drivers of negative impact on biodiversity. Although we do not engage directly in land acquisition, we may be involved in preparing permits, as well as planning and executing projects that lead to land use changes. Our involvement in land use is attributable to our services in power transmission and distribution, as well as large-scale construction projects in the renewable energy sector. Our upstream material sourcing, including metals, concrete, and plastics, also contributes to nature-related pressures and pollution.
E4-2 Policies related to biodiversity and ecosystems
The following policies set out Eltel’s principles and responsi- bilities for protecting ecosystems and biodiversity:
* Sustainability Policy
* Environmental Policy
* Health, Safety, Security, Environment and Quality Policy
These policies establish the company’s approach to protecting ecosystems and biodiversity, including a precautionary approach, the prevention and mitigation of adverse environmental impacts, and compliance with legal requirements. They guide how Eltel manages impacts and risks related to climate change, pollution, upstream material sourcing, and ecosystems. E4-2-23a, E4-2- 23b, E4-2-23c The Environmental Policy requires the assessment and miti- gation of environmental impacts at project level, including potential effects on ecosystems, species and protected areas. The Sustainability and HSSEQ Policies set out the principles for impact prevention and reduction, environmental risk man- agement in operations, and the consistent implementation of environmental management practices across the organization. E4-2-23a, E4-2-23b, E4-2-23c
E4-3 Actions and resources in relation to biodiversity and ecosystems
Power and telecommunication infrastructure may be located in or near biodiversity-sensitive areas. As a service provider to these networks, some of our worksites may traverse or be in proximity to legally protected areas important for biodiversity. We strive to avoid harmful impacts on nature and adhere to all applicable regulations. New network infrastructure construction within or near legally protected areas typically requires the preparation of an envi- ronmental impact assessment (EIA) and risk assessment, or similar environmental surveys, with mitigation of impacts on biodiversity and ecosystems incorporated from the planning phase. When performing activities that may significantly im- pact the environment in legally protected areas important for biodiversity, site-specific instructions are followed to minimize environmental impacts. Eltel has not yet established a formal biodiversity action plan as specified under ESRS E4-3. However, in 2025, we undertook a comprehensive biodiversity materiality assessment to identify and understand nature-related impacts, risks, and opportuni- ties across its operations and value chain. This work represents a foundational step toward integrating biodiversity considerations into decision-making and future re- porting. The assessment helped identify key areas of relevance across Eltel’s operations and value chain, and supported inter- nal engagement to build awareness and define ambition levels. Although a formal roadmap is still in development, Eltel has outlined initial steps to integrate biodiversity into procurement and project processes, collect data on material volumes and origins, and engage employees, suppliers and subcontractors.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 44
E5 Resource use and the circular economy
SBM-3-E5 Material impacts, risks and opportunities
Resource inflows, including resource use
In the upstream value chain, Eltel’s negative impact from resource inflow includes the en- vironmental effects of sourcing and procuring materials and supplies, such as raw material extraction, energy consumption, water use, and emissions from production and transport in the value chains of manufactured goods.
Waste
Eltel’s waste has a negative impact during oper- ations and decommissioning. We see a poten- tial negative impact from decommissioning old network infrastructure that involves handling hazardous materials. If not properly managed and disposed of, these materials could pose environmental risks, such as contamination.
E5-1 Policies related to resource use and circular economy
Eltel’s principles for managing environmental impacts arising from material use and waste are addressed in the following policies:
* Responsible Procurement Policy
* Environmental Policy
* Health, Safety, Security, Environment and Quality Policy
* Eltel Supplier Code of Conduct
Eltel’s Environmental and Responsible Procure- ment Policies emphasize the commitment to drive more sustainable resource use within our value chain. Eltel does not currently have a specific policy targeting the reduction of virgin material use. In the power and telecom- munications sectors, network infrastructure components are typically made from tech- nically specified materials designed for long operational lifetimes, making substitution with recycled inputs currently limited. Instead,
E5-3 Targets related to resource use and circular economy
Eltel has not yet established a target for resource inflow. We will review this in 2026. We are working to develop a Group-level waste-management target to be adopted in 2026. In the meantime, several of our subsidi- aries have established country-level targets focused on efficient waste sorting.
E5-4 Resource inflows
Data on the total weight of products and mate- rials used across Eltel’s operations are not currently available at Group level. Work is ongo- ing to enhance data collection and reporting on material inflows. This development is linked to the improvement of scope 3 emissions calcula- tions, the establishment of a scope 3 reduction target, and the biodiversity impact assessment, which are expected to improve the availability of data on material volumes and composition for future reporting periods. E5-4-31
E5-2 Actions and resources in relation to resource use and circular economy
We enhance transparency by actively request- ing Environmental Product Declarations (EPD) and Product Environmental Profiles (PEP) from manufacturers of key network materials and components. These provide standardized in- formation about the environmental impacts of products, supporting informed decision-making and aligning with our Green Choice offering. Eltel implements responsible waste manage- ment practices with a primary focus on sorting, recycling, and minimizing waste sent for dis- posal. All waste, including hazardous materials, is stored, handled, and disposed of safely and securely in accordance with our ISO 14001- certified environmental management system. Eltel partners with responsible companies for circularity, recycling, and waste management. The majority of waste and materials handled originate from decommissioned network infra- structure. Although we do not own network infrastructure, we perform upgrading activities for our customers that involve dismantling. The overall responsibility for waste management may vary by customer, contract, or project, with some cases organized by customers and others by Eltel. By ensuring that materials are carefully sorted and recycled, we contribute to the circularity and sustainable lifecycle of networks.
E5-5 Resource outflows
| Waste | t 2025 |
|---|---|
| Total waste generated | 6,293 |
| Of which non-hazardous waste | 5,208 |
| Of which hazardous waste | 1,085 |
| Waste diverted from disposal | 5,791 |
| Preparation for reuse | 4 |
| Recycling | 4,003 |
| Other recovery operations | 1,784 |
| Waste directed to disposal | 502 |
| Incineration | 458 |
| Landfilling | 25 |
| Other disposal operations | 19 |
Common waste fractions include telecommu- nication and power cables, construction waste and electronics. Common materials present in Eltel’s waste streams include metals, plastics, wood, concrete, asphalt and soil.The total amount of non-recycled waste in 2025 was 2,290 t or 36%. The total amount of radioactive waste, as defined under Directive 2011/70/Eur- atom, is 0 tons. E5-5-38a, E5-5-38b, E5-5-39 Accounting principles: waste Waste data reported by Eltel includes waste managed through direct contracts between Eltel and its circularity, recycling, and waste-management partners. Reported amounts are based on data provided by these partners, supplemented by general information from suppliers on recovery and disposal operations. Waste handled under customers’ or subcontractors’ own waste-management arrangements or contracts is not included in the reported figures. Waste volumes, hazardous prop- erties, and recovery or disposal categories are recorded primarily as reported by the respective waste-handling partner or sup- plier. Electronic waste is categorized as hazardous waste in Sweden but generally as non-hazardous in Eltel’s other operating countries. E5-5-40 Eltel’s approach to resource efficiency and circularity focuses on extending asset life and high recycling rates at end of life, and imple- menting responsible waste management practices in line with our ISO 14001-certified environmental management system. Eltel also requires its suppliers to adhere to the stand- ards outlined in our Supplier Code of Conduct and to comply with our Environmental Policy. E5-1-15a, E5-1-15b Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 45
EU Taxonomy
The EU Taxonomy is the EU’s classification system for econo- mic activities that have the most significant impact on the EU’s climate and environmental objectives:
1. Climate change mitigation
2. Climate change adaptation
3. The sustainable use and protection of water and marine resources
4. The transition to a circular economy
5. Pollution prevention and control
6. The protection and restoration of biodiversity and ecosystems
An economic activity is considered Taxonomy-eligible if it is recognized in the EU Taxonomy as having the potential to con- tribute substantially to at least one of these objectives while ensuring it does not significantly harm any of the others.
On 4 July 2025, the European Commission adopted Delegated Regulation (EU) 2026/73 to streamline the reporting obligations under the EU Taxonomy. The Delegated Regulation amends the Disclosures Delegated Act, the Climate Delegated Act and the Environmental Delegated Act. It introduces, inter alia, new materiality thresholds and simplified disclosure templates with reduced data points.
Eltel has applied the new Delegated Regulation for the reporting period 2025 and has not assessed the alignment of activities where the cumulative value of each mandatory KPI (net sales, capital expenditure and operating expenditure) for such activities is below 10% of the denominator of the respective KPI (non-material). Furthermore, Eltel has omitted assessing whether the operating expenditure related to the economic activities is taxonomy eligible or taxonomy aligned. See section “Operating expenditure”.
Eltel has assessed the taxonomy eligibility of its activities based on the descriptions of economic activities outlined in Annexes 1 and 2 of the Climate Delegated Act, including amendments to the annexes. The energy sector is one of the major sectors included in the taxonomy. Correspondingly, Eltel’s operations in the Power business area are largely included in the economic activities specified in the EU Taxonomy (i.e. eligible activities). By developing the power grid, Eltel together with its customers contributes to climate change mitigation through a transition to a green electricity system. All Eltel’s activities that are catego- rized as eligible are deemed to have the potential to make a substantial contribution to the first objective, climate change mitigation.
The communication sector, which contributes to the digitalization of society via modern and high-capacity com- munication networks, is generally not included in the activities specified in the EU Taxonomy at the present time. In line with this, most of Eltel’s operations in the Communication business area are not included in the taxonomy (i.e. non-eligible activities).
Eltel has also evaluated taxonomy eligibility of its business operations according to the descriptions of economic activities substantially contributing to the environmental objectives 3–6 listed in the annexes of the Environmental Delegated Act. Eltel has reviewed the technical screening criteria laid out in the an- nexes when interpreting the nature of the activity. Eltel has not identified any activities applicable to its business operations.
Taxonomy alignment
Eltel’s operations are concluded to be taxonomy-aligned when they are assessed to comply with all the requirements described in the taxonomy. This means that the activity 1) makes a substantial contribution to climate change mitigation, 2) does no significant harm to any of the other five objectives (DNSH) and 3) complies with the minimum safeguards.
Eltel has performed a DNSH assessment of the DNSH criteria for each relevant activity included in the taxonomy. Based on the assessment, Eltel has concluded that it complies with the DNSH criteria. In addition to environmental impact analyses, Eltel has as- sessed that it complies with the minimum safeguards. Further information about minimum safeguards regarding human rights, corruption, taxation and fair competition is presented under the heading “Minimum safeguards alignment summary”.
Net sales
Eltel identified 36.0% (37.3) of its net sales to be taxonomy- eligible regarding the economic activities defined in the taxono- my’s objective: climate change mitigation. Eltel also identified 32.6% (34.3) of its net sales to be taxonomy- aligned (environmentally sustainable). A major part of eligible and aligned net sales relate to activity 4.9 “Transmission and distribution of electricity”. This activity includes Eltel’s power transmission and distribution services from construction and upgrade to maintenance and fault repair, as well as smart grid operations relating to operating the distribution networks.
A total of 22.3% (23.7) of net sales is deemed to be taxonomy-eligible. Furthermore, Eltel has concluded that 21.1% (22.7) of its net sales is also taxonomy- aligned. Eltel carries out work for the power grids that belong to the interconnected European system and its subordinate systems that are not dedicated to creating or expanding direct connections to power production plants that are more green- house gas intensive than 100 CO2e/kWh. In Germany, majority of the electricity meters included in power distribution operations do not meet the EU criteria. Thus, these operations have been evaluated as being non-aligned.
Part of Eltel’s smart grid operations is included in activity 7.5 “Installation, maintenance and repair of instruments and de- vices for measuring, regulation and controlling energy perfor- mance of buildings”. 6.5% (7.9) of total net sales is included in this activity and it is concluded that 4.2% (6.3) of total net sales is taxonomy aligned. Smart grid operations in the Nordics are taxonomy-aligned as the installed meters meet the criteria for smart meters. In Germany, most of the meters are non- aligned.
7.2% (1.7) of total net sales relate to activity 7.6 “Installation, maintenance and repair of renewable energy technologies, e.g. battery energy storage and solar systems and is concluded to be fully taxonomy-aligned.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 46
Net sales from activities considered non-material, and for which no alignment assessment has been performed, repre- sent 3.6% of total net sales. It includes the following activities: installation, maintenance and repair of charging stations for electric vehicles not in buildings or parking spaces attached to buildings (3.20), district heating / cooling distribution (4.15), infrastructure for rail transport (6.14), installation of energy efficiency equipment in buildings (7.3), and installation, main- tenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) (7.4).
Capital expenditure (Capex)
Eltel identified 39.9% (33.4) of capital expenditure to be taxo- nomy eligible. Furthermore, 39.0% (29.8) of capex was identi- fied as being taxonomy-aligned. Capex has been included when it relates to operations generating net sales that are included in the taxonomy. Investments in a new car fleet are reported as taxonomy-aligned capex if the capex met the criteria for being sustainable according to taxonomy activity 6.5 “Transport by motorbikes, passenger cars and light commercial vehicles”. This mainly concerns electric vehicles. In order to avoid double counting, each business operation that generates taxonomy-eligible net sales was exclusively assigned to a specific taxonomy-eligible economic activity. The same pro- cedure has been adopted for the allocation of capex. However, capex for electric vehicles has been fully included in activity 6.5 and has therefore been excluded from the other taxonomy- eligible activities.
Operating expenditure (Opex)
Taxonomy-defined operating expenditure includes the cost of maintenance and repair of tangible assets and short-term leases. The total operating expenditure as defined in the taxonomy amounted to EUR 10.2 (10.0) million. As a service company the operating expenditure related to the maintenance of property, plant and equipment does not constitute a significant share of total operating expenditure.Consequently, Eltel has omitted assessing whether the operating expenditure related to the economic activities is taxonomy eligible or taxonomy aligned.
Minimum safeguards alignment summary
Human rights
Eltel has multiple methods for assessing, safeguarding and promoting human rights. These include but are not limited to the human rights risks assessments made through the enterprise risk management process, the whistleblowing process, the annual Code of Conduct training, and Code of Conduct requirements towards our suppliers. Reporting on such matters is done on a regular basis to Eltel’s executive management and the Board. No executive or management employee of Eltel AB or of any of its subsidiaries have been convicted or being found of being in violation of any laws or regulations relating to human rights.
Corruption
Eltel has anti-corruption practices in place, such as the whistleblowing channel and regular trainings in anti- corruption practices, which are governed by Eltel’s Anti- Bribery and Anti-Corruption Policy as well as the Whistle- blowing Policy. Eltel’s Code of Conduct also outlines Eltel’s stance on Anti-Bribery and Anti-Corruption. Code of Conduct trainings (including anti-corruption practices) are provided to employees annually. No executive or management employee of Eltel AB or of any of its subsidiaries have been convicted or being found of being in violation of any laws or regulations relating anti-corruption.
Taxation
Eltel treats tax compliance and governance as important elements of oversight, tax risks are assessed on an on- going basis and tax compliance matters are reported to senior management as well as to the Audit Committee. No executive or management employee of Eltel AB or of any of its subsidiaries have been convicted or being found of being in violation of any tax laws or regulations.
Fair competition
Eltel is dedicated to promoting the importance of compliance with competition laws and regulations. Eltel’s Competition Instruction is used to increase awareness and educate the workforce on the topic of fair competition. Additional directed training is provided to senior management. No executive or management employee of Eltel AB or of any of its subsidiaries have been convicted or being found of being in violation of any laws or regulations relating fair competition.
| Net sales | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Taxonomy-aligned | Taxonomy-eligible but not aligned | Not assessed activities considered non-material | Non-eligible | |||||||
| 32.6% | 3.4% | 3.6% | 60.4% | |||||||
| Capex | Taxonomy-aligned | Taxonomy-eligible but not aligned | Not assessed activities considered non-material | Non-eligible | ||||||
| 39.0% | 0.9% | 2.8% | 57.3% |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 47
Proportion of net sales and capital expenditure associated with Taxonomy-eligible or Taxonomy-aligned economic activities
Financial year 2025
| KPI | Total | Proportion of Taxonomy- eligible activities | Taxonomy- aligned activities | Proportion of Taxonomy- aligned activities | Breakdown by environmental objectives of Taxonomy-aligned activities | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | % | EUR million | % | % | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | |
| Net sales | 817.8 | 36.0% | 266.4 | 32.6% | 32.6% | - | - | - | - | - |
| Capital expenditure | 34.6 | 39.9% | 13.5 | 39.0% | 39.0% | - | - | - | - | - |
Net sales
Financial year 2025
| Environmental objectives of Taxonomy-aligned activities | Economic activities | Code | Taxonomy- eligible net sales | Taxonomy- aligned net sales | Taxonomy- aligned net sales | Climate change mitigation | Climate change adaptation | Water | Circular economy | Pollution | Bio- diversity | Enabling activity | Transitional activity | Proportion of Taxonomy-aligned in Taxonomy-eligible % |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | % | % | % | % | % | % | % | % | ||||||
| Transmission and distribution of electricity | CCM | 4.9 | 22.3% | 172.7 | 21.1% | 21.1% | - | - | - | - | - | E | - | 94.9% |
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM | 7.5 | 6.5% | 34.5 | 4.2% | 4.2% | - | - | - | - | - | E | - | 65.2% |
| Installation, maintenance and repair of renewable energy technologies | CCM | 7.6 | 7.2% | 59.2 | 7.2% | 7.2% | - | - | - | - | - | E | - | 100.0% |
| Sum of alignment per objective | 32.6% | |||||||||||||
| Total net sales | 36.0% | 266.4 | 32.6% | 32.6% | - | - | - | - | - | 100.0% | - |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 48
Capital expenditure (Capex)
Financial year 2025
| Environmental objectives of Taxonomy-aligned activities | Economic activities | Code | Taxonomy- eligible capex | Taxonomy- aligned capex | Taxonomy- aligned capex | Climate change mitigation | Climate change adaptation | Water | Circular Economy | Pollution | Bio- diversity | Enabling activity | Transitional activity | Proportion of Taxonomy-aligned in Taxonomy-eligible % |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | % | % | % | % | % | % | % | % | ||||||
| Transmission and distribution of electricity | CCM | 4.9 | 12.7% | 4.1 | 11.9% | 11.9% | - | - | - | - | - | E | - | 93.5% |
| Transport by motorbikes, passenger cars and light commercial vehicles | CCM | 6.5 | 21.4% | 7.4 | 21.4% | 21.4% | - | - | - | - | - | - | T | 100.0% |
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | CCM | 7.5 | 1.6% | 0.6 | 1.6% | 1.6% | - | - | - | - | - | E | - | 100.0% |
| Installation, maintenance and repair of renewable energy technologies | CCM | 7.6 | 4.1% | 1.4 | 4.1% | 4.1% | - | - | - | - | - | E | - | 100.0% |
| Sum of alignment per objective | 39.0% | |||||||||||||
| Total capital expenditure | 39.9% | 13.5 | 39.0% | 39.0% | - | - | - | - | - | 45.1% | 54.9% | 97.9% |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information › Environment • Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 49
SBM-3-S1 Material impacts, risks and opportunities
Working conditions
Working on sites and transportation to and from the different work locations involves significant health and safety risks due to the nature of the tasks performed. These include, for example, electrical safety hazards and risks associated with working at heights, managing aging infrastructure, and road safety. The health and safety of our employees is critical to our services. Poor performance in this area would pose financial risks through loss of customer trust. Additionally, health and safety-related absences can lead to costs from lost time, reduced productivity, and the need for temporary staffing or overtime. A strong safety culture also represents an opportunity by supporting employee satisfaction. Other working conditions-related impacts include seasonal variations in the construction sector in Finland, Sweden, S1-1 Policies related to own workforce Material impacts, risks, and opportunities related to employees are addressed through several key policies:
* Code of Conduct
* People Policy and People Instruction
* Whistleblowing Policy
* Health, Safety, Security, Environment and Quality Policy
These policies outline our commitment to respecting and promoting fundamental human and labor rights, including safety, equal opportunities, non-discrimination, and privacy. The policies are aligned with internationally recognized frameworks such as the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, the International Bill of Human Rights, and the OECD Guidelines for Multinational Enterprises. Eltel is a signatory to the United Nations Global Compact and its 10 principles on human rights, labor, environment and anti- corruption. S1-1-20a, S1-1-21
Our policy framework commits us to engage with employees on matters affecting their rights and working conditions through open dialogue, regular communication practices, and collaboration with employee representatives where applicable. We respect employees’ right to freedom of association and collective bargaining and ensure that their perspectives are considered in decision-making processes, in line with our People Policy and Code of Conduct. S1-1-20b
Human and labor rights
Our People Policy sets out zero tolerance for child labor, forced or compulsory labor, human trafficking, and any form of servitude, abuse, or exploitation. Eltel upholds freedom of association and the right to collective bargaining, ensuring that employees can freely organize and be represented in accordance with local laws and international standards. We adhere to fair working conditions, including compliance with applicable collective agreements, legislation and ILO conventions on working hours, wages, and benefits. S1-1-22 S1 Own workforce Social and Norway, which can negatively affect job security through temporary layoffs. Eltel engages with employees and their representatives on working-conditions matters. By offering strong working conditions, we not only create a positive impact but also an opportunity to secure skilled cross-border workforce resources and quickly respond to customer demands.
Equal treatment and opportunities for all
Upskilling employees is an opportunity to drive efficiency, enhance employee retention, and support expansion into new and adjacent business areas. Negative impacts arise from the underrepresentation of women in certain workforce segments, reflecting sector gender imbalances. Positive impacts arise from promoting gender pay equality and supporting employees’ work–life balance.
Other work-related rights
There are potential negative impacts related to employee data privacy.These include the risk of unauthorized access, disclosure, or misuse of personal information which can lead to identity theft, financial losses, or breaches of confidentiality for employees.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 50
S1-2 Processes for engaging with own workforce and workers’ representatives about impacts
Employee engagement survey
Eltel conducts an annual group-wide employee engagement survey. The purpose is to communicate and understand how the employees feel about various aspects of their work, including managerial duties, workload, and opportunities for professional development. The results inform decision-making and help us identify workplace improvements. The responses are anonymous, but the results can be aggregated at the appropriate organizational level. In 2025, 85% of permanent employees responded to the survey. The Human Resource functions of Eltel’s country organizations hold operational responsibility for promoting the engagement survey and integrating employee perceptions into management processes and decision-making within each operating country. The most senior roles responsible for engagement are the HR directors in Finland, Sweden, Norway, Denmark and Lithuania, or HR managers of the other operating countries, who are also part of the management teams of these country units. S1-2-27b, S1-2-27c, S1-2-27e
Collaboration and employee representation
Eltel complies with all legal requirements for employee representation and information-sharing at national and local levels. HR, local management and employee representatives share responsibility for cooperation measures, which are organized through established dialogue and negotiation structures where applicable. Collective agreements are in place in Finland, Sweden, Norway and Denmark, negotiated through industry-level employer organizations. In the Nordic countries and Lithuania, cooperation practices cover areas such as occupational health and safety and collective bargaining, ensuring that employees’ perspectives are considered in decision-making. Eltel’s management also cooperates with employee representatives at Group level, including through two employee representatives on the Board of Directors, and local cooperation is carried out in line with applicable legislation. S1-2-27b, S1-2-27c
S1-4 Actions and resources in relation to own workforce
The actions described in this section constitute Eltel’s key measures to manage material own workforce-related impacts, risks and opportunities throughout the reporting year. They are embedded in our ongoing management practices to maintain high standards and support continuous improvement. S1-4-38a
Health and safety organization
Health and safety actions are coordinated through a group-wide HSE organization, with dedicated HSE managers or representatives in each country operating under the oversight of the Group HSE Director. The organization prepares annual HSE action plans based on identified risks and priorities. Regular intra-group meetings ensure that HSE organization share lessons learned and coordinate common development initiatives. Actions to strengthen the safety culture include group-wide initiatives, such as Eltel’s Life-Saving Rules and the annual Safety Week, alongside locally implemented measures. S1-4-38c
S1-1-3 Processes to remediate negative impacts and channels for own workers to raise concerns
Eltel addresses material negative impacts through function-specific processes. For health and safety-related incidents, a structured process is in place, including root cause analysis, investigation, and corrective actions, overseen by Eltel’s HSE management. For other matters, remediation is typically handled by line management or HR, depending on the nature of the issue. The effectiveness of remedial actions is monitored through internal follow-up and reporting mechanisms. S1-1-20-c
Eltel provides multiple channels for employees to raise concerns, including direct reporting to managers or HR, and a whistleblowing system that ensures confidentiality, impartial review, and protection against retaliation. The whistleblowing system is described in detail in the Business conduct section of this report. Employees may also raise concerns through their representatives, where applicable. The availability of these channels is communicated during orientation and reinforced through the annual mandatory Code of Conduct training. S1-1-20c, S1-3-32a, S1-3-32b, S1-3-32c, S1-3-32d
Health and safety
Eltel prioritizes its employees’ health and safety, aiming to lead the industry in occupational health and safety with a vision of zero accidents. This commitment is embedded in our policies, primarily Code of Conduct, HSSEQ Policy, People Policy and Instruction, which emphasize building a strong safety culture and minimizing risks across operations. Eltel implements a certified occupational health and safety management system based on ISO 45001 and is committed to maintaining certification across all operating countries. S1-1-23
Equal opportunities and non-discrimination
The People Policy and Instruction state a working environment built on mutual respect, where employees are offered fair and equal treatment regardless of nationality, gender, sexual orientation, social origin, or other personal attributes protected under EU and national law. We are committed to promoting diversity and inclusion at all levels of the organization, actively addressing any form of discrimination, harassment, or violence with zero tolerance. S1-1-24a; S1-1-24b
Privacy and data protection
In line with our Data Protection Policy, Eltel ensures that all personal data collected, processed and stored is handled confidentially and in accordance with international and local regulations. We respect individuals’ rights to have their data deleted when no longer necessary or upon their request.
Whistleblowing and grievance mechanisms
Eltel maintains a whistleblowing system for employees and other stakeholders to report suspected ethical misconduct in accordance with the EU Whistleblowing Directive. Our Whistleblowing Policy guarantees confidential handling of all reports and enforces a strict no-retaliation principle to protect those who speak up in good faith.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 51
S1-5 Targets related to employees
| Target | 2025 | 2025 Actual | 2024 Actual |
|---|---|---|---|
| LTIF | 4.0 | 3.0 | 3.8 |
| TRIF | 12 | 13.4 | 13.2 |
| Short-term sick leave, % | 2% | 6.5% | 5.9% |
| Fatalities | 0 | 0 | 0 |
| Employee satisfaction and motivation | 3.75 | 3.9 | 3.9 |
Health and safety
We track our commitment to health and safety and drive progress toward our Goal Zero vision through key targets, including TRIF, LTIF, short-term sick leave, and zero fatalities. We continued to drive our Goal Zero vision across the Group. In 2025, we achieved a significant improvement in Lost Time Injury Frequency Rate (LTIFR), which decreased from 3.8 in 2024 to 3.0. This was close to our historically lowest score and in line with our target. The Total Recordable Injury Frequency Rate (TRIFR) remained at a similar level compared to the previous year.
Engagement
Employee engagement is our overarching target for employee satisfaction and motivation. It captures employees’ own perceptions across a wide range of workplace dimensions, from everyday working conditions to leadership and organizational culture. Because it is grounded in direct survey feedback, the engagement score provides a meaningful indicator of where we are progressing and where further action is needed. We maintained the Employee Engagement score of 3.9 from last year. The employee Net Promoter Score (eNPS) improved from –5 to +3, indicating a positive shift in overall employee perception. The engagement survey participation rate increased slightly from 83% to 85%. Scores increased or remained the same across all measured areas. Relationships with Colleagues and Health and Safety were the highest-rated areas, both at 4.2. The lowest-rated area, Feedback and Communication, improved from 3.6 to 3.7, showing positive progress.
Training and skills development
Employee competence is essential to delivering high-quality services, and training is primarily provided through on-the-job learning. Core professional training focuses on safety, required certifications, job-specific skills, customer requirements, compliance, and the use of our core processes and tools. Learning is supplemented by online courses through the Eltel learning portal and other training resources. Eltel’s HR functions support local development needs, with leadership skills as a key area of focus.
Occupational healthcare
Occupational healthcare is organized in compliance with regulations and local practices in each operating country. All employees are covered. Healthcare is planned and delivered in cooperation with the occupational healthcare services.
Privacy
Eltel has a large workforce in the local companies in Finland, Sweden, Norway, Denmark, Germany, Lithuania, and Poland. To be able to fulfil our legal and contractual obligations as an employer and to maintain a safe and efficient administration, we need to process certain personal data related to employees. All personal data relating to employees is processed in accordance with Eltel’s Data Protection Policy and applicable data protection legislation. The Data Protection Policy is communicated to all employees, who must consent to how personal data is processed by Eltel, what data is processed, and the purpose of such processing.Eltel has established processes for handling GDPR incidents, including a dedicated internal reporting channel that is accessible to all employees. We offer regular training on data privacy and cybersecurity, ensuring that our employees are informed about how to protect personal data and the proper steps for reporting any concerns. The GDPR training is mandatory for all employees, except technicians, and is conducted every other year. In August 2025, a data protection incident occurred in Sweden at a third-party service provider, resulting in unauthorized access to personal data relating to Eltel’s current and former employees and some consultants. Eltel followed its established incident and crisis-management procedures, investigated the incident together with the service provider and relevant authorities, and informed affected individuals. Throughout the incident, Eltel focused on supporting employees by providing information and guidance on protecting personal data. At the time of reporting, investigations by law-enforcement authorities and supervisory bodies are ongoing.
Incident monitoring
The HSE organization oversees Eltel’s health and safety incident reporting. All employees have access to a tool to report near misses, safety observations, and incidents. Progress is monitored through regular reviews of reported data, safety performance, and the implementation of improvement actions.
S1-4-38a Worksite inspections and management safety walks
Site inspections are a preventive and proactive measure used to assess health and safety management at project sites. These inspections are carried out by supervisors, team management and employee representatives. They involve checklists that may cover areas such as required permits, risk evaluations, personal protective equipment, tools and machinery, and site arrangements. Management safety walks are conducted by senior leadership to reinforce safety culture. These walks involve members of senior management visiting project sites and discussing safety with employees and contractors. All site inspections and management safety walks are documented in Eltel’s HSE system. Countries and business areas set annual targets for the number of inspections and safety walks, and completion rates are monitored to ensure implementation.
S1-4-38d Human resource management
HR management is organized at country level, with each country’s HR function preparing annual plans and implementing actions based on identified workforce- and workplace needs. HR supports competence and leadership development, equal opportunity initiatives and wellbeing activities.
S1-4-37, S1-4-38c, S1-4-39 Performance and development dialogue
Eltel ensures that the perspectives of our employees inform decisions and activities related to training and skills development through the mandatory Performance and Development Dialogue (PDD). As stated in our People Policy, all employees are to engage in PDDs with their supervisor at least twice a year. The PDD serves as a structured opportunity to align individual or team performance with the company’s strategy, identify learning and development needs, and discuss potential career growth. The PDD dialogues are a key part of enabling employees to express their perspectives on personal development and workplace improvement.
S1-2-27b
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 52
S1-6 Characteristics of Eltel’s employees
| Headcount by gender and country | Finland | Sweden | Norway | Denmark | Others | Total |
|---|---|---|---|---|---|---|
| Total | 1,325 | 1,041 | 549 | 442 | 585 | 3,942 |
| Men | 1,180 | 879 | 483 | 390 | 440 | 3,372 |
| Women | 145 | 162 | 66 | 52 | 145 | 570 |
S1-6-50a Average headcount
| Finland | Sweden | Norway | Denmark | Others | Total | |
|---|---|---|---|---|---|---|
| Average number of employees | 1,398 | 1,036 | 633 | 450 | 605 | 4,121 |
S1-6-50a Employees by contract type
| Finland | Sweden | Norway | Denmark | Others | Total | |
|---|---|---|---|---|---|---|
| Permanent | 1,285 | 963 | 528 | 442 | 547 | 3,765 |
| Men | 1,147 | 809 | 464 | 390 | 420 | 3,230 |
| Women | 138 | 154 | 64 | 52 | 127 | 535 |
| Temporary | 22 | 78 | 9 | 0 | 38 | 147 |
| Men | 16 | 70 | 9 | 0 | 20 | 115 |
| Women | 6 | 8 | 0 | 0 | 18 | 32 |
| Non-guaranteed hours employees | 18 | 0 | 12 | 0 | 0 | 30 |
| Men | 17 | 0 | 10 | 0 | 0 | 27 |
| Women | 1 | 0 | 2 | 0 | 0 | 3 |
S1-6-50b Employee turnover
| Finland | Sweden | Norway | Denmark | Others | Total | |
|---|---|---|---|---|---|---|
| Total number of employees who left the company | 290 | 169 | 183 | 124 | 186 | 951 |
| Total employee turnover rate | 21% | 16% | 29% | 28% | 31% | 23% |
| Number of voluntary leavers | 139 | 138 | 110 | 58 | 133 | 578 |
| Rate of voluntary employee turnover | 10% | 13% | 17% | 13% | 22% | 14% |
S1-6-50c Accounting principles: employees
Gender is determined from administrative sources in HR and payroll systems. The data are not self-reported by employees. All headcount figures refer to employees of Eltel Group companies as of December 31, 2025.
S1-1-50d
Employee counts are reported for countries that represent at least 10% of Eltel’s total workforce, in alignment with the ESRS definition of countries of significant employment. Accordingly, employee metrics are disclosed at the country level for Finland, Sweden, Norway, and Denmark. 'Others’ refers to employees of Group companies in Germany, Poland, and Lithuania. Headcount by country is based on employees of legal entities registered in each country, which may not necessarily reflect the employees’ actual country of residence or work location.
S1-1-50e
The approach to reporting employee counts in the sustainability report differs from the ‘Personnel by segment’ reporting presented in Note 5 to the consolidated financial statements in two key ways: 1. The financial statements and the Report of the Board of Directors present employee numbers as average full-time equivalent (FTE) figures for the year. 2. In segment reporting, Denmark and Germany are reported together.
S1-1-50f
The total employee turnover includes all employees whose employment ended during the reporting year, for any reason, including the expiry of temporary contracts. The turnover rate is calculated based on the average number of employees during the year.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 53
Disclosure Requirement S1-8 Collective bargaining coverage and social dialogue
| Finland | Sweden | Norway | Denmark | Others | Total | |
|---|---|---|---|---|---|---|
| Employees covered by collective bargaining agreements | 100% | 100% | 98% | 65% | 0% | 81% |
S1-8-60a, S1-8-60b, S1-8-63a
S1-9 Diversity metrics
| Gender distribution in top management | |
|---|---|
| Number of men and women | 4/5 |
| Share of men and women, % | 45/55 |
S1-9-66a Top management is defined as the Group Management Team (GMT).
S1-9-AR 71
| Age distribution of employees | |
|---|---|
| Under 30 | 18% |
| 30–50 | 52% |
| Over 50 | 30% |
S1-9-66b
S1-14 Health and safety
| Employee health and safety metrics | 2025 | 2024 |
|---|---|---|
| Proportion of employees covered by ISO 45001-certified management system | 100% | 100% |
| Work-related fatalities | 0 | 0 |
| Work-related accidents, number | 77 | 91 |
| Work-related accidents, frequency | 11.7 | 12.0 |
| Occupational illness, number | 11 | 9 |
| Number of days lost due to work-related accidents | 319 | 880 |
S1-14-88a, S1-14-88b, S1-14-88c, S1-14-88d, S1-14-88e
S1-10 Adequate wages
All employees are paid adequate wages in accordance with the applicable benchmarks. In Finland, Sweden, Norway, and Denmark, minimum wages are determined by collective bargaining agreements. In Eltel’s other countries of operation – Germany, Lithuania and Poland – statutory minimum wages apply. S1-10-69
S1-11 Social protection
All Eltel employees are covered by social protection through public programs, collective agreements or insurance. This coverage includes protection against loss of income due to sickness, unemployment, employment injury or acquired disability, parental leave, and retirement. S1-11-74a–e
Accounting principles: health and safety metrics
Data on fatalities resulting from occupational illness is not available. Work-related accidents include medical treatment injuries, restricted work incidents, lost time injuries (LTIs) and fatalities to employees. Accident frequency is calculated per million working hours. Number of days lost covers working days (not calendar days) lost due to LTIs among all employees.
S1-15 Work-life balance metrics
| Parental leave | |
|---|---|
| Employees entitled to parental leave | 100% |
| Employees that took parental leave, % | 6% |
| Of which men, number | 210 |
| Of which women, number | 31 |
Accounting principles: Collective bargaining and social dialogue
Eltel has no employees outside the EEA.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 54
S1-16 Remuneration metrics (pay gap and total remuneration)
| Gender pay gap 2025 | |
|---|---|
| Average hourly pay of women as a percentage of men’s average pay | 5% |
| Annual total remuneration 2025 | |
|---|---|
| Ratio of the highest-paid individual’s annual remuneration to the median annual remuneration of all employees (excluding the highest-paid individual) | 22 |
S1-17 Incidents, complaints and severe human rights impacts
In the reporting period, the Whistleblowing system did not yield any cases that were assessed as actual or potential negative human rights impacts affecting employees. No severe human rights incidents were identified, and no related sanctions, penalties or compensation were issued during the reporting period. Reports received through the whistleblowing channel that related to allegations of discrimination or harassment are disclosed in section G1-1 Whistleblowing system.S1-17-103b, S1-17-103c Accounting principles: remuneration metrics
Remuneration metrics are calculated using payroll data for all employees of all operating countries and include total annual gross remuneration, comprising base salary, cash and non-cash benefits, and the fair value of long-term incentives, excluding expense reimbursements. Gender pay gap has been calculated based on the formula: (average gross hourly pay level of male employees – average gross hourly pay level of female employees) / average gross hourly pay level of male employees, in line with the formula in S1-16-AR98. Hourly rates per individual have been calculated using reported hours from payroll system. No adjustments are made for job role or seniority. The ratio of CEO remuneration to median employee remuneration is calculated as the CEO’s annual total remuneration divided by the median employee’s annual total remuneration. Annual total remuneration includes base pay, variable pay, and benefits.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 55
S2 Workers in the value chain
SBM-3-S2 Material impacts, risks and opportunities
Working conditions
The subcontractors performing work for Eltel may be subject to similar risks at work as Eltel’s own employees, which can have a negative impact on the health and safety of the workers in the value chain. An important prerequisite for work is the subcontractor’s health and safety performance in the upstream value chain. If standards are not met this could lead to contract termination with our customers. Eltel’s fixed fall protection system Turvatikas Safety Ladder enhances the health and safety of workers in the downstream value chain.
S2-1 Policies related to value chain workers
For Eltel, health and safety for everyone working at our sites is a fundamental expectation and a priority. Material impacts, risks, and opportunities related to workers in the value chain are addressed through the following key policies:
* Code of Conduct
* The Eltel Supplier Code of Conduct
* Responsible Procurement Policy
* Health, Safety, Security, Environment and Quality Policy
These policies establish the standards we expect suppliers and contractors to meet in relation to ethical conduct, working conditions, and occupational health and safety. They further define how these requirements are integrated into our procurement processes and, where subcontractors operate under our operational control, into site-level health and safety management practices. The policies are aligned with internationally recognized frameworks, including the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, the International Bill of Human Rights, and the OECD Guidelines for Multinational Enterprises.
S2-1-19 Our Supplier Code of Conduct sets our minimum expectations for all suppliers, subcontractors, and business partners to uphold human and labor rights in line with international standards. It prohibits child, forced or compulsory labor, human trafficking, and all forms of discrimination, harassment, or abuse. Suppliers must ensure fair wages, working hours in line with law or collective agreements, and freedom of association and collective bargaining rights.
S2-1-17a, S2-1-18 Subcontractor health and safety
Our employees and subcontractors work in environments where safety is key. Eltel is committed to ensuring that everyone working on our sites return home safely each day. Eltel’s Supplier Code of Conduct applies to all contractors and suppliers and sets clear expectations for upholding high standards of occupational health and safety, managing risks responsibly, and ensuring that workers’ rights, safety, and well-being are respected and protected. For individuals performing work under our direct supervision, our ISO 45001–certified HSSEQ management system ensures a safe and healthy working environment through systematic risk assessment, competence requirements, and continuous monitoring and improvement. S2-1-18
S2-2 Processes for engaging with value chain workers about impacts
Multiple channels for engaging with subcontractors and subcontractor workers on health and safety impacts are embedded into operational processes. These practices are designed to ensure that everyone working at our sites, our own employees as well as sub-contractor workers, get home safely. S2-1-17b
Country HSE teams, procurement and project management hold operational responsibility for ensuring that engagement occurs, under overall oversight of the Group HSE Director. The effectiveness of engagement is assessed indirectly through trends in safety performance indicators. S2-2-22c, S2-2-22e
Site-level daily interactions, along with safety walks targeting subcontractors provide regular opportunities for dialogue and feedback on health and safety matters. On projects where Eltel is the main contractor and controls the work environment, it assumes overall responsibility for site safety. This includes orientation for subcontractor workers and visitors, and clear expectations for subcontractor workers to report incidents, near misses, and safety concerns directly to Eltel’s project management. S2-2-22a, S2-2-22b
Country organizations implement and enable engagement processes that reflect local legal requirements, operational conditions, and inherent risk levels of the work performed. For instance, online onboarding training may be used to facilitate subcontractor safety induction, and certain subcontractors have a direct access to Eltel’s reporting systems for incidents and observations. Subcontractors may also be required to submit a safe job analysis or risk assessment to Eltel prior to commencing work, ensuring proactive identification and management of health and safety risks. While these processes do not involve direct consultations with vulnerable workers, they allow for the evaluation of supplier performance in meeting standards for health and safety and human rights. S2-2-22a, S2-2-22b
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 56
S2-4 Actions and resources in relation to value chain workers
Subcontractor health and safety
Subcontractor health and safety is a key focus area within Eltel’s Health, Safety, and Environment (HSE) organization. Actions related to subcontractor health and safety are integrated into annual, country-specific HSE action plans, prioritized based on risk. The Group HSE Director oversees implementation and monitors performance across all business units. S2-4-33a, S2-4-33b, AR 28a
Subcontractor health and safety requirements are embedded into local procurement processes, for example through contractual terms and conditions. Eltel requires subcontractors to comply with legal and site-specific safety standards, and to provide occupational healthcare and accident insurance for their workers. Subcontractors are also required to assess work-related risks, ensure the use of appropriate personal protective equipment (PPE) and safe equipment, and hold the necessary permits and qualifications to perform their tasks.
S2-5 Targets and metrics related to value chain workers
Targets related to subcontractors
| Target | 2025 | 2025 Actual | 2024 Actual |
|---|---|---|---|
| Fatal accidents | 0 | 0 | 0 |
Performance monitoring
To better reflect the scope of our HSE management, we track and monitor the lost-time injury frequency rate (LTIFR) beyond Eltel's own employees. This broader safety performance indicator covers employees, non-employees such as temporary staff from staffing agencies, and subcontractor workers. In 2025, the value chain LTIFR was 2.8, compared to 4.1 in 2024 indicating a positive improvement in safety performance across operations. S2-4-32d, S2-432d 34a, AR 28c
S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns
Remediation
Where Eltel has caused or contributed to a material negative impact on value chain workers, particularly in relation to health and safety, remediation is carried out through established HSE processes. These include incident reporting, root cause analysis, and implementation of corrective actions. Effectiveness is monitored through follow-up measures and performance reviews and lessons learned are used to prevent recurrence. S2-3-27d, S2-4-38
Instances where Eltel is not directly responsible but is connected through business relationships (e.g., subcontractors’ contractors) may also be inspected by Eltel to ensure that health and safety concerns are appropriately handled and mitigated. S2-3-27a
Raising concerns
Subcontractor workers can raise concerns directly with Eltel’s site, project, or health and safety management. In addition, Eltel operates a confidential whistleblowing system accessible to external stakeholders, including subcontractor workers, for reporting breaches of the Code of Conduct or other ethical concerns. To ensure that value chain workers are aware of this mechanism, information about the whistleblowing system is communicated through multiple channels, including Eltel’s Supplier Code of Conduct. While formal trust assessments are not yet in place, Eltel is committed to ensuring that all workers can raise concerns without fear of retaliation. Policies protecting whistleblowers apply to all stakeholders, and the whistleblowing system is described in the Business Conduct section. S2-3-27b, S2-3-27c, S2-3-27d, S2-3-28
Accounting principles: value chain LTIFR
Employee working hours are calculated using recorded actual hours.For non-employees, such as temporary staff, working time is calculated based on reported hours or estimated based on invoicing. Subcontractor hours are estimated using a consistent internal approach informed by subcontractor invoicing.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 57
S3 Affected communities
SBM-3-S3 Material impacts, risks and opportunities Communities’ economic, social, and cultural rights
A positive outcome from the operations is that Eltel plays a vital role in restoring power for communities in the event of storms or other disruptions. Additionally, our work in designing, building, maintaining, and upgrading critical infrastructure for affected communities presents business opportunities. During our construction activities, there is a potential risk of health and safety incidents affecting individuals in the surrounding area. Inadequate management could deteriorate relations with communities and damage Eltel’s reputation.
S3-1 Policies related to affected communities
The guidelines for managing material impacts, risks and opportunities on communities affected are stated in the
* Sustainability Policy
* Health, Safety, Security, Environment and Quality Policy
The Sustainability Policy outlines Eltel’s objective to support robust and resilient societies, and the HSSEQ Policy includes health, safety and quality requirements that help ensure reliable and safe service delivery for the communities depending on our networks. Eltel’s operations contribute to society by ensuring that communication and power networks function reliably. Secure energy supply and telecommunication networks are essential for the everyday needs of businesses, individuals, and public services, all of which increasingly depend on these systems. We play a crucial role in restoring operations during and after storms, floods, or crises. Additionally, our maintenance and upgrades to power networks enhance energy security.
S3-2 Processes for engaging with affected communities about impacts Grievance mechanisms
Eltel engages with affected communities through established communication and grievance channels. The whistleblowing system, described in the Business Conduct section, is accessible to all external stakeholders for raising concerns, including those related to community impacts.
S3-2-21b Incident communication
Eltel’s continuity and crisis-management procedures ensure timely and transparent communication with affected communities in the event of incidents involving critical infrastructure or public services. Communication responsibilities follow defined protocols and may include informing customers, authorities, or directly impacted individuals, depending on the circumstances.
S3-2-21b Communication during projects
In situations where work is carried out in or near private homes, affected individuals may also contact Eltel’s representatives directly. For work carried out near private homes or other occupied buildings, affected individuals can contact Eltel through our general customer service channels. Depending on our role in the project, communication may also be facilitated by our customers.
S3-2-21b
S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns
Eltel maintains a strong commitment to its stakeholders, establishing effective communication channels and addressing adverse impacts arising from its activities. This approach ensures that affected communities can express their concerns and that Eltel responds to remediate negative impacts on local communities. See disclosure under S3-2.
S3-3-27a–c
S3-4 Actions and resources in relation to affected communities Continuity and emergency preparedness
We maintain continuity management and emergency preparedness across our operations, which support critical national infrastructure such as power and telecommunications networks. Our country organizations work closely with authorities and customers to ensure rapid response and readiness in the event of storms or other crises that could affect power or telecom networks and disrupt critical services. In 2025, Eltel contributed to restoring and repairing critical infrastructure both in its home markets and abroad, such as assisting with extensive storm related power network repairs in Ireland.
Health and safety
Our commitment to health and safety extends to everyone in the vicinity of our worksites. We manage the safety of surrounding communities through structured hazard identification, safe work planning and the application of suitable control measures. Our integrated Health, Safety, Environment, and Quality (HSEQ) management system is certified against ISO 14001, 45001, and 9001 standards, ensuring high standards in all our operating countries.
S3-3-32a
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment › Social • Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 58
SBM-3-G1 Material impacts, risks and opportunities Corporate culture
Breaches of Eltel’s Code of Conduct, or Supplier Code of Conduct could lead to significant negative impacts on people or the environment. Engaging in or being associated with unfair competition practices may distort fair market conditions. By adhering to responsible tax practices, we contribute positively to society. Promoting the Code of Conduct presents an opportunity to strengthen our corporate culture and uphold brand integrity.
Corruption and bribery
Corruption and bribery undermine fair business practices and expose the company to legal risks, financial penalties, and reputational damage. Effective management of these risks is essential to maintaining stakeholder trust and ensuring compliance with regulations.
G1 Business conduct Governance
G1-1 Business conduct policies and corporate culture
Eltel’s expectations for employees and partners to uphold high business standards are outlined in the Code of Conduct, and the following policies:
* Supplier Code of Conduct
* Whistleblowing Policy
* Responsible Procurement Policy
* Anti-Bribery and Anti-Corruption Policy
* Finance Policy
* Risk Management Policy
* Competition Instruction
Whistleblowing system
Eltel has established a whistleblowing system in accordance with the EU Whistleblowing Directive, providing employees and other internal and external stakeholders with a secure platform to report potential violations or concerns. The system enables the reporting of conduct that may breach local or international law, the Code of Conduct, Eltel’s values, policies, instructions, or human rights related to our operations.
G1-1-10a
Eltel’s whistleblowing system is communicated to all employees through multiple channels, including the mandatory annual Fair Play training and the company intranet. The channel is accessible online and can be used from all countries. It is available in local languages across all countries where Eltel operates, except Lithuania and Germany. In each country, the local Legal Manager is responsible for handling whistleblowing reports and ensuring that communication is conducted in the local language.
G1-1-10c(i)
All reports are investigated promptly, fairly and confidentially, and outcomes are communicated back to the whistleblower. A third-party service provider manages the whistleblowing procedure to ensure confidentiality and anonymity for those reporting. Persons who report under the whistleblowing system are protected against retaliation and other adverse treatment.
G1-1-10c(ii), G1-1-10e
In 2025, Eltel’s whistleblowing channel received 37 reports, corresponding to 22 individual cases. During the year, 24 of these reports were closed. As of 31 December 2025, 13 reports, covering 3 individual cases, remain under investigation. All open cases originate from 2025. None of the completed whistleblowing investigations resulted in criminal proceedings.
| Reports submitted to Eltel’s whistleblowing system | 2025 | 2024 |
|---|---|---|
| Business ethics incidents (fraud, corruption, anti-competitive practices) | 3 | 6 |
| Discrimination, including harassment | 3 | 9 |
| Other HR matters | 30 | 10 |
| Environmental non-compliance | 1 | 0 |
Ethics training
Our interactive Fair Play training, which promotes the Eltel Code of Conduct, reinforces the importance of integrity in everyday decision-making and covers key topics such as safety, security, fair competition, and anti-corruption. This training is mandatory for all employees on an annual basis, and is also included in the onboarding process for new employees.
G1-1-10g
| Fair Play training | 2025 | 2024 |
|---|---|---|
| Fair Play training completion, % | 89 | 87 |
G1-2 Management of relationships with suppliers
Eltel requires all our suppliers to uphold high ethical standards regarding legal compliance, environmental responsibility, fair competition, labor and human rights, and anti-corruption. These principles are detailed in our Supplier Code of Conduct. Our responsible Procurement Policy and accompanying policy instruction that outline our approach to integrating sustainability criteria into procurement decisions.
G1-2-15a Supplier surveys
To assess alignment with our policies, we use Supplier Surveys tailored to material suppliers, subcontractors, and indirect suppliers. These surveys gather information on suppliers’ management of social, environmental, and governance (ESG) matters relevant to their role in our value chain. In 2025, surveys were sent to 174 key suppliers. The key suppliers were identified based on their impact on Eltel’s scope 3 emissions and their share of total procurement spend.# G1-2-15a Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social › Governance • Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 59
Climate criteria and procurement
We are increasingly guided by environmental objectives in our approach to partnerships and supplier selection. During the reporting year, we prioritized suppliers that have set science-based climate targets, in line with our own scope 3 target. In future, with the new absolute scope 3 emission reduction target, we will prioritize suppliers that demonstrate strong capability in measuring, managing, and reducing their emissions.
G1-2-15b Procurement training
In 2025, we introduced an e-learning for Eltel's procurement and purchasing representatives, focused on managing climate impacts within the value chain. The training covers how to integrate climate-related criteria into supplier selection and how to implement supporting actions such as supplier data collection and engagement to drive emissions reduction and climate change mitigation.
G1-2-15b, MDR-A-68a, MDR-A-68b
G1-3 Prevention and detection of corruption and bribery
Eltel maintains a zero-tolerance approach to bribery and corruption, as stated in its Anti-Bribery and Anti-Corruption (ABAC) Policy. The policy applies to all employees, directors, managers, subcontractors, and other partners acting on behalf of Eltel. It prohibits offering, giving, requesting, or accepting any financial or other advantage intended to improperly influence decision-making or reward improper performance, including facilitation payments.
G1-3-18a To mitigate risks of corruption and bribery, Eltel implements a risk-based approach that includes due diligence on country, transaction, business opportunity, and partnership risks. This process involves assessing third parties before engagement and ongoing monitoring to ensure compliance with anti-corruption laws.
G1-3-18a Eltel places contractual obligations on third parties to comply with anti-corruption legislation. While Eltel cannot assume responsibility for third-party misconduct, it actively monitors relationships and conducts assessments to prevent exposure to corruption risks.
G1-3-18a Whistleblowing and incident handling Employees and associated persons are required to report any suspected bribery or corruption through their manager or via Eltel’s whistleblowing system, as outlined in the Whistleblowing Policy Reports are handled independently from operational management to ensure impartiality. In line with the whistleblowing process, reports are initially reviewed by the local Head of Legal and subsequently reported to the General Counsel and the Audit Committee, which oversees the overall handling and follow-up of incidents.
G1-3-18b, G1-3-18c Training To ensure consistent awareness across the organization, anti-bribery and anti-corruption topics are included in the annual mandatory Fair Play training for all employees. In alignment with the ABAC Policy, Eltel also commits to providing information and training appropriate to employees’ roles and proportionate to the bribery risks they may encounter.
G1-3-21a
G1-4 Incidents of corruption or bribery
In 2025, no significant fines, sanctions or incidents were recorded relating to any non-compliance with Eltel´s Code of Conduct or any laws and regulations. No fines or convictions related to anti-corruption or anti-bribery laws occurred in 2025.
G1-4-24a
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 60
Annexes to the Sustainability Statement
GOV–4 Statement on due diligence
We conduct due diligence to identify, prevent and mitigate actual and potential adverse impacts on people, the environment and society across our operations and value chain. The table below shows where each core element of our due diligence process is addressed in this Sustainability Statement:
| Mapping of information provided in Eltel's Sustainability Statement about the due diligence process | |
|---|---|
| Core elements of due diligence | Section |
| a) Embedding due diligence in governance, strategy and business model | ESRS 2 GOV-1, ESRS 2 GOV-3, ESRS 2 SBM-3 |
| b) Engaging with affected stakeholders in all key steps of the due diligence | ESRS 2 SBM-2, S1-2, S2-2, S1-3 |
| c) Identifying and assessing adverse impacts | ESRS 2 IRO-1, SBM-3-E1, SBM-3-E4, SBM-3-E5, SBM-3-S1, S1-2, SBM-3-S2, S2-2, SBM-3-S3, S3-3 |
| d) Taking action to address those adverse impacts | E1-3, E4-3, E5-2, S1-4, S2-4, S3-4, G1-2, G1-3 |
| e) Tracking the effectiveness of these efforts and communicating them | E1-4, E5-3, S1-5, S2-5 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 61
IRO-2 ESRS disclosure requirements covered in the Sustainability Statement
| ESRS index | Standard Disclosure requirement | General Information Page |
|---|---|---|
| BP-1 | General basis for preparation of the Sustainability Statement | 28 |
| BP-2 | Disclosures in relation to specific circumstances | 28 |
| ESRS 2 GOV-1 | The role of the administrative, management and supervisory bodies | 29 |
| ESRS 2 GOV-2 | Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies | 29 |
| ESRS 2 GOV-3 | Integration of sustainability-related performance in incentive schemes | 30 |
| ESRS 2 GOV-4 | Statement on due diligence | 60 |
| ESRS 2 GOV-5 | Risk management and internal controls over sustainability reporting | 28 |
| SBM-1 | Strategy, business model and value chain | 31 |
| SBM-2 | Interests and views of stakeholders | 32 |
| SBM-3 | Material impacts, risks and opportunities and their interaction with strategy and business model | 34–35 |
| IRO-1 | Description of the processes to identify and assess material impacts, risks and opportunities | 33 |
| IRO-2 | Disclosure requirements in ESRS covered by the undertaking’s sustainability statement | 61 |
| Environment | Page Information |
|---|---|
| E1 Climate change | 36 |
| E1 ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes | 29, 38 |
| E1-1 Transition plan for climate change mitigation | 36 |
| E1 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 36, 34 |
| E1-2 Policies related to climate change mitigation and adaptation | 37 |
| E1-3 Actions and resources in relation to climate change policies | 38 |
| E1-4 Targets related to climate change mitigation and adaptation | 39 |
| E1-5 Energy consumption and mix | 40 |
| E1-6 Gross Scopes 1, 2, 3 and Total GHG emissions | 41 |
| E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities | - Phased-in |
| E4 Biodiversity and ecosystems | 43 |
| E4 ESRS 2 SBM-3 | 43 |
| E4-1 Transition plan and consideration of biodiversity and ecosystems in strategy and business model | - Phased-in |
| E4-2 Policies related to biodiversity and ecosystems | 43 |
| E4-3 Actions and resources in relation to biodiversity and ecosystems | 43 |
| E4-4 Targets related to biodiversity and ecosystems | - Eltel has not set Group-level targets on biodiversity. The development of such targets will be evaluated as part of the 2026 sustainability framework review. |
| E4-5 Impact metrics related to biodiversity and ecosystems change | - Data for 2025 is not available. |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 62
| Environment | Page Information |
|---|---|
| E5 Resource use and the circular economy | 44 |
| E5 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 44 |
| E5-1 Policies related to resource use and circular economy | 44 |
| E5-2 Actions and resources in relation to resource use and circular economy | 44 |
| E5-3 Targets related to resource use and circular economy | 44 Eltel has not set Group-level targets on resource use and circular economy. The development of such targets will be evaluated as part of the 2026 sustainability framework review. |
| E5-4 Resource inflows | 44 |
| E5-5 Resource outflows | 44 |
| Social | Page Information |
|---|---|
| S1 Own workforce | 49 |
| S1 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 49 |
| S1-1 Policies related to own workforce | 49–50 |
| S1-2 Processes for engaging with own workers and workers’ representatives about impacts | 50 |
| S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns | 50 |
| S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions | 50–51 |
| S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 51 |
| S1-6 Characteristics of the undertaking’s employees | 52 |
| S1-7 Characteristics of non-employee workers in the undertaking’s own workforce | - Phased-in |
| S1-8 Collective bargaining coverage and social dialogue | 53 |
| S1-9 Diversity metrics | 53 |
| S1-10 Adequate wages | 53 |
| S1-11 Social protection | 53 |
| S1-13 Training and skills development metrics | - Phased-in |
| S1-14 Health and safety metrics | 53 Information about non-employees is not included in the reported health and safety metrics. |
| S1-16 Compensation metrics 54 | |
| S1-17 Incidents, complaints and severe human rights impacts 54 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 63
Social Page Information
| Information | Page |
|---|---|
| S2 Workers in the value chain | 55 |
| S2 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 55 |
| S2-1 Policies related to value chain workers | 55 |
| S2-2 Processes for engaging with value chain workers about impacts | 55 |
| S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns | 56 |
| S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those action | 56 |
| S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 56 |
| S3 Affected communities | 57 |
| S3 ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 57 |
| S3-1 Policies related to affected communities | 57 |
| S3-2 Processes for engaging with affected communities about impacts | 57 |
| S3-3 Processes to remediate negative impacts and channels for affected communities to raise concerns | 57 |
| S3-4 Taking action on material impacts on affected communities, and approaches to managing material risks and pursuing material opportunities related to affected communities, and effectiveness of those actions | 57 |
| S3-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities | 57 |
Eltel has not set Group-level targets on affected communities. The development of such targets will be evaluated as part of the 2026 sustainability framework review.
Governance Page Information
| Information | Page |
|---|---|
| G1 Business conduct | 58 |
| G1 ESRS2 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model | 58 |
| G1-1 Business conduct policies and corporate culture | 58 |
Eltel has not set Group-level targets on business conduct policies. The development of such targets will be evaluated as part of the 2026 sustainability framework review.
| Information | Page |
|---|---|
| G1-2 Management of relationships with suppliers | 58–59 |
| G1-3 Prevention and detection of corruption and bribery | 59 |
| G1-4 Confirmed incidents of corruption or bribery | 59 |
Eltel has not set Group-level targets on anti-corruption. The development of such targets will be evaluated as part of the 2026 sustainability framework review.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 64
IRO-2 Disclosures from other EU legislation
List of data points from other EU legislation
| ESRS Disclosure Requirement | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Page number |
|---|---|---|---|---|---|
| ESRS 2 GOV-1 Board's gender diversity paragraph 21(d) | Indicator number 13 of Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II | 29 | ||
| ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21(e) | Delegated Regulation (EU) 2020/1816, Annex II | 29 | |||
| ESRS 2 GOV-4 Statement on due diligence paragraph 30 | Indicator number 10 Table #3 of Annex 1 | 60 | |||
| ESRS 2 SBM-1 Involvement in fossil fuel activities paragraph 40(d)i | Indicator number 4 Table #1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk | Delegated Regulation (EU) 2020/1816, Annex II | Not material | |
| ESRS 2 SBM-1 – Involvement in chemical production paragraph 40(d)ii | Indicator number 9 Table #2 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II | Not material | ||
| ESRS 2 SBM-1 – Involvement in controversial weapons paragraph 40(d)iii | Indicator number 14 Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1818, Article 12(1); Commission Delegated Regulation (EU) 2020/1816, Annex II | Not material | ||
| ESRS 2 SBM-1 – Involvement in cultivation/ production of tobacco paragraph 40(d)iv | Delegated Regulation (EU) 2020/1818, Article 12(1); Commission Delegated Regulation (EU) 2020/1816, Annex II | Not material | |||
| E1-1 – Transition plan to reach climate neutrality by 2050 paragraph 14 | Regulation (EU) 2021/1119, Article 2(1) | 36 | |||
| E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16(g) | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – Template 1: Banking book – Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Article 12.1(d)–(g), Article 12.2 | 36 | ||
| E1-4 GHG emission reduction targets paragraph 34 | Indicator number 4 Table #2 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – Template 3: Banking book – Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 6 | 39 | |
| E1-5 Energy consumption from fossil sources paragraph 38 | Indicator number 5 Table #1 and Indicator number 5 Table #2 of Annex 1 | 40 | |||
| E1-5 Energy consumption and mix paragraph 37 | Indicator number 5 Table #1 of Annex 1 | 40 | |||
| E1-5 Energy intensity in high climate-impact sectors paragraphs 40–43 | Indicator number 6 Table #1 of Annex 1 | 40 | |||
| E1-6 Gross Scope 1, 2, 3 and total GHG emissions paragraph 44 | Indicator numbers 1 and 2 Table #1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity | Delegated Regulation (EU) 2020/1818, Articles 5(1), 6 and 8(1) | 41 | |
| E1-6 Gross GHG emissions intensity paragraphs 53–55 | Indicator number 3 Table #1 of Annex 1 | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – Template 3: Banking book – Climate change transition risk: alignment metrics | Delegated Regulation (EU) 2020/1818, Article 8(1) | 41 | |
| E1-7 GHG removals and carbon credits paragraph 56 | Regulation (EU) 2021/1119, Article 2(1) | Not material |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 65
| ESRS Disclosure Requirement | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Page number |
|---|---|---|---|---|---|
| E1-9 Exposure of the benchmark portfolio to the climate-related physical risks paragraph 66 | Delegated Regulation (EU) 2020/1818, Annex II; Commission Delegated Regulation (EU) 2020/1816, Annex II | Not material | |||
| E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) | Phased-in | ||||
| E1-9 Location of significant assets at material physical risk paragraph 66 (c) | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 – paragraphs 46 and 47; Template 5: Banking book – Climate change physical risk: exposures subject to physical risk | Phased-in | |||
| E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c) | Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book - Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral | Not material | |||
| E1-9 Degree of exposure of the portfolio to climate-related opportunities paragraph 69 | Delegated Regulation (EU) 2020/1818, Annex II | Not material | |||
| E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 | Indicator number 8 Table #1 of Annex 1; Indicator number 2 Table #2 of Annex 1; Indicator number 1 Table #2 of Annex 1; Indicator number 3 Table #2 of Annex 1 | Not material | |||
| E3-1 Water and marine resources paragraph 9 | Indicator number 7 Table #2 of Annex 1 | Not material | |||
| E3-1 Dedicated policy paragraph 13 | Indicator number 8 Table 2 of Annex 1 | Not material | |||
| E3-1 Sustainable oceans and seas paragraph 14 | Indicator number 12 Table #2 of Annex 1 | Not material | |||
| E3-4 Total water recycled and reused paragraph 28 (c) | Indicator number 6.2 Table #2 of Annex 1 | Not material | |||
| E3-4 Total water consumption in m3 per net revenue on own operations paragraph 29 | Indicator number 6.1 Table #2 of Annex 1 | Not material | |||
| ESRS 2- IRO 1 E4 paragraph 16 (a) i | Indicator number 7 Table #1 of Annex 1 | N/A | |||
| ESRS 2- IRO 1 - E4 paragraph 16 (b) | Indicator number 10 Table #2 of Annex 1 | N/A | |||
| ESRS 2- IRO 1 - E4 paragraph 16 (c) | Indicator number 14 Table #2 of Annex 1 | N/A | |||
| ESRS E4-2 Sustainable land/agriculture practices or policies paragraph 24 (b) | Indicator number 11 Table #2 of Annex 1 | Not material | |||
| E4-2 Sustainable oceans/seas practices or policies paragraph 24 (c) | Indicator number 12 Table #2 of Annex 1 | Not material | |||
| E4-2 Policies to address deforestation paragraph 24 (d) | Indicator number 15 Table #2 of Annex 1 | Not material | |||
| E5-5 Non-recycled waste paragraph 37(d) | Indicator number 13 Table #2 of Annex 1 | 44 | |||
| E5-5 Hazardous waste and radioactive waste paragraph 39 | Indicator number 9 Table #1 of Annex 1 | 44 | |||
| ESRS 2- SBM3 S1 Risk of incidents of forced labour paragraph 14 (f) | Indicator number 13 Table #3 of Annex I | N/A | |||
| ESRS 2- SBM3 S1 Risk of incidents of child labour paragraph 14 (g) | Indicator number 12 Table #3 of Annex I | N/A |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes tothe sustainability statement Financial Statements + Other + Annual Report 2025 66
| ESRS Disclosure Requirement | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Page number |
|---|---|---|---|---|---|
| S1-1 Human rights policy commitments paragraph 20 | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I | 49 | |||
| S1-1 Due diligence policies re: ILO Conventions paragraph 21 | Delegated Regulation (EU) 2020/1816, Annex II | ||||
| S1-1 Processes and measures for preventing trafficking in human beings paragraph 22 | Indicator number 11 Table #3 of Annex I | 49 | |||
| S1-1 Workplace accident prevention policy or management system paragraph 23 | Indicator number 1 Table #3 of Annex I | 50 | |||
| S1-3 Grievance/complaints handling mechanisms paragraph 32 (c) | Indicator number 5 Table #3 of Annex I | 50, 58 | |||
| S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) | Indicator number 2 Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | 53 | ||
| S1-14 Number of days lost to injuries, acci- dents, fatalities or illness paragraph 88 (e) | Indicator number 3 Table #3 of Annex I | 53 | |||
| S1-16 Unadjusted gender pay gap para- graph 97 (a) | Indicator number 12 Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II | 54 | ||
| S1-16 Excessive CEO pay ratio paragraph 97 (b) | Indicator number 8 Table #3 of Annex I | 54 | |||
| S1-17 Incidents of discrimination para- graph 103 (a) | Indicator number 7 Table #3 of Annex I | 54, 58 | |||
| S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) | Indicator number 10 Table #1 and Indicator number 14 Table #3 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II; Commission Delegated Regu- lation (EU) 2020/1818, Article 12(1) | 49 | ||
| ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) | Indicator numbers 12 and 13 Table #3 of Annex I | 55 | |||
| S2-1 Human rights policy commitments paragraph 17 | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I | 55 | |||
| S2-1 Policies related to value chain workers paragraph 18 | Indicator number 11 and Indicator number 4 Table #3 of Annex I | 55 | |||
| S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 | Indicator number 10 Table #1 of Annex I | Delegated Regulation (EU) 2020/1816, Annex II; Commission Delegated Regu- lation (EU) 2020/1818, Article 12(1) | 55 | ||
| S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 | Delegated Regulation (EU) 2020/1816, Annex II | 55 | |||
| S2-4 Human rights issues and incidents connected to its upstream and down- stream value chain paragraph 36 | Indicator number 14 Table #3 of Annex 1 | 49 | |||
| S3-1 Human rights policy commitments paragraph 16 | Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1 | 49 | |||
| S3-1 Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 | Indicator number 10 Table #1 Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1) | 49 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + • General information • Environment • Social • Governance › Annexes to the sustainability statement Financial Statements + Other + Annual Report 2025 67
| ESRS Disclosure Requirement | SFDR reference | Pillar 3 reference | Benchmark Regulation reference | EU Climate Law reference | Page number |
|---|---|---|---|---|---|
| S3-4 Human rights issues and incidents paragraph 36 | Indicator number 14 Table #3 of Annex 1 | 58 | |||
| S4-1 Policies related to consumers and end-users paragraph 16 | Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1 | Not material | |||
| S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 | Indicator number 10 Table #1 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II; Commission Delegated Regu- lation (EU) 2020/1818, Article 12(1) | Not material | ||
| S4-4 Human rights issues and incidents paragraph 35 | Indicator number 14 Table #3 of Annex 1 | 58 | |||
| G1-1 United Nations Convention against Corruption paragraph 10 (b) | Indicator number 15 Table #3 of Annex 1 | 58, 59 | |||
| G1-1 Protection of whistleblowers para- graph 10 (d) | Indicator number 6 Table #3 of Annex 1 | 58 | |||
| G1-4 Fines for violation of anticorruption and anti-bribery laws paragraph 24 (a) | Indicator number 17 Table #3 of Annex 1 | Delegated Regulation (EU) 2020/1816, Annex II) | 58 | ||
| G1-4 Standards of anti-corruption and anti- bribery paragraph 24 (b) | Indicator number 16 Table #3 of Annex 1 | 59 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report • Board of Directors' report 2025 • Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 69
The Board of Directors and the CEO of Eltel AB, corporate registration number 556728-6652, with its registered office in Stockholm, hereby submit the Annual Report and consol- idated financial statements for the 2025 financial year. Eltel AB and its subsidiaries operate under the Eltel brand. The consolidated group is called Eltel Group. The Sustainability Statement is part of the Board of Directors' report and is available on pages 26–67.
Company overview
Eltel is the leading service provider for critical infrastructure in the Nordics. We deliver a comprehensive range of commu- nication and power services – everything from the design and build phase to corrective maintenance. This includes design, planning, building, installing, maintaining and securing the operation of networks for a more sustainable and connected world today and for future generations. Our customers are primarily national owners and operators of communication and power networks. We offer a 24/7 and extensive geographical presence in our home markets. Most of our work is conducted through long-term frame agree- ments that run between two to five years. This allows us to create and maintain long-term relationships with our custom- ers and, through close cooperation, help them achieve their objectives. As a consequence of the global trends affecting society, the communication and power markets are constantly changing. The key ongoing trends driving this change include increasing customer and security demands, network reliability and sur- veillance, regulatory requirements, the need to upgrade ageing power infrastructure, the growing use of renewable energy in society, as well as geopolitical developments. Eltel operates in the Nordic market and is also represented in Germany and Lithuania.
Communication services
Eltel optimizes communication networks to address society’s growing demand for digitalization, transforming how people live, work and play. The business is primarily driven by technol- ogy upgrades, maintenance needs and increased demand for improved capacity and faster networks.
Board of Directors’ report 2025
Eltel’s main customers are large telecom operators and communication network infrastructure owners. Operations generally involve long-term relationships with a steady inflow of orders generated by frame agreements.
Power services
Eltel’s Power services enable the electrification of society, which is playing a crucial role in developing sustainable energy solutions and helping to achieve national climate objectives. The demand for increased network capacity and capabilities is a major driver in the power market that will continue in the foreseeable future. Primary customers include national transmission system oper- ators, owners of power distribution grids and utility companies. Eltel also serves industrial companies and the public sector. Read more about Eltel’s life-cycle service solutions on page 15.
Major contracts 2025
During 2025, Eltel signed contracts with a combined value of about EUR 624.1 million (863.3). Selection of important contracts:
* On 3 February it was announced that Eltel had been select- ed to construct Finland’s second largest solar power plant for Taaleri Energia, valued at EUR 73.5 million.
* On 28 April Eltel signed a two year frame agreement with the Norwegian Defence Materiel Administration regarding installation services valued at EUR 8.4 million.
* On 30 June Eltel signed a three year frame agreement for connection and metering services with E.ON valued at EUR 24.6 million.
* On 12 September Eltel was assigned to build grid connec- tions for DayOne’s Data Center, a contract valued at EUR 38 million.
* On 15 September Eltel and Caruna signed a frame agree- ment worth approximately EUR 81 million.
January–December 2025
Net sales
Net sales decreased by 1.3% to EUR 817.8 million (828.7). In segments net sales increased by EUR 1.8 million. Organic net sales in segments, adjusted for currency effects, decreased by 0.7%. Net sales increased in Sweden and decreased in other segments. Starting from 1 January 2025 the segments are Finland, Swe- den, Denmark & Germany and Norway. In January–December 2025, the segments represented 99.8% of the net sales. The Group Support Functions include Group Functions and Lithuania as well as closing activities for Power Transmission
Significant events 2025
Strategy on track
We continued to deliver on our strategy: improving profitability, broadening our customer base and growing in new and adjacent business areas.
Improved profitability
The fourth quarter marked the tenth consecutive quarter of year-on-year improvement in adjusted EBITA.Growth in public infrastructure Leveraging our expertise and nationwide 24/7 presence across the Nordics, we have gained new customers in road, defense, rail and aviation. Expansion in new and adjacent business continues We achieved strong growth in Solar PV, Battery Energy Storage Systems (BESS) and data centers and we expect an increasing demand for reliable and high-capacity communication and power infrastructure related to our new and adjacent business areas.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report › Board of Directors' report 2025 • Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 70
International and High Voltage Poland until its divestment in Q2 2024. Group Support Functions is not considered a segment.
Adjusted EBITA
Adjusted EBITA increased to EUR 20.7 million (10.5) and the adjusted EBITA margin was 2.5% (1.3). Adjusted EBITA in segments was EUR 32.1 million (22.6) and the margin was 3.9% (2.8). Adjusted EBITA improved in all segments but Denmark & Germany.
Finland
Net sales decreased by EUR 6.7 million, or 1.9%, to EUR 351.1 million (357.7). The strong growth in Power, mainly related to Solar PV and Data Center services, did not fully compensate the net sales decrease in Communication, due to fiber-to-the home rollout volumes declining from their peak in the previous year. Adjusted EBITA improved by EUR 4.6 million to EUR 20.3 million (15.7). The adjusted EBITA margin was 5.8% (4.4). Both Power and Communication contributed to keeping the profitability at good levels in spite of the declining volumes in Communication. Read more about Eltel Finland on page 18.
Sweden
Net sales increased by EUR 27.3 million, or 12.9%, to EUR 239.2 million (211.8). Growth in local currency was 9.1%. Net sales increased in Communication, driven by public infrastructure and telecommunications. Power net sales declined, mainly due to project phasing in Smart Grids, not fully compensated by the good growth in Solar PV. Adjusted EBITA increased to EUR 7.7 million (6.1). The adjusted EBITA margin was 3.2% (2.9). Positive volume development and operational excellence in Communication were the main contributors to the improved profitability. Read more about Eltel Sweden on page 19.
Denmark & Germany
Net sales decreased by EUR 3.9 million, or 3.0%, to EUR 125.6 million (129.6). Net sales increased in Power especially in Smart Grids and BESS. Declining volumes in Communication, partly due to a contract ending, was the main reason for the overall decrease. Adjusted EBITA was EUR 5.9 million (6.5). The adjusted EBITA margin was 4.7% (5.0). In spite of improved profitability in Power, the adjusted EBITA decreased slightly. Declining volumes in Communication had a negative impact on the full year profitability. Throughout the year, Denmark has taken measures to mitigate the weaker Communication performance, including rightsizing of the operations, which has burdened the result. Read more about Eltel Denmark & Germany on page 20.
Norway
Net sales decreased by EUR 14.9 million, or 13.0%, to EUR 100.0 million (114.9). Net sales decline in local currency was 12.4%. Declining volumes from telecommunications operators burdened net sales throughout the year, even though net sales from new customers yielded results. Adjusted EBITA increased by EUR 3.9 million to EUR -1.8 million (-5.7). The adjusted EBITA margin was -1.8% (-4.9). Improved profitability driven by operational efficiency, resulted in a positive adjusted EBITA for the second half of the year, whereas the full year adjusted EBITA was negative. Rightsizing the operations for future market demands, including a restructuring process with a reduction of employees and fleet, continued in 2025 and was finalized in Q2, with some further adjustments made in Q3. In line with Eltel’s strategy, the focus has been, and will continue to be, on margin and profitability rather than volumes. Read more about Eltel Norway on page 21.
Cash flow
Cash flow from operating activities was EUR 32.0 million (27.5). Main items included EBITDA EUR 49.1 million (16.7), cash flow from change in net working capital EUR -3.5 million (-2.5), financial items EUR -12.7 million (-12.4) and income taxes EUR -2.0 million (-0.9). Cash flow from financial items and income taxes is impacted by timing differences between income statement and payments. January–December 2024 included EUR 22.8 million adjustment for gain/loss on sale of assets and business impact from divestment of the Polish High Voltage business. Cash flow has historically displayed a strong seasonal pattern, with weaker cash flow recorded during the period until the end of the third quarter due to higher production activity. Eltel’s net working capital level is also impacted by phasing of projects. These projects, and delays in them, might result in continued tie up of working capital and can create volatility in the net working capital also going forward.
Net cash flow from investing activities was EUR -5.0 million (-6.6) from net capital expenditure on machinery and equipment as well as advances paid on intangible assets in January–December 2025. January–December 2024 included EUR -4.6 million cash flow impact from divestment of the Polish High Voltage business and net capital expenditure on machinery and equipment EUR -2.0 million.
Cash flow from financing activities was EUR -4.5 million (-24.0). Net proceeds from issuance of bond amounted to EUR 127.1 million, repurchase of the hybrid bond amounted to EUR 26.6 million and payment of interest for the hybrid bond amounted to EUR 3.3 million (3.4). Utilization of short-term financing decreased by EUR 53.6 million mostly due to repayment of former revolving credit facility in Q3 2025 (increase of 8.9). Amortization and prepayment of the remaining term loans amounted to EUR 20.0 million (amortization 4.0) and payments of lease liabilities were EUR 27.7 million (25.2).
Financial position, cash and cash equivalents
In June 2025, Eltel issued a EUR 130 million senior secured four-year floating rate bond. The net proceeds from the bond were used for the repayment of the remaining term loans, revolving credit facility, and the hybrid bond as well as for general corporate purposes. In June 2025 EUR 25.3 million was used to repurchase the hybrid bond and on 15 July 2025, the old term loans and the revolving credit facility loans were repaid. Additionally, a new super senior revolving credit facility of EUR 60 million became effective. EUR 15 million account overdrafts have been carved out of the super senior revolving credit facility. The Group has also access to a commercial paper program subject to restrictions of the terms of the bond. The refinancing simplifies the financing structure of Eltel and improves the liquidity of the Group. During Q4 2025 the remaining hybrid bond was repurchased. The total amount used for the repurchase was EUR 26.6 million during January–December 2025. On 9 December, Eltel published bond prospectus and applied for listing its bonds on Nasdaq Stockholm. On 19 December a written procedure was initiated and on 15 January 2026 the successful completion of Written Procedure was announced.
| Credit facilities | EUR million | |
|---|---|---|
| 31 Dec 2025 | Maturity | |
| Senior bond | 130.0 | Jun 2029 |
| Super senior revolving credit facility | 45.0 | Dec 2028 |
| Account overdrafts | 15.0 | Dec 2028 |
| Total committed credit facilities | 190.0 | |
| Commercial paper program | 150.0 | N/A |
Available liquidity reserves, including the committed revolving credit facility, account overdrafts and cash and cash equivalents, amounted to EUR 103.8 million (80.3) on 31 December 2025. Additional to the committed facilities, the Group also had access to short-term debt capital markets via a commercial paper program of EUR 150 million. On 31 December 2025, EUR 2.5 million (10.0) of the commercial paper program and EUR 0.0 million (46.0) of the revolving credit facility were utilized. Equity at the end of the period was EUR 168.9 million (189.3) and total assets were EUR 655.5 million (585.4). The equity ratio was 29.5% (35.5).
| Interest-bearing liabilities and net debt | EUR million | |
|---|---|---|
| 31 Dec 2025 | 31 Dec 2024 | |
| Interest-bearing debt | 130.1 | 76.3 |
| Leasing liabilities | 55.6 | 58.7 |
| Allocation of effective interest to periods | 0.0 | 0.2 |
| Less cash and cash equivalents | -43.8 | -21.3 |
| Net debt | 141.9 | 114.0 |
Net debt increase due to the hybrid bond (classified as equity) was replaced during the refinancing with a bond (classified as debt).
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report › Board of Directors' report 2025 • Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 71EUR million 31 Dec 2025 31 Dec 2024
Non-current interest- bearing debt 127.5 15.8
Current interest-bearing debt 2.7 60.5
Total interest-bearing debt 130.1 76.3
Non-current leasing liabilities 33.6 36.0
Current leasing liabilities 22.0 22.7
Total leasing liabilities 55.6 58.7
Commercial guarantees
On 31 December 2025, the commercial guarantees issued by the banks and other financial institutions on behalf of the Group amounted to EUR 54.1 million (52.3).
Employees
Eltel’s goal is to be the most attractive employer in the industry by focusing on employee engagement and development opportunities. At the same time, we strive to be the best partner in the projects we deliver, prioritizing the well-being of all those affected by our operations. Ensuring that all employees return home safely every day is Eltel’s top priority. Working on sites and transportation to and from the different work locations involves significant health and safety risks due to the nature of the tasks performed. These include, for example, electrical safety hazards and risks associated with working at heights, managing aging infrastructure, and road safety. In 2025, the Lost Time Injury Frequency rate (LTIFR) decreased from 3.8 to 3.0, remaining below our target level. Eltel conducts an annual group-wide employee engagement survey. The purpose is to communicate and understand how the employees feel about various aspects of their work, including managerial duties, workload, and opportunities for professional development. Once again, Relationships with Colleagues was the highest-rated area, improving to 4.2, from 4.1 last year. Health and Safety, Meaningfulness and Participation, and Relationship with Manager continue to be important drivers of employee engagement. In 2025, the average number of employees in FTE decreased by 14% to 3,894 (4,550). At the same time as Eltel recruited new skills to meet the needs in the new areas of renewable energy such as e-Mobility, Solar PV and Battery Energy Storage Systems, a certain number of employees in the various charging units were laid off due to lower volumes than previously expected. For more information, please refer to social information, pages 49–57.
Intangible key resources
Intangible assets are a central part of the Group’s value creation and contribute to increased competitiveness and long-term sustainability-driven growth. Employee engagement and expertise and a culture characterized by collaboration, proactivity, professionalism and safety, as well as a focus on operational and commercial excellence, are crucial to implementing the strategy. Long-standing customer relationships with network owners and telecommunications operators, long-term framework agreements, specialized expertise in communications and power networks, and security-cleared personnel, together with a strong Nordic brand, support the realization of Eltel’s business model. Internal assets – including structural capital, data-driven and automated processes, internal training and learning platforms, certifications, and business systems – further contribute to value creation and long-term growth.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report › Board of Directors' report 2025 • Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 72
The goal of Eltel’s Risk Management is to safeguard strategy execution from unexpected risks through assessing risks and opportunities on a daily basis. Risk awareness is part of our daily mindset. The control environment within Eltel’s corporate governance framework includes a set of clear rules of procedure for the Board of Directors and its committees, a clear organizational structure, documented delegation of authority (from the Board of Directors to the Group Management Team) and a series of Group policies and instructions. The governance framework and internal controls are applicable to all Eltel companies. Eltel has a risk management process in place. The Internal Audit Function evaluates if the process is being followed and communicates identified deficiencies to top management. For more information regarding financial risk management, please refer to note 14 in the Consolidated financial statements.
Risk Reporting
The Group Risk Management Team (RM Team), which is comprised of members of the current Group Function Management as defined in the Risk Management Policy, is responsible to ensure that risks are addressed adequately by Country Unit management. This is performed bi-annually when the forum discusses the risks and reviews them with a comparable view to ensure adequate risk management is in place. The forum provides feedback to the Audit Committee (AC) and the Board of Directors.
| Risk management | Country Unit | Group CEO/CFO | Group RM Team | Board/Audit Committee |
|---|---|---|---|---|
| Risk reporting roles | ||||
| Reports | ||||
| Provides feedback | ||||
| Identifies operational risks and opportunities. Reports risks, weight of risks and potential action plan via Monthly Business Review template. | Addresses risks and opportunities as part of the Business Plan. Provides information to bi-annual AC risk report. | Reviews risks and opportunities during monthly business reviews. Confirms actions and deadlines. Reviews and approves risks as part of the Business Plan. Reports top strategic and operational risks to the Audit Committee at least bi-annually. | Meets bi-annually to review top risks to identify issues and decide whether further actions are needed, or reporting should be escalated. Prepares a bi-annual risk report to the Audit Committee as a summary of top strategic and operational risks. Reviews deliverables from management and provides advice to the CEO. |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report • Board of Directors' report 2025 › Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 73
| Strategic risk | Actions | Type |
|---|---|---|
| Weak topline development: Inability to adequately generate new Total Contract Value (TCV) puts topline development at risk. Such may potentially be due to weaker than required commercial competences and subsequent sales drivers. Also, unpredictability regarding the general economic conditions and investment momentum in key segments may put topline development at risk. | Increased Group Management oversight and analysis of TCV development. Increased focus on obtaining key sales competences as well as establishing and improving reputation in new markets. Further development of winter-planning. | Business risk |
| High dependency on one key customer in Norway: Contract renegotiations and changes in volumes coming from the key customer have a significant impact on the net sales, profitability and operations of the Norwegian Country Unit. | There are ongoing activities to find growth and broaden the customer base, as well as increased support and focus from Group Management and Group Functions. | Business risk and value chain risk |
| Geo-political uncertainty: General geo-political uncertainty, such as global trade conflicts as well as armed conflicts, can negatively affect supply chain reliability, customer investment appetite, and increase risk of being in breach of e.g. frequently changing sanctions. | Increased Group Management focus on procurement process, e.g. dual sourcing plans as well as sanctions screening processes for both customers and entities in supply chain. Increased focus on key contractual terms (customer and supply chain) mitigating Eltel’s risk related to aspects outside Eltel control. | Business risk, value chain risk, compliance risk, etc. |
| Operative risk | Actions | Type |
|---|---|---|
| Health and safety in the working environment: Risk to employee or subcontractor health and safety in our operations is our most salient human rights risk. Main risk is injuries and incidents which may occur to our employee’s and/or subcontractors through their daily activities. | Sharing of learnings from incidents and cascading safety bulletins throughout the organization including sharing such details with subcontractors, mainly to technicians and project managers, to improve awareness and incident prevention. | Health and safety risk |
| Lack or loss of key competence: Lack of strong commercial mindset throughout the organization leading to slower than desired net sales and profitability development. Lack of automation and AI adoption competences in the general employee base leading to slower than desired adoption of new technologies to support more efficient operations. | Increased training of relevant personnel and overall awareness of commercial mindset. Increasing capacity to manage growth into new markets. Increased focus on promoting automation and AI use cases within the organization to foster new ideas and use cases. | Human resource risk |
| Lack of execution development: Changes to the overall portfolio mix, with increasing amount of new business areas as well as increasing share of large projects, sets new requirements on Eltel's operations and as such poses an inherent profitability risk if not operationally managed appropriately or priced/planned accurately. | Increased focus on operational execution plans and pricing methodology in tender approval forums and business review forums. | Contract management and execution risk Inconsistent ways of working: Lack of standardized processes and data requirements, sub-optimal systems/applications and inconsistent general ways of working impede Eltel’s ability to improve efficiency and profitability. Such also hampers accurate forecasting and increases the risk of unexpected write-downs, penalties and/or poor result. IFS11 change program, encompassing not only ERP upgrade, but overall process, data and operations streamlining activities as well as system/ application harmonization. Annual OKR setting and follow-up process. Technology and execution risk IT & cybersecurity: Careless human behavior poses the main risk to Eltel’s overall IT and cybersecurity environment. Incidents can have both significant reputational as well as financial impact. Increased cybercrime activity in Europe poses a general threat to Eltel’s operations. Ongoing investment in Eltel’s capabilities to identify serious threats as well as investment in new or improved systems/applications. IT and cybersecurity training given to all employees with increased focus on ensuring that the human firewall is in place. IT & cybersecurity risk Sustainability: Risk that during the tendering and planning phases sustainability related requirements in customer contracts are not fully considered or accurately defined, potentially leading to unexpected costs, penalties and/or reputational damage. Ensuring that sustainability requirements are comprehensively considered during the tendering and planning phases and subsequent implementation phase. Sustainability, con- tract management and execution risk |
Most significant risks
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
› Board of Directors' report
• Board of Directors' report 2025
› Risk management
• Sustainability Statement
• Corporate Governance report
• Consolidated financial statements
• Parent Company financial statements
• Signatures
• Auditor's report
• Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 74
Remuneration of senior executives
For information regarding remuneration to senior executives in 2025 and 2024, please refer to note 30 Remuneration to senior executives, in the Consolidated financial statements.
The Board of Directors of Eltel AB does not propose any changes to the guidelines for remuneration to senior executives, as adopted at the Annual General Meeting 2024.
Guidelines for remuneration to senior executives of the company
Eltel AB’s Annual General Meeting 2024 resolved to adopt guidelines for remuneration to senior executives on the following principal terms and conditions.
Scope and applicability of the guidelines
These guidelines for remuneration to senior executives cover remuneration to the Board of Directors, the CEO, the Deputy CEO and other senior executives (the Group Management Team). The guidelines are applicable to remuneration agreed, and amendments to remuneration already agreed, after the adoption of the guidelines by the Annual General Meeting 2024.The guidelines apply until the general meeting resolves to adopt new guidelines for remuneration to senior executives. These guidelines do not apply to any remuneration decided or approved by the general meeting, e.g. remuneration to the Board of Directors and long-term incentive programs, which are decided separately by the general meeting of shareholders.
The Board of Directors shall be entitled to temporarily deviate from these guidelines, in whole or in part, if special reasons justify doing so in an individual case and such deviation is necessary in order to meet the Company’s long-term interests and sustainability or to ensure the company’s financial viability. If such a deviation occurs, it must be reported in the Remuneration Report before the next Annual General Meeting. As set out below, the Remuneration Committee’s tasks include preparing the Board of Directors’ resolutions in remuneration related matters, including potential matters regarding deviation from the guidelines.
The guidelines promote the company’s business strategy, long-term interest and sustainability
The Board of Directors considers that a prerequisite of the successful implementation of the company’s business strategy and safeguarding of its long-term interests, including its sustainability, is that the company is able to recruit and retain a highly competent management with capacity of achieving specified goals. To this end, it is necessary that the company can offer competitive remuneration to motivate senior executives to do their utmost. Variable cash remuneration covered by these guidelines shall be based on criteria that aim at promoting the company’s business strategy and long-term interests, including its sustainability, and where the fulfilment of the criteria is determined by the method set out below. For a description of the company’s strategy, please refer to www.eltelgroup.com/investors/inves- tor-information/strategy-and-targets/
Forms of remuneration
The remuneration to senior executives shall be based on market terms. The remuneration may consist of fixed base salary, variable remuneration, pension, and certain other benefits. In addition, the general meeting may – regardless of these guidelines – resolve on share-related or share price related remuneration.
Fixed base salary
Fixed base salary for senior executives reviewed yearly and in accordance with local practices. The fixed base salary constitutes 60–80% of total remuneration excluding LTI and assuming a 50% outcome of STI.
Cash short-term incentives (STI)
The aim of the short-term incentive is to reinforce the right performance and behaviors – financially and operationally – and to align the individual performance with the company’s business strategy, long-term interests, and sustainability. The key performance criteria for senior executives are primarily financial, i.e. net sales, adjusted EBITA, operative cash flow, net working capital (NWC) in relevant currencies and safety measured as the lost time injury frequency rate (LTIFR). A minor part of certain senior executives’ key performance criteria can be discretionary under special circumstances. The minimum financial performance of the company for any STI pay-out is defined by the Board of Directors as a level of result in adjusted EBITA. This level is set to guarantee a lowest level of earnings for the company before any STI pay-out is made. The short-term incentives can amount to a maximum of 80% of the fixed base salary for the CEO and 60% for other senior executives. Unless otherwise provided by mandatory law or obligations in applicable collective bargaining agreements, short-term incentives shall not entail any deposition of pension. The STI is paid in connection with the ordinary monthly salary that is paid four months after the end of the qualifying period. The company is not able to recover remuneration paid out as STI. In specific situations, for example in relation to potential divestments, M&A or specific projects, Eltel may offer cash bonuses that are conditional on the success of the specific transaction or project.
Long-term Incentives (LTI)
Senior executives can be offered share-related or share price-related remuneration. LTI are intended to improve the participants’ commitment to the company’s development and they shall be implemented on market-based terms. Resolutions on incentive programs related to shares and share prices must be passed at the general meeting and are therefore not covered by these guidelines.
Other benefits
Pension
Senior executives are offered pension benefits that are primarily based on defined insurance payments and in accordance with local practices.The pension benefits are generally funded through payments to insurance companies or trustee-admin- istered funds.
Company car
Senior executives are offered a company car and other benefits (such as allowances to physical activity, personal health, lunch facilities, health insurance etc.) in accordance with local rules, regulations, and practices in each country. Other benefits constitute 4–14% of total remuneration excluding LTI and assuming a 50% outcome of STI.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
› Board of Directors' report
› Board of Directors' report 2025
• Risk management
• Sustainability Statement
• Corporate Governance report
• Consolidated financial statements
• Parent Company financial statements
• Signatures
• Auditor's report
• Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 75
Notice of termination and severance pay
The senior executives’ employment or contractual agreements shall be valid until further notice or for a specified period of time. The notice period is twelve months for the CEO in the event of termination by the company and twelve months in the event of termination by the CEO. In the event of termination by the company, the CEO is entitled to a severance pay equivalent of twelve months’ fixed base salary and payable in one sum. The total amount of the salary and severance payment for the CEO may not exceed an amount corresponding to two years’ fixed base salary. The notice period is twelve months for other senior executives in the event of termination by the company and six months in the event of termination by other senior executives themselves. No other senior executive than the CEO is entitled to severance payment.
Salary and terms of employment for employees
In preparing the Board of Directors’ proposal for these remuneration guidelines, the salaries, and terms of employment for the company’s employees have been taken into account.Information about employees’ total remuneration, components of their remuneration as well as increases in remuneration and increases over time have been obtained and have constituted a part of the Remuneration Committee’s and the Board of Directors’ decision basis in their evaluation of the fairness of the guidelines and the limitations arising from them.
The resolution process
The Board of Directors shall prepare a proposal for new guidelines when there is a need for significant changes to the guidelines, however at least every four years. The Board of Directors’ proposal is prepared by the Remuneration Committee. The chairman of the Board of Directors may chair the Remuneration Committee. In order to manage conflicts of interest, other members of the Remuneration Committee who are elected by the Annual General Meeting must be independent in relation to the company and the senior executives. The Remuneration Committee shall, inter alia, monitor and evaluate the application of the guidelines for remuneration to senior executives decided by the Annual General Meeting. When the Remuneration Committee has prepared the proposal, it is submitted to the Board of Directors for decision. The CEO or other senior executives shall not be present while the Board of Directors addresses matters related to remuneration and passes resolutions about them, insofar as they are affected by the matters. If the Annual General Meeting does not resolve to adopt guidelines when there is a proposal for such, the Board of Directors shall submit a new proposal no later than the next Annual General Meeting. In such cases, remuneration shall be paid in accordance with the current guidelines or, if no guidelines exist, in accordance with the company’s practice. External advisors are used in the preparation of remuneration-related matters when deemed necessary.
Corporate Governance report
Eltel has issued a Corporate Governance report for the financial year 2025. The Corporate Governance report has been prepared in accordance with the Swedish Corporate Governance Code.
The Eltel share
Eltel’s shares are listed on Nasdaq Stockholm, under the trading symbol “ELTEL”. As per 31 December 2025, the total number of shares amounts to 160,585,581 divided into 156,736,781 ordinary shares with 1 vote per share and 3,848,800 C shares with 1/10 vote per share. The share capital entered in the trade register per 31 December 2025 is EUR 1,605,856. Shareholders with more than 10% of the votes on 31 December 2025 are Solero Luxco S.á.r.l. (a company controlled by Triton Funds) with 16.4% and Wipunen Varainhallinta Oy with 14.9% of ordinary shares. All 3,848,800 C shares are held by Eltel, each with a quota value of EUR 0.01. C shares correspond to 2.4% of the total number of shares and 0.2% of the total voting rights. More about the Eltel share please refer to pages 132–133.
Dividend policy
A dividend policy has been adopted whereby 50% of Eltel’s consolidated net profit shall be paid in dividends over time (with flexibility in relation to the pay-out ratio).
The Parent Company
Eltel AB owns and governs the shares of Eltel Group. The Company holds management functions but has no operative business activities and its risks are mainly attributable to the value and activities of its subsidiaries. The Parent Company’s income amounted to EUR 8.7 million (8.3) related to support function services provided to the Group. The operating expenses amounted to EUR 8.5 million (9.1). Financial income amounted to EUR 23.7 million (21.2) related to interest income from Group companies. Financial expenses amounted to EUR 9.5 million (4.2) and Group contribution of EUR 13.0 million (16.0) was given to a subsidiary company. Net result was EUR 1.5 million (0.2).
The Board’s proposal for the distribution of profits
The Parent Company’s non-restricted equity on 31 December 2025 was EUR 435,481,833.89 of which the net profit for the year was EUR 1,455,619.29. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the year 2025 and that the non-restricted equity of EUR 435,481,833.89 be retained and carried forward.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + › Board of Directors' report › Board of Directors' report 2025 • Risk management • Sustainability Statement • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 76
Corporate Governance report
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report › Corporate Governance report • Corporate Governance report • Board of Directors • Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 77
Eltel AB (publ) (hereafter referred to as “Eltel” or the “Company”) is a Swedish public limited liability company with its shares admitted to trading on Nasdaq Stockholm. Eltel complies with the guidelines and provisions of its Articles of Association, the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)), the Swedish Annual Accounts Act (Sw. Årsredovisningslagen (1995:1554)), the rules and regulations of Nasdaq Stockholm’s Rule Book for Issuers, as well as other applicable Swedish and international laws and regulations. Eltel applies the Swedish Corporate Governance Code (the “Code”), issued by The Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning), available at www.corporategovernanceboard.se
Eltel’s Audit Committee has reviewed this Corporate Governance Report (the “Report”) and confirms that the description of the main features of the internal audit and risk management section, as related to the financial reporting process, is consistent with the financial statements, as set out in Eltel’s Annual Report 2025.
Eltel’s governance structure
Eltel’s internal governance is regulated by the Swedish Companies Act and the Code.
Shareholders
Ownership structure
As per 31 December 2025, Eltel has 3,380 shareholders. The four largest shareholders of Eltel AB are Solero Luxco S.á.r.l. 16.4% (a company controlled by Triton Funds), Wipunen Varainhallinta Oy 14.9%, the Fourth Swedish National Pension Fund (AP4) 9.5%, and Torpanmaa Oy (former name Heikintorppa Oy) 8.7%. The four largest shareholders referred above together represent 49.5% of the votes in the Company.
Shares and votes
Eltel’s shares are listed on Nasdaq Stockholm, under the trading symbol “ELTEL”. As per 31 December 2025, the total number of shares amounts to 160,585,581 divided into 156,736,781 ordinary shares with 1 vote per share and 3,848,800 C shares with 1/10 vote per share. The share capital entered in the trade register per 31 December 2025 is EUR 1,605,856.
Corporate Governance report
Eltel’s governance structure
| Business Development | Auditors |
| :--- | :--- |
| Communications & Investor Relations | |
| Legal & Sourcing | Finance & Administration |
| Audit Committee | Remuneration Committee |
| Nomination Committee | |
| CEO | Board of Directors |
| Annual General Meeting | |
| Finland | Sweden | Denmark & Germany | Norway |
| Group Support Functions | | | |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report › Corporate Governance report › Corporate Governance report • Board of Directors • Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 78
The General Meeting of shareholders
The General Meeting of shareholders is Eltel’s highest decision-making body. In addition to the Annual General Meeting of shareholders, Extraordinary General Meetings of shareholders may be convened at the discretion of the Board of Directors or, if requested by the external auditor or by shareholders holding at least 10% of the shares. At the Annual General Meeting, shareholders exercise their voting rights on matters such as:
* Approving the financial statements
* Deciding on the distribution of dividends
* Discharging the company’s Board of Directors and CEO from liability for the financial year
* Electing the Company’s Board of Directors and auditors and deciding on their remuneration
* Other matters as stipulated in the Swedish Companies’ Act, the Articles of Association or the Code, as applicable.
All General Meetings are convened by notice in the Swedish Official Gazette (Sw. Post- och Inrikes Tidningar) and by publishing the notice of the meeting on Eltel’s website. At the time of the notice, an announcement with information that the notice has been issued is published in the newspaper Svenska Dagbladet. Eltel also publishes invitations to its General Meetings as regulatory press releases. All shareholders who have been entered in the share register and have informed the Company of their attendance within the time limit stated in the notice of the meeting are entitled to participate at Eltel’s General Meetings and vote according to the number of shares held. Shareholders are also entitled to be represented by a proxy at the meeting.
Annual General Meeting 2025
Eltel’s Annual General Meeting was held on 13 May 2025. Shareholders representing 97,007,016 shares and 97,007,016.0 votes, constituting 60.4% of the total number of shares and 61.7% of the total number of votes in the Company, participated.Matters addressed at the meeting included the following:
* Resolution regarding adoption of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet and resolution regarding appropriation of the Company’s profit according to the adopted balance sheet
* Resolution regarding discharge from liability for the members of the Board of Directors and the CEO
* Re-election of Johan Nordström, Joakim Olsson, Erja Sankari, Per Sjöstrand and Roland Sundén as members of the Board of Directors and Per Sjöstrand as Chairman of the Board of Directors
* New election of Riitta Palomäki as member of the Board of Directors
* Election of KPMG AB as the auditor (whereby it was announced that Fredrik Westin will continue as auditor-in-charge)
* Resolution regarding approval of the Remuneration Report for 2024
* Resolution regarding a share-based long-term incentive program 2025 (“LTIP 2025”)
* Authorization for the Board of Directors to resolve to issue new shares and authorization for the Board of Directors to resolve to repurchase and transfer the Company’s own shares
* Resolution regarding amendments of the articles of association and reduction of the share capital.
The minutes of the Meeting and other related documents can be found on Eltel’s website: https://www.eltelgroup.com/en/annual-general-meeting-2025/
Annual General Meeting 2026 and Annual Report 2025
Eltel’s Annual General Meeting 2026 will be held on 12 May 2026. The Annual Report 2025 will be made available on the Group website www.eltelgroup.com from week 13, 2026.
Nomination Committee
According to the Rules of Procedures for the Nomination Committee (the “Rules of Procedure”), the committee shall, as a starting point, comprise four members, each representing one of the four largest shareholders in Eltel as per the last banking day in August the year before the Annual General Meeting. The Rules of Procedures stipulate that the Nomination Committee’s main duties are to propose candidates for the Board of Directors, the Chairman of the Board, as well as fees and other remuneration for the members of the Board of Directors, and that the Nomination Committee is to make proposals on the election and remuneration of the statutory auditor. Shareholders in Eltel are invited to submit proposals to the Nomination Committee.
Further, under the Rules of Procedure, the Nomination Committee shall pay special attention to the requirements relating to diversity and breadth of qualifications, experience, and background, as well as the requirement to strive for gender balance in the Board of Directors. Pursuant to the Rules of Procedure, the Nomination Committee shall accomplish its duties in accordance with the Code.
As stated in the Nomination Committee’s motivated statement in April 2025, when preparing its proposal on the composition of the Board of Directors for the Annual General Meeting 2025, the Nomination Committee applied rule 4.1 of the Code as diversity policy. Pursuant to rule 4.1 of the Code, (i) the Board of Directors shall have a composition appropriate to the company’s operations, phase of development and other relevant circumstances, (ii) the Board members elected by the general meeting shall collectively exhibit diversity and breadth of qualifications, experience, and background, and (iii) the company shall strive for gender balance on the Board. The aim of the diversity policy is that the Board of Directors shall have a composition that ensures its capacity to manage the Company’s affairs efficiently, with integrity and in the best interests of the Company and all its shareholders. Out of the Board members elected by Eltel’s Annual General Meeting 2025, four (4) were men and two (2) were women.
An annual evaluation of the Board of Directors’ work, expertise, composition, and independence of its members is initiated by the Chairman of the Board of Directors, partly to assess the preceding year and partly to identify areas of development for the Board of Directors. The evaluation is performed with the support of an evaluation form and through discussions, as well as through individual interviews of the members of the Board of Directors.
Nomination Committee for the AGM 2026
- For the 2026 Annual General Meeting, the Nomination Committee consists of the following members (votes as per last banking day in August 2025):
- Gustaf Backemar, Chairman, Solero Luxco S.á.r.l. (approx. 16.4% of votes)
- Peter Immonen, Wipunen Varainhallinta Oy (approx. 14.9% of votes)
- Thomas Ehlin, the Fourth Swedish National Pension Fund (approx. 9.5% of votes)
- Ingeborg Åkermarck, Torpanmaa Oy (former name Heikintorppa Oy) (approx. 8.7% of votes).
The members of the Nomination Committee have met on four occasions and held separate sessions to interview individual members of the Board. The Nomination Committee’s complete proposals for the 2026 Annual General Meeting will be published in the notice convening the 2026 Annual General Meeting.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report › Corporate Governance report › Corporate Governance report
* Board of Directors
* Group Management Team
* Consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 79
The Board of Directors
The Board of Directors’ responsibility is regulated by the Swedish Companies Act, the Swedish Annual Accounts Act, the Company’s Articles of Association, directions given by the General Meeting and the Charter for Eltel’s Board of Directors adopted by the Board of Directors. In addition, the Board of Directors shall comply with the Code and Nasdaq Stockholm’s Rule Book for Issuers, as well as other applicable Swedish and international laws and regulations.
Responsibility of the Board of Directors
The Board of Directors is responsible for the Company’s organization and administration of the Company’s affairs. The Board of Directors shall continuously assess the Group’s financial situation, as well as ensure that the Company’s organization is structured in such a way that the accounting, management of funds and the financial conditions are securely controlled. The Board of Directors is also responsible for setting objectives and strategies, ensuring efficient systems for follow-up and control of the Company’s operations, identifying how sustainability issues impact risks to and business opportunities for the Company, and that satisfactory controls are in place to ensure the Company’s compliance with laws and other regulations applicable to Eltel’s operations. Furthermore, the Board of Directors shall ensure the implementation of appropriate policies and other steering documents regarding the Company’s conduct and that any public disclosure of information is made in accordance with laws and established practices (including Nasdaq Stockholm’s Rule Book for Issuers). In addition, the tasks of the Board of Directors include appointing, evaluating and, if necessary, dismissing the CEO.
With the exception of employee representatives, members of the Board of Directors are appointed at the Annual General Meeting one year at a time for the period until the end of the next Annual General Meeting. According to the Company’s Articles of Association, the number of members of the Board of Directors to be elected at the General Meeting shall be no less than three and no more than ten ordinary members and no more than three deputies. In accordance with the Code, the majority of the members of the Board of Directors shall be independent of the Company and its management.
Eltel’s Board of Directors operates in accordance with a written Charter adopted by the Board. The Charter is reviewed annually. The Charter regulates, for example, the Board’s ways of working and the division of tasks within the Board. The Board of Directors has also adopted an Instruction for the CEO of Eltel, as well as an Instruction for financial reporting.
| Members of the Board of Directors | Position | Year of birth | Election year | Shareholding | Remuneration EUR | Independence from main owners | Independence of the Company |
|---|---|---|---|---|---|---|---|
| Per Sjöstrand | Chairman | 1958 | 2024 | 171,721 | 118,700 | Yes | Yes |
| Ann Emilson $^{1)}$ | Member | 1965 | 2022 | – | 14,900 | Yes | Yes |
| Johan Nordström | Member | 1965 | 2024 | – | 36,500 | Yes | Yes |
| Joakim Olsson | Member | 1965 | 2018 | – | 50,200 | No | Yes |
| Riitta Palomäki $^{2)}$ | Member | 1957 | 2025 | – | 35,300 | Yes | Yes |
| Erja Sankari | Member | 1973 | 2022 | – | 44,700 | Yes | Yes |
| Roland Sundén | Member | 1953 | 2018 | 150,000 | 55,600 | Yes | Yes |
| Stefan Söderholm | Employee representative | 1960 | 2021 | – | – | Yes | No |
| Björn Tallberg | Employee representative | 1976 | 2015 | – | – | Yes | No |
| Jasmine Hammam $^{3)}$ | Deputy employee rep. | 1990 | 2025 | 1,500 | – | Yes | No |
| Petter Johansson $^{4)}$ | Deputy employee rep. | 1998 | 2025 | – | – | Yes | No |
1) Until 13 May 2025.
2) From 13 May 2025.
3) From 2 April 2025.
4) From 28 November 2025.
Information about the Board of Directors’ other assignments can be found on pages 83–84.
Board meetings 2025
| 29 Jan | 13 Feb | 14 Mar | 20 Mar | 16 Apr | 29 Apr | 13 May | 23 May $^{5)}$ | 9 Jun $^{5)}$ | 10 Jun | 23 Jul | 20 Aug | 18 Sep | 29 Oct | 21 Nov | 8 Dec | 8 Dec | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Per Sjöstrand | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x |
| Ann Emilson $^{1)}$ | x | x | x | x | x | x | |||||||||||
| Johan Nordström | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x |
| Joakim Olsson | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | |
| Riitta Palomäki $^{2)}$ | x | x | x | x | x | x | x | x | x | ||||||||
| Erja Sankari | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x |
| Roland Sundén | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x |
| Stefan Söderholm | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | |
| Björn Tallberg | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | x | |
| Jasmine Hammam $^{3)}$ | x | x | x | x | x | x | x | x | x | ||||||||
| Petter Johansson $^{4)}$ | x | x |
1) Until 13 May 2025.
2) From 13 May 2025.
3) From 2 April 2025.
4) From 28 November 2025.
5) Per capsulam.# Board of Directors
As per 31 December 2025, the Board of Directors consists of eight ordinary members (six members elected by the General Meeting of shareholders and two employee representatives) and two deputy employee representatives:
- Per Sjöstrand, Chairman
- Johan Nordström
- Joakim Olsson
- Riitta Palomäki
- Erja Sankari
- Roland Sundén
- Stefan Söderholm, employee representative
- Björn Tallberg, employee representative
- Jasmine Hammam, deputy employee representative
- Petter Johansson, deputy employee representative.
The members of the Board of Directors are presented in greater detail in the section “Board of Directors” on pages 83–84. The Chairman Per Sjöstrand and the Board members Johan Nordström, Riitta Palomäki, Erja Sankari and Roland Sundén are deemed to be independent of the owners and the Company. Joakim Olsson is deemed to be independent of the Company but dependent on significant shareholders due to his positions in relation to Solero Luxco S.á.r.l.
Matters for the Board of Directors during 2025
In 2025, the main focus of the Board of Directors was to ensure the execution of the Company’s strategy and improvement of profitability and liquidity. The refinancing of the Eltel Group was also a main focus. In 2025, the Board of Directors held 17 meetings. For details of Board member participation in Board meetings, please see table Board meetings 2025.
Evaluation of the Board of Directors’ performance
To ensure the quality of the work of the Board of Directors and to identify the possible need for further expertise and experience, the work of the Board of Directors and its members is evaluated annually. In 2025, evaluations, led by the Chairman of the Board of Directors, were carried out by way of each Board member responding to an online questionnaire. The compiled results were presented to the Board of Directors at the final Board meeting of the year. The Chairman of the Board of Directors also presented the results of the evaluations at a meeting with the Nomination Committee.
Board committees
An Audit Committee and a Remuneration Committee is annually appointed by the Board of Directors in its constituent meeting following the Annual General Meeting. The Board of Directors may also appoint other committees, if deemed necessary. The Board of Directors appoints the members of the committees and their chairmen by taking account of the expertise and experience required for the duties. The members of each committee are appointed for the same term of office as the Board of Directors itself. The main responsibilities of the committees, as further outlined below, are to prepare matters that are within the Board of Directors’ decision power.
The Audit Committee
The main responsibilities of the Audit Committee are to:
* Monitor the Company’s financial and sustainability reporting
* Monitor the effectiveness of the Company’s internal control, internal audit, and risk management
* Keep itself informed regarding the audit of the Annual Report and Group accounts
* Review and monitor the impartiality and independence of the auditor, paying particular attention to whether the auditor provides the Company with services other than auditing services
* Assist in the preparation of proposals to the resolutions to the General Meeting regarding the election of an auditor
* Advise and perform tasks that are specifically delegated from the Board of Directors, if any.
As part of the tasks described above, the Chairman of the Audit Committee shall support senior management with matters related to financial reporting and information disclosure and have ongoing contact with the auditor on these topics. The Audit Committee Chairman shall also support the CEO, the CFO and Group Communications in matters relating to information disclosure, financial and sustainability reporting, and media contacts, particularly in the event of a crisis.
The Audit Committee in 2025
As per 31 December 2025, the Audit Committee consists of four members: Riitta Palomäki (Chairman), Joakim Olsson, Erja Sankari and Roland Sundén. In 2025, the Audit Committee held six meetings, at which Eltel’s external auditor and representatives of the Company’s management were present.
Audit committee meetings 2025
| Date | 13 Feb | 20 Mar | 28 Apr | 23 Jul | 29 Oct | 3 Dec |
|---|---|---|---|---|---|---|
| Riitta Palomäki 1) | x | x | x | |||
| Joakim Olsson | x | x | x | x | x | x |
| Erja Sankari | x | x | x | x | x | x |
| Roland Sundén | x | x | x | x | x | x |
1) From 13 May 2025.
The Remuneration Committee
The main responsibilities of the Remuneration Committee are to:
* Prepare the Board of Directors’ resolutions on issues concerning remuneration principles, remunerations, and other terms of employment for the senior management
* Monitor and evaluate programs for the variable remuneration of senior management, both ongoing and terminated during the year
* Monitor and evaluate the application of the guidelines for the remuneration of senior management upon which the Annual General Meeting is legally obliged to decide, as well as the current remuneration structures and levels in the Company
* Assess and plan the succession of senior management at Eltel.
The Remuneration Committee in 2025
As per 31 December 2025, the Remuneration Committee comprises three members: Per Sjöstrand (Chairman), Joakim Olsson and Roland Sundén. The Remuneration Committee held three meetings in 2025.
Remuneration committee participation 2025
| Date | 6 Feb | 18 Sep | 8 Dec |
|---|---|---|---|
| Per Sjöstrand | x | x | x |
| Ann Emilson 1) | x | ||
| Joakim Olsson 2) | x | x | |
| Roland Sundén | x | x | x |
1) Until 13 May 2025.
2) From 13 May 2025.
Remuneration principles at Eltel
Eltel’s guidelines for remuneration to senior executives, as adopted at the Annual General Meeting 2024, are set out in the Board of Directors’ Report. Eltel’s Remuneration Report for 2025 will be submitted for approval at Eltel’s Annual General Meeting 2026.
External audit
The Annual General Meeting appoints an external auditor for one year at a time. The external auditor is responsible for auditing the annual financial statements of the Group and Parent Company. The external auditor also reviews the third quarter interim report, the Corporate Governance Report, the Sustainability Report and the Company’s administration. The external auditor attends all regular Audit Committee meetings and reports observations related to internal control, administration of the Company and the review of the third quarter and the annual financial statements. The external auditor attends at least one Board meeting each year.
External auditor in 2025
The Annual General Meeting in 2025 elected KPMG AB as Eltel’s external auditor for a one-year mandate, with Fredrik Westin as auditor-in-charge. In 2025, total fees paid to the external auditors, KPMG AB, amounted to EUR 0.8 million, of which non-auditing services totaled EUR 0.2 million.
Group Management Team
Chief Executive Officer
Eltel’s President and Chief Executive Officer (CEO) reports to the Board of Directors. Håkan Dahlström is the President and CEO of the Eltel Group. The CEO’s responsibility is governed by the Swedish Companies Act, the Swedish Annual Accounts Act, the Company’s Articles of Association, directions given by the General Meeting, Eltel’s Instructions to the CEO and other policies, directions and guiding principles established by the Board of Directors.
Group Management Team
The Group Management Team (“GMT”), chaired by the CEO, meets a minimum of 10 times annually (11 times in 2025). The GMT considers strategic and operational issues related to the Group and its businesses, as well as investments, Group structure and governance the Company’s operations. The GMT also delivers the annual business plan, budget and forecast updates to the Board of Directors in accordance with the Company’s established planning cycle. The Group Management Team comprises the following members 1):
- Håkan Dahlström, President and CEO
- Tarja Leikas, CFO
- Caroline Lindgren, General Counsel and Head of Sourcing
- Alexandra Kärnlund, Director, Communications and Investor Relations
- Pamela Lundin, Director, Business Development
- Juha Luusua, Managing Director, Eltel Finland
- Klas Elmberg, Managing Director, Eltel Sweden
- Ingrid Tjøsvold, Managing Director, Eltel Norway
- Yathkulan Kankesan, Managing Director, Eltel Denmark & Germany.
Information on the members of the GMT can be found on pages 85–86.
Control systems
Guidelines and manuals
Eltel’s internal management system, which comprises all corporate governance including policies, instructions, guidelines, and procedures, is communicated via management, and is organized according to the aforementioned and also in accordance with legal requirements of each country. Eltel’s IFRS Accounting Manual contains instructions and guidance on accounting and financial reporting to be applied by all Eltel Group companies. The manual’s objective is to provide guidance on Eltel Group accounting principles to be applied in Group reporting as well as in preparation of the consolidated financial statements.Eltel key policy documents cover areas such as authorization, Code of Conduct, internal control and risk management, reporting of suspected violations of laws, sanctions and export control, ethics or misconduct (whistleblowing) to Eltel’s Compliance function, health and safety, crisis management and communications, investor relations, sustainability, responsible procurement, restrictions on insider trading, accounting and controlling, IT (including AI and cybersecurity). As part of regular monitoring, Eltel conducts internal audits to verify that the Company complies with approved governance principles. Regular reporting, follow-up and escalation procedures are in place and ensure the Audit Committee is ultimately made aware if issues are identified. The CEO is primarily responsible for implementing the Board of Directors’ instructions in their day-to-day work. The CEO regularly reports to the Board based on established procedures. Furthermore, monthly operational business reviews are conducted with the Country Units by the CEO and CFO and reported in summary at the following Board meeting.
Information and communications
All external communications are carried out in accordance with the relevant regulations and Eltel’s Crisis and Communications Policy. Eltel has a Group Communications function that focuses on three key communication areas: Investor Relations, internal and external communications as well as brand and marketing.
Follow-up
The Board of Directors and GMT monitor Eltel’s compliance with adopted policies and guidelines. At each Board meeting the Company’s financial position is addressed. The Remuneration and Audit Committees play key roles in terms of, for example, remuneration, financial statements and internal control. Prior to the release of interim reports and the Annual Report, the Audit Committee and the Board of Directors review the financial statements. Eltel’s management conducts a monthly follow-up of earnings, analyzing any deviations from the budget, forecasts and the previous year.
1) Thor-Egel Bråthen, Managing Director, Eltel Norway left the company on 10 February 2025 and was replaced by the current Managing Director, Eltel Norway, Ingrid Tjøsvold. Claus Metzsch Jensen, Managing Director, Eltel Denmark & Germany left the company on 1 August 2025 and was replaced by the current Managing Director, Eltel Denmark & Germany, Yathukulan Kankesan. Lars Nilsson, Managing Director, Eltel Sweden left the company on 1 August 2025 and was replaced by the current Managing Director, Eltel Sweden, Klas Elmberg.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report › Corporate Governance report › Corporate Governance report
• Board of Directors • Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 82
The duties of the external auditor include performing an annual review of the internal controls of the Group and Group subsidiaries. Status and identified deviations are addressed at the Audit Committee meetings or escalated earlier, when appropriate. The Board of Directors meets with the auditors once a year to review the internal controls and, in specific cases, to instruct the auditors to perform separate reviews in specific areas. The auditors attend all regular Audit Committee meetings.
Priority areas in 2025
Eltel’s significant priority areas for 2025 included the following:
* Continued implementation and execution of the strategy (including Eltel values create opportunities, always professional, care for life and combine strengths; and Objectives and Key Results (OKR) to measure the execution of the strategy)
* Improving commercial capabilities and profitability
* Broadening the customer base and expanding the offering e.g. in solar, battery energy storage, data center and public infrastructure
* Improved profitability within core operations
* Refinancing of the Eltel Group
* Steering the implementation of the AI Act and NIS2 Directive
* Developing sustainability work for Eltel's business offering and meeting reporting requirements according to the EU.
Internal audit 2025
Internal audit is responsible for carrying out internal audit engagements, overseeing and developing the internal control framework, facilitating the group risk management process and monitoring Eltel’s compliance with governance principles, which are based on Eltel’s Policy and Instruction landscape, applicable laws and generally accepted accounting principles. During the year, the function performed internal audits as per the annual internal audit plan, updated the internal control catalogue and performed internal control testing. The function also assessed and improved compliance and risk management processes. The internal audit engagements covered select business processes both on Group and Country Unit level. Outcomes from internal audits and internal control testing have been followed up and communicated accordingly. The function will continue to focus on the testing and development of internal controls, leading the group risk management process, as well as performing internal audits as outlined in the 2026 internal audit plan.
Risk management
For more information, please see Board of Director’s report page 72–73.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report › Corporate Governance report › Corporate Governance report
• Board of Directors • Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 83
Board of Directors
Per Sjöstrand
Chairman of the Board since 2024
Born: 1958
M.Sc. Engineering.
Positions and other board memberships: Chairman of the Board of Know IT, Instalco, Håndverksgruppen, Green Landscaping, Uniwater and BPG. Member of the Board of NCG.
Board committees: Chairman of the Remuneration committee.
Previous positions: CEO at Instalco AB. Director, Major Projects at the Swedish Transport Administration. Chairman of the Board of Fasadgruppen Group AB.
Shares held in Eltel as of 31 December 2025: 171,721 shares.
Johan Nordström
Member of the Board since 2024
Born: 1965
MBA.
Positions and other board memberships: CEO of Green Landscaping Group. Member of the Board of several of Green Landscaping Group’s subsidiaries.
Board committees: –
Previous positions: Chairman of the Board of Car-O-Liner Group AB. CEO at Alignment Systems. Managing Director at Europe Drivesol Worldwide Inc. Strategic Business Development Director at Teleflex. CEO at Telair.
Shares held in Eltel as of 31 December 2025: –
Joakim Olsson
Member of the Board since 2018
Born: 1965
MBA and M.Sc. Mechanical Engineering.
Positions and other board memberships: Partner at Triton. Chairman of the Advisory Board of Arvos Group and Dywidag. Member of the Board of Trench Group Advisory Board.
Board committees: Member of the Audit Committee, Member of the Remuneration Committee.
Previous positions: Chairman of the Board of Seves Group S.á r.l. Member of the Board of Logstor A/S. Chairman of the Board of Ovako Group AB. Member of the Board of FläktGroup GmbH, VCST and Semcon AB. CEO at SAG Group GmbH and Haldex AB.
Shares held in Eltel as of 31 December 2025: –
Riitta Palomäki
Member of the Board since 2025
Born: 1957
M.Sc. Economics.
Positions and other board memberships: Member of the Board of Valmet Automotive.
Board committees: Chairman of the Audit Committee.
Previous positions: Member of the Board of Nordic Waterproofing Holding AB. Member of the Board of OP Financial Group. Interim CFO of Caverion Oyj. Member of the Board of HkScanOyj. Executive Vice President and CFO of Uponor Oyj. Member of the Board of Componenta Oyj. CFO of Kuusakoski Group. Various managerial positions at Konecranes and ABB Finland.
Shares held in Eltel as of 31 December 2025: –
Erja Sankari
Member of the Board since 2022
Born: 1973
M.Sc. Economics.
Positions and other board memberships: Chief Executive Officer at Foamit Oyj. Member of the Board of Nurminen Logistics Oyj and Proventia Oy.
Board committees: Member of the Audit Committee.
Previous positions: EVP and Chief Operating Officer at iLOQ. Vice President, Global Supply Chain at Nokia. Vice President, Supply Chain Engineering at Nokia. Head of Oulu Factory at Nokia/Nokia Siemens Networks. Various managerial positions at NSN and Nokia.
Shares held in Eltel as of 31 December 2025: –
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report › Corporate Governance report
• Corporate Governance report › Board of Directors
• Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 84
Roland Sundén
Member of the Board since 2018
Born: 1953
M.Sc. Mechanical Engineering.
Positions and other board memberships: MD at PrimeValue Consult AB.
Board committees: Member of the Audit Committee, Member of the Remuneration Committee.
Previous positions: President at Hiab and Member of Cargotec Executive Board. President and CEO at LM Wind Power. President, Agricultural Division at Case New Holland. Executive Vice President at Volvo Construction Equipment.
Shares held in Eltel as of 31 December 2025: 150,000 shares.
Jasmine Hammam
Member of the Board – Deputy Employee Representative since 2025
Born: 1990
M.Sc. Engineering.Positions and other board memberships: – Board committees: – Previous positions: – Shares held in Eltel as of 31 December 2025: 1,500 shares.
Petter Johansson Member of the Board – Deputy Employee Representative since 2025
Born: 1998
Member of the board of SEKO at Eltel Sweden.
Positions and other board memberships: – Board committees: – Previous positions: Fiber technician at Eltel Sweden.
Shares held in Eltel as of 31 December 2025: –
Stefan Söderholm Member of the Board – Employee Representative since 2021
Born: 1960
Member of the Board of SEKO at Eltel Sweden.
Positions and other board memberships: – Board committees: – Previous positions: Several different technical and managerial positions in the current Eltel organization.
Shares held in Eltel as of 31 December 2025: –
Björn Tallberg Member of the Board – Employee Representative since 2015
Born: 1976
Chairman of the trade union Unionen at Eltel Sweden.
Positions and other board memberships: – Board committees: – Previous positions: Team Leader at Eltel Aviation & Security. Network Engineer at Eltel Aviation & Security.
Shares held in Eltel as of 31 December 2025: –
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report › Corporate Governance report • Corporate Governance report › Board of Directors • Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 85
Group Management Team
Håkan Dahlström President and CEO since 2022
Born: 1962
M.Se. Computer Technology and M.Sc. Digital Technology.
Positions and other board memberships: – Previous positions: CEO at Fujitsu Sweden AB. CEO at Tieto Sweden AB and Executive Vice President, Tieto Corporation. President, Mobile Business area at TeliaSonera AB. President, Broadband Business area at TeliaSonera AB. Commander, Swedish Royal Navy.
Shares held in Eltel as of 31 December 2025: 1,324,082 shares.
Tarja Leikas CFO since 2023
Born: 1967
M.Sc. Economics.
Positions and other board memberships: – Previous positions: CFO at Ginolis Group. COO at Eniram Group. CFO (Acting) CEO at Dovre Group. CFO at TeliaSonera Finland. Various positions at Telia Sonera Group.
Shares held in Eltel as of 31 December 2025: 24,010 shares.
Alexandra Kärnlund Director, Communications since 2024
Born: 1973
Bachelor of Arts, Media and Communication and English. Master studies, Journalism and Environmental Science.
Positions and other board memberships: Member of the Board of CISV Östersund. Previous positions: Communications Director, County Administrative Board of Jämtland. Head of Corporate Communications, Tietoevry. Senior PR Consultant, Informedia. Other managerial positions at Tietoevry, CGI, Ortivus and Cision.
Shares held in Eltel as of 31 December 2025: –
Caroline Lindgren General Counsel and Head of Sourcing since 2024
Born: 1978
Master of Laws (LL.M.).
Positions and other board memberships: – Previous positions: Head of Legal Sweden at Sweco Sverige AB. Group Legal Counsel at Sweco AB. Associate and Attorney at Mannheimer Swartling Advokatbyrå AB.
Shares held in Eltel as of 31 December 2025: 1,000 shares.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report › Corporate Governance report • Corporate Governance report • Board of Directors › Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 86
Group Management Team
Juha Luusua Managing Director, Eltel Finland since 2008
Born: 1965
M.Sc. Electrical Engineering.
Positions and other board memberships: Member of the Board of Sähköpooli (part of the Finnish National Emergency Supply Agency). Deputy Chairman of the Board of the Football Association of Finland. Member of the Board of Palta. Previous positions: President BU Power at Eltel. President Power Distribution at Eltel. SVP Electricity at Eltel Networks/ Group Corporation.
Shares held in Eltel as of 31 December 2025: 121,360 shares.
Klas Elmberg Managing Director, Eltel Sweden since 2025
Born: 1974
M.Sc. Business Administration and International Business.
Positions and other board memberships: – Previous positions: President and CEO at Ocab. Group CFO at Coor. Deputy CEO and CFO at Coor Sweden. CEO at Coor Norway. Business Unit President at Coor Sweden. Contract Manager at Coor Sweden. Management consultant at Accenture. Controller at Saab Automobile.
Shares held in Eltel as of 31 December 2025: 306,688 shares.
Ingrid Tjøsvold Managing Director, Eltel Norway since 2025
Born: 1968
Bachelor in Business administration with Hons.
Positions and other board memberships: Chairman of the Board of Hesselberg Maskin AS and Risa Gruppen AS. Previous positions: CEO Mesta Drift AS. CEO YIT Norway. Segment Director/Chairman at Norsk Gjenvinning – NG Vekst. Advisor of the Board /CEO Production Companies at CTS Nordic AS and Nordic Epod AS.
Shares held in Eltel as of 31 December 2025: –
Yathkulan Kankesan Managing Director, Eltel Denmark & Germany since 2025
Born: 1980
M.Sc. Economics and Business Administration.
Positions and other board memberships: – Previous positions: Director, Group Shared Services at Eltel Group. Finance Director at Eltel Denmark. District Manager, Power Services at Eltel Denmark. Finance & controlling assignments at Eltel Denmark.
Shares held in Eltel as of 31 December 2025: 25,754 shares.
Pamela Lundin Director, Business Development since 2023
Born: 1970
M.Sc. Political Science.
Positions and other board memberships: Member of Council, Chamber of Commerce and Industry of Southern Sweden. Previous positions: CEO at Enercon’s Swedish, Norwegian and Finnish operations. COO at Enercon GmbH Germany Filial. Deputy CEO and Member of the Board of Enercon Energy Converter AB. Project Manager/Project Developer at Eurowind AB.
Shares held in Eltel as of 31 December 2025: 32,500 shares.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report › Corporate Governance report • Corporate Governance report • Board of Directors › Group Management Team • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 87
Consolidated financial statements
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity • Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 88
Consolidated income statement
| EUR million | Note | 2025 | 2024 |
|---|---|---|---|
| Net sales | 3, 4 | 817.8 | 828.7 |
| Cost of sales | 6, 7 | -712.7 | -736.8 |
| Gross profit | 105.1 | 91.8 | |
| Other income | 7, 8 | 3.5 | 4.3 |
| Selling and administrative expenses | 6, 7 | -86.8 | -88.2 |
| Other expenses | 7, 9 | -2.4 | -25.9 |
| Operating result (EBIT) | 19.4 | -18.0 | |
| Financial income | 0.7 | 1.0 | |
| Financial expenses | -14.8 | -13.7 | |
| Net financial expenses | 11 | -14.1 | -12.7 |
| Result before taxes | 5.3 | -30.7 | |
| Taxes | 12 | -2.1 | 1.6 |
| Net result | 3.2 | -29.1 | |
| Attributable to: | |||
| Equity holders of the parent | 2.2 | -29.7 | |
| Non-controlling interest | 26 | 1.0 | 0.6 |
| Earnings per share (EPS) | 13 | ||
| Basic, EUR | 0.00 | -0.21 | |
| Diluted, EUR | 0.00 | -0.21 |
Consolidated statement of comprehensive income
| EUR million | Note | 2025 | 2024 |
|---|---|---|---|
| Net result for the year | 3.2 | -29.1 | |
| Other comprehensive income: | |||
| Items that will not be reclassified to profit and loss | |||
| Revaluation of defined benefit plans, net of tax | 24 | 0.2 | 3.8 |
| Items that may be subsequently reclassified to profit and loss | |||
| Cash flow hedges, net of tax | 18, 24 | 0.1 | – |
| Net investment hedges, net of tax | 14, 24 | 0.1 | -0.1 |
| Currency translation differences | 6.5 | -5.5 | |
| Total | 6.7 | -5.6 | |
| Other comprehensive income/loss for the year, net of tax | 6.9 | -1.8 | |
| Total comprehensive income/loss for the year | 10.0 | -30.9 | |
| Total comprehensive loss attributable to: | |||
| Equity holders of the parent | 9.1 | -31.5 | |
| Non-controlling interest | 26 | 1.0 | 0.6 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements › Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity • Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 89
Consolidated balance sheet
| EUR million | Note | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Goodwill | 27 | 253.7 | 249.3 |
| Intangible assets | 27 | 31.6 | 30.3 |
| Property, plant and equipment | 28 | 5.6 | 5.9 |
| Right-of-use assets | 29 | 53.5 | 53.5 |
| Deferred tax assets | 24 | 27.3 | 27.2 |
| Financial assets | 31, 32 | 15.3 | 13.4 |
| Total non-current assets | 386.9 | 379.6 | |
| Current assets | |||
| Inventories | 21 | 38.3 | 19.3 |
| Trade and other receivables | 4, 17, 20 | 186.6 | 165.3 |
| Cash and cash equivalents | 43.8 | 21.3 | |
| Total current assets | 268.7 | 205.8 | |
| TOTAL ASSETS | 655.5 | 585.4 |
| EUR million | Note | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|---|
| EQUITY AND LIABILITIES | |||
| Equity | 15 | ||
| Share capital | 1.6 | 162.0 | |
| Other paid-in capital | 647.8 | 487.5 | |
| Reserves | -62.5 | -69.4 | |
| Accumulated losses | -426.4 | -423.7 | |
| Equity attributable to shareholders of the parent | 160.5 | 156.3 | |
| Hybrid bond | – | 25.0 | |
| Non-controlling interest | 26 | 8.5 | 8.0 |
| Total equity | 168.9 | 189.3 | |
| Non-current | |||
| Leasing liabilities 16, 29 | 33.6 | 36.0 | |
| Retirement benefit obligations 32 | 7.3 | 6.6 | |
| Deferred tax liabilities 24 | 12.0 | 10.7 | |
| Provisions 22 | 5.9 | 5.2 | |
| Other non-current liabilities 1) | 16.9 | 31.3 | |
| Total non-current liabilities | 203.2 | 105.7 | |
| Current liabilities | |||
| Interest-bearing debt 16, 17 | 2.7 | 60.5 | |
| Leasing liabilities 16, 29 | 22.0 | 22.7 | |
| Provisions 22 | 3.1 | 3.8 | |
| Advances received | 82.6 | 51.4 | |
| Trade and other payables 1), 23 | 173.0 | 152.0 | |
| Total current liabilities | 283.4 | 290.3 | |
| Total liabilities | 486.6 | 396.0 | |
| TOTAL EQUITY AND LIABILITIES | 655.5 | 585.4 | |
| 1) Short-term portion of the tax deferral in Sweden is presented in trade and other payables and the long-term portion in other non-current liabilities. |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
› Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 90
| EUR million | Note | 2025 | 2024 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Operating result (EBIT) | 19.4 | -18.0 | |
| Adjustments: | |||
| Depreciation and amortization | 29.7 | 34.7 | |
| Gain/loss on sales of assets and business | -0.1 | 22.8 | |
| Defined benefit pension plans | 1.4 | 2.0 | |
| Other non-cash adjustments | -0.2 | 1.8 | |
| Cash flow from operations before interests, taxes and changes in working capital | 50.2 | 43.3 | |
| Interests received | 0.7 | 0.6 | |
| Interest and other financial expenses paid | -13.3 | -13.1 | |
| Income taxes received/paid | -2.0 | -0.9 | |
| Cash flow from operations before changes in working capital | 35.5 | 30.0 | |
| Changes in working capital: | |||
| Trade and other receivables | -18.3 | 11.4 | |
| Trade and other payables | 33.6 | -8.6 | |
| Inventories | -18.7 | -5.3 | |
| Changes in working capital | -3.5 | -2.5 | |
| Net cash from operating activities | 32.0 | 27.5 |
| Consolidated statement of cash flow | EUR million | Note | 2025 | 2024 |
|---|---|---|---|---|
| Cash flow from investing activities | ||||
| Purchases of property, plant and equipment (PPE) and intangible assets | -5.1 | -2.4 | ||
| Proceeds from sale of property, plant and equipment ( PPE) | 0.1 | 0.4 | ||
| Disposal of business, net of cash disposed of | 25 | – | -4.6 | |
| Net cash from investing activities | -5.0 | -6.6 | ||
| Cash flow from financing activities | ||||
| Proceeds from issuance of bond | 127.1 | – | ||
| Redemption of hybrid bond | -26.6 | – | ||
| Payments of transaction costs and interests for hybrid bond | -3.3 | -3.4 | ||
| Proceeds from short-term financial liabilities | 16 | 22.0 | 49.0 | |
| Payments of short-term financial liabilities | 16 | -75.6 | -40.1 | |
| Payments of financial liabilities, term loans | 16 | -20.0 | -4.0 | |
| Payments of lease liabilities | 16 | -27.7 | -25.2 | |
| Proceeds from equity-settled share-based program | 0.1 | – | ||
| Dividends to non-controlling interest | -0.5 | -0.2 | ||
| Change in non-liquid financial assets | 0.0 | -0.1 | ||
| Net cash from financing activities | -4.5 | -24.0 | ||
| Net change in cash and cash equivalents | 22.6 | -3.1 | ||
| Cash and cash equivalents at beginning of the year | 21.3 | 24.7 | ||
| Foreign exchange rate effect | -0.0 | -0.3 | ||
| Cash and cash equivalents at end of the year | 43.8 | 21.3 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
› Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
› Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 91
| Equity attributable to shareholders of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | Share capital | Other paid-in capital | Revaluation of capital | Hedging reserve | Non-controlling interest | Accumulated other comprehensive income | Hybrid bond | Defined benefit reserve, net of tax | Currency translation reserve | Total equity |
| 1 Jan 2025 | 162.0 | 487.5 | -423.7 | -28.8 | 10.8 | -51.5 | 156.3 | 25.0 | 8.0 | 189.3 |
| Total comprehensive income/loss for the year | – | – | 2.2 | 0.2 | 0.2 | 6.5 | 9.1 | – | 1.0 | 10.0 |
| Redemption of hybrid bond, including premium | – | – | -1.7 | – | – | – | -1.7 | -25.0 | – | -26.7 |
| Interests on hybrid bond | – | – | -3.3 | – | – | – | -3.3 | – | – | -3.3 |
| Transactions with owners 1) : | ||||||||||
| Share capital reduction and reclassification | -160.3 | 160.3 | – | – | – | – | – | – | – | – |
| Equity-settled share-based payment | – | – | 0.1 | – | – | – | 0.1 | – | – | 0.1 |
| Dividends paid to non-controlling interests | – | – | – | – | – | – | – | – | -0.5 | -0.5 |
| Total transactions with owners | -160.3 | 160.3 | 0.1 | – | – | – | 0.1 | – | -0.5 | -0.4 |
| 31 Dec 2025 | 1.6 | 647.8 | -426.4 | -28.6 | 11.0 | -44.9 | 160.5 | – | 8.5 | 168.9 |
| 1) For more information about equity-settled share-based payments see note 30 Remuneration to senior executives and for share transactions see note 15 Shares and share capital. |
| Equity attributable to shareholders of the parent | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | Share capital | Other paid-in capital | Revaluation of capital | Hedging reserve | Non-controlling interest | Accumulated other comprehensive income | Hybrid bond | Defined benefit reserve, net of tax | Currency translation reserve | Total equity |
| 1 Jan 2024 | 162.0 | 487.5 | -390.8 | -32.6 | 10.9 | -45.9 | 191.0 | 25.0 | 7.6 | 223.6 |
| Total comprehensive income/loss for the year | – | – | -29.7 | 3.8 | -0.1 | -5.5 | -31.5 | – | 0.6 | -30.9 |
| Interests on hybrid bond | – | – | -3.4 | – | – | – | -3.4 | – | – | -3.4 |
| Transactions with owners 1) : | ||||||||||
| Equity-settled share-based payment | – | – | 0.2 | – | – | – | 0.2 | – | – | 0.2 |
| Dividends paid to non-controlling interests | – | – | – | – | – | – | – | – | -0.2 | -0.2 |
| Total transactions with owners | – | – | 0.2 | – | – | – | 0.2 | – | -0.2 | -0.1 |
| 31 Dec 2024 | 162.0 | 487.5 | -423.7 | -28.8 | 10.8 | -51.5 | 156.3 | 25.0 | 8.0 | 189.3 |
| 1) For more information about equity-settled share-based payments see note 30 Remuneration to senior executives and for share transactions see note 15 Shares and share capital. |
Consolidated statement of changes in equity
Equity attributable to shareholders of the parent company
Shareholders’ equity consists of the share capital, other paid-in capital, reserves and accumulated profits and losses. Other paid-in capital includes share subscription prices to the extent that they are not included in share capital (premium) and unconditional shareholders’ contribution. Actuarial gains and losses arising from employee benefits are recorded under revaluation of defined benefit plans. Hedging reserve comprises of net investment hedges. Gains and losses from hedge accounted derivative instruments are temporarily recognized in other comprehensive income under hedging reserve for their effective part and will be reclassified to the income statement as the hedged item affects the income statement. The currency translation reserve includes differences arising on translation of the financial statements of foreign entities.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
› Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
› Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Financial Report 2025 92
Basis for preparation 93
1. Corporate information 93
2. Material accounting policies for the consolidated accounts 93
Financial performance 98
3. Segment reporting 98
4. Revenue recognition 99
5. Personnel by segment 100
6. Employee benefit expenses 100
7. Function expenses by nature 100
8. Other income 100
9. Other expenses 100
10. Depreciation, amortization and impairment 100
11. Financial income and expenses 101
12. Income tax 101
13. Earnings per share 101
Notes to the consolidated financial statements
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
› Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
› Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Financial Risk management and capital structure 102
14. Financial risk management 102
15. Shares and share capital 106
16. Interest-bearing debt 106
17. Financial instruments by category 107
18. Derivative financial instruments 108
19. Commitments and contingent liabilities 108
Working capital and deferred taxes 109
20. Trade and other receivables 109
21. Inventories 109
22. Provisions 109
23. Trade and other payables 109
24. Deferred tax 110
Business combinations and capital expenditure 111
25. Acquisitions and disposals 111
26. Non-controlling interests 111
27. Intangible assets 112
28. Property, plant and equipment 113
29. Leasing 113
Remuneration and other 114
30. Remuneration to senior executives 114
31. Financial assets 116
32. Retirement benefit obligations 116
33. Auditors’ fees 117
34. Related party information 117
35. Group companies 117
Annual Report 2025 93
Basis for preparation
This section comprises the following notes
1. Corporate information 93
2. Material accounting policies for the consolidated accounts 93
1. Corporate information
Eltel AB (the Company) through its subsidiaries (together the Group) is the leading Nordic service provider for critical infrastructure in communication and power networks. We deliver a comprehensive range of solutions within maintenance, upgrade and installation services. This includes design, planning, building, installing and securing the operation of renewable energy and high-performing power and communication networks. In 2025, the number of employees was approximately 4,000.Eltel mainly operates in the Nordic market, but is also represented in Germany, Lithuania and Poland (a shared services center). Eltel AB (publ) is a public limited liability company domiciled in Stockholm, Sweden. The address of the head office is Adolfsbergsvägen 13, Bromma, Sweden. Eltel AB’s ordinary shares are quoted on the Nasdaq Stockholm. The operations of Eltel AB through the subsidiary companies are performed under the Eltel brand. The consolidated group is called Eltel Group. Eltel AB owns and governs the shares related to Eltel Group. The Company holds management functions but has no operative business activities and its risks are mainly attributable to the value and activities of its subsidiaries.
2. Material accounting policies for the consolidated accounts
These consolidated financial statements of the Group are prepared in accordance with IFRS Accounting Standards as adopted by EU effective at 31 December 2025. In addition, the Group applies RFR 1 Supplementary Accounting Rules for Groups, issued by the Swedish Corporate Reporting Board.
The financial statements have been authorized by the Board of Directors of Eltel AB on 24 March 2026 for issue on 26 March 2026 and are subject to adoption by the Annual General Meeting on 12 May 2026. The financial statements are prepared on a going concern basis. At the date of signing the financial statements, management is required to assess the parent company’s and the Group’s ability to continue as a going concern, and this assessment should cover the parent company’s and the Group’s prospects for a minimum of 12 months from the end of the reporting period.
Consolidated financial statements have been prepared under the historical cost convention, except for derivative financial instruments, which are measured at fair value. The information in the consolidated financial statements is presented in millions of Euros unless otherwise stated. All figures in the financial statements have been rounded and consequently the sum of individual figures can deviate from the presented sum figure.
Adoption of new or amended IFRS standards and interpretations
The IFRS standards, amendments and interpretations that took effect in the financial year 2025 did not have any impact on the financial statements. The new standards and amendments effective for 2026 financial year or later include the following:
- IFRS 18 Presentation and Disclosure in Financial Statements IFRS 18 replaces IAS 1, which sets out presentation and base disclosure requirements for financial statements. The changes, which mostly affect the income statement, include the requirement to classify income and expenses into three new categories – operating, investing and financing – and present subtotals for operating profit or loss and profit or loss before financing and income taxes. IFRS 18 also provides enhanced guidance for aggregation and disaggregation of information in the financial statements, introduces new disclosure requirements for management-defined performance measures (MPMs) and eliminates classification options for interest and dividends in the statement of cash flows. This standard will change the presentation and disclosure of the consolidated financial statements. The standard will be effective for financial years beginning on 1 January 2027.
The other published standards, amendments and interpretations that are effective on the financial year beginning 1 January 2026 or later are not expected to have significant impact on the Group.
European Single Electronic Format (ESEF)
As required under the EU Commission’s Delegated Regulation (EU) 2019/815 (ESEF Regulation), Eltel’s annual report for the financial year 2025 is filed in the European Single Electronic Format (ESEF). The primary statements and notes in the IFRS consolidated financial statements are tagged in accordance with ESEF taxonomy in electronic format called iXBRL. ESEF taxonomy is developed by ESMA and it is based on the IFRS taxonomy published by the IFRS Foundation.
Critical accounting estimates and judgments
The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as the reported amounts of income and expenses during the period. The actual results may differ from these estimates and assumptions. Possible changes in estimates and assumptions are recognized in the financial period when the changes occur and in all subsequent financial periods. The areas where significant judgments and estimates are made in preparing the financial statements and where a subsequent change in the estimates and assumptions may cause a material adjustment to the carrying amounts of assets and liabilities are outlined below:
a) Impairment testing
The Group tests annually and always, if there are indications of impairment, whether goodwill has suffered any impairment by comparing the book value with the recoverable value. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. The value-in-use calculations require estimation of future cash flows expected to arise from cash-generating units and a suitable discount rate in order to calculate present value. See note 27 Intangible assets for more information on impairment testing.
b) Revenue recognition over time
The Group applies the five-step model of IFRS 15 when recognizing revenue from contracts with customers. Revenue for the period is recognized to the extent that the performance obligation(s) to the customer have been satisfied. The Group typically uses input method to measure the progress of satisfying the performance obligation(s). The progress is measured based on costs incurred relative to the total estimated costs and revenue is recognized based on this percentage of completion. The estimated outcome of a long-term contract that extends over several accounting periods may vary due to changes in circumstances and, for this reason, lead to revised estimations in the next reporting period. Cost estimates require estimate of the final outcome of the project and the actual future outcome may deviate from the estimate. Deviations from original plan in project execution may result in significant increases in cost to complete due to various reasons including cost for additional work and materials, price increases as well as cost for delays and available resources. Project business contains inherent risks related to the pricing of the project and estimates of the ultimate cost and performance of the contract. Additionally, project business involves risk related to authority, customer or other external conditions outside of Eltel’s control, including the risk of delays and in certain cases the risk of inability of the Group’s customers to obtain financing to fund planned projects and services. The essential skills for performance and profitability of a project are the Group’s ability to accurately foresee the project’s costs, to correctly assess the various resources necessary to carry out the project, to effectively manage the services provided by subcontractors, and to control technical events that could affect and delay progress on the project.
c) Taxes
Determination of income taxes and deferred taxes when the ultimate tax determination is uncertain requires management judgement. The Group recognizes deferred tax assets resulting from tax losses and temporary differences when the realization of related tax benefit due to future taxable profits is probable. However, deferred tax asset is always recognized if it can be utilized against current taxable temporary differences. The assumptions regarding future taxable profits requires significant judgement and are based on the current business plan and further estimates added by consideration for the uncertainties. The Group uses estimates for recognition of liabilities for anticipated tax audit and tax controversy issues based on all available information at the time of recognition.
d) Lease contracts valid until further notice
The IFRS 16 standard requires use of estimates for valuating contracts that are valid until further notice. Eltel has estimated the length of these contracts based on expected usage in current business operations. This has considerable impact on the amount of right-of-use assets and leasing liabilities for premises. The right-of-use assets and leasing liabilities are presented as separate lines in the balance sheet.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 94
Principles of consolidation
The consolidated financial statements include the parent company Eltel AB and all companies in which, at the end of the financial year, Eltel exercises control, i.e. subsidiary companies. Control is achieved when the Group is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. This usually means that Eltel holds over 50% of the voting rights or otherwise has the power to govern the financial and operating policies of the entity. Subsidiaries are consolidated from the date on which control is transferred to the Group and disposed subsidiaries are consolidated up to their date of disposal. Acquired subsidiaries are accounted for using the purchase method.The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recognized as goodwill. Intercompany transactions, receivables, liabilities and unrealized margins, as well as distribution of profits within the Group, are eliminated in full on consolidation. Non-controlling interest is presented as a separate line item in the income statement and in equity. Joint operations are joint arrangements whereby the partners, which have joint control of the arrangement, have rights to the assets and obligations for the liabilities relating to the arrangement. Joint control, which is the contractually agreed sharing of the control of an arrangement, exists only when decisions about the relevant activities require unanimous consent of the partners sharing control. The Group recognizes its interest in joint operations using the proportionate method of consolidation, whereby the Group’s share of each of the assets, liabilities, income and expenses of the joint operations are combined with the similar items, line by line, in its consolidated financial statements. A list of subsidiaries and joint operations is presented in note 35 Group companies.
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Group companies are measured using the currency of the primary economic environment in which the company operates (the functional currency). The consolidated financial statements are presented in Euros, which is also the functional and presentation currency of the parent company.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of transaction. Monetary items denominated in foreign currencies are translated into the functional currency using the exchange rates prevailing at the balance sheet date. All other non-monetary items are valued using the exchange rates prevailing at the date of transaction. Foreign exchange gains and losses resulting from the translation of business transactions and monetary items are recognized in the income statement. Exchange rate gains and losses on actual business operations are recognized in respective items above operating profit. Exchange rate gains and losses on financing are entered as exchange rate differences in financial income and expenses. See further information on hedge accounting for foreign currency differences arising from the translation of financial assets and liabilities designated as hedges in note 14.
Foreign subsidiaries
Income statements and cash flow statements of foreign subsidiaries are translated into Euros at the average exchange rates for each month and the balance sheets are translated using the exchange rates prevailing at the balance sheet date. Exchange differences arising from the translation are recognized in other comprehensive income. When a subsidiary is partially disposed or sold, exchange differences that were recorded in equity are recognized in the income statement as part of the gain or loss on the sale.
Revenue recognition (IFRS 15)
The Group applies the five-step model of IFRS 15 when recognizing revenue from contracts with customers. IFRS 15 requires identifying deliverables in contracts with customers that qualify as separate performance obligations. The deliverables may include good(s) or service(s) or a combination of goods and services. Revenue is recognized for each performance obligation separately on a relative stand-alone selling price basis and takes place when a customer obtains control of the related good(s) or service(s) and has the ability to direct the use of and obtain the benefits from the good(s) or service(s), either over time or at a point in time. Major part of Group’s revenue comes from the following revenue types: installation delivery services, upgrade services and maintenance services. The Group’s contracts are either stand-alone agreements or contracts within frame agreements. Only agreements that are committing both of the contracting parties are defined as a contract under IFRS 15. A contract includes promises to transfer good(s) or service(s) to a customer. If those goods or services are distinct, the promises are performance obligations that are each accounted for separately in revenue recognition. The Group has analyzed the different revenue types and concluded that in the installation delivery and upgrade services revenue is typically recognized over time as customer controls the asset Eltel creates or enhances. In maintenance services customer typically receives benefits as Eltel performs and revenue is and continues to be recognized based on the services performed. When revenue from contracts with customers is recognized over time, revenue for the period is recognized to the extent of satisfying the performance obligation(s) to the customer. The Group typically uses the input method based on the costs incurred to measure the progress of satisfying the performance obligation(s) over time. The progress is measured based on costs incurred relative to the total estimated costs and revenue is recognized based on this percentage of completion. An expected loss on a customer contract is recognized as an expense immediately. IFRS 15 does not include any guidance on how to account for loss contracts. Accordingly, such contracts are accounted for using the guidance in IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’. Whenever the Group’s customer contracts contain a variable consideration the amount shall be withhold so that the Group does not recognize any amount relating to variable consideration until it is highly probable that a significant revenue reversal will not incur. The assessment of the likelihood of revenue reversal is based on historical evidence from earlier similar type of contracts. Also the materiality is estimated. A typical variable price element in Eltel’s contracts is delay penalties. In some contracts the timing of customer payments may differ significantly from the timing of the transfer of goods or services to the customer (for example the consideration is prepaid or is paid after the services are provided). When the difference is more than a year the Group assesses at the beginning of the contract whether the contact contains a significant financing component. If the contract contains a significant financing component the promised amount of consideration is adjusted and Eltel recognizes revenue at an amount that reflects the cash selling price of the promised goods or services.
Contract assets and contract liabilities
IFRS 15 distinguishes between contract assets and contract receivables. Contract receivable is a right to consideration that is unconditional and only passage of time is required before the payment is due, i.e. trade receivable. Contract asset is a right to consideration in exchange for goods or services the Group has transferred to customer, i.e. revenue recognized but not yet invoiced as the contractual right to invoice has not yet occurred. The contract receivables and contract assets are included in the balance sheet in the trade and other receivables. A contract liability is an obligation to transfer goods or services to a customer for which the Group has received consideration from the customer. Advances received in the balance sheet represent the Group’s contract liabilities.
Segment reporting (IFRS 8)
Eltel's segment structure has been updated from 1 January 2025. The operations in Denmark and Germany are presented in one segment named Denmark & Germany. Smart Grids Germany was presented outside segments under Other business until 31 December 2024. The remaining part of the Other business and Group functions are combined and named as Group Support Functions. Starting from 1 January 2025 the segments are Finland, Sweden, Denmark & Germany and Norway. All communication and power business in these countries will continue to be presented under country segments. The Group Support Functions include Group functions and Lithuania as well as closing activities for Power Transmission International and High Voltage Poland until its divestment in Q2 2024. Comparative figures for 2024 are presented according to the new segment structure. Operating segments are business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the chief operating decision maker, the CEO, in order to evaluate the results and to be able to allocate resources to the operating segments and for which financial information is available. Operating segments constitute the operational structure for governance, monitoring and reporting. Revenues, costs, operative assets and liabilities are allocated to segments on consistent basis. Income statement items below adjusted EBITA are not allocated to the segments.
Goodwill and other intangible assets (IAS 38)
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets of the acquired company on the date of acquisition. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is not amortized, but tested annually for any impairment and always, if there are indications of impairment. For the purpose of testing goodwill for any impairment, goodwill is allocated to cash-generating units. Goodwill is stated at cost less impairments.# Other intangible assets
Intangible assets are recognized only if the cost of the asset can be measured reliably and it is probable that the future economic benefits attributable to the asset will flow to the Group. Intangible assets in the Group include acquired computer software, brand, order backlog and customer relationships. The valuation of intangible assets acquired in a business combination is based on fair Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 95 value. Other intangible assets (except for brands) subsequent to initial recognition, are recognized at cost less amortizations and impairments, if any. On initial recognition they are recognized at fair value at the acquisition date which is regarded as their cost.
Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized using the straight-line method over their expected useful lives (3–7 years). Costs associated with developing or maintaining computer software programs are recognized as an expense as incurred. Costs that are directly associated with the development of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. Costs include the software development employee costs and an appropriate portion of relevant overheads and external consultancy fees. Computer software development costs recognized as assets are amortized over their expected useful lives (7 years).
Brand, order backlog and customer relationships have been acquired in business combinations. The brand relates to the Eltel brand as a result of the acquisition of Eltel Group Corporation. Fair value of the brand is determined based on the relief-from-royalty method. Brand is not amortized, but tested annually for impairment. The fair value of order backlog is determined based on the future cash flows expected to arise from the existing contracts with customers. Order backlog is amortized using the straight-line method over the period until delivery (2–4 years). The fair value of customer relationships is determined based on the future cash flows expected to arise from contracts with the existing customers. Customer relationship is amortized using the straight-line method over their expected useful lives (5–10 years). The amortization period for an intangible asset is reviewed at least at each financial year-end. If the expected useful life of the asset is different from previous estimates, the amortization period is changed accordingly.
Impairment
Assets that have an indefinite useful life, for example goodwill, are not subject to amortization but are tested annually for impairment. In addition, other assets are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Should any indication of an impaired asset exist, the asset’s recoverable amount will be estimated. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows and which are mainly independent (cash-generating units or groups of cash-generating units). The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. The value-in-use is determined by reference to discounted future net cash flow expected to be generated by the asset. Whenever the asset’s carrying amount exceeds its recoverable amount, it is impaired, and the resulting impairment loss is recognized in the income statement. Impairment will only be reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. Impairment is not reversed over the balance sheet value that would have been reported, with deductions for amortization, if no impairment had been made. Impairment losses recognized for goodwill are not reversed in any circumstances. In addition to goodwill and brand, the Group does not have any assets that have an indefinite useful life. See note 27 Intangible assets for information on impairment testing of goodwill.
Property, plant and equipment (IAS 16)
Property, plant and equipment are stated at historical cost less accumulated depreciation according to plan and any impairment. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:
| Asset Category | Useful Life (Years) |
|---|---|
| Buildings and structures | 15–40 |
| Machinery and equipment | 3–10 |
| Heavy machinery | 10–15 |
The expected useful life of an asset is reviewed at each balance sheet date and, where they differ significantly from previous estimates, depreciation periods are changed accordingly. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it 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. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Right-of-use assets and leasing liabilities (IFRS 16)
The Group recognizes 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 recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. The IFRS 16 standard requires use of estimates for valuating contracts that are valid until further notice. The Group has estimated the length of these contracts based on expected usage in current business operations. The cost of a right-of-use asset also includes an estimate of costs to be incurred by the Group in restoring the asset to the condition required by the terms and conditions of the lease. The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment assessments according to IAS 36.
At the commencement of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term using the incremental borrowing rate at the lease commencement date. The lease payments include fixed payments, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease liabilities are subsequently measured at amortized cost using the effective interest method. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, e.g. a change in the lease term or a change in future lease payments resulting from a change in an index or rate used to determine those payments. Generally, the amount of remeasurement of the lease liability is recognized as an adjustment to the right-of-use asset.
Short-term leases and leases of low-value assets
The Group applies the recognition exemption to its short-term leases that have a lease term of 12 months or less from the commencement date and to leases that are considered of low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.
Incremental borrowing rate
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. To arrive at the incremental borrowing rate the Group applies the respective country’s (economic environment) risk free rate for the term corresponding to the lease term, adjusted for credit risk of each Group company.
Financial instruments (IAS 32, IFRS 7, IFRS 9)
Recognition and derecognition
All purchases and sales of financial assets are accounted for at trade date. Financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially recognized at fair value and transaction costs have been included for all financial assets not carried at fair value through profit or loss. However, trade receivables without significant financing components are recognized at transaction price. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or the Group has transferred substantially all risks and rewards of ownership. Financial liabilities are derecognized when the obligation specified in the contract is discharged or cancelled or expires.
Classification and measurement
The Group classifies its financial assets into the following categories according to IFRS 9: Financial assets at amortized cost, fair value through other comprehensive income or fair value through profit and loss.The classification is made on the basis of the Group’s business model for managing the financial assets and the characteristics of the contractual cash flow of the financial assets. The Group classifies all the financial liabilities at amortized costs except the derivative financial instruments which are classified at fair value through profit or loss or at fair value through other comprehensive income. See note 17 Financial instruments by category. Financial assets and liabilities at fair value through profit or loss are financial assets held for trading, derivative financial assets not designated as hedges and financial assets relating to pension capitalization plans, as the Group has not designated any other financial assets as at fair value through profit or loss upon initial recognition. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term, except for the financial assets relating to pension capitalization plans. Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are recognized in the income statement in the period in which they arise either as other income and expenses or financial income or expenses depending on whether they relate to business or financial items. The Group applies cash flow hedge accounting to interest rate swaps which are classified as derivative instruments hedge accounted. These derivative instruments are classified as financial assets at fair value through other comprehensive income.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 96
Financial assets at amortized costs are non-derivative financial assets with fixed or determinable payments and which are not held for trading. They include trade and other receivables which are measured at amortized cost less impairment and are presented in the balance sheet as current assets, except for maturities greater than 12 months after the balance sheet date. The impairment losses according to the expected credit losses method (ECL) in IFRS 9, related to trade receivables and contract assets are recognized in other expenses. Financial assets at amortized costs also include cash and cash equivalents, consisting of cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Financial liabilities at amortized cost include all other financial liabilities than derivative instruments. Financial liabilities are classified as both current and non-current liabilities and they can be interest-bearing as well as non-interest-bearing. Bank overdrafts are shown within debt in current liabilities. Transaction costs including the arrangement and amendment fees related to the financial liabilities are allocated to the expected lifetime of the financial instrument.
Impairment of financial assets
The Group applies the expected credit losses (ECL) model according to IFRS 9 for impairment of trade receivables, contract assets and other financial assets. Credit risk is the risk of a loss if a customer or counterparty in a financial instrument does not fulfil its contractual obligations. The Group’s credit risk relates primarily to trade receivables and to cash and cash equivalents. The Group evaluates the credit risk of existing receivables at each reporting date.
Trade receivables and contract assets
The Group’s trade receivables and contract assets are divided into two groups for measurement of credit risk. One group consists of larger customers that account for a significant part of the Group’s net sales. These customers are solid infrastructure network owners, typically well-known publicly listed companies or companies owned by governments or municipalities in Europe. The other group consists of other customers. The Group’s loss allowance for expected credit losses on trade receivables and contract assets are measured according to the simplified method. This means that the loss allowance is measured for the remaining time to maturity, which is generally less than one year. The loss allowance for expected credit losses is based on individual assessments regarding the largest customers, where a rating-based model is used in combination with other known information and forward-looking factors. The Group uses external ratings if possible and for unrated companies an estimated corresponding rating is applied. For the other group consisting of several smaller customers, the Group applies a collective impairment model based on age analysis of the receivables and historically realized losses in combination with forward-looking factors that affect the customers’ ability to pay the outstanding receivables.
Cash and cash equivalents
Credit risk also originates from investments in cash and cash equivalents. Eltel’s investments in bank accounts are kept in Eltel’s financing banks. For any other deposits, the aim is that the counterparty has a credit rating of at least AA (S&P) or equivalent. The expected credit risk for cash and cash equivalents is measured by a rating-based model in combination with other known information and forward-looking factors. Due to the short maturity and high creditworthiness of counterparties, the loss allowance is generally not assessed to be significant.
Other receivables and assets, not measured at fair value in income statement
For any other receivables and assets, the need for impairment is assessed by the rating model described above, if applicable, or otherwise based on management’s assessment of the present value of the difference between contractual and expected cash flows. Measurement of the loss reserve corresponds to 12 months’ expected credit losses, or a shorter time period due to time to maturity. In the event of a significant increase in credit risk, the loss reserve is based on the entire remaining time to maturity of the receivable or asset.
Financial instruments, hedging (IFRS 9)
The Group’s derivative instruments include currency forward contracts, currency swaps and interest rate swaps. All derivative contracts are entered into for economic hedging purposes. Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently measured at fair value on each balance sheet date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument. The Group designates interest rate swaps as cash flow hedges. Other derivatives are classified as financial assets or liabilities measured at fair value through profit or loss.
Cash flow hedges
The Group has applied cash flow hedge accounting to the future cash flows with interest rate swaps in 2025. The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items. The Group also documents its assessment, both at hedge inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items. The effective portion of gains and losses from the derivative instruments under cash flow hedge accounting is recognized in other comprehensive income under hedging reserve. The cumulative gain or loss is transferred to profit or loss when the hedged items affect profit or loss. The ineffective portion is recognized immediately in profit or loss in other income or expenses if the revaluation of the hedging instrument is larger than the revaluation of the hedged item. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction ultimately affects profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss recognized in equity is immediately transferred to profit or loss in other income or expenses. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the derivative instrument is more than 12 months and as a current asset or liability when the remaining maturity of the derivative instrument is less than 12 months. The Group did not apply cash flow hedge accounting in 2024.
Net investment hedges
The Group used to apply net investment hedge accounting for certain foreign currency denominated loans which hedge the translation risk relating to net investments in subsidiaries, which are currently discontinued hedges. The foreign exchange differences for these loans have been recognized in other comprehensive income under translation reserve. If the amount of the net investment decreases through divestment or otherwise, the related accumulated gains or losses recognized in translation reserve are transferred to profit or loss (see note 14.1 for more information).
Share capital
Share capital presents the registered share capital of the parent company Eltel AB. Share subscription proceeds in excess of share capital (premium) is presented in other paid-in capital. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.# Hybrid bond
In April 2023, Eltel AB issued subordinated sustainability-linked hybrid capital securities in the aggregate principal amount of EUR 25 million (the “hybrid bond”). The instrument had no maturity date and, if no dividends were distributed, the payment of interest could be deferred in perpetuity. The hybrid bond was sustainability-linked with interest at a fixed rate of 13.50% per annum. The hybrid bond was classified as an equity instrument. Interest was recorded into retained earnings when the commitment to payment arose. During 2025 the hybrid bond was fully redeemed in connection with the refinancing. See note 14.4 Capital management for more information.
Earnings per share (IAS 33)
The basic earnings per share (EPS) is calculated by dividing the net result attributable to the parent company’s shareholders with the weighted average number of ordinary shares during the financial period. Ordinary shares purchased and held by the Group, if any, are subtracted from number of outstanding shares. Diluted earnings per share reflect the possible impact of the share-based incentive plans.
Provisions and contingent liabilities (IAS 37)
Provisions are recognized in the balance sheet when: the Group has a present legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. Where some of the expenditure required to settle a provision is expected to be reimbursed by another party, the reimbursement shall be recognized as a separate asset, but only when it is certain that the reimbursement will be received.
A warranty provision is recognized, when the product including a warranty clause is sold. The amount of the warranty provision is based on the past experience of the realization of the warranty costs and the future expectations.
A provision for restructuring is recognized when management has developed and approved a detailed formal plan for restructuring to which it is committed. Employee termination benefits are recognized when the representatives of employees or individual employees have been informed of the intended measures in detail and the related compensation packages can be reliably measured. The costs included in a provision for restructuring are those costs that are either incremental or incurred as a direct result of the plan or are the result of a continuing contractual obligation with no continuing economic benefit to the Group or a penalty incurred to cancel the contractual obligation. Restructuring expenses are recognized in respective expenses depending on the nature of the restructuring expenses. Provisions are not recognized for future operating losses. A provision is recognized for an onerous contract, when the inevitable costs required to meet the obligations under the contract exceed the benefits to be received.
A contingent liability is a possible obligation that does not fulfil the criteria to be recognized in balance sheet as a provision due to future uncertainties outside Group's control towards the existence of obligation or outflow of resources required to settle the obligation. Contingent liabilities are regularly monitored, and in case the outflow of resources becomes probable, they are recognized as provisions.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 97
Income taxes (IAS 12)
The Group’s income tax expense includes taxes of the group companies based on current period’s taxable income and the changes in the deferred taxes. Income tax is recognized in the income statement, except for the items recognized directly in other comprehensive income, when the tax effect is accordingly recognized in other comprehensive income. Income tax expense is based on the local tax rate in each country. Tax adjustments from previous periods are included in tax expense.
Deferred tax assets or liabilities are calculated using the liability method on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets are recognized only to the extent that it appears probable that future taxable profit will be available, against which the tax losses or temporary differences can be utilized. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Eltel is within the scope of the OECD Pillar Two model rules. The Pillar Two legislation has been effective since 1 January 2024. Under the legislation, the Group is liable to pay a top-up tax for the difference between its GloBE effective tax rate per jurisdiction and the 15% minimum rate. The Group applies the temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred.
Employee benefits (IAS 19)
Short-term benefits to employees are calculated without discounting and are recognized as a cost when the related services are received. The Group companies have different pension schemes in accordance with the local conditions and practices in the countries where they operate including statutory pension plans and supplementary pension benefits. The schemes are generally funded through payments to insurance companies or trustee-administered funds. The plans are classified as either defined contribution plans or defined benefit plans.
In the defined contribution plan, pension contributions are paid directly to insurance companies and once the contributions have been paid, the Group has no further payment obligations if the company receiving the payments cannot fulfil its obligations. These contributions are charged to the income statement in the year to which they relate. For supplementary pension capitalization plans the Group recognizes a long-term pension provision and corresponding financial asset, which is classified and measured according to IFRS 9.
For defined benefit plans, the liability in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets. The pension obligation is defined using the projected unit credit method separately for each plan. The discount rate applied to calculate the present value of post-employment benefit obligations is determined by the market yields of long-term corporate bonds or government bonds with corresponding maturity to the obligation. The net interest cost is estimated by applying the discount rate to the net defined benefit obligation and recognized as financial expenses. Past service costs are recognized immediately in the income statement. Remeasurements of the defined benefit plan due to actuarial assumptions are recognized directly in other comprehensive income.
Termination benefits
A provision is recognized in connection with termination of employment if the company is committed to a formal and detailed plan to terminate employment before the normal retirement date. When a termination benefit is offered to encourage voluntary redundancy, a cost is recognized if it is probable that the offer will be accepted and the number of employees who will accept the offer can be reliably estimated.
Share-based payments (IFRS 2)
Eltel has incentive programs that are recognized as share-based payments settled with equity instruments in accordance with IFRS 2. The fair value of the share incentives granted to the key employees is recognized as an employee expense on a straight-line basis over the vesting period when employee services are performed with corresponding entry to equity. The fair value of the share incentives is the market value at the grant date. The total amount to be expensed over the vesting period is determined based on the grant date fair value of shares and Group’s estimate of the number of the shares that are expected to be vested by the end of the vesting period. The impact of a non-market vesting condition and estimate for the fulfilment of continued employment criteria at the end of the vesting period is included in the assumptions about the number of share incentives. The estimate is updated at each reporting date and changes in estimate are recorded through the statement of income. Social costs related to the share-based incentive scheme are expensed during the periods when services are performed based on the fair value at the reporting date.# Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements
- Board of Directors' report
- Corporate Governance report
Consolidated financial statements
- Consolidated income statement
- Consolidated balance sheet
- Consolidated statement of cash flow
- Consolidated statement of changes in equity
Notes to the consolidated financial statements
- Parent Company financial statements
- Signatures
- Auditor's report
- Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 98
Financial performance
This section comprises the following notes
- Segment reporting 98
- Revenue recognition 99
- Personnel by segment 100
- Employee benefit expenses 100
- Function expenses by nature 100
- Other income 100
- Other expenses 100
- Depreciation, amortization and impairment 100
- Financial income and expenses 101
- Income tax 101
- Earnings per share 101
3. Segment reporting
Eltel's segment structure has been updated from 1 January 2025. The operations in Denmark and Germany are presented in one segment named Denmark & Germany. Smart Grids Germany was presented outside segments under Other business until 31 December 2024. The remaining part of the Other business and Group Functions is combined and named as Group Support Functions. Starting from 1 January 2025 the segments are Finland, Sweden, Denmark & Germany and Norway. All communication and power business in these countries will continue to be presented under country segments. The Group Support Functions include Group Functions and Lithuania as well as closing activities for Power Transmission International and High Voltage Poland until its divestment in Q2 2024. Comparative figures for 2024 are presented according to the new segment structure.
Net sales by segment
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Finland | 351.1 | 357.7 |
| Sweden | 239.2 | 211.8 |
| Denmark & Germany | 125.6 | 129.6 |
| Norway | 100.0 | 114.9 |
| Sum segments | 815.8 | 814.0 |
| Group Support Functions | 9.3 | 24.3 |
| Eliminations | -7.4 | -9.7 |
| Total | 817.8 | 828.7 |
In 2025 and 2024 the Group has had two customers that represent over 10% of total sales of the Group. The customers’ share of the sales amounts to 24% (26). Revenues from these customers were reported mainly in segments Norway and Sweden and to a smaller extent also in other country segments. Customer means a legal entity, and where applicable, a collection of legal entities in the same group.
Segment results
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Adjusted EBITA by segment | | |
| Finland | 20.3 | 15.7 |
| Sweden | 7.7 | 6.1 |
| Denmark & Germany | 5.9 | 6.5 |
| Norway | -1.8 | -5.7 |
| Sum segments | 32.1 | 22.6 |
| Group Support Functions | -11.4 | -12.2 |
| Adjusted EBITA, Group | 20.7 | 10.5 |
| Restructuring and resizing | -1.3 | -5.3 |
| Divestments | – | -23.1 |
| Total items affecting comparability in EBITA | -1.3 | -28.5 |
| Operating result (EBIT) | 19.4 | -18.0 |
| Financial expenses, net | -14.1 | -12.7 |
| Result before taxes | 5.3 | -30.7 |
Net working capital and operative capital employed
EUR million
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Inventories | 38.3 | 19.3 |
| Trade and other receivables | 186.6 | 165.3 |
| Provisions | -8.9 | -8.4 |
| Advances received | -82.6 | -51.4 |
| Trade and other payables | -173.0 | -152.0 |
| Other | -20.8 | -34.1 |
| Net working capital | -60.4 | -61.3 |
| Intangible assets excluding acquisition-related allocations | 4.8 | 4.1 |
| Property, plant and equipment | 5.6 | 5.9 |
| Right-of-use assets | 53.5 | 53.5 |
| Restructuring provisions | -0.1 | -0.5 |
| Operative fixed assets | 63.8 | 62.9 |
| Total operative capital employed | 3.4 | 1.7 |
| Operative capital employed (average over reporting period) | 2.5 | 10.2 |
Net working capital by segment
EUR million
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Finland | -48.3 | -37.3 |
| Sweden | 27.3 | 13.8 |
| Denmark & Germany | -2.3 | -2.0 |
| Norway | -3.9 | -8.4 |
| Group Support Functions | -33.2 | -27.3 |
| Total | -60.4 | -61.3 |
Operative fixed assets by segment
EUR million
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Finland | 20.1 | 20.7 |
| Sweden | 18.6 | 13.3 |
| Denmark & Germany | 10.5 | 12.2 |
| Norway | 9.5 | 13.9 |
| Group Support Functions | 5.2 | 3.0 |
| Total | 63.8 | 62.9 |
Operative capital employed by segment
EUR million
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Finland | -28.2 | -16.7 |
| Sweden | 45.9 | 27.0 |
| Denmark & Germany | 8.1 | 10.2 |
| Norway | 5.7 | 5.5 |
| Group Support Functions | -28.0 | -24.4 |
| Total | 3.4 | 1.7 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 99
4. Revenue recognition
Net sales by business
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Communication | 475.4 | 505.9 |
| Power | 342.4 | 322.8 |
| Other operations | – | 0.0 |
| Total | 817.8 | 828.7 |
Net sales by segment and business
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Finland | | |
| Communication | 133.9 | 174.4 |
| Power | 217.2 | 183.4 |
| Sweden | | |
| Communication | 195.1 | 159.9 |
| Power | 44.0 | 52.0 |
| Denmark & Germany | | |
| Communication | 44.2 | 54.4 |
| Power | 81.4 | 75.2 |
| Norway | | |
| Communication | 99.7 | 114.6 |
| Power | 0.3 | 0.3 |
| Group Support Functions | | |
| Communication | 8.7 | 10.7 |
| Power | 0.7 | 13.6 |
| Other operations | – | 0.0 |
| Eliminations | -7.4 | -9.7 |
| Total | 817.8 | 828.7 |
Internal net sales consist mainly of net sales from communication in Lithuania, reported in Group Support Functions. There are no material internal net sales in any of the country segments.
Net sales by service type
Eltel’s revenue consists of project delivery, upgrade and maintenance services.
Installation delivery services (Engineering, procurement, construction)
Installation delivery services comprise engineering and delivering customer specific network infrastructure projects. The contracts include projects with estimated scope of works and variation orders as well as turnkey projects and Eltel’s activities typically include tasks relating to design, construction, installation and project management. The size of a contract is typically large (EUR 1–40 million) and project execution time frame from months to years. For installation delivery services revenue is typically recognized over time as customers control the asset that Eltel creates or enhances.
Upgrade services (Upgrade and conversion projects)
Upgrade and conversion services are services to recover and upgrade the condition or technology of an existing infrastructure network where Eltel typically dismantle, build and/or install on customer specifications. The projects are typically based on multi-year frame agreements where the services are ordered based on individual purchase orders but also on separately tendered projects. Size of a project varies typically from EUR 10,000 to over EUR 1 million projects and pricing is typically based on units. For upgrade services revenue is typically recognized over time as customers control the asset that Eltel creates or enhances.
Maintenance services
Eltel’s maintenance services comprise of scheduled and corrective care services and connect services where the customer contracts are usually multi-year frame agreements. The works are performed based on continuous flow of small orders that are typically unit priced, but also certain fixed fee-based contracts exist. The services are not highly customized to a particular customer. The nature of Eltel’s maintenance services is such that the customer typically can benefit from the services either on its own or together with other readily available resources. In maintenance services customers receive benefits as Eltel performs and revenue is recognized over time based on the services performed.
Net sales by business and service type
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Communication | | |
| Installation delivery | 45.0 | 31.9 |
| Upgrade services | 306.8 | 326.1 |
| Maintenance | 123.6 | 147.8 |
| Total Communication | 475.4 | 505.9 |
| Power | | |
| Installation delivery | 180.6 | 153.7 |
| Upgrade services | 64.8 | 75.6 |
| Maintenance | 97.0 | 93.5 |
| Total Power | 342.4 | 322.8 |
| Other operations | | |
| Maintenance | – | 0.0 |
| Total other operations | – | 0.0 |
| Total | 817.8 | 828.7 |
In 2025 installation delivery services form 28% (22), upgrade services 45% (48) and maintenance services 27% (29) of Eltel’s total net sales .
Committed order backlog by business and service type
Committed order backlog in Eltel is defined as the total value of committed purchase orders received but not yet recognized as net sales. It does not include frame agreements unless a binding purchase order has been received. Committed order backlog is therefore the best measure of unsatisfied performance obligations according to IFRS 15 Revenue from contracts with customers. The below table presents the committed order backlog by business and service type. The currency impact in total order backlog at year-end 2025 was EUR 6.8 million.
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Communication | | |
| Installation delivery | 55.2 | 32.3 |
| Upgrade services | 139.8 | 137.2 |
| Maintenance | 34.1 | 25.9 |
| Total Communication | 229.0 | 195.3 |
| Power | | |
| Installation delivery | 218.2 | 123.0 |
| Upgrade services | 37.0 | 36.1 |
| Maintenance | 53.2 | 30.7 |
| Total Power | 308.4 | 189.8 |
| Total | 537.4 | 385.1 |
Two thirds of the committed order backlog in installation delivery services and nearly all of the committed order backlog in upgrade services and maintenance services is to be recognized as revenue during 2026.
Contract balances
EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Trade receivables | 87.0 | 89.6 |
| Contract assets | 81.1 | 58.9 |
| Total assets related to contracts with customers | 168.2 | 148.5 |
| Advances received from contracts with customers | 77.9 | 46.7 |
| Total liabilities related to contracts with customers | 77.9 | 46.7 |
Trade receivables and contract assets are included in the trade and other receivables in the balance sheet. Contract assets mainly consist of recognized net sales not yet invoiced as the contractual right to invoice has not yet occurred. Advances received represent the contract liabilities .# Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 100
5. Personnel by segment
Number of personnel by segment, FTE 1)
| Of whom | Of whom | Average | |
|---|---|---|---|
| 2025 | 2024 | ||
| men | % | men | |
| Finland | 1,301 | 91 | 1,478 |
| Sweden | 949 | 85 | 950 |
| Denmark & Germany | 772 | 85 | 829 |
| Denmark | 446 | 88 | 487 |
| Germany | 326 | 82 | 342 |
| Norway | 551 | 88 | 761 |
| Group Support Functions | 321 | 64 | 531 |
| Lithuania | 149 | 92 | 185 |
| Poland | 100 | 25 | 278 |
| Finland | 41 | 46 | 40 |
| Sweden | 25 | 63 | 22 |
| Norway | 4 | 80 | 4 |
| Denmark | 2 | 100 | 1 |
| Germany | 1 | 100 | 1 |
| Total personnel FTE, average | 3,894 | 85 | 4,550 |
| Total personnel FTE, year-end | 3,755 | 86 | 4,160 |
1) Full time equivalent.
6. Employee benefit expenses
Employee benefit expenses EUR million
| 2025 | 2024 | |
|---|---|---|
| Wages and salaries | 228.9 | 251.2 |
| Post-employment benefits: | ||
| Defined benefit plans | -1.3 | -1.3 |
| Defined contribution plans | 26.9 | 27.5 |
| Other statutory social costs | 30.6 | 31.4 |
| Capitalized as development costs | -0.8 | – |
| Total | 284.3 | 308.7 |
Employee benefit expenses by function EUR million
| 2025 | 2024 | |
|---|---|---|
| Cost of sales | 225.2 | 248.3 |
| Selling and administrative expenses | 59.5 | 60.8 |
| Sum in operative expenses | 284.7 | 309.1 |
| Financial income and costs | -0.5 | -0.4 |
| Total | 284.3 | 308.7 |
8. Other income
EUR million
| 2025 | 2024 | |
|---|---|---|
| Gains on sales of assets | 0.2 | 0.3 |
| Supplier invoice financing cost compensation | 2.7 | 3.2 |
| Other income | 0.6 | 0.7 |
| Total | 3.5 | 4.3 |
9. Other expenses
EUR million
| 2025 | 2024 | |
|---|---|---|
| Loss on divestments | – | 23.1 |
| Supplier invoice financing expenses | 2.1 | 2.6 |
| Loss on foreign exchange contracts | 0.1 | 0.2 |
| Other expenses | 0.2 | 0.0 |
| Total | 2.4 | 25.9 |
7. Function expenses by nature
EUR million
| 2025 | 2024 | |
|---|---|---|
| Other income | -3.5 | -4.3 |
| Total other income | -3.5 | -4.3 |
| Expenses | ||
| Materials and supplies | 137.2 | 120.1 |
| Employee benefit expenses | 284.7 | 309.1 |
| Subcontractors and other external services | 256.1 | 259.2 |
| Other costs | 94.2 | 127.8 |
| Depreciation, amortization and impairment | 29.7 | 34.7 |
| Total expenses | 801.9 | 850.9 |
| Total net expenses | 798.4 | 846.7 |
Main items in other costs include direct costs and production overheads as well as IT costs, transportation, premises and other personnel-related costs. In 2024 other costs also include EUR 23.1 million impact from divestment of High Voltage Poland.
The total amount recognized in the income statement is divided by function as follows: EUR million
| 2025 | 2024 | |
|---|---|---|
| Cost of sales | 712.7 | 736.8 |
| Other income | -3.5 | -4.3 |
| Selling and administrative expenses | 86.8 | 88.2 |
| Other expenses | 2.4 | 25.9 |
| Total | 798.4 | 846.7 |
10. Depreciation, amortization and impairment
EUR million
| 2025 | 2024 | |
|---|---|---|
| Depreciation of right-of-use assets | 24.5 | 25.5 |
| Impairment losses on right-of-use assets | – | 3.1 |
| Other depreciation and amortization | 5.2 | 6.2 |
| Total | 29.7 | 34.7 |
The total amount recognized in the income statement is divided by function as follows: EUR million
| 2025 | 2024 | |
|---|---|---|
| Cost of sales | 19.6 | 20.2 |
| Selling and administrative expenses | 10.1 | 14.5 |
| Total | 29.7 | 34.7 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 101
11. Financial income and expenses
EUR million
| 2025 | 2024 | |
|---|---|---|
| Interest income arising from financial assets at amortized cost | 0.4 | 0.5 |
| Other financial income | 0.2 | 0.4 |
| Total financial income | 0.7 | 1.0 |
| Interest expenses from liabilities at amortized cost 1) | -12.3 | -12.7 |
| Fee expenses | -2.2 | -1.1 |
| Fair value change of foreign exchange derivatives | 1.4 | -0.6 |
| Other foreign exchange differences | -1.7 | 0.8 |
| Total financial expenses | -14.8 | -13.7 |
| Net financial expenses | -14.1 | -12.7 |
1) Includes EUR 2.5 million (2.8) of interest expenses for leasing liabilities.
12. Income tax
Income tax expense in the consolidated income statement EUR million
| 2025 | 2024 | |
|---|---|---|
| Current tax | 1.1 | 1.8 |
| Deferred tax | 1.0 | -3.5 |
| Total tax cost (+)/ income (-) | 2.1 | -1.6 |
| Tax rate, % | 39.7% | 5.3% |
Eltel is within the scope of the OECD Pillar Two model rules. Pillar Two leg- islation has been effective from 1 January 2024. The Group has applied the temporary mandatory relief from deferred tax accounting for the impacts of the top-up tax and accounts for it as a current tax when it is incurred. Deferred taxes are presented in note 24.
The difference between income taxes at the statutory tax rate in Sweden 20.6% and income taxes recognized in the consolidated income statement is reconciled as follows: EUR million
| 2025 | 2024 | |
|---|---|---|
| Profit before tax | 5.3 | -30.7 |
| Total tax cost (+)/income (-) | ||
| Tax calculated at Swedish tax rate | 1.1 | -6.3 |
| Effect of different tax rates outside Sweden | 0.2 | 0.4 |
| Income not subject to tax | -0.0 | -0.1 |
| Expenses not deductible for tax purposes | 0.3 | 0.5 |
| Effect of divestments | – | 4.5 |
| Impact of deferred tax asset valuation | 2.4 | -0.6 |
| Remeasurement of deferred tax for change in tax rate | -0.0 | – |
| Taxes and adjustments in respect of prior years | -1.9 | -0.1 |
| Other items | 0.0 | 0.2 |
| Income taxes in the consolidated income statement | 2.1 | -1.6 |
13. Earnings per share
The basic earnings per share figure is calculated by dividing the net income at- tributable to the shareholders of the parent company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares by the effect of potential diluting shares due to share-based incentive plans in the Group. See note 30 for more information about the share-based incentive plans.
| 2025 | 2024 | |
|---|---|---|
| Net result attributable to equity holders of the parent | 2.2 | -29.7 |
| Interest on hybrid bond | -1.7 | -3.4 |
| Net result attributable to ordinary shares | 0.5 | -33.1 |
| Weighted average number of ordinary shares, basic | 156,736,781 | 156,736,781 |
| Weighted average number of ordinary shares, diluted | 156,970,069 | 156,736,781 |
| Earnings per share, basic | 0.00 | -0.21 |
| Earnings per share, diluted | 0.00 | -0.21 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 102
Financial risk management and capital structure
This section comprises the following notes
| 14. Financial risk management | 102 |
| 15. Shares and share capital | 106 |
| 16. Interest-bearing liabilities | 106 |
| 17. Financial instruments by category | 107 |
| 18. Derivative financial instruments | 108 |
| 19. Commitments and contingent liabilities | 108 |
14. Financial risk management
The Group has exposure to the following financial risks:
* Market risks, including currency, interest rate and commodity price risks
* Liquidity risk
* Credit risk
The Group’s financing and financial risk management is carried out by a cen- tral Group Treasury under the Finance Policy approved by the Board of Direc- tors. The Finance Policy and the related financial risk management policies and procedures are reviewed regularly to reflect changes in market conditions and Group’s activities. The main objective of the financial risk management is to minimize the unfavorable effects of the financial risks on the Group’s in- come and cash flow.
14.1 Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and commodity prices – will affect the Group’s result, cash flows or the value of its holdings of financial instruments.
14.1.1 Currency risk
Currency risk in the Group consists of transaction risk and translation risk. The purpose of currency risk management is to minimize the impact of foreign ex- change fluctuations to the cash flows, income statement and balance sheet of the Group.
Currency transaction risk
The Group is exposed to currency transaction risks to the extent that there is a mismatch between the currencies in which sales, purchases, borrowings and cash are denominated versus the respective functional currencies of the Group companies. Majority of the Group’s business is local in each country’s local currency. The transaction risk is therefore insignificant. The main principle is to mitigate the risk first by operative means in the businesses, e.g. by matching, as far as possible, the project costs to the contract currency. The open foreign exchange exposure is hedged by using foreign currency forward contracts and swaps in accordance with the Group foreign currency risk management policy. More information on the Group’s foreign exchange derivatives is included in note 18 Derivative financial instruments.The summary quantitative data about the Group’s transaction risk exposure as reported to the Group’s management is as follows:
| Sales and Borrowings | Net transaction risk exposure | |
|---|---|---|
| 2025 EUR million | purchases and cash | Hedges |
| Sales | -0.0 | 0.7 |
| SEK | -2.1 | -5.2 |
| NOK | -0.2 | 0.4 |
| DKK | 0.0 | -4.5 |
| PLN | – | -0.3 |
| USD | -0.0 | 0.0 |
| MZN | – | 0.0 |
| 2024 EUR million | Sales and Borrowings purchases and cash | Net transaction risk exposure |
| Sales | 1.1 | 0.8 |
| SEK | -2.5 | -23.2 |
| NOK | -0.1 | -3.7 |
| DKK | 0.1 | -9.6 |
| PLN | 0.0 | -0.3 |
| USD | -0.1 | -0.2 |
| MZN | – | 0.2 |
Sales and purchases include both forecasted contractual sales and purchases as well as trade receivables and payables.
Currency transaction risk impact
A reasonably possible strengthening (weakening) of 10% in the most significant currencies against functional currencies in respective countries at the balance sheet date would affect the profit or loss by the amounts shown in the following table. The analysis illustrates currency transaction risk including hedges and assumes that all other variables, in particular interest rates, remain constant.
| EUR million | 2025 profit or loss | 2024 profit or loss |
|---|---|---|
| Strengthening | Weakening | |
| EUR | 0.0 | -0.0 |
| SEK | 0.2 | -0.2 |
| NOK | 0.0 | -0.0 |
| DKK | 0.0 | -0.0 |
The Group has not applied hedge accounting to currency derivatives in 2025 or in 2024 and all fair value changes are reported through profit and loss.
Currency translation risk
The Group’s translation risk arises from translating foreign currency denominated subsidiaries’ income statements and balance sheets into the Group’s presentation currency upon Group consolidation. A significant portion of the Group’s net sales is generated by subsidiaries that operate in countries where a currency other than the Euro is used, particularly Sweden, Norway and Denmark. For the year ended 31 December 2025, 29% (26) of the Group’s net sales were generated in SEK, 12% (14) in NOK and 10% (11) in DKK. The changes in NOK against EUR impacted the Group’s net sales by EUR -0.7 million (-1.7) and changes in SEK against EUR by EUR 8.1 million (1.0). The costs of the operations of the Group are typically incurred in the same currency as net sales. Therefore the translation risk in the Group’s profit or loss is limited. A weakening in the average EUR/SEK, EUR/NOK, EUR/DKK, EUR/ PLN rates by 10% would have had an impact of EUR -1.3 million (+0.4) on the Group’s operating result (EBIT) and EUR -1.3 million (+0.4) in the Group’s post tax profit in 2025.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 103
Net investment translation risk
The majority of the Group’s net investment translation risk arises from the net investments in the Swedish, Norwegian and Polish subsidiaries. This net investment was hedged by SEK and PLN denominated loans until January 2022, when the loans in SEK and PLN were repaid. The foreign exchange differences for these loans have been recognized in other comprehensive income under translation reserve. If the amount of the net investment decreases through divestment or otherwise, the related accumulated gains or losses recognized in translation reserve are transferred to profit or loss. The valuations of the net investment hedges in hedging reserve are presented in the below table:
| EUR million | 2025 |
|---|---|
| Discontinued net investment hedges | |
| 1 Jan | 13.5 |
| Transferred from hedging reserve to profit and loss during the period | 0.1 |
| 31 Dec | 13.6 |
| EUR million | 2024 |
|---|---|
| Discontinued net investment hedges | |
| 1 Jan | 13.6 |
| Transferred from hedging reserve to profit and loss during the period | -0.1 |
| 31 Dec | 13.5 |
14.1.2 Interest rate risk
Interest rate risk is the uncertainty in the financial result or the value of the Group caused by fluctuations in interest rates. Interest rate risk can be divided into two components:
* cash flow interest rate risk is the risk that the Group’s net interest expenses change due to interest rate changes.
* fair value interest rate risk is the risk that the fair values of financial instruments change due to interest rate changes.
According to Group's Finance Policy Eltel has hedged EUR 100 million of the senior bond by the interest rate swaps. The interest rate profile of the Group is as follows:
| EUR million | 2025 | 2024 |
|---|---|---|
| Total leasing liabilities | 55.6 | 58.7 |
| Fixed-rate instruments | ||
| Interest rate swaps | 100.0 | – |
| Total fixed-rate net liabilities | 100.0 | – |
| Variable-rate instruments | ||
| Financial assets | -43.8 | -21.3 |
| Financial liabilities | 130.0 | 76.0 |
| Interest rate swaps | -100.0 | – |
| Total variable-rate net liabilities | -13.8 | 54.7 |
A majority of the leasing liabilities have a fixed interest rate for the lease period. More information on the Group’s interest rate derivatives is included in note 18 Derivative financial instruments.
Interest rate sensitivity
A reasonably possible change in the relevant market interest rates at the reporting date would have affected the equity by the amounts shown below. The analysis assumes that all other variables, in particular foreign exchange rates, remain constant. The hedge accounting is applied for the interest rate derivatives, and the Group does not have any other financial instruments with fair value recognized through profit and loss. Therefore the change of the market interest rate at the balance sheet date would not have impacted the income statement. In 2024 the Group didn’t have any interest rate derivatives in place.
| Equity 2025 EUR million | 50 bp increase | 25 bp decrease |
|---|---|---|
| Interest rate derivatives | 1.5 | -1.6 |
| Total | 1.5 | -1.6 |
Bp refers to basis points.
14.1.3 Commodity price risk
Commodity price risk is the uncertainty in the financial result or the value of the Group caused by fluctuations in commodity prices. Inflation impacts Eltel across its cost base, including fuel and material prices. According to the Group’s policy the commodity derivates may be used to hedge the commodity purchases for the long-term customer contracts, if the price of the commodity purchases for the contract cannot be fixed, and a relevant commodity derivative is available in the market. In 2025 or 2024 Eltel had no commodity derivatives.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 104
14.2 Liquidity risk
Liquidity risk is the risk that the Group will encounter financial difficulty in meeting its financial obligations. The Group’s objective of liquidity risk management is to ensure that it will maintain a sufficient liquidity reserve to meet its liabilities when they are due under both normal and stressed conditions. Securing adequate amount of funding is centralized to the Group Treasury. The Group maintains sufficient liquidity by efficient cash management through group level cash pools and related overdraft limits. At year-end 2025, the Group had committed syndicate super senior revolving credit facility of EUR 45 million and overdraft facility of EUR 15 million. In 2024, the Group had committed senior syndicate revolving credit facility of EUR 90 million and overdraft facilities of EUR 15 million. The Group had also access to short-term debt capital markets via Finnish Domestic Commercial Paper program of EUR 150 million in both years. At year-end, the cash and cash equivalents consisted solely of cash in hand and deposits. The Group’s available liquidity reserve at the balance sheet date was as follows:
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Revolving credit facility | 45.0 | 44.0 |
| Account overdrafts | 15.0 | 15.0 |
| Cash and cash equivalents | 43.8 | 21.3 |
| Total | 103.8 | 80.3 |
The Group monitors closely the expected cash inflows and outflows. The liquidity projections are prepared at a daily level for the following 3 months and at a monthly level for the full calendar year. The most significant uncertainties in the projections are related to the cash inflows from the project business. The maturities of the Group’s undiscounted financial liabilities at the balance sheet date are presented in the following table in line with their contractual terms.## Carrying amounts Contractual cash flows 31 Dec 2025 (EUR million)
| Less than 1 year | Over 1 year | Less than 1 year | 1–3 years | 3–5 years | Over 5 years | |
|---|---|---|---|---|---|---|
| Financial liabilities | ||||||
| Interest-bearing debt | 2.5 | 127.5 | 12.6 | 20.3 | 134.6 | – |
| Leasing liabilities | 22.0 | 33.6 | 23.8 | 28.6 | 6.2 | 0.4 |
| Trade and other payables | 60.6 | – | 60.6 | – | – | – |
| Accrued expenses | 75.9 | – | 75.9 | – | – | – |
| Derivative financial instruments | 0.0 | – | 0.0 | 0.0 | 0.0 | – |
| Total financial liabilities | 160.0 | 161.0 | 172.9 | 48.9 | 140.8 | 0.4 |
Carrying amounts Contractual cash flows 31 Dec 2024 (EUR million)
| Less than 1 year | Over 1 year | Less than 1 year | 1–3 years | 3–5 years | Over 5 years | |
|---|---|---|---|---|---|---|
| Financial liabilities | ||||||
| Interest-bearing debt | 60.0 | 16.0 | 63.0 | 16.1 | – | – |
| Leasing liabilities | 22.7 | 36.0 | 25.2 | 30.2 | 6.3 | 0.8 |
| Trade and other payables | 61.5 | – | 61.5 | – | – | – |
| Accrued expenses | 70.3 | – | 70.3 | – | – | – |
| Derivative financial instruments | 0.0 | – | 0.0 | – | – | – |
| Total financial liabilities | 214.5 | 52.0 | 220.0 | 46.3 | 6.3 | 0.8 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 105
14.3 Credit risk
Credit risk is the risk of loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Group’s credit risk arises primarily from the Group’s receivables from customers. The Group has identified a concentration risk relating to certain key customers who account for a significant amount of the Group’s net sales. The key customers are solid infrastructure network owners, typically well-known publicly listed companies or companies owned by governments or municipalities in Europe. Therefore, the Group assess that the concentration risk and credit risk related to these key customers is limited. The Group’s trade receivables and contract assets are divided into two groups for measurement of credit risk. One group consists of large customers that account for a significant part of the Group’s net sales. The loss allowance for expected credit losses for the largest customers is made individually with a rating-based model applied. For the other group of several smaller customers, the Group applies a collective impairment model based on age analysis of the receivables and historically realized losses. Forward-looking factors and management judgement is applied in both models. Below table summarizes the expected credit loss reservation for total trade receivables and contract assets.
Credit risk exposure and loss reservation
2025 EUR million
| Trade receivables (gross) | Contract assets | Expected credit loss amounts | Recognized Total reservation (net) | |
|---|---|---|---|---|
| Credit risk rating | ||||
| Large customers | ||||
| AAA | 4.7 | 0.9 | 5.6 | – |
| AA | 0.1 | 1.2 | 1.3 | – |
| A | 12.9 | 10.6 | 23.5 | 0.0 |
| BBB | 21.8 | 6.3 | 28.1 | 0.0 |
| BB | 1.2 | 0.0 | 1.2 | – |
| Total large customers | 40.6 | 19.1 | 59.7 | 0.0 |
| Other customers | 47.3 | 62.0 | 109.3 | 0.8 |
| Total | 87.9 | 81.1 | 169.0 | 0.8 |
2024 EUR million
| Trade receivables (gross) | Contract assets | Expected credit loss amounts | Recognized Total reservation (net) | |
|---|---|---|---|---|
| Credit risk rating | ||||
| Large customers | ||||
| AAA | 5.7 | 0.7 | 6.4 | – |
| AA | 9.2 | 8.0 | 17.2 | – |
| A | 3.5 | 5.8 | 9.2 | – |
| BBB | 18.8 | 5.1 | 23.9 | – |
| BB | 1.1 | – | 1.1 | – |
| Total large customers | 38.3 | 19.6 | 57.9 | – |
| Other customers | 52.2 | 39.4 | 91.5 | 0.9 |
| Total | 90.5 | 58.9 | 149.4 | 0.9 |
Maturity analysis of receivables: EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Not past due | 77.3 | 77.8 |
| 1–14 days overdue | 7.0 | 9.0 |
| 15–90 days overdue | 1.4 | 2.0 |
| 91–180 days overdue | 0.4 | 0.3 |
| More than 180 days overdue | 1.8 | 1.3 |
| Total trade receivables | 87.9 | 90.5 |
| Contract assets | 81.1 | 58.9 |
| Expected credit loss reservation | -0.8 | -0.9 |
| Total | 168.2 | 148.5 |
There were no past due receivables in any other class of financial assets. The carrying amount of the Group’s receivables represents the maximum amount of credit risk at the balance sheet date. The amount of receivables represent managements best estimate of amounts that will be recovered from the customers. The reserve for expected credit losses is EUR 0.8 million (0.9) representing a decrease of EUR 0.1 million from the comparative period. Realized credit losses in the Group were EUR 0.3 million (0.1) during the year. Finance Policy provides a structure for credit-, investment-, and counter-party risk management. Credit limits are determined for investments and counterparties on the basis of creditworthiness and solidity. Limits are monitored and updated according to Group's policy. The group investment activities are not exposed to significant credit risk. Credit risk also originates from investments in cash and cash equivalents. EUR 43.7 million (21.1) of the cash balance on 31 December 2025 was deposited in the banks having the credit rating of at least A (S&P) or equivalent. EUR 0.0 million (0.2) of the cash was deposited in the banks having the credit rating of BB or B. The expected credit risk for cash and cash equivalents is measured by a rating-based model in combination with other known information and forward-looking factors. The expected credit losses for other receivables and assets have been assessed to be immaterial and no reservation has been recognized in the financial statements.
14.4 Capital management
The Group’s objective when managing capital is to safeguard its ability to continue as going concern in order to provide returns for shareholders. The Group defines total capital as equity plus net debt in the balance sheet. The net debt at year-end has been as follows:
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Interest-bearing debt | 130.1 | 76.5 |
| Leasing liabilities in balance sheet | 55.6 | 58.7 |
| Cash and cash equivalents | -43.8 | -21.3 |
| Net debt | 141.9 | 114.0 |
The senior bond contains incurrence covenant which govern the ability of the Group to incur additional debt, and the distribution covenant governing the ability of the Group to distribute dividends. Super senior revolving credit facility includes financial covenant related to the super senior leverage ratio (super senior gross debt/Adjusted EBITDA). If the super senior debt or adjusted EBITDA outcome differs significantly from planned, there is a risk that the covenants under the existing financing agreement are not met. Challenges with respect to meeting the financial covenants might lead to a risk that suppliers and other stakeholders could request accelerated payment terms or additional guarantees.
Credit facilities
In June 2025, Eltel issued a EUR 130 million senior secured four-year floating rate bond. The net proceeds from the bond were used for the repayment of the remaining term loans, revolving credit facility, and the hybrid bond as well as for general corporate purposes. In June 2025 EUR 25.3 million was used for the redemption of the hybrid bond and on 15 July 2025, the old term loans and the revolving credit facility loans were repaid. Additionally, a new super senior revolving credit facility of EUR 60 million became effective. EUR 15 million account overdrafts have been carved out of the super senior revolving credit facility. The Group has also access to a commercial paper program of EUR 150 million, subject to restrictions of the terms of the bond. During Q4 2025 the remaining hybrid bond was redeemed. The total amount used for the redemption was EUR 26.6 million during January-December 2025.
EUR million
| 31 Dec 2025 | Maturity | |
|---|---|---|
| Senior bond | 130.0 | Jun 2029 |
| Super senior revolving credit facility | 45.0 | Dec 2028 |
| Super senior account overdrafts | 15.0 | Dec 2028 |
| Total committed credit facilities | 190.0 |
At the reporting date EUR 2.5 million (10.0) of the commercial paper program and EUR 0.0 million (46.0) of the revolving credit facility were utilized.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 106
15. Shares and share capital
In July 2025, the share capital was reduced by EUR 160,344,347 from EUR 161,950,203 to EUR 1,605,856 based on the resolution by the Annual General Meeting in May 2025. The reduction amount was allocated to non-restricted equity, and the reduction was made without cancellation of shares. There were no changes in shares and share capital in 2024. On 31 December 2025, the total number of shares amounted to 160,585,581 divided into 156,736,781 ordinary shares with 1 vote per share and 3,848,800 C shares with 1/10 vote per share. The C shares have been issued and repurchased by Eltel and the company will hold the shares until it is time to deliver the shares to the qualifying participants of LTIP programs. The purpose of the repurchase of class C shares is to ensure delivery of shares to participants and to secure social contributions arising from the LTIP programs. Prior to the delivery of the shares to qualifying participants, the class C shares will be converted to ordinary shares. On 31 December 2025 the share capital amounted to EUR 1.6 million.# Changes in the share capital
| Ordinary shares | Total number Change in share C shares of shares capital (EUR) | Total share capital (EUR) | Quota (par) value (EUR) | Date |
|---|---|---|---|---|
| 156,736,781 | 3,848,800 | 160,585,581 | 161,950,203 | 1 Jan 2024 |
| 156,736,781 | 3,848,800 | 160,585,581 | 161,950,203 | 31 Dec 2024 |
| Reduction of share capital | ||||
| -160,344,347 | 1,605,856 | 0.01 | 25 Jul 2025 | |
| 156,736,781 | 3,848,800 | 160,585,581 | 1,605,856 | 31 Dec 2025 |
1) Date of registration with the Swedish Companies Registration office.
16. Interest-bearing liabilities
The financial liability amounts include capital amount and accrued interests. EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Carrying amounts of non-current liabilities | ||
| Non-current debt | 127.5 | 5.1 |
| Leasing liabilities | 33.6 | 36.0 |
| Total non-current liabilities | 161.0 | 51.8 |
| Carrying amounts of current liabilities | ||
| Current debt | 2.7 | 60.5 |
| Leasing liabilities | 22.0 | 22.7 |
| Total current liabilities | 24.7 | 83.2 |
| Total interest-bearing liabilities | 185.7 | 135.0 |
The carrying amounts of the Group’s financial liabilities are denominated in following currencies: EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| EUR | 151.4 | 98.6 |
| SEK | 18.3 | 13.1 |
| NOK | 8.7 | 15.9 |
| DKK | 6.9 | 7.3 |
| PLN | 0.2 | 0.3 |
| Total | 185.7 | 135.0 |
See note 14 for information about interest rate risk, currency risk, liquidity risk and capital management. The weighted average interest rates for inter- est-bearing liabilities at year-end were 7.4% (6.3).
Non-cash changes of interest-bearing liabilities
2025 EUR million
| Long-term debt | Short-term debt | Leasing liabilities | Total | |
|---|---|---|---|---|
| 1 Jan | 15.8 | 60.5 | 58.7 | 135.0 |
| Cash flows (net) | 115.1 | -61.5 | -27.7 | 25.9 |
| Non-cash changes: | ||||
| New lease agreements | – | – | 28.9 | 28.9 |
| Termination of lease agreements | – | – | -5.3 | -5.3 |
| Change in maturity | -4.0 | 4.0 | – | – |
| Foreign exchange movements | – | – | 0.9 | 0.9 |
| Accruals and other non-cash changes | 0.6 | -0.3 | – | 0.2 |
| 31 Dec | 127.5 | 2.7 | 55.6 | 185.7 |
2024 EUR million
| Long-term debt | Short-term debt | Leasing liabilities | Total | |
|---|---|---|---|---|
| 1 Jan | 20.7 | 50.4 | 53.9 | 125.0 |
| Cash flows (net) | -4.0 | 9.0 | -25.2 | -20.2 |
| Non-cash changes: | ||||
| New lease agreements | – | – | 35.9 | 35.9 |
| Termination of lease agreements | – | – | -3.8 | -3.8 |
| Divestments | – | – | -1.1 | -1.1 |
| Change in maturity | -1.0 | 1.0 | – | – |
| Foreign exchange movements | – | – | -0.9 | -0.9 |
| Accruals and other non-cash changes | 0.1 | 0.1 | – | 0.2 |
| 31 Dec | 15.8 | 60.5 | 58.7 | 135.0 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 107
17. Financial instruments by category
Book values of financial instruments by category
When measuring the financial assets and liabilities, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation tech- niques as follows:
* Level 1: Quoted prices in active markets for identical assets or liabilities.
* Level 2: inputs other than quoted prices included in Level 1 that are ob- servable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices).
* Level 3: inputs for the asset or liability that are not based on observable market data.
Trade and other payables and receivables are non-interest-bearing and short- term and thus the fair value corresponds to their book value. Fair value of debt is based on discounted cash flows. The discount rate is based on market rates and the nominal risk premium on Group’s bank borrowing. The difference between fair value and book value is not significant as the Group’s bank borrowing is based on short-term market rates. The fair values of currency forward contracts and the currency swaps are based on the present value of the cash flow at the maturity date. The fair val- ues of interest rate swaps are calculated as the present value of the estimated future cash flow based on observable yield curves.
31 Dec 2025 EUR million
| Financial assets | Fair value through profit or loss | Fair value through other comprehensive income | Financial assets at amortized cost | Financial liabilities at amortized cost | Carrying amounts | Fair value | Hierarchy level |
|---|---|---|---|---|---|---|---|
| Non-current financial assets | 2.4 | 0.0 | 0.5 | – | 2.9 | 2.9 | |
| Other receivables and financial assets | 30 | 2.4 | 0.0 | 0.5 | – | 2.9 | 2.9 |
| Current financial assets | 0.1 | 0.2 | 133.2 | – | 133.5 | 133.5 | |
| Trade receivables | 20 | – | – | 87.0 | – | 87.0 | 87.0 |
| Derivative instruments | 18,20 | 0.1 | 0.2 | – | – | 0.3 | 0.3 |
| Other receivables | 20 | – | – | 2.4 | – | 2.4 | 2.4 |
| Cash and cash equivalents | – | – | 43.8 | – | 43.8 | 43.8 | |
| Total financial assets | 2.5 | 0.2 | 133.7 | – | 136.3 | 136.3 | |
| Non-current financial liabilities | – | – | – | 127.4 | 127.4 | 127.5 | |
| Interest-bearing debt | 16 | – | – | – | 127.5 | 127.5 | 127.5 |
| Trade and other payables | – | – | – | -0.0 | -0.0 | -0.0 | |
| Current financial liabilities | 0.0 | 0.0 | – | 66.3 | 66.3 | 66.4 | |
| Interest-bearing debt | 16 | – | – | – | 2.7 | 2.7 | 2.8 |
| Trade and other payables | 23 | – | – | – | 63.6 | 63.6 | 63.6 |
| Derivative instruments | 18,23 | 0.0 | 0.0 | – | – | 0.0 | 0.0 |
| Total financial liabilities | 0.0 | 0.0 | – | 193.7 | 193.8 | 193.9 | |
| Carrying amount, net | -193.7 |
31 Dec 2024 EUR million
| Financial assets | Fair value through profit or loss | Financial assets at amortized cost | Financial liabilities at amortized cost | Carrying amounts | Fair value | Hierarchy level |
|---|---|---|---|---|---|---|
| Non-current financial assets | 2.0 | 0.2 | – | 2.2 | 2.2 | 2 |
| Other receivables and financial assets | 30 | 2.0 | 0.2 | – | 2.2 | 2.2 |
| Current financial assets | 0.0 | 113.5 | – | 113.6 | 113.6 | |
| Trade receivables | 20 | – | 89.6 | – | 89.6 | 89.6 |
| Derivative instruments | 18,20 | 0.0 | – | – | 0.0 | 0.0 |
| Other receivables | 20 | – | 2.7 | – | 2.7 | 2.7 |
| Cash and cash equivalents | – | 21.3 | – | 21.3 | 21.3 | |
| Total financial assets | 2.0 | 113.8 | – | 115.8 | 115.8 | |
| Non-current financial liabilities | – | – | 51.9 | 51.9 | 52.0 | |
| Interest-bearing debt | 16 | – | – | 51.8 | 51.8 | 52.0 |
| Trade and other payables | – | – | 0.0 | 0.0 | 0.0 | |
| Current financial liabilities | 0.0 | – | 147.8 | 147.8 | 147.9 | |
| Interest-bearing debt | 16 | – | – | 83.2 | 83.2 | 83.3 |
| Trade and other payables | 23 | – | – | 64.6 | 64.6 | 64.6 |
| Derivative instruments | 18,23 | 0.0 | – | – | 0.0 | 0.0 |
| Total financial liabilities | 0.0 | – | 199.7 | 199.7 | 199.9 | |
| Carrying amount, net | 113.8 | -199.7 |
On 31 December 2024 the Group had no financial instruments measured at fair value through other comprehensive income .
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 108
18. Derivative financial instruments
| Nominal values | Fair values |
|---|---|
| EUR million | Positive |
| 31 Dec 2025 | |
| Interest rate derivatives, hedge accounting | 100.0 |
| Foreign exchange derivatives | 13.8 |
| Total | 113.8 |
| 31 Dec 2024 | |
| Foreign exchange derivatives | 35.5 |
| Total | 35.5 |
All derivative contracts have been made according to the Group Finance Policy. The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The interest rate risk of the EUR 130 million floating rate bond has been hedged with interest rate swaps for the amount of EUR 100 million. The Group applies cash flow hedge accounting to these interest rate swaps which are classified as derivative instruments hedge accounted. As there is a perfect match between the critical terms of the hedge and the underlying cash flow, the hedge ratio is 1:1, and the hedge is expected to be highly effective. The effectiveness is tested quar- terly. The effective portion of gains and losses from the derivative instruments under cash flow hedge accounting is recognized in other comprehensive income under hedging reserve. The cumulative gain or loss is transferred to profit or loss when the hedged items affect profit or loss. The ineffective portion is recognized immediately in profit or loss in other income or expenses if the revaluation of the hedging instrument is larger than the revaluation of the hedged item. In 2025, EUR 0.1 million was recognized in the hedging reserve. The Group did not apply hedge accounting to any derivative financial instruments in 2024. More information on the financial risks which are hedged by the derivative financial instruments are presented in note 14. The Group enters into derivative transactions, other than embedded derivatives, under international Swaps and Derivatives Association (ISDA) master netting agreements. The ISDA agreements do not meet the criteria for offsetting in the balance sheet. The following table sets out the carrying amount of the financial instruments that are subject to above agreements:
| 31 Dec 2025 | 31 Dec 2024 | |||
|---|---|---|---|---|
| EUR thousands | Carrying amounts | Related instruments that are not offset | Net amounts | Carrying amounts |
| Financial assets | ||||
| Interest rate derivatives, hedge accounting | 156 | – | 156 | – |
| Foreign exchange derivatives | 115 | 0 | 115 | 50 |
| Financial liabilities | ||||
| Interest rate derivatives, hedge accounting | -20 | – | -20 | – |
| Foreign exchange derivatives | -7 | 0 | -7 | -7 |
Commitments and collateral pledged
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Pledged assets | ||
| Shares in subsidiaries | 44.5 | 42.2 |
| Floating charges | 1,068.3 | 218.3 |
| Intra-group loan receivables | 496.5 | 491.4 |
| Total pledged assets | 1,609.3 | 751.9 |
| Guarantees | ||
| Counter guarantees for external guarantees | 54.1 | 52.3 |
| Total guarantees | 54.1 | 52.3 |
At year-end, the pledged assets related mainly to securing the Group’s liabilities under the Group’s financing agreement. Securities provided included the shares in The Infranet Company AB, floating charges and the pledge of certain intra-group loan receivables. Counter guarantees for external guarantees consist of performance and other contract guarantees issued by the banks and insurance companies on behalf of group companies under the facilities for which the group companies have given a counter guarantee or other security.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 109
Working capital and deferred taxes
This section comprises the following notes
- Trade and other receivables 109
- Inventories 109
- Provisions 109
- Trade and other payables 109
- Deferred tax 110
20. Trade and other receivables
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Trade receivables, gross | 87.9 | 90.5 |
| Contract assets | 81.1 | 58.9 |
| Expected credit loss reservation | -0.8 | -0.9 |
| Trade receivables and contract assets, net | 168.2 | 148.5 |
| Derivative instruments | 0.3 | 0.0 |
| Income tax receivables | 0.7 | 0.8 |
| Indirect tax receivables | 0.9 | 0.7 |
| Other prepayments and accruals | 14.3 | 12.5 |
| Other receivables | 2.4 | 2.7 |
| Total trade and other receivables | 186.6 | 165.3 |
Fair values of trade and other receivables approximate their carrying amount due to short maturities. The Group applies the expected credit losses (ECL) model according to IFRS 9 for impairment of trade receivables, contract assets and other financial assets. Refer to note 14.3 Credit risk for more information. During 2025 the Group has sold on non-recourse basis EUR 188.9 million (138.7) of trade receivables to various financial institutions as part of vendor financing solutions and derecognized the amounts from the balance sheet at the time of receipt of payment. EUR 2.1 million (2.6) of the costs are included in EBIT and EUR 1.6 million (1.4) in the financial expenses .
21. Inventories
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Materials and supplies | 6.8 | 6.3 |
| Uninstalled project materials | 31.5 | 13.0 |
| Total | 38.3 | 19.3 |
23. Trade and other payables
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Trade payables | 60.5 | 61.5 |
| Tax deferral in Sweden | 17.1 | – |
| Other liabilities | 3.1 | 3.1 |
| Derivative financial liabilities | 0.0 | 0.0 |
| Indirect tax liabilities | 16.0 | 15.6 |
| Income tax liabilities | 0.4 | 1.5 |
| Accrued expenses and prepaid income | 75.9 | 70.3 |
| Total trade and other payables | 173.0 | 152.0 |
Short-term portion of the tax deferral in Sweden is presented in trade and other payables and the long-term portion in other non-current liabilities in the balance sheet. Accrued expenses consist of the following items:
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Accrued wages and salaries | 36.3 | 35.9 |
| Accrued indirect employee costs | 13.9 | 14.3 |
| Other accruals | 25.7 | 20.1 |
| Total | 75.9 | 70.3 |
22. Provisions
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Non-current | 5.9 | 5.2 |
| Current | 3.1 | 3.8 |
| Total | 9.0 | 8.9 |
| EUR million | Warranty provision | Onerous contract provision | Restructuring provisions | Other provisions | Total |
|---|---|---|---|---|---|
| 1 Jan | 4.2 | 1.8 | 0.5 | 2.4 | 8.9 |
| Additional provisions | 2.9 | 0.2 | 1.3 | 0.6 | 5.0 |
| Used provisions during year | -0.6 | -0.5 | -1.8 | -1.1 | -3.9 |
| Unused amounts reversed | -0.8 | -0.1 | – | -0.2 | -1.1 |
| Transfer between categories | – | -0.5 | – | 0.5 | – |
| Exchange rate differences | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 |
| 31 Dec | 5.7 | 1.0 | 0.1 | 2.3 | 9.0 |
Non-current provisions consist mainly of warranty provisions and restoration provisions for right-of-use assets. Majority of the non-current provision for warranties will materialize in two to four years’ time from the balance sheet date. Warranty provisions which are classified as current will materialize over the next financial year. Based on past experience, the outcome of these warranties will not give rise to any further significant losses. Provisions for onerous contracts are based on management estimates of the outcome of the project and based on facts and circumstances and other information available at the reporting date, also taking into account any significant events after the reporting period. The actual future outcome may deviate from the estimate. At year-end 2025 other provisions comprise mainly restoration provisions for right-of-use assets.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 110
24. Deferred tax
Deferred tax assets and liabilities
EUR million
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Deferred tax assets | 27.3 | 27.2 |
| Deferred tax liabilities | -12.0 | -10.7 |
| Net deferred tax assets | 15.2 | 16.4 |
The movement on the deferred income tax amount during the year:
EUR million
| 2025 | 2024 | |
|---|---|---|
| 1 Jan | 16.4 | 16.6 |
| Recognized in the income statement | -1.0 | 3.5 |
| Recognized in other comprehensive income: | ||
| Translation differences | -0.1 | -0.3 |
| Defined benefit plans | -0.0 | -1.0 |
| Hedge accounting | -0.0 | – |
| Divestments | – | -2.4 |
| 31 Dec | 15.2 | 16.4 |
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The movement in deferred income tax assets and liabilities:
| Deferred tax assets | Retirement benefit obligations | Tax losses carried forward | Other temporary differences | Leasing liabilities | Total |
|---|---|---|---|---|---|
| EUR million | |||||
| 1 Jan 2024 | 0.0 | 20.7 | 0.4 | 6.8 | 27.9 |
| Opening balance adjustment | – | – | 10.9 | – | 10.9 |
| Recognized in the income statement | – | 2.6 | 1.6 | -0.6 | 3.6 |
| Divestments | -0.0 | – | -0.2 | -3.1 | -3.3 |
| Translation differences | – | -0.4 | -0.2 | 0.0 | -0.6 |
| Offsetting | – | – | -11.3 | – | -11.3 |
| 31 Dec 2024 | – | 22.9 | 1.2 | 3.1 | 27.2 |
| Opening balance adjustment of offsetting | – | – | 11.3 | – | 11.3 |
| Recognized in the income statement | – | 0.2 | -0.7 | -0.4 | -0.9 |
| Recognized in other comprehensive income | – | – | – | -0.0 | -0.0 |
| Translation differences | – | 0.8 | 0.2 | 0.0 | 1.0 |
| Offsetting | – | – | -11.4 | – | -11.4 |
| 31 Dec 2025 | – | 23.9 | 0.6 | 2.7 | 27.3 |
Deferred tax assets are recognized for tax loss carry forwards and temporary differences to the extent that the realization of the related tax benefit against future taxable profits is probable. The future taxable profit estimate is based on current business plans approved by management. Gross amount of EUR 23.9 million (22.9) deferred tax assets are recognized for losses carried forward, of which EUR 17.8 million (14.9) relates to operations in Sweden. On 31 December 2025 the Group had in its main operational countries a total of EUR 142.4 million (140.5) tax losses for which no deferred tax asset was recognized. These tax losses do not have expiry date.
| Deferred tax liabilities | Retirement benefit asset | Fair value adjustment | Right-of-use asset | Other temporary differences | Total |
|---|---|---|---|---|---|
| EUR million | |||||
| 1 Jan 2024 | 1.8 | 4.8 | 0.0 | 4.6 | 11.3 |
| Opening balance adjustment | – | – | 10.9 | – | 10.9 |
| Recognized in the income statement | -0.4 | – | 0.9 | -0.3 | 0.1 |
| Recognized in other comprehensive income | 1.0 | – | – | – | 1.0 |
| Divestments | – | – | -0.2 | -0.7 | -0.9 |
| Translation differences | -0.1 | -0.0 | -0.2 | -0.0 | -0.3 |
| Offsetting | – | – | -11.3 | – | -11.3 |
| 31 Dec 2024 | 2.3 | 4.8 | 0.0 | 3.5 | 10.7 |
| Opening balance adjustment of offsetting | – | – | 11.3 | – | 11.3 |
| Recognized in the income statement | -0.0 | – | -0.1 | 0.2 | 0.1 |
| Recognized in other comprehensive income | 0.0 | – | – | 0.0 | 0.1 |
| Translation differences | 0.1 | 0.5 | 0.2 | 0.4 | 1.2 |
| Offsetting | – | – | -11.4 | – | -11.4 |
| 31 Dec 2025 | 2.5 | 5.4 | 0.0 | 4.1 | 12.0 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report › Consolidated financial statements • Consolidated income statement • Consolidated balance sheet • Consolidated statement of cash flow • Consolidated statement of changes in equity › Notes to the consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 111
Business combinations and capital expenditure
This section comprises the following notes
- Acquisitions and disposals 111
- Non-controlling interests 111
- Intangible assets 112
- Property, plant and equipment 113
- Leasing 113
25. Acquisitions and disposals
There were no acquisitions or disposals during 2025.
Disposal of Polish High Voltage business in 2024
In April 2024, Eltel signed an agreement to divest its Polish High Voltage business via sale of 100% of the shares in Eltel Networks Energetyka S.A. and Eltel Networks Engineering S.A. to Mutares SE & Co. KGaA, a listed private equity investor headquartered in Munich, Germany. The transaction was completed on 6 June 2024 following receipt of customary regulatory approval. The transaction was made in cash and it had negative cash flow impacts of EUR 4.0 million in the second quarter of 2024 and EUR 0.6 million in the third quarter of 2024.Total negative cash flow impact for January-December 2024 was EUR 4.6 million. In the first quarter of 2024 the Polish High Voltage business was recognized as asset held for sale, resulting in a negative impact on Group EBIT of EUR 23.2 million. The negative impact on Group EBIT in January-December 2024 was EUR 23.1 million, recognized in other expenses in the income statement. Until the divestment in 2024, the net sales in High Voltage Poland amounted to EUR 13.6 million and the adjusted EBITA amounted to EUR -1.0 million. In 2023, the net sales in High Voltage Poland amounted to EUR 36.3 million, adjusted EBITA amounted to EUR -4.9 million and the business consisted of about 410 employees. After completion of the divestment, Eltel no longer has any High Voltage business in Poland.
26. Non-controlling interests
EUR million
Summarized statement of balance sheet
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Current assets | 32.7 | 30.9 |
| Non-current assets | 5.4 | 5.4 |
| Total assets | 38.1 | 36.3 |
| Current liabilities | 13.7 | 12.8 |
| Non-current liabilities | 3.2 | 3.4 |
| Total liabilities | 16.9 | 16.2 |
| Equity: | | |
| Shareholders’ equity | 21.2 | 20.1 |
| Non-controlling interest | 8.5 | 8.0 |
Summarized income statement
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Net sales | 43.1 | 40.4 |
| Net result | 2.4 | 1.6 |
| Total comprehensive income | 2.4 | 1.6 |
| Total comprehensive income allocated to non-controlling interests | 1.0 | 0.6 |
| Dividends paid to non-controlling interest | -0.5 | -0.2 |
Summarized cash flows
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Cash flow from operating activities | 4.4 | 5.9 |
| Cash flow from investing activities | -0.1 | 0.0 |
| Cash flow from financing activities | -4.3 | -5.9 |
| % of ownership | 60% | 60% |
Eltel Networks Pohjoinen Oy, in Finland, is a subsidiary in which non-controlling interest holds 40% of the shares and voting rights.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report
• Corporate Governance report
› Consolidated financial statements
• Consolidated income statement
• Consolidated balance sheet
• Consolidated statement of cash flow
• Consolidated statement of changes in equity
› Notes to the consolidated financial statements
• Parent Company financial statements
• Signatures
• Auditor's report
• Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 112
27. Intangible assets
EUR million
| Other | Customer Order backlog | Advances intangible | Goodwill | Brand paid assets | Total |
| :--- | ---: | ---: | ---: | ---: | ---: |
| 2025 | | | | | |
| Cost 1 Jan | 472.3 | 128.9 | 13.4 | 46.9 | 0.2 | 32.2 | 693.9 |
| Additions | – | – | – | – | 3.1 | 0.1 | 3.2 |
| Reclassification from property, plant and equipment | – | – | – | – | -0.5 | 4.4 | 3.9 |
| Translation differences | 4.4 | 3.3 | 0.4 | 0.6 | – | 0.2 | 8.9 |
| Cost 31 Dec | 476.8 | 132.3 | 13.8 | 47.5 | 2.8 | 36.9 | 710.0 |
| Accumulated amortization and impairment 1 Jan | 223.0 | 128.9 | 13.4 | 20.8 | 0.0 | 28.3 | 414.3 |
| Amortization during the year | – | – | – | – | – | 2.5 | 2.5 |
| Reclassification from property, plant and equipment | – | – | – | – | – | 3.9 | 3.9 |
| Translation differences | – | 3.3 | 0.4 | – | – | 0.2 | 3.9 |
| Accumulated amortization and impairment 31 Dec | 223.0 | 132.3 | 13.8 | 20.8 | 0.0 | 34.8 | 424.6 |
| Carrying value 1 Jan | 249.3 | 0.0 | 0.0 | 26.2 | 0.2 | 3.9 | 279.6 |
| Carrying value 31 Dec | 253.7 | 0.0 | 0.0 | 26.7 | 2.8 | 2.1 | 285.3 |
| | | | | | | | |
| 2024 | | | | | | | |
| Cost 1 Jan | 476.7 | 130.7 | 13.6 | 47.2 | 0.2 | 33.9 | 702.2 |
| Additions | – | – | – | – | 0.1 | 0.3 | 0.3 |
| Divestments | – | – | – | – | 0.0 | -1.8 | -1.8 |
| Reclassification from property, plant and equipment | – | – | – | – | 0.0 | 0.1 | 0.1 |
| Translation differences | -4.3 | -1.7 | -0.2 | -0.3 | 0.0 | -0.3 | -6.9 |
| Cost 31 Dec | 472.3 | 128.9 | 13.4 | 46.9 | 0.2 | 32.2 | 693.9 |
| Accumulated amortization and impairment 1 Jan | 223.0 | 130.7 | 13.6 | 20.8 | 0.0 | 27.6 | 415.6 |
| Accumulated amortization of divestments | – | – | – | – | – | -1.8 | -1.8 |
| Amortization during the year | – | – | – | – | – | 2.6 | 2.6 |
| Translation differences | – | -1.7 | -0.2 | – | 0.0 | -0.2 | -2.1 |
| Accumulated amortization and impairment 31 Dec | 223.0 | 128.9 | 13.4 | 20.8 | 0.0 | 28.3 | 414.3 |
| Carrying value 1 Jan | 253.6 | 0.0 | 0.0 | 26.5 | 0.2 | 6.3 | 286.6 |
| Carrying value 31 Dec | 249.3 | 0.0 | 0.0 | 26.2 | 0.2 | 3.9 | 279.6 |
Value of customer relationship and Eltel brand origin from the acquisition of Eltel’s business. The Eltel brand is not amortized, because it has been assessed that it has an indefinite useful life. No foreseeable limit to the period over which it is expected to generate net cash inflows for the Group can be seen. Eltel brand is tested for impairment annually together with goodwill.
Allocation of goodwill and brand
Eltel organizes its business through segments. Starting from 1 January 2025 the segments are Finland, Sweden, Denmark & Germany and Norway. Testing of goodwill and brand is based on cash generating units (CGUs), where Denmark and Germany are considered separate CGUs. The values and pre-tax discount rates used in valuation are presented in following table.
| 2025 | 2024 | |||
|---|---|---|---|---|
| CGU | Brand | Goodwill | WACC | Brand |
| Finland | 8.2 | 79.7 | 10.6% | 8.2 |
| Sweden | 5.9 | 57.8 | 9.8% | 5.6 |
| Denmark | 3.5 | 34.4 | 10.0% | 3.5 |
| Germany | 0.9 | 8.8 | 11.4% | 0.9 |
| Norway | 8.1 | 72.2 | 10.0% | 7.8 |
| Other units | 0.1 | 0.9 | 12.0% | 0.1 |
| Total | 26.7 | 253.7 | 26.2 |
The recoverable amount of above cash generating units (CGUs) is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on business plans approved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using a growth rate of 1.5% (1.5) in average which does not exceed the long-term average growth rate for the businesses in which the Group operates. The key assumptions used for value-in-use calculations are:
1. The sales volumes of the business plan – determined based on past performance and existing and planned contracts with clients.
2. Profitability of the business plan – determined based on previous years actual profitability and the planned actions to increase the profitability; EBITA.
3. Discount rate (pre-tax) – determined based on the weighted average cost of capital (WACC) which describes the total cost of debt and equity considering the risks specific to the business. The discount rates used in calculations reflect the current state of macroeconomic uncertainty and risks specific to the business.
The annual impairment test conducted for year-end 2025 or 2024 resulted in no impairment. At year-end 2024 the value of goodwill in country unit Norway was sensitive to impairment. Restructuring activities were initiated during Q3 2024 and finalized during 2025. Focus on margin and profitability rather than volumes has resulted in improved profitability in 2025. The efforts to expand customer base are yielding positive results and in future years an increasing focus will be on growth. Eltel follows any triggering events and impairment test is conducted in case of any indicators of impairment. At year-end, the recoverable amount for CGU Norway exceeds the carrying amount by 15% (8) and use of pre-tax WACC of 11.0% (11.0), reduction of perpetual growth to below 0.2% (0.7) or reduction in EBITA by 2.4 percentage points (1.3) would change the recoverable amount to be equal to its carrying amount.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report
• Corporate Governance report
› Consolidated financial statements
• Consolidated income statement
• Consolidated balance sheet
• Consolidated statement of cash flow
• Consolidated statement of changes in equity
› Notes to the consolidated financial statements
• Parent Company financial statements
• Signatures
• Auditor's report
• Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 113
28. Property, plant and equipment
EUR million
| | Machinery and equipment | | |
| :--- | ---: | ---: | ---: |
| | Land | Buildings | Total |
| 2025 | | | |
| Cost 1 Jan | 0.0 | 0.2 | 55.5 | 55.7 |
| Additions | – | – | 2.5 | 2.5 |
| Disposals | – | – | -1.9 | -1.9 |
| Reclassification to intangible assets | – | – | -3.9 | -3.9 |
| Translation differences | – | – | 1.0 | 1.0 |
| Cost 31 Dec | 0.0 | 0.2 | 53.2 | 53.3 |
| Accumulated depreciation 1 Jan | 0.0 | 0.1 | 49.7 | 49.8 |
| Accumulated depreciation of disposals | – | – | -1.9 | -1.9 |
| Depreciation during the year | – | 0.0 | 2.8 | 2.8 |
| Reclassification to intangible assets | – | – | -3.9 | -3.9 |
| Impairment | – | – | 0.1 | 0.1 |
| Translation differences | – | – | 0.8 | 0.8 |
| Accumulated depreciation 31 Dec | 0.0 | 0.1 | 47.6 | 47.8 |
| Carrying value 1 Jan | 0.0 | 0.1 | 5.8 | 5.9 |
| Carrying value 31 Dec | 0.0 | 0.0 | 5.6 | 5.6 |
| | | | | |
| | Machinery and equipment | | |
| | Land | Buildings | Total |
| 2024 | | | |
| Cost 1 Jan | 0.1 | 1.0 | 73.8 | 74.8 |
| Additions | – | 0.0 | 2.0 | 2.1 |
| Disposals | – | 0.0 | -0.1 | -0.1 |
| Divestments | -0.1 | -0.8 | -19.5 | -20.4 |
| Reclassification to intangible assets | – | – | -0.1 | -0.1 |
| Translation differences | 0.0 | 0.0 | -0.6 | -0.6 |
| Cost 31 Dec | 0.0 | 0.2 | 55.5 | 55.7 |
| Accumulated depreciation 1 Jan | 0.1 | 0.4 | 63.9 | 64.3 |
| Accumulated depreciation of disposals | – | – | 0.0 | 0.0 |
| Accumulated depreciation of divestments | -0.1 | -0.3 | -17.1 | -17.5 |
| Depreciation during the year | – | 0.0 | 3.5 | 3.5 |
| Impairment | – | – | 0.0 | 0.0 |
| Translation differences | 0.0 | 0.0 | -0.5 | -0.5 |
| Accumulated depreciation 31 Dec | 0.0 | 0.1 | 49.7 | 49.8 |
| Carrying value 1 Jan | 0.0 | 0.6 | 9.9 | 10.5 |
| Carrying value 31 Dec | 0.0 | 0.1 | 5.8 | 5.9 |
Right-of-use assets are not included in property, plant and equipment. See following note 29 for more information about leases.
29. Leasing
Under IFRS 16 Eltel recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Right-of-use assets are depreciated on a straight-line basis and an interest expense is recognized under financing expenses for the lease liabilities. IFRS 16 requires use of estimates for valuating contracts that are valid until further notice (continuous contracts). Lengths of these contracts have been estimated based on expected usage in current business operations.IFRS 16 leasing expenses in income statement EUR million
| | 2025 | 2024 |
| :--- | ---: | ---: |
| Depreciation and impairment losses | | |
| Depreciation of right-of-use assets | 24.5 | 25.5 |
| Impairment losses on right-of-use assets | – | 3.1 |
| Other operating expenses | | |
| Short-term lease expense | 1.6 | 2.8 |
| Expense for leases of low-value assets | 1.9 | 2.6 |
| Financial expenses | | |
| Interest expense on lease liabilities | 2.5 | 2.8 |
| Total | 30.6 | 36.8 |
Right-of-use assets EUR million
| | Machinery and equipment | Buildings | Total |
| :--- | ---: | ---: | ---: |
| 1 Jan 2024 | 31.4 | 20.5 | 51.9 |
| Additions | 25.0 | 10.8 | 35.9 |
| Depreciation | -16.6 | -8.9 | -25.5 |
| Impairment losses | -2.9 | -0.2 | -3.1 |
| Divestments | -0.2 | -0.9 | -1.0 |
| Other | -2.5 | -2.2 | -4.7 |
| 31 Dec 2024 | 33.9 | 19.2 | 53.5 |
| Additions | 16.0 | 13.0 | 28.9 |
| Depreciation | -15.9 | -8.6 | -24.5 |
| Other | -1.8 | -2.7 | -4.5 |
| 31 Dec 2025 | 32.6 | 20.9 | 53.5 |
Leasing liabilities EUR million
| | Non-current | Current | Total |
| :--- | ---: | ---: | ---: |
| 1 Jan 2024 | 33.9 | 19.9 | 53.9 |
| Changes during the year | 2.8 | 3.1 | 5.9 |
| Divestments | -0.8 | -0.3 | -1.1 |
| 31 Dec 2024 | 36.0 | 22.7 | 58.7 |
| Changes during the year | -2.4 | -0.7 | -3.1 |
| 31 Dec 2025 | 33.6 | 22.0 | 55.6 |
The total cash outflow for leases in 2025 amounted EUR 33.8 million (33.4). Maturity analysis of leasing liabilities is presented in note 14.2 Liquidity risk. In addition, the Group is committed to EUR 0.2 million (0.4) future lease payments for short-term lease commitments.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 114
Remuneration and other
This section comprises the following notes
30. Remuneration to senior executives 114
31. Financial assets 116
32. Retirement benefit obligations 116
33. Auditors’ fees 117
34. Related party information 117
35. Group companies 117
30. Remuneration to senior executives
Number of key executives
| | 31 Dec 2025 | 31 Dec 2024 |
| :--- | ---: | ---: |
| Board of Directors | | |
| Men | 4 | 4 |
| Women | 2 | 2 |
| Other key executives | | |
| Men | 4 | 5 |
| Women | 5 | 4 |
| Total | 15 | 15 |
There has been no change in the gender distribution in the Board of Directors during 2025.
Guidelines for remuneration to senior executives
Eltel AB’s Annual General Meeting 2024 approved the new guidelines for remuneration to senior executives. Information regarding the guidelines is presented in the Board of Directors’ report, on pages 68-75.
Board of Director’s fees EUR thousands
| 2025 | 2024 | |
|---|---|---|
| Per Sjöstrand | 119 | 79 |
| Ann Emilson 1) | 15 | 45 |
| Gunilla Fransson | – | 18 |
| Ulf Mattsson | – | 40 |
| Johan Nordström | 37 | 24 |
| Joakim Olsson | 50 | 45 |
| Riitta Palomäki 2) | 35 | – |
| Erja Sankari | 45 | 45 |
| Roland Sundén | 56 | 58 |
| Total | 356 | 353 |
1) Until April 2025.
2) From May 2025 onwards.
Other key executives compensation EUR thousands
| Håkan Dahlström | Other senior executives 1) | Håkan Dahlström | Other senior executives 1) | |
|---|---|---|---|---|
| 2025 | 2024 | |||
| Fixed salary | 591 | 1,919 | 551 | 1,796 |
| Annual variable salary | 410 | 679 | 160 | 423 |
| Long-time variable salary | -18 | 41 | 45 | 59 |
| Pension | 168 | 431 | 157 | 379 |
| Other benefits | 1 | 54 | 1 | 54 |
| Total | 1,153 | 3,123 | 913 | 2,710 |
1) 8 individuals in 2025 and 2024.
Variable salary, other remuneration and pensions refer to amounts that were recorded as expense according to IFRS. The long-term variable salary refers to provisions made for the LTIP programs.
Salaries, remuneration and benefits
Salaries, remuneration and benefits to the Board of Directors and senior executives excluding pensions and other benefits amounted to EUR 4.0 million (3.4) of which the fixed salaries amounted to EUR 2.9 million (2.7) including fees to the Board of Directors of EUR 0.4 million (0.4). Out of this, variable salaries including provisions for LTIP 2022, LTIP 2023, LTIP 2024 and LTIP 2025 amounted to EUR 1.1 million (0.7). The defined contribution pension plans for senior executives amounted to EUR 0.6 million (0.5) and the amount of other indirect employee costs for senior executives amounted to EUR 0.9 million (0.7).
The short-term variable salary component is based on predetermined and measurable financial and individual targets. The criteria are recommended by the Remuneration Committee and ultimately determined by the Board of Directors. The short-term variable salary can amount to a maximum of 80% of the fixed base salary for the CEO and 60% for other members of GMT.
The pension terms of the CEO and other senior executives in the Group Management Team (GMT) are market-based in relation to terms that generally apply to comparable executives and reflect the applicable laws and established practices in different countries.
The CEO has a notice period of twelve months in case of termination from the company and twelve months in the event of his resignation. The notice period for other senior executives is twelve months in case of termination from the company and six months in the event of their own resignation. In the event of termination by the company, the CEO is entitled to a severance pay equivalent to 12 months base salary.
Long-term incentive programs
LTIP 2022
Eltel AB’s Annual General Meeting 2022 adopted a long-term incentive program (“LTIP 2022”) for senior executives and other key individuals in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and key individuals.
Participation in LTIP 2022 assumed that the participant acquired and locked Eltel Shares into LTIP 2022 (“Savings Shares”). For each acquired Savings Share, the participant was entitled to, after a certain vesting period, provided continued employment and dependent on the fulfilment of certain performance requirements linked to the company’s Compound Annual Growth Rate of Revenue (“CAGR of Revenue”), Average Earnings Margin Before Interest, Taxes and Amortization (“Average EBITA Margin”) and Total Shareholder Return (“TSR”), receive allotment of Eltel Shares ("Performance Shares") and call options issued by the company ("Performance Options").
LTIP 2022 was terminated during the second quarter of 2025 and the performance requirement linked to TSR was not met. In accordance with the terms of LTIP 2022, no allotment of Performance Shares or Performance Options was made.
LTIP 2023
Eltel AB’s Annual General Meeting 2023 adopted a long-term incentive program (“LTIP 2023”) for senior executives and other key individuals in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and key individuals. The participants are based in Sweden and other countries where the Eltel Group is active.
Participation in the LTIP 2023 assumes that the participant acquires and locks Eltel Shares into LTIP 2023 (“Savings Shares”). Savings Shares shall be newly acquired Eltel Shares. Participants will, after a qualifying period and assuming an investment of their own in Eltel Shares, be given the opportunity to, without consideration, receive allotments of Eltel Shares (defined below) and exercise options issued by the company. The number of allotted Eltel Shares and options will depend on the number of Eltel Shares that they have purchased themselves and on the fulfilment of certain performance requirements. Eltel Shares are ordinary shares in the company (“Eltel Shares”).
The term of LTIP 2023 is more than three years. For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period (defined below), provided continued employment and dependent on the fulfilment of certain performance requirements during the financial years 2023–2025, receive allotment of Eltel Shares (“Performance Shares”) and exercise options issued by the company (“Performance Options”). The performance requirements are linked to the company’s Compound Annual Growth Rate of Revenue (“CAGR of Revenue”), Average Earnings Margin Before Interest, Taxes and Amortization (“Average EBITA Margin”) and Total Shareholder Return (“TSR”). The participant shall not pay any consideration for the allotted Performance Shares and Performance Options. Performance Shares are Eltel Shares and Performance Options are call options issued by the company.
The exercise price when the participant exercises the Performance Option shall correspond to 120% of the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the first ten trading days that directly follows the Annual General Meeting 2023 (the “Purchase Price”). Customary recalculation of the Purchase Price as well as of the number of Eltel Shares that each Performance Option corresponds to may occur if the share capital or the number of shares in the company changes due to bonus issue, split or reverse split, redemption of shares, certain new issues and other similar corporate events, and if certain other measures are taken. The exercise of the Performance Options may be carried out using so called net strike.
To be eligible to participate in LTIP 2023, the participant must invest in Savings Shares for an amount corresponding to approximately five (5) % of the participant’s fixed base salary for the financial year 2023, however, not exceeding the number of Savings Shares that the participant can tie up within the scope of LTIP 2023 according to the below. The Savings Shares covered by the LTIP 2023 were acquired in a structured way in ordinary trading in the stock market during a certain period of time.# Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements
- Board of Directors' report
-
Corporate Governance report
-
Consolidated financial statements
- Consolidated income statement
- Consolidated balance sheet
- Consolidated statement of cash flow
- Consolidated statement of changes in equity
-
Notes to the consolidated financial statements
- Parent Company financial statements
- Signatures
- Auditor's report
- Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 115
On balance sheet date, the LTIP 2023 comprises a maximum of 276,000 Performance Shares and 276,000 Performance Options, corresponding to approximately 0.3% of the total outstanding shares and 0.4% of the votes in the Company. Allotment of Performance Shares and Performance Options within LTIP 2023 will be made during a limited period of time following the latter of the date of (i) the presentation of the first quarterly report for the first quarter of 2026, and (ii) the first record date for dividends decided by the Annual General Meeting 2026. The period up to this date is referred to as the qualification period (vesting period).
LTIP 2023 program is directed towards three categories of participants:
| Category | Savings Shares maximum per person | Performance Shares | Performance Options |
|---|---|---|---|
| A CEO | 22,000 | 8.0× | 8.0× |
| B Group Management Team 1) | 7,000 | 8.0× | 8.0× |
| C Other key individuals 2) | 5,500 | 8.0× | 8.0× |
1) Maximum 8 persons. 2) Maximum 4 persons.
LTIP 2024
Eltel AB’s Annual General Meeting 2024 adopted a long-term incentive program (“LTIP 2024”) for senior executives and other key individuals in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and key individuals. The participants are based in Sweden and other countries where the Eltel Group is active. Participation in the LTIP 2024 assumes that the participant acquires and locks Eltel Shares into LTIP 2024 (“Savings Shares”). Savings Shares shall be newly acquired Eltel Shares or Eltel Shares held by the participant, but which do not constitute Savings Shares in any other long-term incentive program introduced by the company. Participants will, after a qualifying period and assuming an investment of their own in Eltel Shares, be given the opportunity to, without consideration, receive allotments of Eltel Shares (defined below) and, if applicable, exercise options issued by the company. The number of allotted Eltel Shares and, if applicable, options will depend on the number of Eltel Shares that they have purchased themselves and on the fulfilment of certain performance requirements. Eltel Shares are ordinary shares in the company (“Eltel Shares”).
The term of LTIP 2024 is three years. For each acquired Savings Share, the participant shall be entitled to, after a certain vesting period (defined below), provided continued employment and dependent on the fulfilment of certain performance requirements during the financial years 2024–2026, receive allotment of Eltel Shares (“Performance Shares”) and, if applicable, exercise options issued by the company (“Performance Options”). The performance requirements are linked to the company’s Compound Annual Growth Rate of Revenue (“CAGR of Revenue”), Average Adjusted Operative Earnings Margin Before Interest, Taxes and Amortization (“Average Adjusted Operative EBITA Margin”) and Total Shareholder Return (“TSR”). The participant shall not pay any consideration for the allotted Performance Shares and, if applicable, Performance Options. Performance Shares are Eltel Shares and Performance Options are call options issued by the company. The exercise price when the participant exercises the Performance Option shall correspond to 120% of the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the first ten trading days that directly follows 14 May 2024 (the “Purchase Price”). Customary recalculation of the Purchase Price as well as of the number of Eltel Shares that each Performance Option corresponds to may occur if the share capital or the number of shares in the company changes due to bonus issue, split or reverse split, redemption of shares, certain new issues and other similar corporate events, and if certain other measures are taken. The exercise of the Performance Options may be carried out using so called net strike.
To be eligible to participate in LTIP 2024, the participant must invest in Savings Shares for an amount corresponding to approximately five (5) % of the participant’s fixed base salary for the financial year 2024, however, not exceeding the number of Savings Shares that the participant can tie up within the scope of LTIP 2024 according to the below. Over-allocation may occur. However, such allocation may at most result in that the maximum number of Savings Shares per participant within a certain category is exceeded by fifty (50) %. In addition to the Savings Shares held by participants, and which did not constitute Savings Shares in any other long-term incentive program introduced by the company, the Savings Shares were acquired in a structured way in ordinary trading in the stock market during a certain period of time.
On balance sheet date, the LTIP 2024 comprises a maximum of 1,312,104 Performance Shares and 966,400 Performance Options, corresponding to approximately 1.4% of the total outstanding shares and 1.5% of the votes in the Company. Allotment of Performance Shares and Performance Options within LTIP 2024 will be made during a limited period of time following the latter of the date of (i) the presentation of the first quarterly report for the first quarter of 2027, and (ii) the first record date for dividends decided by the Annual General Meeting 2027. The period up to this date is referred to as the qualification period (vesting period).
LTIP 2024 program is directed towards four categories of participants:
| Category | Savings Shares maximum per person | Performance Shares | Performance Options |
|---|---|---|---|
| A CEO | 42,000 | 8.0× | 8.0× |
| B Group Management Team 1) | 17,000 | 8.0× | 8.0× |
| C Other key individuals 2) | 11,500 | 8.0× | 8.0× |
| D Other participants 3) | 11,000 | 8.0× | – |
1) Maximum 8 persons. 2) Maximum 4 persons. 3) Maximum 9 persons.
LTIP 2025
Eltel AB’s Annual General Meeting 2025 adopted a long-term incentive program (“LTIP 2025”) for senior executives and other key individuals in order to encourage a personal long-term ownership in the company, and in order to increase and strengthen the potential for recruiting, retaining and motivating such senior executives and key individuals. The participants are based in Sweden and other countries where the Eltel Group is active. The Participants will be entitled to, after a certain vesting period (defined below), provided continued employment (with the exception of so-called “Good Leavers”), and dependent on the fulfilment of certain performance requirements during the financial years 2025–2027, receive allotment of Eltel Shares (”Performance Shares”) and, if applicable, exercise options issued by the company (“Performance Options”). Eltel Shares are ordinary shares in the company (“Eltel Shares”). Participants who are entitled to receive Performance Options may elect not to receive the Performance Options and instead acquire call options. The term of LTIP 2025 is three years. The performance requirements are linked to the company’s Compounded Annual Growth Rate of Revenue (“CAGR of Revenue”), Average Annual Adjusted Operative Earnings Margin Before Interest, Taxes and Amortization (“Average Annual Adjusted Operative EBITA Margin”) and Annual Total Shareholder Return (“TSR”). The participant shall not pay any consideration for the allotted Performance Shares and, if applicable, the Performance Options. Performance Shares are Eltel Shares and Performance Options are call options issued by the company. The exercise price when the participant exercises the Performance Option shall correspond to 120 percent of the volume-weighted average price according to Nasdaq Stockholm’s official price list for the Eltel Share during the first ten trading days that directly follows after 13 May 2025 (the “Purchase Price”). Customary recalculation of the Purchase Price as well as of the number of Eltel Shares that each Performance Option corresponds to may occur if the share capital or the number of shares in the company changes due to bonus issue, split or reverse split, redemption of shares, certain new issues and other similar corporate events, and if certain other measures are taken. The exercise of the Performance Options shall be made by using so called net strike. In order for the participant to be entitled to receive allotment of Performance Shares and, if applicable, Performance Options, it is assumed that the participant remains an employee of the Eltel Group during the full qualification period up until allotment and that any of the performance requirements linked to CAGR of Revenue, Average Annual Adjusted Operative EBITA Margin or TSR are fulfilled. The Board of Directors shall establish a customary definition of Good Leavers and determine whether any allocation shall be made to participants who are considered Good Leavers. The participant can receive allotment of the maximum number of Performance Shares and, if applicable, Performance Options as set out in the table below.
On balance sheet date, the LTIP 2025 comprises a maximum of 2,470,000 Performance Shares and 1,230,000 Performance Options, corresponding to approximately 2.3% of the total outstanding shares and 2.4% of the votes in the Company.Allotment of Performance Shares and Performance Options within LTIP 2025 will be made during a limited period of time following the latter of the date of (i) the presentation of the first quarterly report for the first quarter of 2028, and (ii) the first record date for dividends decided by the Annual General Meeting 2028. The period up to this date is referred to as the qualification period (vesting period).
LTIP 2025 program is directed towards four categories of participants:
| Category | Performance Shares, maximum per person | Performance Options, maximum per person |
|---|---|---|
| A CEO 4) | 340,000 | 340,000 |
| B Group Management Team 1) | 135,000 | 135,000 5) |
| C Other key individuals 2) | 95,000 | 95,000 |
| D Other participants 3) | 85,000 | – |
1) Maximum 8 persons.
2) Maximum 4 persons.
3) Maximum 9 persons.
4) Call options.
5) Call options for 1 person.
Costs for the LTIP programs
In accordance with IFRS 2, the estimated total expenses for the LTIP 2022, LTIP 2023, LTIP 2024 and LTIP 2025 programs amounted to EUR 1,064 thousand (870), of which EUR 731 thousand (627) for the President and CEO and other senior executives. The total costs for the year amounted to EUR 119 thousand (161), of which EUR 49 thousand (114) was to the President and CEO and other senior executives.
The employee performance shares and performance options are expensed as an employee expense over the vesting period and are recognized directly against equity. Expenses for the shares do not affect the company’s cash flow. Related social costs are expensed during the vesting period based on the change in value of the Eltel AB’s share.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 116
31. Financial assets
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Defined benefit pension asset | 12.1 | 11.3 |
| Pension capitalization plan asset | 2.4 | 2.0 |
| Other non-current receivables | 0.8 | 0.2 |
| Total non-current financial assets | 15.3 | 13.4 |
Refer to following note 32 Retirement benefit obligations for more information about defined benefit pension asset and pension capitalization plan asset.
32. Retirement benefit obligations
The majority of employees in the Group are included in defined contribution pension plans of which the largest defined contribution liability is in Denmark. Some countries also have defined benefit plans, largest one being in Sweden, where the plan has been closed for any new earnings since 2007. Benefits earned since then are covered by premiums paid to Alecta. Since 2023 the net pension liability has been a net asset for both Sweden and Finland. The net asset is presented as part of non-current financial asset in the balance sheet. There are also smaller voluntary pension plans in Finland that are accounted for as defined benefit plans. The Group has also pension capitalization plans in Sweden and Finland. The pension liability of these plans is presented in the defined contribution pension liability and the pension asset is presented in the financial assets in the balance sheet.
Pension liabilities in the balance sheet
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Defined benefit pension liability | – | – |
| Defined benefit pension asset | -12.1 | -11.3 |
| Net defined benefit pension liability (+)/-asset (-) | -12.1 | -11.3 |
| Defined contribution pension liability | 7.3 | 6.6 |
| Pension capitalization plan asset | -2.4 | -2.0 |
| Net pension liability (+)/-asset (-) | -7.2 | -6.6 |
Defined pension liabilities in the balance sheet
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Present value of funded obligations | 56.7 | 58.7 |
| Fair value of plan assets | -68.9 | -70.0 |
| Net liability (+)/ -asset (-) | -12.1 | -11.3 |
The movement in the fair value of plan assets
| EUR million | 2025 | 2024 |
|---|---|---|
| Fair value of assets 1 Jan | 70.0 | 71.5 |
| Interest on plan assets | 2.4 | 2.3 |
| Remeasurement of plan assets | -2.2 | 4.2 |
| Contributions by employer | 0.1 | 0.2 |
| Benefits paid | -4.8 | -6.4 |
| Translation differences | 3.4 | -1.9 |
| Fair value of assets 31 Dec | 68.9 | 70.0 |
The movement in the defined benefit obligations
| EUR million | 2025 | 2024 |
|---|---|---|
| Total obligations 1 Jan | 58.7 | 62.9 |
| Current service cost | -0.9 | -1.0 |
| Interest cost | 1.9 | 2.0 |
| Remeasurement of pension obligation | -1.4 | 0.8 |
| Benefits paid | -4.4 | -4.4 |
| Translation differences | 2.8 | -1.6 |
| Total obligations 31 Dec | 56.7 | 58.7 |
The amounts recognized in the income statement and other comprehensive income
| EUR million | 2025 | 2024 |
|---|---|---|
| Current service cost | -0.9 | -1.0 |
| Net interest cost | -0.5 | -0.4 |
| Amount recognized in the income statement | -1.3 | -1.3 |
| Remeasurements recognized in other comprehensive income: | ||
| Financial assumptions | -2.1 | 0.5 |
| Experience adjustments | 2.9 | -3.9 |
| Total pension charges recognized during the year | -0.6 | -4.7 |
Maturity profile of future gross benefit payments
| EUR million | 2025 | 2024 |
|---|---|---|
| Less than 1 year | 4.3 | 4.3 |
| 1–5 years | 16.3 | 16.7 |
| 5–10 years | 18.5 | 19.4 |
| 10–20 years | 26.1 | 29.7 |
| 20–30 years | 13.4 | 16.4 |
| Over 30 years | 5.3 | 7.5 |
| Total | 83.9 | 94.0 |
The maturity profile amounts are undiscounted amounts. Special salary tax is excluded. The maturity profile of future gross benefit payments does not represent the expected contribution payments, as it excludes the impact of plan assets. The expected contributions to the plan for 2026 are EUR 3.6 million.
The principal actuarial assumptions
| 2025 | 2024 | |
|---|---|---|
| Discount rate, % | ||
| Sweden | 3.60 | 3.40 |
| Finland | 3.60 | 3.20 |
| Future salary increase expectation, % | ||
| Sweden | closed plan | closed plan |
| Finland | 3.00 | 3.00 |
| Inflation rate, % | ||
| Sweden | 1.70 | 1.80 |
| Finland | 2.00 | 2.00 |
| Life expectancy for a 65-year-old, years | ||
| Sweden, male/female | 22.8/24.4 | 21.9/23.9 |
| Finland, male/female | 22.9/27.2 | 21.4/25.4 |
The pension plan in Sweden forms 92% of the Groups total net obligations. The plan is sensitive to changes in discount rate and inflation. An increase of 0.5% in discount rate would reduce the obligation in Sweden by EUR 2.9 million. Similar rise in inflation rate would have the opposite effect and increase the obligation by EUR 3.1 million. If the discount rate was decreased by 0.5% the obligation would increase by EUR 3.1 million whilst similar decrease in the inflation rate would reduce the obligation by EUR 2.9 million.
Retirement pension and family pension obligations for salaried employees in Sweden are secured through pension insurance with Alecta. According to a statement issued by the Swedish Corporate Reporting Board (UFR 10), this constitutes a multi-employer plan. For the fiscal years 2025 and 2024, the company did not have access to such information that would enable the company to record this plan as a defined benefit plan. Consequently, the ITP pension plan secured through insurance with Alecta is recorded as a defined contribution plan. The contribution to the plan is determined based on the age, salary and previously earned pension benefits of the plan participants. The company has an insignificant part in the plan.
The collective consolidation ratio reflects the market value of Alecta’s assets as a percentage of insurance obligations, calculated in accordance with Alecta’s actuarial assumptions, which do not correspond with IAS 19. The collective solvency is normally allowed to vary between 125% and 175%. If the level of collective solvency is less than 125% or exceeds 175%, measures are to be taken in order to create conditions for restoring the level of collective solvency to the normal interval. Alecta’s surplus can be distributed to the policyholders and/or the insured if the collective consolidation ratio exceeds 175%. However, Alecta aims to avoid surplus by using reduced contributions. On 31 December 2025, Alecta’s surplus corresponded to a collective consolidation ratio of 167% (162).
The distribution of plan assets in Sweden is as follows:
| % | 2025 | 2024 |
|---|---|---|
| Debt instruments | 67 | 63 |
| Equity instruments | 33 | 37 |
| Cash and cash equivalents | 0 | 1 |
| Total | 100 | 100 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
* Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 117
33. Auditors’ fees
| EUR million | 2025 | 2024 |
|---|---|---|
| Main auditor | ||
| Audit | 0.8 | 0.7 |
| Other services | 0.0 | 0.1 |
| Total | 0.8 | 0.8 |
| Other auditing firms | ||
| Audit | 0.1 | 0.1 |
| Other services | 0.1 | 0.0 |
| Total | 0.2 | 0.1 |
| Total | 1.0 | 0.9 |
The main auditor of the Group in 2025 and 2024 has been KPMG.
35. Group companies
| 31 Dec 2025 | Domicile | Reg. no. | Number of shares | Group holding, % |
|---|---|---|---|---|
| The InfraNet Company AB | Stockholm, Sweden | 556728-6645 | 11,000 | 100% |
| Eltel Networks Infranet AB | Stockholm, Sweden | 556555-1073 | 2,000 | 100% |
| Eltel Networks TE AB | Stockholm, Sweden | 556062-0006 | 6,000 | 100% |
| Jämtlands Linjebyggare & Republikens El AB | Ragunda, Sweden | 556575-9130 | 1,000 | 100% |
| Eltel Group Corporation | Helsinki, Finland | 1917540-9 | 526,343 | 100% |
| Eltel Networks Oy | Helsinki, Finland | 1548234-8 | 10,000 | 100% |
| Eltel Networks Pohjoinen Oy | Kajaani, Finland | 1460916-7 | 1,667 | 60% |
| Eltel Networks AS | Oslo, Norway | 912955915 | 12,240 | 100% |
| Eltel Networks A/S | Herlev, Denmark | 25501918 | 11,200 | 100% |
| Eltel Networks Poland S.A. | Gdańsk, Poland | 6772362195 | 12,104 | 100% |
| UAB Eltel Networks | Vilnius, Lithuania | 110011925 | 2,000 | 100% |
| Eltel Networks GmbH | Recklinghausen, Germany | HRB 8905 | 400 | 100% |
| Transmast Philippines, Inc. | ||||
| 1) Eltel Tanzania Limited Dar Es Salaam, Tanzania 99778 1,000 100% | ||||
| Jointly controlled entities | ||||
| Fiber og Anlaeg I/S Taastrup, Denmark 34047162 35% | ||||
| NKEL I/S Glostrup, Denmark 43148931 50% |
1) Group voting 100%.
2) Eltel’s estimated share of the operations is 30–35%. During the financial year 2025 Eltel Holding Poland Sp. Z.o.o. was dissolved and Eltel Networks Infranet Privat AB was merged into Eltel Networks Infranet AB.
34. Related party information
Eltel’s related parties include the parent company Eltel AB and its subsidiaries and jointly controlled entities. Related parties include also the members of the Board of Directors, the CEO and other management team members as well as their close family members. In 2025 the related party transactions have been conducted in the ordinary course of business of the Group. No significant unusual transactions have taken place between Eltel and related parties during the year.
Transactions with key individuals in executive positions
Salaries, remuneration and other benefits are accounted for in note 6 Employee benefit expenses and note 30 Remuneration to senior executives. The Group has not issued any loans to the persons classified as related party on 31 December 2025 or 31 December 2024.
Transactions with related party companies
List of group companies and jointly controlled entities is presented in note 35 Group companies. Transactions between Group companies are eliminated in the consolidated financial statements.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
Consolidated financial statements
* Consolidated income statement
* Consolidated balance sheet
* Consolidated statement of cash flow
* Consolidated statement of changes in equity
Notes to the consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 118
Parent Company financial statements
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
Parent Company financial statements
* Parent Company income statement
* Parent Company balance sheet
* Parent Company changes in equity
* Parent Company cash flow statement
Notes to the Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 119
| EUR thousands | Note | 2025 | 2024 |
|---|---|---|---|
| Net sales | 4 | 8,727 | 8,257 |
| Personnel costs | 5 | -4,412 | -3,548 |
| Other operating expenses | -4,058 | -5,557 | |
| Total operating expenses | -8,469 | -9,105 | |
| Operating result | 257 | -848 | |
| Interest income and similar income | 23,688 | 21,178 | |
| Interest expenses and similar expenses | -9,489 | -4,165 | |
| Financial items, net | 7 | 14,199 | 17,013 |
| Result after financial items | 14,456 | 16,165 | |
| Appropriations | |||
| Group contribution given | 13 | -13,000 | -16,000 |
| Result before tax | 1,456 | 165 | |
| Tax for the year | 8 | – | – |
| Net result for the year | 1,456 | 165 |
| EUR thousands | Note | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Financial assets | |||
| Shares in group companies | 9 | 68,308 | 68,308 |
| Long-term loans receivable from group companies | 10 | 495,949 | 490,763 |
| Other financial asset | 1,520 | 919 | |
| Intangible assets | 2,806 | 12 | |
| Total non-current assets | 568,583 | 560,003 | |
| Current assets | |||
| Receivables from group companies | 10 | 3,348 | 7,902 |
| Other receivables | 2,062 | 140 | |
| Cash pool receivables | 10 | 120,009 | 4,441 |
| Cash and cash equivalents | 173 | 101 | |
| Total current assets | 125,591 | 12,584 | |
| TOTAL ASSETS | 694,174 | 572,587 | |
| EQUITY AND LIABILITIES | |||
| Restricted equity | |||
| Share capital | 1,606 | 161,950 | |
| Statutory reserve | 695 | 695 | |
| Total restricted equity | 2,301 | 162,645 | |
| Non-restricted equity | |||
| Retained earnings | 434,026 | 278,153 | |
| Hybrid bond | – | 25,000 | |
| Net result for the year | 1,456 | 165 | |
| Total non-restricted equity | 435,482 | 303,318 | |
| Total equity | 11 | 437,783 | 465,963 |
| LIABILITIES | |||
| Non-current liabilities | |||
| Debt | 12 | 127,455 | – |
| Retirement benefit obligations | 1,263 | 919 | |
| Provisions | 306 | 223 | |
| Deferred tax liability | 29 | – | |
| Total non-current liabilities | 129,054 | 1,142 | |
| Current liabilities | |||
| Debt | 12 | 2,490 | 9,947 |
| Liabilities to group companies | 13 | 122,184 | 93,951 |
| Trade and other payables | 14 | 2,663 | 1,585 |
| Total current liabilities | 127,338 | 105,483 | |
| Total liabilities | 256,391 | 106,625 | |
| TOTAL EQUITY AND LIABILITIES | 694,174 | 572,587 |
| EUR thousands | Note | 2025 | 2024 |
|---|---|---|---|
| Net result for the year | 1,456 | 165 | |
| Other comprehensive income: | |||
| Items that may be subsequently reclassified to profit and loss | |||
| Cash flow hedges | 139 | – | |
| Taxes attributable to items that may be subsequently reclassified to profit and loss | -29 | – | |
| Total comprehensive income for the year | 1,566 | 165 |
Income statement Balance sheet Statement of comprehensive income
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
Parent Company financial statements
* Parent Company income statement
* Parent Company balance sheet
Parent Company changes in equity
Parent Company cash flow statement
* Notes to the Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 120
| EUR thousands | Share capital | Statutory reserve | Non-restricted equity 2) | Total equity |
|---|---|---|---|---|
| 1 Jan 2025 | 161,950 | 695 | 303,318 | 465,963 |
| Net profit for the year | – | – | 1,456 | 1,456 |
| Other comprehensive income | – | – | 110 | 110 |
| Total comprehensive income for the year | – | – | 1,566 | 1,566 |
| Redemption of hybrid bond, incl. premium and accrued interest | – | – | -26,556 | -26,556 |
| Transaction costs and interests on hybrid bond | – | – | -3,327 | -3,327 |
| Transactions with owners 1) | ||||
| Reduction and reclassification of share capital | -160,344 | – | 160,344 | – |
| Equity-settled share-based payment | – | – | 137 | 137 |
| Total transactions with owners | -160,344 | – | 160,481 | 137 |
| 31 Dec 2025 | 1,606 | 695 | 435,482 | 437,783 |
| 1 Jan 2024 | 161,950 | 695 | 306,354 | 468,999 |
| Net profit for the year | – | – | 165 | 165 |
| Total comprehensive income for the year | – | – | 165 | 165 |
| Transaction costs and interests on hybrid bond | – | – | -3,375 | -3,375 |
| Transactions with owners 1) | ||||
| Equity-settled share-based payment | – | – | 174 | 174 |
| Total transactions with owners | – | – | 174 | 174 |
| 31 Dec 2024 | 161,950 | 695 | 303,318 | 465,963 |
1) For more information about equity-settled share-based payments see note 30 Remuneration to senior executives in the consolidated financial statements and for share transactions see note 11 Equity and share capital.
2) Cash flow hedging reserve amounting to EUR 110 thousand is included in non-restricted equity in 2025. Cash flow hedging reserve consists of hedge accounting for interest rate swaps used for swapping the floating interest rate of the senior bond loan to fixed rate.
Changes in equity
| EUR thousands | Note | 2025 | 2024 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit/loss before taxes | 1,456 | 165 | |
| Adjustments for: | |||
| Depreciation | 3 | 2 | |
| Equity-settled share-based payment | 137 | 174 | |
| Group contribution given | 13 | 13,000 | 16,000 |
| Financial items, net | -14,199 | -16,758 | |
| Changes in working capital: | |||
| Trade and other receivables | 3,663 | -7,021 | |
| Trade and other payables | 568 | 840 | |
| Cash flow from operating activities before financial items and taxes | 4,628 | -6,597 | |
| Financial income received | 17,867 | 11,808 | |
| Financial expenses paid | -9,376 | -4,077 | |
| Cash flow from operating activities | 13,119 | 1,134 | |
| Cash flow from investing activities | |||
| Purchases of intangible assets | -2,008 | – | |
| Purchases of property, plant and equipment (PPE) | – | -13 | |
| Cash flow from investing activities | -2,008 | -13 | |
| Cash flow from financing activities | |||
| Proceeds from issuance of bond | 12 | 127,075 | – |
| Redemption of hybrid bond | -26,556 | – | |
| Payments of transaction costs and interests for hybrid bond | -3,327 | -3,375 | |
| Proceeds from short-term borrowings | 3,000 | 4,000 | |
| Payments of short-term borrowings | -10,500 | -2,000 | |
| Changes in short-term borrowings from group companies | -84,731 | 11,855 | |
| Payments of group contributions | -16,000 | -11,600 | |
| Cash flow from financing activities | -11,039 | -1,120 | |
| Decrease/increase in cash and cash equivalents | 72 | 1 | |
| Cash and cash equivalents at beginning of year | 101 | 99 | |
| Cash and cash equivalents at end of year | 173 | 101 |
Cash flow statement
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
Parent Company financial statements
* Parent Company income statement
* Parent Company balance sheet
Parent Company changes in equity
Parent Company cash flow statement
* Notes to the Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 121
Notes to the Parent Company financial statements
This section comprises the following notes
1. General information 121
2. Accounting principles 121
3. Financial risk management 121
4. Net sales 121
5. Employee benefit expenses 121
6. Auditors’ fees 122
7. Result from financial items 122
8. Taxes 122
9. Shares in group companies 122
10. Receivables from related parties 122
11. Equity and share capital 123
12. Liabilities 123
13. Liabilities to group companies 123
14. Trade and other payables 123
15. Contingent liabilities and pledged assets 123
1. General information
Eltel AB’s role is to own and govern the shares related to Eltel Group. The Company holds management functions but has no operative business activities and its risks are mainly attributable to the value and activities of its subsidiaries. All transactions with group companies are performed on an arm’s length basis. Additional general information about the Parent Company can be found in note 1 Corporate information in the consolidated financial statements.Accordingly, the Parent Company applies those principles presented in note 2 Material accounting policies for the consolidated accounts in the consolidated financial statements with the exception of what is mentioned below. The prin- ciples have been applied consistently for all years presented, unless otherwise stated. The income statement for the Parent company is presented on the nature of expense method. The Parent company has reported group contributions and related taxes in the income statement in accordance with RFR 2. The Parent company does not apply IFRS 16 in accordance with the exception in RFR 2. All figures in the Parent Company financial statements are presented in thousands of Euros unless otherwise stated.
Shares and participations in subsidiaries
Shares and participations in subsidiaries are reported at acquisition cost less deduction for possible write-downs. Dividends received are reported as rev- enues to the extent they originate from earnings earned after the acquisition. Dividend amounts exceeding these returns are considered as repayments of the investment and reduce the carrying value of the participations. When there is an indication that shares and participations in subsidiaries have decreased in value, an estimate is made of the recoverable amount. If this value is lower than the reported value, a write-down is made. Write-downs/ impairment losses are reported as a separate line in the income statement.
Financial instruments
The Company applies fair value in accordance with the Swedish Annual Accounts Act 4: 14a-d and hence the description of the accounting principles in Financial instruments of the consolidated financial statements also applies to the Parent Company with the exception of financial guarantees. The Parent Company applies the rule permitted by the Swedish Financial Reporting Board to the reporting of financial guarantee agreements issued for the benefit of subsidiaries, associated companies and joint ventures. The Parent Company recognizes financial guarantees as a provision in the balance sheet when the company has an obligation for which payment is probably necessary to settle the commitment. The Company’s financial instruments are comprised of long-term receiv- ables from Group companies, other financial assets, current receivables from Group companies and also cash and cash equivalents. These make up the category financial assets at amortized cost, except for other financial assets which are classified as financial assets at fair value through profit or loss. Financial instruments are also comprised of long-term and short-term debt, short-term liabilities to group companies, accounts payable and other liabilities. These comprise the category financial liabilities at amortized cost. The carrying amounts of financial instruments equal their fair values.
Group contributions
The Company has chosen to apply the alternative rule in accordance with RFR 2, which means that all group contributions are recognized in appropriations.
3. Financial risk management
The Group applies common risk management for all units. Hence, the descrip- tion in note 14 Financial risk management in the consolidated financial state- ments applies to the Parent Company as well in all material aspects.
4. Net sales
| EUR thousands | 2025 | 2024 | |
|---|---|---|---|
| Remunerations from group companies for group-wide administration | 8,727 | 8,257 | |
| Total | 8,727 | 8,257 |
5. Employee benefit expenses
| EUR thousands | 2025 | 2024 |
|---|---|---|
| Salaries and other remunerations | 2,754 | 1,950 |
| Social security contributions: | ||
| Pension costs | 645 | 641 |
| Other social security contributions | 1,133 | 957 |
| Capitalized as development costs | -120 | – |
| Total | 4,412 | 3,548 |
| 2025 | 2024 | |
|---|---|---|
| Average number of employees | 9 | 8 |
| Of whom men | 45% | 40% |
Salaries and other remunerations to senior executives were EUR 2.1 million (1.7), pension costs EUR 0.3 million (0.3) and other social security contri- butions EUR 0.7 million (0.5). Group senior executives participate in the long- term share-based incentive programs LTIP 2023, LTIP 2024 and LTIP 2025. Total expense for the programs for the year was EUR 119 thousand (161), of which EUR 49 thousand (114) for the President and CEO and other senior ex- ecutives. More information of Group senior executives and the Board of Direc- tors is presented in note 30 Remuneration to senior executives and note 34 Related party information in the consolidated financial statements. In Eltel AB the number of individuals in the Board of Directors was six in 2025 and 2024 and the number of other senior executives employed by the company was four in 2025 and 2024. There has been no change in the gender distribution in the Board of Directors during 2025.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements › Parent Company financial statements • Parent Company income statement • Parent Company balance sheet • Parent Company changes in equity • Parent Company cash flow statement › Notes to the Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other +
2. Accounting principles
Basis for the preparation of the reports
The annual report for the Parent Company, Eltel AB, has been prepared in ac- cordance with the Swedish Annual Accounts Act and RFR 2 Accounting for Legal Entities. RFR 2 states that the Parent Company in its annual report shall apply IFRS Accounting Standards as adopted by the EU, to the extent possi- ble within the framework of the Swedish Annual Accounts Act and the law of safeguarding of pension commitments, and also by taking into account the relationship between reporting and taxation.
Annual Report 2025 122
6. Auditors’ fees
| EUR thousands | 2025 | 2024 |
|---|---|---|
| Main auditor | ||
| Audit assignments | 262 | 227 |
| Tax assignments | – | 9 |
| Other assignments | 20 | 14 |
| The company in total | 282 | 250 |
Main auditor in 2025 and 2024 has been KPMG.
7. Result from financial items
| EUR thousands | 2025 | 2024 |
|---|---|---|
| Interest income and similar income | ||
| Interest income | 1 | 1 |
| Interest income, loans from group companies | 23,035 | 20,721 |
| Other financial income | 173 | 257 |
| Other financial income, group companies | 479 | 198 |
| Total | 23,688 | 21,178 |
| Interest expenses and similar expenses | ||
| Interest expenses | -6,154 | -454 |
| Interest expenses, group companies | -2,986 | -3,693 |
| Expected credit loss write-down on internal loans receivable | 76 | -25 |
| Other financial expenses | -425 | 7 |
| Total | -9,489 | -4,165 |
| Total financial items | 14,199 | 17,013 |
8. Taxes
| EUR thousands | 2025 | 2024 |
|---|---|---|
| Income taxes | ||
| Result before tax | 1,456 | 165 |
| Tax calculated at Swedish tax rate | 300 | 34 |
| Expenses not deductible for tax purposes | 10 | 156 |
| Tax effect of results for which no deferred income tax was recognized | -310 | -191 |
| Income taxes in the income statement | – | – |
Eltel AB has not recognized deferred tax assets for losses carried forward. The Group’s estimate for utilizing losses carried forward in Sweden covers Eltel AB and all Swedish subsidiaries as group contribution and interest offsetting is utilized in taxation between the entities. The amount of deferred tax assets for losses carried forward in Sweden is reported in note 24 in the consolidated financial statements and reported in companies where Eltel estimates to utilize the losses.
9. Shares in group companies
| EUR thousands | 2025 | 2024 |
|---|---|---|
| Acquisition value | ||
| Opening balance 1 Jan | 268,308 | 268,308 |
| Closing balance 31 Dec | 268,308 | 268,308 |
| Accumulated impairment losses | ||
| Opening balance 1 Jan | -200,000 | -200,000 |
| Closing balance 31 Dec | -200,000 | -200,000 |
| Carrying amount on the balance sheet | 68,308 | 68,308 |
Shares are held in the following subsidiaries:
The InfraNet Company AB, 556728-6645, Stockholm
| 2025 | 2024 | |
|---|---|---|
| Share of equity, % | 100 | 100 |
| Share of voting power, % | 100 | 100 |
| Number of shares | 11,000 | 11,000 |
| Book value | 68,308 | 68,308 |
See note 35 in the consolidated financial statements for more information about Group companies.
10. Receivables from related parties
Non-current receivables
| EUR thousands | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Loans from group companies | 495,949 | 490,763 |
| Other financial assets | 1,520 | 919 |
| Total | 497,469 | 491,682 |
Current receivables
| EUR thousands | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Cash pool receivable | 120,009 | 4,441 |
| Accounts receivable | 3,348 | 7,902 |
| Total | 123,356 | 12,343 |
Interest resulting from loans to group companies is capitalized annually. Capi- talized interest bears no interest. Eltel AB applies rating-based expected credit loss (ECL) model according to IFRS 9 for impairment of non-current receivables from group companies. In 2025, a reversal of write-down amounting to 76 thousand euro (write-down of 25) has been recognized in the credit loss reserve of long-term loans receiva- ble. For more information about the ECL model, please refer to note 14 in the consolidated financial statements.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements › Parent Company financial statements • Parent Company income statement • Parent Company balance sheet • Parent Company changes in equity • Parent Company cash flow statement › Notes to the Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other +
Annual Report 2025 123
11. Equity and share capital
In July 2025, the share capital was reduced by EUR 160,344,347 from EUR 161,950,203 to EUR 1,605,856 based on the resolution by the Annual General Meeting in May 2025. The reduction amount was allocated to non-re- stricted equity, and the reduction was made without cancellation of shares. During 2025, the hybrid bond was also fully repurchased in connection with the refinancing. The final redemption date was 11 November 2025. There were no changes in shares and share capital in 2024.On 31 December 2025, the total number of shares amounted to 160,585,581 divided into 156,736,781 ordinary shares with 1 vote per share and 3,848,800 C shares with 1/10 vote per share. The C shares have been issued and repurchased by Eltel and the company will hold the shares until it is time to deliver the shares to the qualifying participants of the LTIP programs. The purpose of the repurchase of class C shares is to ensure delivery of shares to participants and to secure social contributions arising from the LTIP programs. Prior to the delivery of the shares to qualifying participants, the class C shares will be converted to ordinary shares. On 31 December 2025 the share capital amounted to EUR 1,606 thousand. A specification of changes in equity is found under the section “Changes in equity”, which is presented directly after the balance sheet. Shareholders with more than 10% of the votes on 31 December 2025 are Solero Luxco S.á.r.l. (a company controlled by Triton Funds) with 16.4% and Wipunen Varainhallinta Oy with 14.9% of ordinary shares. More information about Eltel’s shareholders is found in “The Eltel Share” on pages 132–133.
The Board’s proposal for the distribution of profits
The Parent Company’s non-restricted equity on 31 December 2025 was EUR 435,481,833.89 of which the net profit for the year was EUR 1,455,619.29. The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the year 2025 and that the non-restricted equity of EUR 435,481,833.89 be retained and carried forward.
12. Liabilities
EUR thousands
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Non-current liabilities | ||
| Debt | 127,455 | – |
| Retirement benefit obligation | 1,263 | 919 |
| Provision | 306 | 223 |
| Total non-current liabilities | 129,025 | 1,142 |
| Current liabilities | ||
| Debt | 2,490 | 9,947 |
| Total current liabilities | 2,490 | 9,947 |
15. Contingent liabilities and pledged assets
Contingent liabilities
EUR thousands
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Commercial guarantees on behalf of subsidiaries | 91,837 | 80,637 |
| Total guarantees | 91,837 | 80,637 |
Pledged assets
EUR thousands
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Pledged subsidiary shares | 68,308 | 68,308 |
| Pledged other assets | 496,476 | 491,366 |
| Total pledged assets | 564,784 | 559,674 |
At year-end, Eltel Group had secured its debt obligations towards the banks under the financing agreement by share and intragroup loan pledges and floating charges over certain assets of the Group, all on customary terms and conditions. Eltel AB has pledged the assets shown in the above table as a security for the financing agreement.
13. Liabilities to group companies
EUR thousands
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Cash pool payable | 107,993 | 77,156 |
| Accounts payable | 1,191 | 794 |
| Group contribution liabilities | 13,000 | 16,000 |
| Total | 122,184 | 93,951 |
14. Trade and other payables
EUR thousands
| 31 Dec 2025 | 31 Dec 2024 | |
|---|---|---|
| Trade payables | 416 | 112 |
| Accrued employee related expenses | 1,230 | 418 |
| Other short-term liabilities | 542 | 290 |
| Other accrued expenses | 476 | 765 |
| Total | 2,663 | 1,585 |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements › Parent Company financial statements • Parent Company income statement • Parent Company balance sheet • Parent Company changes in equity • Parent Company cash flow statement › Notes to the Parent Company financial statements • Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 124
The Company’s financial statement will be submitted for approval to the Annual General Meeting on 12 May 2026 The Annual Report is dated and approved 24 March 2026. The Board of Directors certifies that the annual financial report has been prepared in accordance with generally accepted accounting principles and that the consolidated accounts have been prepared in accordance with the international set of accounting standards referred to in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards; and give a true and fair view of the position and profit or loss of the Company and the Group; and that the management report for the Company and for the Group gives a fair overview of the development and performance of the business, position and profit or loss of the Company and the Group; and describes the principal risks and uncertainties that the Company and the companies in the Group face.
Stockholm 24 March 2026
KPMG AB
Fredrik Westin
Authorized Public Accountant
Per Sjöstrand
Chairman of the Board of Directors
Johan Nordström
Board member
Joakim Olsson
Board member
Riitta Palomäki
Board member
Erja Sankari
Board member
Roland Sundén
Board member
Stefan Söderholm
Board member
Håkan Dahlström
President and CEO
Björn Tallberg
Board member
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements • Parent Company financial statements › Signatures • Auditor's report • Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 125
Auditor’s report
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures › Auditor's report • Auditor's limited assurance report of sustainability statement Other +
To the general meeting of the shareholders of Eltel AB (publ), corp. id 556728-6652
Report on the annual accounts and consolidated accounts
Opinions
We have audited the annual accounts and consolidated accounts of Eltel AB (publ) for the year 2025, except for the corporate governance statement on pages 77-86 and the sustainability report on pages 26-67. The annual accounts and consolidated accounts of the company are included on pages 26-124 in this document.
In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act, and present fairly, in all material respects, the financial position of the parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act.
The consolidated accounts have been prepared in accordance with the Annual Accounts Act and present fairly, in all material respects, the financial position of the group as of 31 December 2025 and their financial performance and cash flow for the year then ended in accordance with IFRS Accounting Standards, as adopted by the EU, and the Annual Accounts Act.
Our opinions do not cover the corporate governance statement on pages 77-86 and sustainability report on pages 26-67.
The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.
Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.
Basis for Opinions
We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.
Key Audit Matters
Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.
Revenue and profit calculation of projects
See disclosure 4 and accounting principles on page 93 in the annual account and consolidated accounts for detailed information and description of the matter.
Description of key audit matter
Description of key audit matter in its consolidated accounts, Eltel applies the standard IFRS 15 Revenue from Contracts with Customers for its revenue recognition. This means that performance obligations relevant to the projects Eltel carries out on behalf of its customers are normally fulfilled over time. It also means that revenues are being recognized over time successively), where progress is measured in relation to the complete fulfillment of Eltel’s performance obligations. The projects’ results (“profit calculation”) are therefore also reported successively, in relation to the degree/percentage of completion of each project. The percentage of completion depends on the actual project costs associated with the total projected costs. The latter may change during the life cycle of the projects, which in turn may have a significant impact on the projects’ reported revenues and results.Unforeseeable costs may also need to be included in the assessments in order to take project risks or disputed claims into account. These items are regularly assessed by the Group and adjusted if necessary. Expected losses are fully recognized as expenses as soon as they are known. Revenues from project alterations and additional work are recognized on the basis of what is judged to be received. Based on the above, there is, in total, a large element of assessments on the part of Eltel in this area, which in turn affects the reporting of revenues and results.
Response in the audit
We have obtained information about and evaluated management’s process for reviewing projects, including the procedures they use for identifying and reporting loss-making and/or high-risk projects. Project managers and project controllers within Eltel have also been involved in this work. In addition, we have tested whether Eltel’s more important project-related controls have been effective throughout the year, such as approvals of contracts and time reporting, ongoing follow-up and reporting of project costs, and profitability. We have also evaluated controls related to costs for subcontractors and other purchases. Furthermore, we have performed sample testing; for example, we have examined whether costs allocated to the projects correspond to data/documentation, and whether both the cost and revenue recognition is true and fair. We have also assessed whether risks and opportunities in projects are reflected in a balanced way in the project forecasts.
Annual Report 2025 126
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report
• Corporate Governance report
• Consolidated financial statements
• Parent Company financial statements
• Signatures
› Auditor's report
• Auditor's limited assurance report of sustainability statement
Other +
Valuation of goodwill (group) and shares in group companies (parent company)
See disclosure 27 (group) and disclosure 9 (parent company) and accounting principles on page 94 (group) and on page 121 (parent company) in the annual account and consolidated accounts for detailed information and description of the matter.
Description of key audit matter
The carrying value of goodwill for the Group as at 31 December 2025 amounted to 253,7 MEUR, which is approximately 39% of total assets. Goodwill, which is required to be tested annually for impairment, is a complex area which is heavily dependent on judgment. Under IFRS, the impairment test should be performed in line with a specific method where management needs to make judgments of future conditions and plans, both internal and external. An example of these judgments is forecasts of future cash flows which, among other things, call for assumptions to be made about future developments and market conditions. Another important assumption is the discount rate that should be used to reflect market-based assessments of the time value of money and the particular risks that the business faces. The carrying value of shares in Group companies in the parent company as at 31 December 2025 amounted to 68,3 MEUR. If the carrying amount of the shares exceeds the consolidated value of the respective group company, the same type of testing is carried out, with the same technique and input values, as for goodwill in the Group.
Response in the audit
We have reviewed whether the goodwill impairment tests carried out by Eltel were performed in accordance with the prescribed accounting method. We have further considered the reasonableness of the assumptions in the cashflow forecasts, as well as the discount rate used, through an evaluation of the Group’s internal written documentation and forecasts. We have also interviewed management and evaluated previous years’ assessments in relation to actual outcomes. Another important part of our work has been to review the Group’s sensitivity analysis of its own assessments to evaluate how reasonable changes in the assumptions may impact the valuations. Furthermore, we have considered the completeness of the disclosures in the annual report and evaluated whether they are in line with the assumptions made in the Group’s impairment tests, and that they correspond in material aspects to the information that should be provided in accordance with IFRS.
Other Information than the annual accounts and consolidated accounts
This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-67 and 131-139. The other information comprises also of the remuneration report which we obtained prior to the date of this auditor’s report. The Board of Directors and the Managing Director are responsible for this other information. Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act and, concerning the consolidated accounts, in accordance with IFRS Accounting Standards as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts and consolidated accounts
The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so.
The Audit Committee shall, without prejudice to the Board of Director’s responsibilities and tasks in general, among other things oversee the company’s financial reporting process.
Auditor’s responsibility
Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of the company’s internal control relevant to our audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Managing Director.
Annual Report 2025 127
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
• Board of Directors' report
• Corporate Governance report
• Consolidated financial statements
• Parent Company financial statements
• Signatures
› Auditor's report
• Auditor's limited assurance report of sustainability statement
Other +
• Conclude on the appropriateness of the Board of Directors’ and the Managing Director's, use of the going concern basis of accounting in preparing the annual accounts and consolidated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncertainty exists related to events or conditions that may cast significant doubt on the company’s and the group's ability to continue as a going concern.If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the annual accounts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company and a group to cease to continue as a going concern.
* Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and con- solidated accounts represent the underlying transactions and events in a manner that achieves fair presentation.
* Plan and perform the group audit to obtain sufficient and appropriate audit evidence regarding the financial informa- tion of the entities or business units within the group as a basis for forming an opinion on the consolidated accounts.
We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our opinions. We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any sig- nificant deficiencies in internal control that we identified. We must also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, measures that have been taken to eliminate the threats or related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the annual accounts and consolidated accounts, including the most important assessed risks for material misstatement, and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes disclosure about the matter.
Report on other legal and regulatory requirements
Auditor's audit of the administration and the proposed appropriations of profit or loss
Opinions
In addition to our audit of the annual accounts and consoli- dated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Eltel AB (publ) for the year 2025 and the proposed appropriations of the company's profit or loss. We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Director be dis- charged from liability for the financial year.
Basis for Opinions
We conducted the audit in accordance with generally accept- ed auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Respon- sibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinions.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors is responsible for the proposal for ap- propriations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group’s equity, consolida- tion requirements, liquidity and position in general. The Board of Directors is responsible for the company’s organization and the administration of the company’s affairs. This includes among other things continuous assessment of the company’s and the group's financial situation and ensuring that the company's organization is designed so that the ac- counting, management of assets and the company’s financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.
Auditor’s responsibility
Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assur- ance whether any member of the Board of Directors or the Managing Director in any material respect:
* has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
* in any other way has acted in contravention of the Com- panies Act, the Annual Accounts Act or the Articles of Association.
Our objective concerning the audit of the proposed appropri- ations of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with gener- ally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the compa- ny, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act.
As part of an audit in accordance with generally accepted au- diting standards in Sweden, we exercise professional judgment and maintain professional skepticism throughout the audit. The examination of the administration and the proposed ap- propriations of the company’s profit or loss is based primarily on the audit of the accounts. Additional audit procedures performed are based on our professional judgment with start- ing point in risk and materiality. This means that we focus the examination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company’s situation. We examine and test decisions undertaken, support for deci- sions, actions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors’ proposed appropria- tions of the company’s profit or loss we examined whether the proposal is in accordance with the Companies Act.
Annual Report 2025 128
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Parent Company financial statements
* Signatures
Auditor's report
Auditor's limited assurance report of sustainability statement
Other +
The auditor’s examination of the ESEF report
Opinion
In addition to our audit of the annual accounts and consol- idated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the ESEF report) pursuant to Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528) for Eltel AB (publ) for year 2025. Our examination and our opinion relate only to the statutory requirements. In our opinion, the ESEF report has been prepared in a format that, in all material respects, enables uniform electronic reporting.
Basis for opinion
We have performed the examination in accordance with FAR’s recommendation RevR 18 Examination of the ESEF report. Our responsibility under this recommendation is described in more detail in the Auditors’ responsibility section. We are independ- ent of Eltel AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are respon- sible for the preparation of the ESEF report in accordance with the Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Directors and the Managing Director determine is necessary to prepare the ESEF report without material misstatements, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to obtain reasonable assurance whether the ESEF report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), based on the procedures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the ESEF report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Mis- statements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the ESEF report.The audit firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the ESEF report has been prepared in a format that enables uniform electronic reporting of the annual accounts and consolidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design procedures that are appropriate in the circumstances, the auditor considers those elements of internal control that are relevant to the preparation of the ESEF report by the Board of Directors and the Managing Director, but not for the purpose of expressing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriateness and reasonableness of the assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a validation that the ESEF report has been prepared in a valid XHTML format and a reconciliation of the ESEF report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the consolidated statement of financial performance, financial position, changes in equity, cash flow and disclosures in the ESEF report have been marked with iXBRL in accordance with what follows from the ESEF regulation.
The auditor's examination of the corporate governance statement
The Board of Directors is responsible for that the corporate governance statement on pages 77-86 has been prepared in accordance with the Annual Accounts Act. Our examination of the corporate governance statement is conducted in accordance with FAR´s standard RevR 16 The auditor´s examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions. A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act.
KPMG AB, Box 382, 101 27, Stockholm, was appointed auditor of Eltel AB (publ) by the general meeting of the shareholders on the 13 May 2025. KPMG AB or auditors operating at KPMG AB have been the company's auditor since 2018.
Stockholm 25 March 2026
KPMG AB
Fredrik Westin
Authorized Public Accountant
Annual Report 2025 129
Auditor’s limited assurance report of Eltel AB (publ)'s sustainability statement
To the general meeting of the shareholders of Eltel AB (publ), corporate identity number 556728-6652.
Conclusion
We have conducted a limited assurance engagement of the sustainability statement for Eltel AB (publ) (the “company”) for the financial year 2025. The sustainability statement is included on pages 26–67 in this document. Based on our limited assurance engagement as described in the section Auditor's responsibility, nothing has come to our attention that causes us to believe that the sustainability statement does not, in all material respects, meet the requirements of the Swedish Annual Accounts Act which includes,
- whether the sustainability statement meets the requirements of ESRS,
- whether the process the company has carried out to identify reported sustainability information has been conducted as described in the sustainability statement, and
- compliance with the reporting requirements of the EU's Green Taxonomy Regulation Article 8.
Basis for conclusion
We have conducted the assurance engagement in accordance with FAR's recommendation RevR 19 The auditor’s limited assurance regarding the statutory sustainability statement. Our responsibility according to this recommendation is further described in the section Auditor's responsibility. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
Other matters
The sustainability information for the prior year has not been subject to any assurance, and consequently no assurance of the comparative information in the sustainability statement for 2025 has been performed.
Information other than the sustainability statement
This document also contains information other than the sustainability statement and is found on pages [A-B]. The Board of Directors and the Chief Executive Officer are responsible for this other information. Our conclusion on the sustainability statement does not cover this other information and we do not express any form of assurance conclusion regarding this other information. In connection with our limited assurance engagement on the sustainability statement, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the sustainability statement. In this procedure we also take into account our knowledge otherwise obtained in the limited assurance engagement and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this information, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors and the Chief Executive Officer
The Board of Directors and the Chief Executive Officer are responsible for the preparation of sustainability statement in accordance with Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act, and for such internal control as they determine is necessary to enable the preparation of the sustainability statement that is free from material misstatements, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express a conclusion with limited assurance on whether the sustainability statement has been prepared in accordance with Chapter 6, Sections 12–12f of the Swedish Annual Accounts Act based on our review. The limited assurance engagement has been conducted in accordance with FAR's recommendation RevR 19 The auditor’s limited assurance regarding the statutory sustainability statement. This recommendation requires that we plan and perform our procedures to obtain limited assurance that the sustainability statement is prepared in accordance with these requirements. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. This means that it is not possible for us to obtain such assurance that we become aware of all significant matters that could have been identified if a reasonable assurance engagement had been performed.
Our firm applies ISQM 1 (International Standard on Quality Management), which requires the firm to design, implement and operate a system of quality management, including policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements. We are independent of Eltel AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.
A limited assurance engagement involves performing procedures to obtain evidence to support the sustainability statement. The auditor selects the procedures to be performed, including assessing the risks of material misstatements in the sustainability statement, whether due to fraud or error. In this risk assessment, the auditor considers the parts of the internal control that are relevant to how the Board of Directors and the Chief Executive Officer prepare the sustainability statement, in order to design procedures that are appropriate under the circumstances, but not for the purpose of providing a conclusion on the effectiveness of the company’s internal control. The review consists of making inquiries, primarily of persons responsible for the preparation of the sustainability statement, performing analytical review, and conducting other limited review procedures.
In conducting our limited assurance engagement, with respect to the process undertaken to identify the sustainability information to be reported, we have:
- Obtained an understanding of the Process by:
- performing inquiries to understand the sources of the information used by management; and
- reviewing the company’s internal documentation of its Process; and
- Evaluated whether the evidence obtained from our review procedures regarding the Process implemented by the company was consistent with the description of the Process set out in the sustainability statement.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements +
* Board of Directors' report
* Corporate Governance report
* Consolidated financial statements
* Parent Company financial statements
* Signatures
* Auditor's report
* Auditor's limited assurance report of sustainability statement
Other + Annual Report 2025 130In conducting our limited assurance engagement, with respect to the sustainability statement, we have performed, but were not limited to, the following:
* Through inquiries, obtained a general understanding of the company's reporting and consolidation processes, including the company's internal control environment and information systems, relevant to the preparation of information in the sustainability statement.
* Evaluated whether information identified as material through the process the company has carried out is also included in the sustainability statement.
* Evaluated whether the structure and the presentation of the sustainability statement is in accordance with the requirements of the ESRS.
* Performed inquiries with relevant personnel on selected disclosures in the sustainability statement.
* Performed substantive procedures through sample testing on selected disclosures in the sustainability statement.
* Through inquiries, obtained understanding of the methods used to develop material estimates and how these methods were applied.
* Through inquiries, obtained a general understanding of the process to identify economic activities which are eligible and aligned with the EU Green Taxonomy, and the corresponding disclosures in the sustainability statement.
* Performed substantive procedures through sample testing on selected disclosures in the sustainability statement related to the EU Green Taxonomy.
Inherent limitations in preparing the sustainability statement
In reporting forward-looking information in accordance with ESRS, the Board of Directors and the Chief Executive Officer of Eltel AB (publ) are required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by Eltel AB (publ). Actual outcomes are likely to be different since anticipated events frequently do not occur as expected.
Stockholm, 25 March 2026
KPMG AB
Fredrik Westin
Authorized Public Accountant
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + • Board of Directors' report • Corporate Governance report • Consolidated financial statements • Parent Company financial statements • Signatures • Auditor's report › Auditor's limited assurance report of sustainability statement Other + Annual Report 2025 131
Other Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other + • The Eltel share • Five-year summary • Quarterly figures • Definitions and key ratios • Calculation of key figures • Contact information Annual Report 2025 132
The Eltel share
Eltel’s share is listed on Nasdaq Stockholm Small Cap under the trading symbol “ELTEL”.
Share capital
At the end of the financial period 2025, the total number of shares amounts to 160,585,581 divided into 156,736,781 ordinary shares with one vote per share and 3,848,800 C shares with 1/10 vote per share. The share capital entered in the trade register per 31 December 2025 is EUR 1,605,856.
Shareholders
As per 31 December 2025, Eltel has 3,380 shareholders. The four largest shareholders of Eltel AB are Solero Luxco S.á.r.l. 16.4% (a company controlled by Triton Funds), Wipunen Varainhallinta Oy 14.9%, the Fourth Swedish National Pension Fund (AP4) 9.5%, and Torpanmaa Oy (former name Heikintorppa Oy) 8.7%. The four largest shareholders referred above together represent 49.5% of the votes in the company.
Price development and trading volumes
Eltel’s share price increased in 2025. The closing price on 30 December 2025 was SEK 9.16, an increase of 42% over the year. The highest closing price was SEK 12.20 on 8 July 2025 and the lowest was SEK 6.10 on 4 February 2025. At year-end, Eltel’s market capitalization was SEK 1,471 million. The trading volume on Nasdaq Stockholm was 20,383,580 shares, equivalent to a turnover of SEK 15,135,299,896. Eltel shares were mainly traded on Nasdaq Stockholm, 74.3% and Cboe, 21.3% and in small volumes in other marketplaces, 4.4%.
The dividend policy
A dividend policy has been adopted whereby 50% of Eltel’s consolidated net profit shall be paid in dividends over time (with flexibility in relation to the pay-out ratio).
Analysts
Eltel is followed by ABG Sundal Collier and Inderes.
Eltel share in 2025 (SEK)
| 0 | 250,000 | 500,000 | 750,000 | 1,000,000 | 1,250,000 | 1,500,000 | 1,750,000 | 2,000,000 | |
|---|---|---|---|---|---|---|---|---|---|
| 0 | |||||||||
| 2 | |||||||||
| 4 | |||||||||
| 6 | |||||||||
| 8 | |||||||||
| 10 | |||||||||
| 12 | |||||||||
| 14 | |||||||||
| 16 | |||||||||
| Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct |
| SEK | |||||||||
| Volume |
Source: Modular Finance AB.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other + › The Eltel share • Five-year summary • Quarterly figures • Definitions and key ratios • Calculation of key figures • Contact information Annual Report 2025 133
Eltel’s top 10 shareholders on 31 December 2025
| Shareholders | Number of shares | % of shares | % of votes |
|---|---|---|---|
| Solero Luxco S.á.r.l. 1) | 25,683,845 | 16.0 | 16.4 |
| Wipunen Varainhallinta Oy | 23,450,000 | 14.6 | 14.9 |
| Fourth Swedish National Pension Fund | 14,927,060 | 9.3 | 9.5 |
| Torpanmaa Oy 2) | 13,600,000 | 8.5 | 8.7 |
| Mariatorp Oy | 10,000,000 | 6.2 | 6.4 |
| Etola Group | 9,285,000 | 5.8 | 5.9 |
| Mandatum Life Insurance Company | 8,510,863 | 5.3 | 5.4 |
| Fidelity International (FIL) | 7,587,092 | 4.7 | 4.8 |
| Fennia Group | 5,595,000 | 3.5 | 3.6 |
| Drumbo Oy | 3,100,000 | 1.9 | 2.0 |
| Total | 121,738,860 | 75.8 | 77.5 |
| Other shareholders | 34,997,921 | 21.8 | 22.3 |
| Total ordinary shares in Eltel AB | 156,736,781 | ||
| Total C shares in Eltel AB 3) | 3,848,800 | 2.4 | 0.2 |
| Total shares in Eltel AB | 160,585,581 | 100.0 | 100.0 |
1) Company controlled by Triton Funds.
2) Former name Heikintorppa Oy.
3) The C shares are held by Eltel.
Ownership structure on 31 December 2025
| Holding size | Number of known owners | Number of shares | % of shares | % of votes | Share of known owners |
|---|---|---|---|---|---|
| 1–1,000 | 2,482 | 607,249 | 0.4 | 0.4 | 73.4 |
| 1,001–5,000 | 586 | 1,410,469 | 0.9 | 0.9 | 17.3 |
| 5,001–10,000 | 114 | 854,473 | 0.5 | 0.5 | 3.4 |
| 10,001–50,000 | 128 | 2,797,531 | 1.7 | 1.8 | 3.8 |
| 50,001–100,000 | 17 | 1,350,342 | 0.8 | 0.9 | 0.5 |
| 100,001–500,000 | 32 | 8,404,667 | 5.2 | 5.3 | 0.9 |
| 500,001–1,000,000 | 6 | 4,490,243 | 2.8 | 2.9 | 0.2 |
| 1,000,001–5,000,000 | 6 | 12,647,019 | 7.9 | 5.8 | 0.2 |
| 5,000,001–10,000,000 | 5 | 40,977,955 | 25.5 | 26.1 | 0.1 |
| 10,000,001– | 4 | 77,660,905 | 48.4 | 49.4 | 0.1 |
| Unknown holding size | 0 | 9,384,728 | 5.8 | 6.0 | 0.0 |
| Total | 3,380 | 160,585,581 | 100.0 | 100.0 | 100.0 |
Source: Monitor by Modular Finance AB.
Geographic distribution of shareholders 31 Dec 2025
| Finland | 53.5% |
| Sweden | 19.2% |
| Luxembourg | 16.0% |
| United Kingdom | 4.7% |
| Norway | 0.2% |
| Other | 0.5% |
| Unknown country | 5.8% |
Source: Modular Finance AB.
Ownership by sector on 31 Dec 2025
| Investment & PE | 39.1% |
| Pension & Insurance | 18.1% |
| Private Individuals | 14.5% |
| Fund company | 7.5% |
| Treasury Shares | 2.4% |
| State, municipal & county | 0.1% |
| Other | 12.5% |
| Unknown owner type | 5.8% |
Source: Modular Finance AB.
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other + › The Eltel share • Five-year summary • Quarterly figures • Definitions and key ratios • Calculation of key figures • Contact information Annual Report 2025 134
Five-year summary
Condensed consolidated income statement
EUR million
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Net sales | 817.8 | 828.7 | 850.1 | 823.6 | 812.6 |
| Cost of sales | -712.7 | -736.8 | -774.5 | -748.9 | -724.5 |
| Gross profit | 105.1 | 91.8 | 75.6 | 74.7 | 88.1 |
| Other income | 3.5 | 4.3 | 3.5 | 0.9 | 5.5 |
| Expenses | -89.2 | -114.1 | -84.4 | -77.6 | -79.1 |
| Operating result (EBIT) | 19.4 | -18.0 | -5.3 | -2.0 | 14.5 |
| Financial expenses, net | -14.1 | -12.7 | -12.7 | -9.5 | -5.8 |
| Result before taxes | 5.3 | -30.7 | -17.9 | -11.4 | 8.7 |
| Taxes | -2.1 | 1.6 | 10.3 | -3.5 | -3.7 |
| Net result | 3.2 | -29.1 | -7.6 | -14.9 | 4.9 |
Cash flow from operating activities
EUR million
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Operating result (EBIT) | 19.4 | -18.0 | -5.3 | -2.0 | 14.5 |
| Depreciation and amortization | 29.7 | 34.7 | 30.1 | 29.8 | 32.1 |
| EBITDA | 49.1 | 16.7 | 24.8 | 27.8 | 46.5 |
| Changes in working capital | -3.5 | -2.5 | 29.4 | 4.6 | -10.1 |
| Total financial expenses and taxes | -14.7 | -13.3 | -15.3 | -12.5 | -6.7 |
| Gain/loss on sales of assets and business | -0.1 | 22.8 | -0.1 | -0.1 | -2.6 |
| Other | 1.2 | 3.7 | -4.9 | -3.4 | -4.8 |
| Cash flow from operating activities | 32.0 | 27.5 | 34.0 | 16.4 | 22.3 |
Key figures
EUR million
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Net sales | 817.8 | 828.7 | 850.1 | 823.6 | 812.6 |
| Net sales growth, % | -1.3 | -2.5 | 3.2 | 1.4 | -13.4 |
| Adjusted EBITDA | 50.4 | 45.2 | 31.8 | 27.8 | 46.6 |
| Adjusted EBITA | 20.7 | 10.5 | 1.7 | -1.9 | 14.8 |
| Adjusted EBITA margin, % | 2.5 | 1.3 | 0.2 | -0.2 | 1.8 |
| Items affecting comparability 1) | -1.3 | -28.5 | -7.0 | – | -0.1 |
| EBITDA | 49.1 | 16.7 | 24.8 | 27.8 | 46.5 |
| Operating result (EBIT) | 19.4 | -18.0 | -5.3 | -2.0 | 14.5 |
| EBIT margin, % | 2.4 | -2.2 | -0.6 | -0.2 | 1.8 |
| Result before taxes | 5.3 | -30.7 | -17.9 | -11.4 | 8.7 |
| Net result for the year | 3.2 | -29.1 | -7.6 | -14.9 | 4.9 |
| Earnings per share EUR, basic and diluted | 0.00 | -0.21 | -0.07 | -0.10 | 0.03 |
| Return on equity (ROE), % 2) | 1.9 | -16.0 | -3.7 | -6.8 | 2.2 |
| Leverage ratio 2) | 2.8 | 2.5 | 3.2 | 4.5 | 2.6 |
| Net working capital | -60.4 | -61.3 | -49.8 | -21.0 | -16.0 |
| Number of personnel, average, FTE | 3,894 | 4,550 | 5,024 | 5,053 | 5,176 |
1) Includes restructuring and resizing costs, gains and losses from divestment of businesses and from valuation of divested assets as held for sale.
2) Calculated on a rolling 12-month basis.# Annual Report 2025 135
Quarterly figures
Quarterly key financial figures for the Group
| 2025 | Full-year | 2024 | Full-year | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| EUR million | Oct–Dec | Jul–Sep | Apr–Jun | Jan–Mar | Oct–Dec | Jul–Sep | Apr–Jun | Jan–Mar | ||
| Net sales | 817.8 | 239.0 | 208.2 | 201.0 | 169.6 | 828.7 | 226.1 | 210.3 | 216.0 | 176.3 |
| Net sales growth, % | -1.3 | 5.7 | -1.0 | -6.9 | -3.8 | -2.5 | -5.9 | -1.4 | 3.8 | -6.4 |
| Adjusted EBITDA | 50.4 | 16.0 | 16.4 | 10.3 | 7.8 | 45.2 | 14.2 | 19.0 | 8.4 | 3.6 |
| Adjusted EBITA | 20.7 | 8.3 | 9.1 | 2.5 | 0.9 | 10.5 | 5.7 | 8.2 | 0.5 | -4.0 |
| Adjusted EBITA margin, % | 2.5 | 3.5 | 4.3 | 1.2 | 0.5 | 1.3 | 2.5 | 3.9 | 0.2 | -2.3 |
| Items affecting comparability 1) | -1.3 | – | -0.3 | -0.5 | -0.6 | -28.5 | -1.6 | -3.8 | 0.0 | -23.2 |
| EBITDA | 49.1 | 16.0 | 16.1 | 9.8 | 7.2 | 16.7 | 12.6 | 15.2 | 8.5 | -19.6 |
| Operating result (EBIT) | 19.4 | 8.3 | 8.8 | 2.0 | 0.3 | -18.0 | 4.2 | 4.5 | 0.5 | -27.2 |
| EBIT margin, % | 2.4 | 3.5 | 4.2 | 1.0 | 0.2 | -2.2 | 1.9 | 2.1 | 0.2 | -15.4 |
| Result before taxes | 5.3 | 4.0 | 3.9 | -0.6 | -2.0 | -30.7 | 0.9 | 0.8 | -2.3 | -30.2 |
| Net result for the period | 3.2 | 3.6 | 3.0 | -0.8 | -2.7 | -29.1 | 3.9 | 0.3 | -2.7 | -30.5 |
| Earnings per share EUR, basic | 0.00 | 0.02 | 0.02 | -0.01 | -0.02 | -0.21 | 0.02 | -0.01 | -0.02 | -0.20 |
| Earnings per share EUR, diluted | 0.00 | 0.02 | 0.02 | -0.01 | -0.02 | -0.21 | 0.02 | -0.01 | -0.02 | -0.20 |
| Return on equity (ROE), % 2) | 1.9 | 1.9 | 2.2 | 0.4 | -0.8 | -16.0 | -16.0 | -12.9 | -12.2 | -12.8 |
| Leverage ratio 2) | 2.8 | 2.8 | 3.5 | 2.8 | 2.1 | 2.5 | 2.5 | 3.5 | 3.6 | 3.5 |
| Net working capital | -60.4 | -60.4 | -31.0 | -59.2 | -76.3 | -61.3 | -61.3 | -33.5 | -54.3 | -59.0 |
| Number of personnel, average, FTE | 3,894 | 3,781 | 3,869 | 3,932 | 3,992 | 4,550 | 4,226 | 4,372 | 4,717 | 4,885 |
1) Items affecting comparability include costs related to divestments, restructuring and resizing expenses.
2) Calculated on a rolling 12-month basis.
Annual Report 2025 136
Quarterly key financial figures for the Group
| EUR million | 2025 | Full-year | 2024 | Full-year | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Oct–Dec | Jul–Sep | Apr–Jun | Jan–Mar | Oct–Dec | Jul–Sep | Apr–Jun | Jan–Mar | |||
| NET SALES | ||||||||||
| Finland | 351.1 | 102.4 | 101.5 | 85.0 | 62.1 | 357.7 | 101.4 | 101.3 | 92.6 | 62.4 |
| Sweden | 239.2 | 74.8 | 53.0 | 58.3 | 53.1 | 211.8 | 59.5 | 51.6 | 50.9 | 49.8 |
| Denmark & Germany | 125.6 | 35.0 | 28.7 | 31.4 | 30.5 | 129.6 | 35.8 | 28.9 | 34.4 | 30.4 |
| Norway | 100.0 | 26.5 | 24.4 | 25.8 | 23.3 | 114.9 | 29.8 | 27.8 | 31.6 | 25.7 |
| Sum segments | 815.8 | 238.6 | 207.6 | 200.5 | 169.1 | 814.0 | 226.5 | 209.7 | 209.6 | 168.3 |
| Group Support Functions | 9.3 | 2.6 | 2.4 | 2.5 | 1.9 | 24.3 | 3.0 | 2.9 | 9.0 | 9.4 |
| Eliminations | -7.4 | -2.3 | -1.9 | -1.9 | -1.3 | -9.7 | -3.4 | -2.3 | -2.5 | -1.5 |
| Net sales, total | 817.8 | 239.0 | 208.2 | 201.0 | 169.6 | 828.7 | 226.1 | 210.3 | 216.0 | 176.3 |
| ADJUSTED EBITA | ||||||||||
| Finland | 20.3 | 6.4 | 8.8 | 3.5 | 1.7 | 15.7 | 6.3 | 7.3 | 2.4 | -0.3 |
| % of net sales | 5.8% | 6.2% | 8.7% | 4.1% | 2.7% | 4.4% | 6.2% | 7.2% | 2.6% | -0.5% |
| Sweden | 7.7 | 3.9 | 1.0 | 1.3 | 1.5 | 6.1 | 2.5 | 2.2 | 1.0 | 0.5 |
| % of net sales | 3.2% | 5.3% | 1.8% | 2.3% | 2.8% | 2.9% | 4.2% | 4.2% | 2.0% | 1.0% |
| Denmark & Germany | 5.9 | 0.8 | 1.1 | 1.5 | 2.4 | 6.5 | 2.5 | 1.4 | 1.3 | 1.3 |
| % of net sales | 4.7% | 2.4% | 3.9% | 4.8% | 7.9% | 5.0% | 7.1% | 4.9% | 3.8% | 4.2% |
| Norway | -1.8 | 0.0 | 0.4 | -0.4 | -1.8 | -5.7 | -2.3 | -0.7 | -1.0 | -1.7 |
| % of net sales | -1.8% | 0.1% | 1.7% | -1.6% | -7.9% | -4.9% | -7.7% | -2.5% | -3.1% | -6.5% |
| Sum segments | 32.1 | 11.2 | 11.3 | 5.9 | 3.7 | 22.6 | 9.0 | 10.2 | 3.7 | -0.3 |
| % of net sales | 3.9% | 4.7% | 5.4% | 2.9% | 2.2% | 2.8% | 4.0% | 4.9% | 1.8% | -0.2% |
| Group Support Functions | -11.4 | -2.9 | -2.2 | -3.4 | -2.9 | -12.2 | -3.3 | -1.9 | -3.2 | -3.8 |
| Adjusted EBITA | 20.7 | 8.3 | 9.1 | 2.5 | 0.9 | 10.5 | 5.7 | 8.2 | 0.5 | -4.0 |
| % of net sales | 2.5% | 3.5% | 4.3% | 1.2% | 0.5% | 1.3% | 2.5% | 3.9% | 0.2% | -2.3% |
Annual Report 2025 137
Definitions and key ratios
Eltel applies ESMA’s (European Securities and Markets Authority) guidelines for alternative performance measures (APM). In addition to the financial measures defined in IFRS, certain key figures, which qualify as alternative performance measures (APMs) are presented to reflect the underlying business performance, facilitate analysis of the Group’s development as followed by Group Management and enhance comparability from period to period. The definition of these key figures is presented below and relevant information enabling reconciliations to IFRS measures can be found in connection with relevant parts of the report. These APMs should not be considered as a substitute for measures in accordance with IFRS.
IFRS Key ratios
| Key figure | Definition and reason for use | Reference |
|---|---|---|
| Earnings per share (EPS) | Net result attributable to equity holders of the parent – interest on hybrid bond | |
| Weighted average number of ordinary shares |
Alternative performance measures (APMs)
| Key figure | Definition and reason for use | Reference |
|---|---|---|
| Adjusted EBITA and -margin | Adjusted EBITA and -margin, % are used to measure business and segment profitability. Income statement items below adjusted EBITA are not allocated to segments. Adjusted EBITA: Operating result before acquisition-related amortizations and items affecting comparability. | Note 3: segment results |
| Adjusted EBITA margin, % | Adjusted EBITA x 100 / Net sales | |
| Adjusted EBITA and -margin, % for segments represent the sum of segments: Finland, Sweden, Denmark & Germany and Norway. | ||
| Items affecting comparability | These include capital gains and/or losses and transaction costs related to divestments and acquisitions, restructuring and resizing expenses and other items that according to Eltel’s management’s assessment are not related to normal business operations. | Note 3: segment results |
| EBITDA and adjusted EBITDA | EBITDA is operating result (EBIT) before depreciations and amortizations. Adjusted EBITDA excludes items affecting comparability. Adjusted EBITDA is used in calculating the leverage ratio. | Five-year summary: Cash flow from operating activities |
| EBIT margin | Operating result (EBIT) and -margin, % are used to measure profitability before interest and taxes. | Income statement |
| EBIT margin, % | EBIT x 100 / Net sales | |
| Key figure | Definition and reason for use | Reference |
| Return on equity (ROE), % | Return on equity (ROE), % represents the rate of return that shareholders receive on their investments. | Income statement and balance sheet |
| Return on equity (ROE), % 1) | Net result x 100 / Total equity (average over the reporting period) | |
| Net debt and leverage ratio | Net debt represents Eltel’s indebtedness. It is used to monitor capital structure and financial capacity. It is also used in calculating the leverage ratio. | |
| Net debt: | Interest-bearing debt – cash and cash equivalents | Note 14.4 |
| Leverage ratio 1) | Net debt / Adjusted EBITDA | |
| Net working capital | Net working capital is used to follow the amount of capital needed for the business to operate. Used also as a factor to calculate operative capital employed. | Note 3: Net working capital and operative capital employed |
| Net of inventories, trade and other receivables, provisions, advances received and trade and other payables, excluding items in these balance sheet items that are not considered to form part of operative working capital: derivative valuations and income tax liabilities. | ||
| Operative capital employed | Operative capital employed is the amount of net operating assets the business uses in its operations. | Note 3: Net working capital and operative capital employed |
| Net working capital + Intangible assets excluding goodwill and acquisition-related allocations + Property, plant and equipment and Right-of-use assets | ||
| Committed order backlog | Committed order backlog is the total value of committed orders received but not yet recognized as sales. It does not include frame agreements unless a binding purchase order has been received. It is the best measure of unsatisfied performance obligations according to IFRS 15 Revenue from contracts with customer. | Note 4: Committed order backlog by business and service type |
1) Calculated on a rolling 12 month basis.
Annual Report 2025 138
Adjusted EBITA and -margin, EBIT margin, Items affecting comparability
| EUR million | Jan–Dec 2025 | Jan–Dec 2024 |
|---|---|---|
| Net sales | 817.8 | 828.7 |
| Operating result (EBIT) | 19.4 | -18.0 |
| Restructuring and resizing | -1.3 | -5.3 |
| Divestments | – | -23.1 |
| Items affecting comparability | 1.3 | 28.5 |
| Adjusted EBITA | 20.7 | 10.5 |
| Adjusted EBITA margin, % | 2.5% | 1.3% |
| EBIT margin, % | 2.4% | -2.2% |
EBITDA and Adjusted EBITDA
| EUR million | Jan–Dec 2025 | Jan–Dec 2024 |
|---|---|---|
| Operating result (EBIT) | 19.4 | -18.0 |
| Depreciations | 29.7 | 34.7 |
| EBITDA | 49.1 | 16.7 |
| Items affecting comparability | 1.3 | 28.5 |
| Adjusted EBITDA | 50.4 | 45.2 |
Return on equity (ROE), %
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Net result for the period | 3.2 | -29.1 |
| Total equity | 168.9 | 189.3 |
| Average over the reporting period | 179.1 | 181.5 |
| Return on equity (ROE), % | 1.8% | -16.0% |
Net debt and Leverage ratio
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Interest-bearing debt | 130.1 | 76.3 |
| Leasing liabilities | 55.6 | 58.7 |
| Allocation of effective interest to periods | 0.0 | 0.2 |
| Cash and cash equivalents | -43.8 | -21.3 |
| Net debt | 141.9 | 114.0 |
| Adjusted EBITDA | 50.4 | 45.2 |
| Leverage ratio | 2.8 | 2.5 |
Net working capital and Operative capital employed
| EUR million | 31 Dec 2025 | 31 Dec 2024 |
|---|---|---|
| Inventories | 38.3 | 19.3 |
| Trade and other receivables | 186.6 | 165.3 |
| Provisions | -8.9 | -8.4 |
| Advances received | -82.6 | -51.4 |
| Trade and other payables | -173.0 | -152.0 |
| Other | -20.8 | -34.1 |
| Net working capital | -60.4 | -61.3 |
| Intangible assets excluding acquisition-related allocations | 4.8 | 4.1 |
| Property, plant and equipment | 5.6 | 5.9 |
| Right-of-use-assets | 53.5 | 53.5 |
| Restructuring provisions | -0.1 | -0.5 |
| Operative capital |
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other + • The Eltel share • Five-year summary • Quarterly figures • Definitions and key ratios › Calculation of key figures • Contact information
Annual Report 2025 139
Contact information
Tarja Leikas
CFO
Phone: +358 40 730 77 62
E-mail: [email protected]
Alexandra Kärnlund
Director, Communications
Phone: +46 70 91 00 903
E-mail: [email protected]
Eltel AB
Visiting address: Adolfsbergsvägen 13, Bromma
POB 126 23
SE-112 92 Stockholm, Sweden
Telephone: +46 8 585 376 00
E-mail: [email protected]
www.eltelgroup.com
Financial calendar 2026–2027
| Event | Date |
|---|---|
| Annual General Meeting 2026 | 12 May 2026 |
| Interim report January–March 2026 | 30 April 2026 |
| Half-year report 2026 | 21 July 2026 |
| Interim report January–September 2026 | 29 October 2026 |
| Full-year report 2026 | February 2027 |
Production Eltel and Paues Åberg Communications
Overview + Markets and solutions + Segments + Sustainability + Sustainability Statement + Financial Statements + Other + • The Eltel share • Five-year summary • Quarterly figures • Definitions and key ratios • Calculation of key figures › Contact information
Annual Report 2025 140