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ING-GRAD d.d. — Annual Report (ESEF) 2025
Apr 29, 2026
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Download source fileING-GRAD d.d. ANNUAL REPORT for the financial year ended 31 December 2025
April 2026
CONTENT
| Section | Page |
|---|---|
| Management report for the financial year ended 31 December 2025 | 1-14 |
| Statement of Management Responsibility | 15-16 |
| Statement on the Application of the Corporate Governance Code | 17-22 |
| Independent Auditor's Report | 23-28 |
| Financial Statements | 29-81 |
| Statement of profit or loss and other comprehensive income | 30 |
| Statement of financial position | 31 |
| Statement of changes in equity | 32 |
| Statement of cash flows | 33 |
| Notes to the financial statements | 34-81 |
| Management Board decision on the Company’s Annual Report for 2025 | 82 |
| Supervisory Board approval of the Company's Annual Report for 2025 | 83 |
| Management Board proposal on the use of profit for 2025 | 84 |
| Supervisory Board approval of the proposal on the use of profit for 2025 | 85 |
1. GENERAL INFORMATION ABOUT THE COMPANY
1.1. Company Profile and History
ING-GRAD d.d. (“the Company”) began operations as a sole proprietorship in 1985 in Zagreb, and has been operating as a company under its current name since 1991. The founder and President of the Management Board, mr. sc. Branislav Brizar, has led ING-GRAD d.d. to become one of the leading and most enduring construction companies in Croatia. Forty years after its founding, the Company took a significant step by listing on the stock exchange, thus completing the journey from a family business to a publicly listed company.
Throughout years of experience on highly demanding construction projects, ING-GRAD d.d. has accumulated expertise across a diverse range of projects. The Company has so far worked on more than 200 construction projects across various fields. These include more than 80 heritage restoration projects, more than 60 residential and commercial building projects, more than 50 energy and infrastructure projects, and more than 20 public and tourism building projects.
Throughout its rich history, ING-GRAD d.d. has specialized in the restoration and reconstruction of cultural heritage of exceptional historical and artistic significance. This includes historically significant buildings, palaces, fortresses, sacral architecture, bridges, monuments and other public buildings. Some of the Company's most prominent references in this segment include the Church of St. Mark, the Amphitheatre in Pula, and Eltz Castle in Vukovar.
Furthermore, the Company has extensive references in a range of highly demanding energy and infrastructure projects. Projects include the construction, reconstruction, rehabilitation and expansion of wind and thermal power plants, biomass and biofuel plants, and infrastructure facilities. The Company has built three wind farms in the Republic of Croatia and one in North Macedonia, all in accordance with the FIDIC book. In addition, the Company has participated in the construction of numerous petrol stations for INA, as well as the construction of the Wastewater Treatment Plant in Osijek.
ING-GRAD d.d. also regularly constructs and carries out construction works on some of the most significant commercial and residential buildings in the Republic of Croatia, ranging from office buildings, shopping centers and apartment buildings to industrial facilities. In terms of commercial and residential building projects, the Company specializes in the construction of excavation pits, trade and installation works, interior fit-out and furnishing, as well as the arrangement of roads, car parks and external areas.
1.2. Corporate Structure and Governance
The share capital of the Company as of 31 December 2025 amounts to EUR 3,990,000, divided into 3,990,000 ordinary shares with a nominal value of EUR 1.00 per share, listed on the Official Market of the Zagreb Stock Exchange.
Ownership structure of the top 10 shareholders as at 31 December 2025:
| Shareholder | Number of shares | Share (%) |
|---|---|---|
| Branislav Brizar | 2,573,400 | 64.50% |
| ING-GRAD d.d. (treasury shares) | 156,600 | 3.92% |
| PBZ CO OMF – Category A | 112,947 | 2.83% |
| AZ Mandatory Pension Fund – Category A | 110,247 | 2.76% |
| ERSTE PLAVI OMF – Category A | 94,298 | 2.36% |
| Privredna banka Zagreb d.d. / Custodian Account | 45,360 | 1.14% |
| ERSTE PLAVI OMF – Category B | 43,908 | 1.10% |
| AZ OMF – Category B | 41,446 | 1.04% |
| HPB d.d. / HPBS-6 | 37,500 | 0.94% |
| AZ Profit Open Voluntary Pension Fund | 31,825 | 0.80% |
| Other shareholders | 742,469 | 18.61% |
| TOTAL | 3,990,000 | 100.00% |
The Management Board of the Company as at 31 December 2025 is as follows:
* mr. sc. Branislav Brizar – President of the Management Board
* Patrik Klarić – Member of the Management Board
* Srđan Jončić – Member of the Management Board
* Miljenko Zovko – Member of the Management Board
* Ivan Augustin – Member of the Management Board (appointed in 2025)
The Supervisory Board of the Company consists of:
* Nikolina Topić – President of the Supervisory Board
* Davor Stanić – Deputy President of the Supervisory Board
* Višnja Krpan – Member of the Supervisory Board
* Lovro Kovačić – Member of the Supervisory Board
* Boris Mažurin – Member of the Supervisory Board
1.3. Core Activities and Competitive Advantages
ING-GRAD d.d. is a specialist construction company with a clearly defined focus. It is particularly recognized in the cultural heritage restoration and reconstruction of exceptional historical and artistic significance, including valuable preserved buildings, palaces, fortresses, sacral architecture, bridges, public buildings and cultural facilities. The Company's key competitive advantages are: extensive experience and specialized expertise in complex heritage restoration projects requiring specialist equipment and know-how; highly qualified personnel and proprietary equipment enabling rapid, high-quality execution; ISO 9001, ISO 14001 and ISO 45001 certification standards confirming a systematic approach to quality, environmental and safety management; and a strong backlog ensuring revenue visibility and medium-term business predictability.
As of 31 December 2025, the Company employs 255 workers (average of 234 employees in 2025, compared to 209 in 2024), owns specialized equipment for the execution of highly demanding projects, and actively collaborates with a network of reliable subcontractors who together form a key pillar of the operational model. ING-GRAD d.d. has no established subsidiary of the Company.
2. LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD
Dear shareholders, business partners, and employees,
We are proud to present the Annual Management Report of ING-GRAD d.d. for the financial year 2025 – a year that was, in many respects, a turning point in the development of our Company. In our first year as publicly listed company on the Official Market of the Zagreb Stock Exchange, ING-GRAD d.d. demonstrated its business strength and capacity for further growth, and confirmed the soundness of the strategic decisions that were undertaken.
The most significant event of 2025 was undoubtedly the successful completion of the initial public offering (IPO). The total expressed interest from all categories of investors – institutional, retail and employee – was many times higher than the quantity offered, reflecting the high level of market confidence in ING-GRAD's business model, management and prospects. Thanks to the successful IPO, a total of EUR 55.2 million in fresh capital was invested in the Company, and ING-GRAD d.d.gained more than 2,600 new shareholders, establishing a broad and diverse shareholder base. The business results for 2025 reflect this momentum. We achieved operating revenues of EUR 165.5 million, representing growth of 34% compared to the adjusted 2024 figure. EBITDA reached EUR 28 million (growth of 36.3% on a comparable basis), and net profit amounts to EUR 21.7 million, an increase of nearly 44% on a comparable basis. We are particularly pleased that revenue growth is accompanied by a satisfactory level of profitability, despite accelerating cost pressures, inflationary headwinds and global supply chain disruptions. In the heritage restoration segment, which remains our key strategic focus, we achieved revenues of EUR 108.9 million in 2025, accounting for approximately two-thirds of total operating revenues. The commercial and residential buildings segment recorded exceptionally dynamic growth – revenues rose to EUR 42.6 million – while energy and infrastructure generated EUR 6.1 million in revenues. As at 31 December 2025, the Company's backlog stands at EUR 300.4 million, of which 67% relates to heritage restoration projects, providing a strong foundation for continued stable growth in the coming period. Aware that a company's long-term value is inseparable from its responsibility towards employees, the community and the environment, ING-GRAD d.d. commenced the development of its ESG strategy in 2025. Our commitment to environmental responsibility, social engagement and transparent governance is not merely a regulatory obligation but rather the foundation of a long-term business model that creates value for all stakeholders. 5
We enter 2026 strong and with clear direction. A high level of contracted work, a healthy backlog, a strong balance sheet reinforced by IPO proceeds, and experienced management are the foundations for continued expansion in segments where we have proven competitive advantages. We will continue investing in equipment, process digitalization and the development of our most valuable resource – our employees. Finally, I would like to thank all shareholders for their expressed confidence, employees for their exceptional effort and dedication, business partners for their constructive collaboration, and all stakeholders who recognize ING-GRAD as a reliable and responsible partner.
Yours sincerely,
mr. sc. Branislav Brizar
President of the Management Board, ING-GRAD d.d.
3. MANAGEMENT REPORT FOR THE FINANCIAL YEAR 2025.
3.1. Key Financial Indicators
| Indicator | Value | YoY Change |
|---|---|---|
| Operating Revenues | 165.5 mil. € | +34.1% |
| EBITDA | 28.0 mil. € | +36.3% |
| Net Profit | 21.7 mil. € | +43.9% |
| Backlog (31.12.2025) | 300.4 mil. € | 67% cultural heritage |
| Total Assets | 130.9 mil. € | vs. 69.8 mil. € |
| Equity | 85.6 mil. € | vs. 19.3 mil. € |
| Net Cash | 76.9 mil. € | vs. 5.9 mil. € |
| Employees | 255 | +15.4% |
3.2. Overview of Business Activities in 2025
3.2.1. Initial Public Offering (IPO)
The most significant business event in 2025 was the successful completion of the initial public offering and listing on the Official Market of the Zagreb Stock Exchange in the first quarter of 2025. Shares were offered to employees, retail investors and institutional investors, and the total expressed interest from all categories of investors was significantly higher than the number of shares offered, confirming the strong market confidence in ING-GRAD d.d. The IPO raised EUR 55.2 million in fresh capital, significantly strengthening the Company's balance sheet and creating a solid foundation for financing further organic and inorganic growth. At the end of 2025, the Company counts more than 2,500 shareholders.
3.2.2. Operating Results and Projects
During 2025, ING-GRAD d.d. continued the successful realization of its project portfolio, with notable growth in the commercial and residential buildings segment. As of 31 December 2025, the Company had 21 active projects and 2 projects in the mobilization phase, demonstrating a high level of operational engagement. Operating revenues reached EUR 165.5 million, of which: 6
- Cultural heritage restoration revenues: EUR 108.9 million
- Commercial and residential buildings segment revenues: EUR 42.6 million
- Energy and infrastructure revenues: EUR 6.1 million
Cultural heritage restoration remains the strategic business segment. Particularly noteworthy are complex restoration works requiring a high level of specialized knowledge, precise organization and the application of advanced technologies. The commercial and residential buildings segment recorded exceptionally dynamic growth, consistent with the planned diversification of revenue sources. December 2025 was colder than expected, which partially disrupted the planned construction schedule. However, thanks to the timely adjustments in work organization and the high level of expertise and flexibility of employees and subcontractors, overall realization remained within planned parameters, without a material impact on the schedule and financial plans of active projects.
3.2.3. Investments and Development
ING-GRAD d.d. continues to invest consistently in equipment modernization and the application of digital solutions, with the aim of increasing project management efficiency and cost optimization. In 2025, non-current tangible assets increased by EUR 2.9 million to EUR 7.5 million, reflecting the acquisition of new specialized equipment and the extension of leases on business premises required to support operational growth. Alongside investments in equipment, the Company is investing significant efforts in the development and retention of skilled personnel. The average number of employees in 2025 was 234, and as of 31 December 2025 the Company employs 255 workers, an increase of 15.4% compared to the end of 2024. Investments in employee education, certification and digital competencies is key to maintaining a long-term competitive advantage.
3.3. Financial Results
3.3.1. Income Statement
| Item (in EUR 000) | 2024 (adjusted) | 2025 | Change |
|---|---|---|---|
| Operating revenues | 123,411 | 165,486 | +34.1% |
| Revenue from construction services | 122,111 | 164,710 | +34.9% |
| Other operating revenues | 1,300 | 776 | -40.3% |
| Operating expenses | (104,864) | (139,576) | +33.1% |
| Subcontractor and external service costs | (82,361) | (115,267) | +40.0% |
| Raw materials and consumables | (4,601) | (6,233) | +35.5% |
| Personnel costs | (12,127) | (12,061) | -0.5% |
| Depreciation and amortisation | (1,979) | (2,072) | +4.7% |
| Other operating expenses and provisions | (3,796) | (3,943) | +3.9% |
| Operating profit (EBIT) | 18,547 | 25,910 | +39.7% |
| EBITDA | 20,526 | 27,982 | +36.3% |
| Net financial income / (expenses) | 255 | 1,071 | +320.0% |
| Share of profit of associates | 49 | 214 | +336.7% |
| Profit before tax | 20,573 | 27,195 | +32.2% |
| Income tax | (3,750) | (5,471) | +45.9% |
| Net profit | 15,101 | 21,724 | +43.9% |
The 34.1% increase in operating revenues was primarily driven by growth in the cultural heritage restoration and commercial/residential buildings segments, supported by continued positive macroeconomic trends in the Republic of Croatia. The 40% increase in subcontractor costs is partly attributable to the expansion of business volume and partly to inflationary pressures and increased demand for specialized subcontracting capacity in the market. Personnel costs declined slightly as a share of total revenues, reflecting improved operational leverage. Financial income increased strongly to EUR 1.2 million, primarily as a result of interest income on significantly increased liquid assets following the IPO, invested in time deposits, short-term bonds and highly liquid money market funds.
3.3.2. Statement of Financial Position
| Item (in EUR 000) | 31.12.2024 (adjusted) | 31.12.2025 |
|---|---|---|
| ASSETS | ||
| Non-current assets | 5,030 | 8,215 |
| - Property. plant and equipment (net) | 4,550 | 7,472 |
| - Other non-current assets | 480 | 743 |
| Current assets | 64,714 | 122,637 |
| - Trade receivables | 39,879 | 32,955 |
| - Short-term financial assets | 11,616 | 63,339 |
| - Cash and cash equivalents | 3,662 | 16,513 |
| - Advances paid | 5,968 | 7,455 |
| - Other current assets | 3,589 | 2,375 |
| TOTAL ASSETS | 69,744 | 130,852 |
| EQUITY AND LIABILITIES | ||
| Equity and reserves | 19,310 | 85,635 |
| - Share capital | 3,990 | 3,990 |
| - Capital reserves | 0 | 34,207 |
| - Legal reserves | 0 | 200 |
| - Retained earnings | 15,320 | 47,238 |
| Provisions (long-term and short-term) | 5,276 | 6,139 |
| Non-current liabilities | 1,068 | 2,483 |
| Current liabilities | 44,090 | 36,595 |
| - Deferred income | 12,258 | 9,390 |
| TOTAL EQUITY AND LIABILITIES | 69,744 | 130,852 |
The Company's balance sheet strengthened significantly in 2025, primarily due to the successful IPO. Total assets increased by 87.6% to EUR 130.9 million. Equity and reserves increased from EUR 19.3 million to EUR 85.6 million, reflecting both the current year's profit and capital reserves arising from the IPO of EUR 34.2 million. The net cash position stands at EUR 76.9 million, providing the Company with a strong financial platform for future investment and growth. Current liabilities (excluding short-term provisions) decreased by 17% to EUR 36.6 million, primarily due to the repayment of loans utilized in 2024 and working capital management optimization. Trade receivables decreased to EUR 33.0 million (31.12.2024: EUR 39.9 million), reflecting increased collection of receivables that were outstanding at end-2024.
3.3.3. Backlog and Contracted Business
As of 31 December 2025, the Company's total backlog amounts to EUR 300.4 million. This represents an exceptionally strong foundation for future revenues:
- The cultural heritage restoration segment accounts for 67% of the backlog (EUR 199.7 million), reflecting the Company's dominant position in this niche
- The commercial and residential buildings segment accounts for 33% of the backlog (EUR 100.3 million), confirming successful revenue diversification
- A total of 21 active projects and 2 projects in the mobilization phase at end-2025.
Management is satisfied with the structure and quality of the backlog. Projects are contracted at a satisfactory level of profitability, and the dominant share of public clients in the portfolio reduces credit risk and ensures payment predictability.
3.4.# Segment Performance Analysis
3.4.1. Cultural Heritage Restoration
The cultural heritage restoration and reconstruction segment is the Company's strategic orientation and an important revenue generator. In 2025, revenues from this segment amounted to EUR 108.9 million, up from EUR 101.9 million in 2024. The stability and growth of this segment are underpinned by structural demand: the Republic of Croatia possesses exceptionally rich immovable cultural heritage requiring constant professional care, restoration and reconstruction, with European funds and the domestic budget providing continuous financing for such projects. 9 ING-GRAD d.d. possesses a unique set of competencies for these projects, including: teams of certified restorers and conservation experts; specialized equipment for structural restoration, reconstruction of roof and load-bearing structures, and restoration of facade and interior elements; many years of experience collaborating with the Ministry of Culture, conservation institutes and UNESCO bodies; and a proven ability to carry out works with minimal impact on the surroundings and cultural content of the buildings.
3.4.2. Commercial and Residential Buildings
The commercial and residential buildings segment recorded exceptionally dynamic growth in 2025: revenues increased to EUR 42.6 million, up from EUR 12.2 million in 2024. This growth reflects the Company's strategic shift towards revenue diversification, as well as a favorable macroeconomic environment characterized by GDP growth, rising average wages and high demand for commercial and residential space in the Republic of Croatia. In this segment, ING-GRAD d.d. specializes in the execution of complex excavation works, trade and installation works, interior fit-out and furnishing, as well as road and external area construction. The Company's capacity, strengthened in terms of both personnel and equipment, enables the simultaneous execution of multiple projects of this type. The backlog for this segment at the end of 2025 represents 33% of the total backlog (EUR 100.3 million), indicating a continued high level of activity in the coming period.
3.4.3. Energy and Infrastructure
The energy and infrastructure segment generated revenues of EUR 6.1 million in 2025 (2024: EUR 6.8 million). The smaller share of this segment in the 2026 backlog reflects sectoral cyclicality – projects in this segment, by their nature, have longer preparation and tendering phases. However, the Company actively monitors and participates in relevant procurement procedures, and announced investments in renewable energy and green infrastructure in Croatia and the region provide positive long-term prospects for this segment.
3.5. Risk Management
ING-GRAD d.d. regularly identifies, assesses and monitors key business risks and takes appropriate management measures with the aim of minimizing potential negative impacts on operations. Key risks include:
| Risk Category | Description | Probability | Impact | Mitigating Measures |
|---|---|---|---|---|
| Labor risk | Shortage of qualified labor in the construction sector | Medium | High | Employer branding, collaboration with educational institutions, competitive salaries and bonuses, training programs |
| Subcontractor risk | Dependence on reliable subcontractors | Low | High | Long-term contractual relationships, diversified subcontractor base, active supply chain management |
| Competition risk | New market entrants, market consolidation | Medium | Medium | Continuous specialization, certification standards, brand and reference strengthening |
| Credit risk | Collection of trade receivables | Low | Medium | Dominant share of public clients, payment security instruments, continuous monitoring |
| Liquidity risk | Uneven cash flows in project-oriented business | Low | Medium | Strong net cash position (EUR 76.9 million) |
| EU funds risk | Changes in EU funding availability for heritage projects | Low | Medium | Client base diversification, private segment development, monitoring of MFF 2028-2034 |
| Profitability fluctuation risk | Seasonal and project-related margin impacts | Low | Medium | Strategic backlog >EUR 300 million, long-term contracts, project acceptance discipline |
10
Financial risk management is based on a conservative financial policy. Currency risk is minimal as the Company operates exclusively in euros. Interest rate risk is limited given the low level of financial debt and the dominant share of equity financing. Customer credit risk is managed through careful selection of contractual partners and security instruments, and financial exposure to public institutions is considered low risk.
3.6. Employees and Human Resources Management
For ING-GRAD d.d., employees are the key strategic resource and the fundamental driver of business success. Aware that in a sector characterized by a chronic shortage of skilled labor our employees represent a unique and difficult-to-replace comparative advantage, we invest considerable effort in attracting, developing and retaining the highest-quality personnel.
| Indicator | 2024 | 2025 |
|---|---|---|
| Average number of employees | 209 | 234 |
| Number of employees at year-end | 221 | 255 |
| Personnel costs (EUR million) | 12.1 | 12.1 |
Key HR programs and initiatives in 2025 included: continued collaboration with educational institutions (vocational schools, faculties, institutes) through apprenticeships and student placements; development of internal training and certification programs for specialized construction skills; implementation of new digital project management tools increasing efficiency and reducing administrative burden; and strengthening employer branding programs to ensure ING-GRAD d.d. is recognized as a desirable employer in the construction sector. 11
Workplace safety is a fundamental principle of ING-GRAD d.d.'s business culture. ISO 45001 certification (Occupational Health and Safety Management System) confirms the systematic approach to this area, and safety performance indicators are continuously monitored and improved.
3.7. Research and Development
ING-GRAD d.d. did not undertake research and development activities in the formal sense in 2025. However, the Company continuously monitors technological trends in the construction sector, with particular emphasis on the application of digital solutions in project management (Building Information Modelling – BIM, digital construction progress monitoring tools, exploration of synthetic data applications in project optimization), advanced restoration techniques and the preparation of new construction materials, and renewable energy sources and energy efficiency in new construction. In 2025, investments in digital infrastructure for project management and communication with clients and subcontractors were completed, positively impacting operational efficiency. Management will consider formalizing research and development activities in the coming period, with an emphasis on innovations that can enhance competitiveness and profitability.
3.8. Treasury Shares and Capital Changes
As of 31 December 2025, the Company holds 156,600 treasury shares (3.92% of share capital), with a nominal value of EUR 1.00 per share. Compared to 1,356,600 shares (34% of share capital) at end of 2024, the number of treasury shares has decreased significantly, as a result of the shareholder structure established after the IPO. In 2025, ING-GRAD d.d. increased its capital from two sources: (1) proceeds from the sale of equity instruments to investors amounting to EUR 55.2 million, and (2) legal reserves from prior years' profits. ING-GRAD d.d. did not acquire any treasury shares in 2025.
3.9. Significant Events and Position After 31 December 2025
Significant business events in 2025 were:
• Successful completion of the IPO in the first quarter of 2025 and listing of shares on the Official Market of the Zagreb Stock Exchange
• Expansion of the Management Board: Ivan Augustin was appointed as a new member of the Management Board, strengthening the management structure in view of the increased scope of operations
• Continued backlog growth through the signing of new contracts in the cultural heritage restoration and commercial buildings segments
• Significant investments in specialized equipment and digital infrastructure to increase capacity and efficiency.
As at the date of approval of this report, no material post-balance sheet events have been identified that would require additional disclosure or adjustment of the financial statements. 12
3.10. Expected Business Development in 2026
ING-GRAD d.d. enters 2026 with high optimism and a strong strategic position. The key factors supporting these optimistic expectations are:
• A strong backlog of EUR 300.4 million at the beginning of 2026 ensures revenue visibility and business predictability
• A strong balance sheet with EUR 76.9 million in net cash provides flexibility for investments, acquisitions and working capital management
• Favorable macroeconomic environment: the Republic of Croatia continues to grow at above-EU- average rates in GDP, personal consumption and wages
• Announced investments from domestic and EU funds in infrastructure, healthcare, education and cultural heritage restoration.
Strategic priorities for 2026 are: (1) continued organic growth across all segments; (2) consideration of inorganic growth through strategic acquisitions of companies possessing scarce competencies; (3) further diversification of the client base with an emphasis on private clients; (4) increased operational efficiency through the application of digital solutions and process optimization; and (5) deepening ESG engagement.
4. ESG STRATEGY AND SUSTAINABLE BUSINESS
4.1. Introduction and Strategic Approach to Sustainability
ING-GRAD d.d. recognizes sustainability as a key element of long-term development and value creation for stakeholders.The ESG strategy (Environmental, Social, Governance) has been developed with the aim of integrating environmental, social and governance aspects into the Company's business model and ensuring business resilience in a changing regulatory and market environment. The strategy provides a framework for making business decisions that take into account impacts on the environment, employees, the community and corporate governance, whilst increasing transparency towards investors, business partners and other stakeholders. The application of ESG principles enables the Company to better manage risks, identify new business opportunities and strengthen its competitive position in the construction sector. Strategy development was carried out through an analysis of the business model and value chain, assessment of existing practices, benchmarking against leading companies in the industry, and identification of key ESG topics. The process included workshops with Management and key employees to ensure a shared understanding of regulatory requirements, strategic priorities and stakeholder expectations. The EU regulatory framework for sustainability, particularly the Corporate Sustainability Reporting Directive (CSRD) and European Sustainability Reporting Standards (ESRS), further underscores the importance of transparent reporting on sustainability-related impacts, risks and opportunities. Although the application of these requirements has been postponed, the Company continues to develop internal processes and structures to be prepared for future regulatory obligations and market expectations. 13
4.2. Key ESG Priorities
Based on the analysis conducted, three strategic areas of action have been defined: environment, society and governance. The Company will, in line with business development, consider opportunities for defining appropriate indicators and activities aimed at long-term sustainable business.
4.2.1. Environment
In the area of environmental protection, the Company's priority is to reduce the environmental impact of business activities and increase resource use efficiency. Key objectives include reducing greenhouse gas emissions, increasing energy efficiency and applying circular economy principles. Planned activities include conducting a carbon footprint analysis and establishing a base year for tracking greenhouse gas emissions, and systematic monitoring of energy consumption and optimisation of energy processes. The Company also plans to gradually increase the share of energy-efficient technologies and lower-emission vehicles, and to encourage the use of sustainable materials in projects where this is feasible. In the area of waste management, the focus is on increasing recycling rates and introducing separate waste collection systems at all locations. The implementation of these activities contributes to reduced resource consumption and the strengthening of circular economy principles in construction projects. The Company already holds relevant quality and environmental management system certifications (ISO 9001 and ISO 14001), which confirm a systematic approach to managing environmental impacts and the continuous improvement of business processes.
4.2.2. Social
In the social segment of the ESG strategy, the emphasis is on employee health and safety, competency development, and the attraction and retention of quality personnel. Workplace safety represents a fundamental value of the Company. Training programs and occupational health and safety management systems have been implemented, confirmed by ISO 45001 certification. Occupational safety indicators, including injury and incident rates, are continuously monitored, with constant improvement of preventive measures and incident reporting systems. The Company also develops programs for attracting and developing skilled personnel, including collaboration with educational institutions, apprenticeships and student placements, and employee education programs. Particular emphasis is placed on continuous employee development through planned training and professional competency development. Through employer branding activities, additional benefits and professional development programs, the Company aims to ensure a high level of employee satisfaction and to strengthen organizational culture and labor market competitiveness over the long term. Alongside care for employees, the Company seeks to contribute to the development of the local community through partnerships, education programs and various corporate social responsibility initiatives. 14
4.2.3. Governance
In the area of corporate governance, the ESG strategy focuses on strengthening transparency, ethical business conduct and effective risk management. The Company has established a corporate governance system that includes clearly defined roles of governing bodies, internal controls and risk management mechanisms. Planned activities include establishing anti-corruption and anti-money laundering policies and developing procedures to ensure responsible and transparent operations; establishing a governance structure that enables systematic monitoring of objective implementation and coordination of activities; adopting a Code of Ethics; developing an integrated ESG risk management system; and aligning with relevant regulatory standards and market requirements. Special focus is placed on integrating ESG criteria into strategic planning and business decision-making.
4.3. Implementation of the ESG Strategy
The implementation of the ESG strategy is based on the integration of sustainability objectives into day-to-day business processes. The Company's Management Board is responsible for defining strategic guidelines and overseeing implementation, monitors progress and coordinates activities between different organizational units. A key element of strategy implementation is a monitoring and reporting system that includes defined key performance indicators (KPIs) and digital tools for data collection and analysis. This approach enables transparent progress monitoring and timely strategy adjustment. The ESG strategy will be regularly evaluated and updated to reflect changes in the regulatory environment, technological developments and stakeholder expectations.
4.4. Further Development and Reporting
In the coming period, the Company will continue to develop its sustainability management system, considering further formalization of the ESG governance structure, establishment of a data collection system, and the definition and development of metrics for monitoring progress. Particular emphasis will be placed on preparing for future European regulatory framework requirements, including potential alignment with the CSRD directive and ESRS standards, as well as on transparent communication with stakeholders. The ESG strategy represents the foundation for further strengthening the Company's sustainable business and contributes to the long-term creation of value for employees, investors, business partners and the community in which the Company operates. 15
5. STATEMENT OF MANAGEMENT RESPONSIBILITY
The Management is responsible for preparing, for each financial year, financial statements that give a true and fair view of the financial position of the Company, its results of operations and cash flows, in accordance with applicable accounting standards, and is responsible for maintaining proper accounting records necessary for the preparation of financial statements at any time. The Management has overall responsibility for taking available measures to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Management is responsible for selecting appropriate accounting policies in accordance with applicable accounting standards and for applying them consistently; making judgements and estimates that are reasonable and prudent; and preparing the financial statements on a going concern basis, unless it is inappropriate to presume that the Company will continue in business. Having made enquiries, the Management reasonably expects that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Management continues to adopt the going concern basis in preparing the financial statements.
The Management is also responsible for the preparation and publication, in accordance with the Accounting Act and other laws and regulations relating to the preparation and publication of the Annual Report applicable in Croatia, of the:
• management report;
• report on the application of the corporate governance code; and
• annual financial statements in a single electronic reporting format.
The management report, the report on the application of the corporate governance code, and the annual unconsolidated financial statements in a single electronic reporting format have been jointly approved and signed by the Management on 29 April 2026 for submission to the Supervisory Board.
Zagreb, 29 April 2026
mr. sc. Branislav Brizar
President of the Management Board
Patrik Klarić
Member of the Management Board
Srđan Jončić
Member of the Management Board
Miljenko Zovko
Member of the Management Board
Ivan Augustin
Member of the Management Board
16
Building future, restoring heritage!
Pursuant to Article 272p, in conjunction with Article 250a of the Companies Act (Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24, hereinafter: CA) and Article 25 of the Accounting Act (Official Gazette 85/24, 145/24, 151/25), the Management Board of ING-GRAD d.d.for special construction works, Zagreb, Kalinovica 3, TIN: 93245284305 (hereinafter: the Company), hereby issues the following STATEMENT ON THE APPLICATION OF THE CORPORATE GOVERNANCE CODE
I.
By this Statement on the Application of the Corporate Governance Code (hereinafter: the Statement), the Company confirms that, in accordance with the CA, other applicable legal regulations, the Rules of the Zagreb Stock Exchange, and the Corporate Governance Code of the Zagreb Stock Exchange and the Croatian Financial Services Supervisory Agency (hereinafter: the Code), from the date of listing on the Official Market of the Zagreb Stock Exchange on 6 March 2025, it has been continuously aligning with the provisions of the Code.
II.
The fundamental principles of corporate governance that the Company has begun to apply and will continue to implement in its future operations through the adoption of internal corporate acts are as follows: (i) ensuring transparent business operations; (ii) defining detailed procedures for the work of the Management Board and the Supervisory Board of the Company; (iii) avoiding conflicts of interest of relevant persons in the Company (members of the Management Board, Supervisory Board, senior management); and (iv) establishing effective internal controls and an effective accountability system. The aforementioned principles represent the foundation of the Company’s corporate governance. In the coming period, the Company will, in accordance with best practices and regulatory requirements, with the aim of continuously improving transparent and responsible business operations, continue to develop and apply additional principles.
III.
By this Statement, the Company confirms that it bases its operations on the principles of good corporate governance practice and that, alongside the regular disclosure of all information required by applicable regulations, it follows the Code’s recommendations to the greatest extent possible. Given that the Company was listed on the Official Market only during the previous year, certain deviations from the Code’s recommendations arise from the phase of adaptation to new regulatory requirements and practices. Detailed explanations of these deviations, as well as additional information on compliance, are included in the annual Compliance Questionnaire for Issuers and the Governance Practices Questionnaire for Equity Issuers. In accordance with the Ordinance on Data Relating to Corporate Governance that Issuers are Required to Submit to the Croatian Financial Services Supervisory Agency and on the Form, Deadlines and Manner of their Submission (Official Gazette 59/2020, 12/2023, 6/2026), the Company will publish the aforementioned questionnaires for the year 2025 on its website and on the Zagreb Stock Exchange website, and upon the establishment of the web interface, submit them within the prescribed deadlines to HANFA’s reporting system.
IV.
During 2025, the Company commenced the establishment of an internal control and risk management system in relation to financial reporting. In this context, in September 2025, the Company’s Supervisory Board established the Audit Committee as a key body which, pursuant to the Rules of Procedure of the Audit Committee, oversees the financial reporting processes, the effectiveness of internal control systems and risk management. The internal control and risk management system is still in the process of further development and improvement, and the Company will in the coming period continue to establish and formalise appropriate policies, procedures and control mechanisms in order to ensure full compliance with regulatory requirements and best corporate governance practices.
V.
Significant direct holders of the Company’s shares based on official data from the Central Depository & Clearing Company (CDCC) as of 31 December 2025:
| Shareholder | Number of shares | Share (%) |
|---|---|---|
| Branislav Brizar | 2,573,400 | 64.50% |
| ING-GRAD d.d. (treasury shares) | 156,600 | 3.92% |
| PBZ CO OMF – Category A | 112,947 | 2.83% |
| AZ Mandatory Pension Fund – Category A | 110,247 | 2.76% |
| ERSTE PLAVI OMF – Category A | 94,298 | 2.36% |
| Privredna banka Zagreb d.d. / Custody Account | 45,360 | 1.14% |
| ERSTE PLAVI OMF – Category B | 43,908 | 1.10% |
| AZ OMF – Category B | 41,446 | 1.04% |
| HPB d.d. / HPBS-6 | 37,500 | 0.94% |
| AZ Profit Open Voluntary Pension Fund | 31,825 | 0.80% |
| Other shareholders | 742,469 | 18.61% |
| TOTAL | 3.990.000 | 100.00% |
The Company is not aware of any additional data on indirect shareholding, including any possible pyramid structures or cross-participations, nor whether there are any special shareholder agreements that would affect the management of the Company. The Company has not issued securities with special control rights, nor is it aware of any voting right restrictions or time limits for their exercise. The management of the Company is regulated by the CA, the Articles of Association, the Rules of Procedure of the Management Board, and the Rules of Procedure of the Supervisory Board, whereby no special rules have been adopted on the appointment and dismissal of members of the Management Board or the Supervisory Board, the amendment of the Articles of Association, or special powers for members of the Management Board or the Supervisory Board to issue shares of the Company or acquire treasury shares. Members of the Management Board are appointed and dismissed by the Supervisory Board in accordance with applicable regulations and internal acts of the Company, while members of the Supervisory Board are appointed by the General Assembly of the Company.
VI.
The Management Board of the Company as of 31 December 2025 consists of:
- mr. sc. Branislav Brizar – President of the Management Board;
- Patrik Klarić – Member of the Management Board;
- Srđan Jončić – Member of the Management Board;
- Miljenko Zovko – Member of the Management Board;
- Ivan Augustin – Member of the Management Board.
The Management Board manages the Company’s affairs jointly and at its own responsibility, and the internal division of competences among the members of the Management Board is regulated by the Rules of Procedure of the Management Board. Certain decisions are made jointly by the Management Board at its sessions, while the President of the Management Board and other members of the Management Board, with mutual coordination and the obligation to report to other members of the Management Board, independently manage certain activities within their assigned areas. The rights and obligations of the members of the Management Board arising from the performance of the function of a member of the Management Board are also defined by the Agreement on the Performance of the Duties of a Member of the Management Board and the employment contract. The powers of the Management Board, as well as the limitations on business management, are regulated in detail by the Rules of Procedure of the Management Board and the Articles of Association of the Company, whereby prior approval of the Supervisory Board is required for certain significant decisions. In this manner, in accordance with the principles of corporate governance, a system of supervision and balance of powers between the Management Board and the Supervisory Board as bodies of the Company is ensured. The Management Board of the Company held 27 sessions in 2025, in which all members of the Management Board participated.
VII.
The Supervisory Board of the Company as of 31 December 2025 consists of:
- Nikolina Topić – Chair of the Supervisory Board;
- Davor Stanić – Deputy Chair of the Supervisory Board;
- Višnja Krpan – Member of the Supervisory Board, employee representative of the Company;
- Lovro Kovačić – Member of the Supervisory Board, independent;
- Boris Mažurin – Member of the Supervisory Board, independent.
The work of the Supervisory Board is further regulated by the Rules of Procedure of the Supervisory Board, which regulates the manner of work, convening of sessions and manner of decision-making of the Supervisory Board. In 2025, the Company’s Supervisory Board held 10 sessions in which all members of the Supervisory Board participated. By a decision of the Company’s Supervisory Board dated 18 September 2025, the following were established as sub-committees of the Supervisory Board:
- Audit Committee;
- Nomination Committee;
- Remuneration Committee.
The Audit Committee plays a key role in overseeing financial reporting and the effectiveness of the internal control system, as well as in ensuring the transparency and accuracy of the Company’s financial statements. The Company’s Audit Committee held 2 sessions in 2025, in which all members of the Audit Committee participated. The members of the Audit Committee were appointed from among the members of the Supervisory Board, as follows:
- Boris Mažurin – Chair of the Audit Committee, independent, expert in the field of accounting and auditing;
- Nikolina Topić – Member of the Audit Committee;
- Davor Stanić – Member of the Audit Committee.
The Nomination Committee plays a key role in ensuring the transparency and equality of the nomination process for the Supervisory Board, Management Board and senior management of the Company, as follows:
- Nikolina Topić – Chair of the Nomination Committee;
- Davor Stanić – Member of the Nomination Committee;
- Višnja Krpan – Member of the Nomination Committee.
The Remuneration Committee plays a key role in ensuring fairness and transparency in the Remuneration Policy for members of the Management Board, Supervisory Board and senior management, as follows:
- Nikolina Topić – Chair of the Remuneration Committee;
- Lovro Kovačić – Member of the Remuneration Committee, independent;
- Višnja Krpan – Member of the Remuneration Committee.
VIII.
The Company has a total of ten members of the Management Board and Supervisory Board, of whom two are women, representing 20% of the underrepresented gender in the Management Board and Supervisory Board.Two women have been elected to the Company’s Supervisory Board out of a total of five members of the Supervisory Board, representing 40% representation of the underrepresented gender in the Supervisory Board, thereby fulfilling the obligation of balanced representation of women and men in the Supervisory Board. The Company’s Management Board has a total of five members appointed, representing 0% representation of the underrepresented gender in the Management Board. The Supervisory Board will set targets for the participation of the underrepresented gender in the Management Board, with deadlines and in the manner stipulated by the provisions of the CA.
IX. The work of the General Assembly, its powers and the manner in which shareholders exercise their rights are regulated by the CA and the Articles of Association of the Company, which are publicly available on the Company’s website. Notices for participation, proposed resolutions and resolutions adopted are publicly announced in accordance with the relevant regulations. The Company’s General Assembly, in accordance with the provisions of the CA, was held on 1 July 2025. Each share of the Company carries the right to one vote.
X. The Company does not have a formally adopted Diversity and Inclusion Policy, but in accordance with the applicable legal framework and the principles of equal opportunity, non-discrimination and an inclusive work environment, it recognises the importance of its adoption in the coming period, particularly with regard to diversity in terms of gender, age, education and professional experience as a factor of effective management and quality decision-making. All members of the Management Board and Supervisory Board possess the necessary knowledge, skills and professional experience to perform their duties and actively contribute to the Company’s work, with an appropriate level of engagement and commitment. During the reporting period, certain members of the Management Board and Supervisory Board participated in internal training sessions in the area of ESG regulations conducted by authorised external experts, thereby further improving knowledge and skills in the area of sustainable and responsible business operations. The Company publishes information on its sustainability strategy within a separate section of the Management Report, as an integral part of the annual report on the state of the Company for 2025.
XI. The Company has obtained and regularly maintains certificates confirming compliance with international standards, such as:
(i) Certificate No. HR009527 (ISO 9001:2015) issued by Bureau Veritas Certification / Quality, risk, value and innovation management systems – execution of construction works, from 11 July 2023 to 13 July 2026;
(ii) Certificate No. HR009029 (ISO 14001:2015) issued by Bureau Veritas Certification / Environmental management systems – execution of construction works, from 3 July 2025 to 2 July 2028;
(iii) Certificate No. HR009030 (ISO 45001:2018) issued by Bureau Veritas Certification / Occupational health and safety management systems – execution of construction works, from 17 June 2025 to 16 June 2028; and
(iv) Certificate No. AT002741 (SCCP:2011) issued by Bureau Veritas Certification / Occupational safety, health and environmental management system – construction works – construction of buildings – petrochemical department, from 16 March 2026 to 15 March 2029.
XII. In accordance with the provisions of Article 250a, paragraph 4, and Article 272p, paragraph 1 of the CA, this Statement is a separate section and an integral part of the annual report on the state of the Company for the financial year 2025.
23 Independent Auditor's Report
To the shareholders of ING-GRAD d.d.
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of ING-GRAD d.d. (“the Company”), which comprise:
* the statement of financial position as at 31 December 2025; and, for the year from 1 January 2025 to 31 December 2025:
* the statement of profit or loss and other comprehensive income;
* the statement of changes in equity;
* the statement of cash flows; and
* notes, comprising material accounting policies and other explanatory information ("the financial statements”).
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union (“EU IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (“ISAs”) and Regulation (EU) No. 537/2014 of the European Parliament and of the Council. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to audits of the financial statements of public interest entities in the Republic of Croatia, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
24 Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Revenue from long-term construction contracts recognised over time
Sales revenue in 2025: EUR 164,710 thousand (2024: EUR 122,111 thousand). As at 31 December 2025: trade receivables: EUR 32,326 thousand, contract assets: EUR 9,425 thousand and contract liabilities EUR 9,390 thousand (31 December 2024: trade receivables: EUR 39,597 thousand, contract assets: EUR 8,296 thousand and contract liabilities EUR 9,390 thousand). See Note 2.4 Revenue recognition within Material accounting policies, Note 3.1. Construction revenues within Key accounting estimates and judgments and Note 4 Sales revenue within the financial statements.
| The key audit matter | How the matter was addressed in our audit |
|---|---|
| The Company generates most of its revenue from complex construction contracts, including cultural heritage restoration projects, for which revenue is recognised over time. The amount of revenue recognised, and the resulting contract margin, depends on management’s judgment in measuring progress using a cost-to-cost input method. This requires estimating total costs to complete each project, assessing whether the method appropriately reflects performance transferred to the customer, and determining whether certain costs should be excluded from the measure of progress because they do not reflect such performance. In addition, contract changes such as change orders and variations, and variable amounts affect the transaction price and the measure of progress. Judgment is required in determining whether changes are accounted for as separate contracts or as changes to existing contracts, and in assessing whether revenue is recognised only to the extent that a significant reversal is not expected. Given the size and sensitivity of recognised revenue, contract margin, contract assets and contract liabilities to changes in these estimates and judgments, we considered this area to be a key audit matter. | For a sample of significant contracts and/or projects, our procedures included: • Data and project records: reconciling project cost records used in measuring progress to the general ledger and, on a sample basis, tracing selected amounts to supplier invoices, subcontractor documentation and other source records, with a focus on significant projects and projects with significant changes in expected margin or limited headroom; • Measure of progress and exclusions: evaluating whether the cost-to-cost input method was appropriate in the context of the contractual terms and performance obligations; recomputing the measure of progress and revenue recognised for selected projects; and assessing whether costs that do not reflect performance transferred to the customer were excluded where required; • Estimate at completion: challenging management’s estimates of remaining costs to complete by performing a retrospective comparison of prior-year estimates to actual outcomes and comparing them to subsequent project developments; • Contract changes and variable amounts: for selected change orders, variations, assessing whether they were accounted for appropriately, recomputing the impact on transaction price and revenue where relevant, and evaluating whether amounts recognised were limited to those for which a significant reversal was not expected; • Disclosures: considering whether the related disclosures appropriately described the Company’s revenue recognition policy, the key judgments applied in measuring progress and the related contract balances. |
25 Emphasis of Matter – Comparative Information
We draw attention to Note 28 to the financial statements which indicates that the comparative information presented as at and for the year ended 31 December 2024 has been restated. Our opinion is not modified in respect of this matter.
Other Matter - Comparative Information
The financial statements of the Company as at and for the years ended 31 December 2024 and 31 December 2023 (from which the statement of financial position as at 1 January 2024 has been derived), excluding the adjustments described in Note 28 to the financial statements were audited by another auditor who expressed unmodified opinions on those financial statements on 28 April 2025 and on 20 June 2024.As part of our audit of the financial statements as at and for the year ended 31 December 2025, we also audited the retrospective adjustments described in Note 28 that were applied to restate the comparative information presented as at and for the year ended 31 December 2024 and the statement of financial position as at 1 January 2024. We were not engaged to audit, review, or apply any procedures to the financial statements for the years ended 31 December 2024 or 31 December 2023 (not presented herein) or to the statement of financial position as at 1 January 2024, other than with respect to the adjustments described in Note 28 to the financial statements. Accordingly, we do not express an opinion or any other form of assurance on those respective financial statements taken as a whole. However, in our opinion, the adjustments described in Note 28 are appropriate and have been properly applied.
Other Information
Management is responsible for the other information. The other information comprises the Management Report and the Corporate Governance Report included in the Annual Report of the Company, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With regard to the Management Report and the Corporate Governance Report, we also performed procedures prescribed by applicable legal requirements and we report that:
- the information given in the Management Report and the Corporate Governance Report for the financial year for which the financial statements are prepared, is consistent, in all material respects, with the financial statements;
- the Management Report and the Corporate Governance Report have been prepared, in all material respects, in accordance with applicable legal requirements.
If, based on the work we have performed, we 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 Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation of the financial statements that give a true and fair view in accordance with EU IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. 26
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with International Standards on Auditing 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 financial statements.
As part of an audit in accordance with International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, 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 opinion. 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 internal control relevant to the 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 management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’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 financial statements or, if such disclosures are inadequate, to modify our opinion. 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 the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or 27 regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Information Required by Regulation (EU) No. 537/2014 of the European Parliament and the Council
Appointment of Auditor and Period of Engagement
We have been appointed to audit the annual financial statements of the Company by resolution of those charged with governance dated 1 July 2025. Our period of total uninterrupted engagement is 1 year, covering the period ended 31 December 2025.
Consistency with Additional Report to Audit Committee
We confirm that our audit opinion is consistent with the additional report to the Audit Committee.
Non-audit Services
We declare that no prohibited non-audit services referred to in Article 5 (1) of Regulation (EU) No. 537/2014 of the European Parliament of the Council and Article 44 of the Audit Act were provided and that we remained independent in conducting the audit.
Report on Compliance with the ESEF Regulation
In accordance with the requirements of Article 462 paragraph 5 of Capital Market Act, we are required to express an opinion on whether the financial statements of the Company as at and for the year ended 31 December 2025, as included in the attached electronic file inggrad-2025-12-31-1-en, have been prepared, in all material respects, in accordance with the requirements of the Commission Delegated Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of a single electronic reporting format ("the RTS on ESEF”).
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation of the financial statements in a digital format that complies with the RTS on ESEF. This responsibility includes:
- the preparation of the financial statements in the applicable XHTML format and their publication;
- the selection and application of appropriate iXBRL tags, using judgment where necessary;
- creating and properly anchoring extension elements where no suitable element exists;
- performing block-tagging where required;
- ensuring consistency between digitised information and the financial statements presented in human-readable format; and
- the design, implementation and maintenance of internal control relevant to the application of the RTS on ESEF.
Those charged with governance are responsible for overseeing the Company’s ESEF reporting, as a part of the financial reporting process. 28
Auditor's Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been prepared, in all material respects, in accordance with the RTS on ESEF, based on the evidence we have obtained.We conducted our reasonable assurance engagement in accordance with International Standard on Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of Historical Financial Information (ISAE 3000) issued by the International Auditing and Assurance Standards Board. A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to obtain evidence about whether the financial statements have been prepared, in all material respects, in accordance with the RTS on ESEF. The nature, timing and extent of procedures selected depend on the auditor’s judgment, including the assessment of the risks of material departures from the requirements of set out in the RTS on ESEF, whether due to fraud or error. Reasonable assurance is a high degree of assurance. However, it does not guarantee that the scope of procedures will identify all significant (material) non-compliance with the RTS on ESEF. Our procedure included, among others:
• obtaining an understanding of the Company’s ESEF preparation process;
• evaluating the design and implementation of relevant controls over the iXBRL tagging process;
• assessing the XHTML structure and the completeness of tagging;
• evaluating the appropriate application of core taxonomy elements, the creation and anchoring of extension elements, and the application of block-tagging where required; and, where relevant,
• assessing consistency between machine-readable and human-readable versions and the signed audited financial statements.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, based on the procedures performed and evidence obtained, the financial statements of the Company as at and for the year ended 31 December 2025 presented in ESEF format and contained in the aforementioned attached electronic file, have been prepared, in all material respects, in accordance with the requirements of the RTS on ESEF.
29 April 2026
KPMG Croatia d.o.o. za reviziju
Croatian Certified Auditors
Eurotower, 17th floor
Ivana Lučića 2a
10000 Zagreb
Croatia
Joško Džida
Member of the Management Board, Croatian Certified Auditor
ING-GRAD d.d.
Financial statements for the year ended 31 December 2025
ING-GRAD d.d.
Statement of profit or loss and other comprehensive income
For the year ended 31 December 2025
30
*for restatement see note 28
The accompanying notes form an integral part of these financial statements.
| (in thousands of EUR) | Notes | 2025 | 2024 Restated |
|---|---|---|---|
| Operating revenues | 4 | 164,710 | 122,111 |
| Other income | 5 | 776 | 1,300 |
| Cost of raw materials and consumables | (6,233) | (4,601) | |
| Service expenses | 6 | (115,267) | (82,361) |
| Employee expenses | 7 | (12,061) | (12,127) |
| Depreciation and amortisation | (2,072) | (1,979) | |
| Other operating expenses | 8 | (3,940) | (3,796) |
| Impairment of financial assets | (3) | - | |
| Operating profit | 25,910 | 18,547 | |
| Finance income | 1,222 | 621 | |
| Finance costs | (151) | (366) | |
| Net finance income | 9 | 1,071 | 255 |
| Share of profit of equity accounted investees | 13 | 214 | 49 |
| Profit before tax | 27,195 | 18,851 | |
| Income tax | 10 | (5,471) | (3,750) |
| Profit for the year | 21,724 | 15,101 | |
| Other comprehensive income | - | - | |
| Total comprehensive income | 21,724 | 15,101 | |
| Basic and diluted earnings per share | 11 | 6.00 | 3.90 |
ING-GRAD d.d.
Statement of financial position
As at 31 December 2025
31
*for restatement see note 28
The accompanying notes form an integral part of these financial statements.
| (in thousands of EUR) | Note | 31 December 2025 | 31 December 2024 Restated | 1 January 2024 Restated |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | 12 | 7,472 | 4,550 | 5,362 |
| Intangible assets | 1 | 9 | 2 | |
| Equity-accounted investees | 13 | 233 | 20 | 20 |
| Other investments | 14 | 458 | 414 | 414 |
| Deferred tax assets | 15 | 51 | 37 | 88 |
| 8,215 | 5,030 | 5,886 | ||
| Current assets | ||||
| Other investments | 14 | 63,339 | 11,616 | 4,445 |
| Contract asset | 16 | 9,245 | 8,296 | 7,133 |
| Inventories | 474 | 349 | 274 | |
| Trade and other receivables | 17 | 32,955 | 39,879 | 6,812 |
| Asset held for sale | 111 | 912 | 3,104 | |
| Cash and cash equivalents | 18 | 16,513 | 3,662 | 28,476 |
| 122,637 | 64,714 | 50,244 | ||
| Total assets | 130,852 | 69,744 | 56,130 | |
| EQUITY AND LIABILITIES | ||||
| Capital and reserves | ||||
| Share capital | 19 | (3,990) | (3,990) | (3,990) |
| Capital reserves | 19 | (34,207) | - | - |
| Treasury shares | 19 | 2,657 | 23,018 | - |
| Reserve for treasury shares | 19 | (2,657) | (23,018) | - |
| Legal reserve | 19 | (200) | - | - |
| Retained earnings | 19 | (47,238) | (15,320) | (24,951) |
| (85,635) | (19,310) | (28,941) | ||
| Non-current liabilities | ||||
| Provisions | 20 | (4,684) | (3,528) | (1,882) |
| Lease liabilities | 21 | (2,561) | (1,068) | (1,383) |
| (7,245) | (4,596) | (3,265) | ||
| Current liabilities | ||||
| Provisions | 20 | (1,455) | (1,748) | (1,813) |
| Lease liabilities | 21 | (809) | (436) | (667) |
| Loans and borrowings | 22 | - | (8,334) | (76) |
| Contract liability | 16 | (9,390) | (12,258) | (8,907) |
| Income tax payable | (1,697) | (1,639) | (1,589) | |
| Trade and other payables | 23 | (24,621) | (21,423) | (10,872) |
| (37,972) | (45,838) | (23,924) | ||
| Total liabilities | (45,217) | (50,434) | (27,189) | |
| Total equity and liabilities | (130,852) | (69,744) | (56,130) |
ING-GRAD d.d.
Statement of changes in equity
For the year ended 31 December 2025
32
*for restatement see note 28
The accompanying notes form an integral part of these financial statements.
| (in thousands of EUR) | Share capital | Capital reserves | Treasury shares | Reserve for treasury shares | Legal reserve | Retained earnings | Total |
|---|---|---|---|---|---|---|---|
| Balance at 1 January 2024 | 3,990 | - | - | - | - | 24,951 | 28,941 |
| Profit for the year (restated) | - | - | - | - | - | 15,101 | 15,101 |
| Total comprehensive income for the year (restated) | - | - | - | - | - | 15,101 | 15,101 |
| Transactions with owners: | |||||||
| Treasury shares aquired | - | - | (23,018) | - | - | - | (23,018) |
| Dividends | - | - | - | - | - | (1,714) | (1,714) |
| Transfer to reserves | - | - | - | 23,018 | - | (23,018) | - |
| Balance at 31 December 2024 (restated) | 3,990 | - | (23,018) | 23,018 | - | 15,320 | 19,310 |
| Balance at 1 January 2025 | 3,990 | - | (23,018) | 23,018 | - | 15,320 | 19,310 |
| Profit for the year | - | - | - | - | - | 21,724 | 21,724 |
| Total comprehensive income for the year | - | - | - | - | - | 21,724 | 21,724 |
| Transactions with owners: | |||||||
| Treasury shares sold | - | 33,009 | 20,361 | - | - | - | 53,370 |
| Transfer | - | - | - | (20,361) | - | 20,361 | - |
| Dividends | - | - | - | - | - | (9,967) | (9,967) |
| Equity-settled share-based payments | - | 1,198 | - | - | - | - | 1,198 |
| Transfer to reserves | - | - | - | - | 200 | (200) | - |
| Balance at 31 December 2025 | 3,990 | 34,207 | (2,657) | 2,657 | 200 | 47,238 | 85,635 |
ING-GRAD d.d.
Statement of cash flows
For the year ended 31 December 2025
33
*for restatement see note 28
The accompanying notes form an integral part of these financial statements.
| (in thousands of EUR) | Notes | 2025 | 2024 Restated |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit for the year | 21,724 | 15,101 | |
| Adjustments for: | |||
| Income tax | 10 | 5,471 | 3,750 |
| Depreciation and amortisation | 2,072 | 1,979 | |
| (Gain)/loss on sale of property, plant and equipment | 5 | (37) | (420) |
| Change in provisions | 20 | 863 | 1,581 |
| Cancelation of lease contract | 16 | - | - |
| Equity-settled share-based payments | 1,198 | - | |
| Share of profit of equity accounted investees | (214) | - | |
| Loss on disposal of other investments | 27 | - | - |
| Change in FV of financial assets measured as FVPNL | (384) | - | |
| Interest income | 9 | (738) | (552) |
| Interest expense | 9 | 111 | 360 |
| Profit from operations before changes in working | 30,094 | 21,805 | |
| (Increase)/decrease in inventory | (125) | (75) | |
| (Increase)/decrease in trade and other receivables and contract assets | 5,975 | (34,230) | |
| Increase/(decrease) in trade and other payables and contract liabilities | 330 | 13,902 | |
| Cash generated from operating activities | 36,274 | 1,402 | |
| Interest paid | (179) | (292) | |
| Income tax paid | (5,427) | (3,649) | |
| Net cash flows form operating activities | 30,668 | (2,539) | |
| Cash flows from investing activities | |||
| Acquisition of property, plant and equipment | 12 | (2,053) | (4,443) |
| Proceeds from sale of property, plant and equipment | 272 | 6,003 | |
| Proceeds from other investments | 169,971 | 215,212 | |
| Acquistion of other investments | (221,380) | (222,383) | |
| Interest received | 738 | 552 | |
| Net cash flows form investing activities | (52,452) | (5,059) | |
| Cash flows from financing activities | |||
| Acquisition of treasury share | - | (23,018) | |
| Treasury shares sold | 53,370 | - | |
| Dividends paid | (9,967) | (1,714) | |
| Proceeds of loans and borowings | - | 19,800 | |
| Repayments of loans and borowings | 21 | (8,266) | (11,610) |
| Payments of lease liabilities | 21 | (502) | (674) |
| Net cash flows form financing activities | 34,635 | (17,216) | |
| Net increase/(dcrease) in cash and cash equivalents | 12,851 | (24,814) | |
| Cash and cash equivalents at 1 January | 3,662 | 28,476 | |
| Cash and cash equivalents at 31 December | 16,513 | 3,662 |
ING-GRAD d.d.
Notes to the financial statements
For the year ended 31 December 2025
34
1. General information
ING-GRAD d.d. (“the Company”) was founded in the Republic of Croatia and entered into the register of commercial companies at the Commercial Court in Zagreb under the number MBS 080189931 under the name ING-GRAD d.d. special works in construction. The Company's OIB is 93245284305, the Company's registered office is in Zagreb at Kalinovica 3/IV. The main activity of the company ING-GRAD d.o.o. is construction, final construction works, investment, design, construction supervision, construction of residential and commercial buildings, sale of apartments and commercial premises, sale of construction materials. Members of the Management Board as at 31 December 2025 mr.sc.Branislav Brizar – President of the Management Board
Patrik Klarić – Member of the Management Board
Srđan Jončić – Member of the Management Board
Miljenko Zovko – Member of the Management Board
Ivan Augustin – Member of the Management Board (since 18 September 2025)
Members of the Supervisory Board
Nikolina Topić – President of the Supervisory Board
Davor Stanić – Vice-president of the Supervisory Board
Višnja Krpan – Member of the Supervisory Board
Lovro Kovačić – Member of the Supervisory Board (since 1 July 2025)
Boris Mažurin – Member of the Supervisory Board (since 1 July 2025)
1.2. Basis of preparation
The financial statements have been prepared in accordance with the applicable laws in the Republic of Croatia and with the International Financial Reporting Standards adopted in the European Union (“IFRS EU”). The financial statements have been prepared on the historical cost basis, except for certain financial instruments that are stated at fair value as presented in note 14.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
35
1.2. Basis of preparation (continued)
The preparation of financial statements in conformity with International Financial Reporting Standards adopted in the European Union (“IFRS EU”) requires the use of certain key judgements and accounting estimates. It also requires the Management Board to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are presented in Note 3.
The Company's financial statements are presented in euros (EUR) as the functional currency of the Company.
The financial statements have been prepared under the assumption that the Company will continue to operate as a going concern. Management believes that the use of the going concern assumption in preparation of financial statements with respect to the abovementioned facts is appropriate.
2. Material accounting policies
The principal accounting policies used for the preparation of these financial statements are presented below. These accounting policies have been consistently applied to all the periods presented, unless otherwise stated.
2.1. Application of new and revised international financial reporting standards
A number of new standards, amendments to existing standards and interpretations have been issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Board, but have not yet entered into force for the accounting period ending 31 December 2025 and/or have not been adopted by the European Union and as such were not applied in the preparation of these financial statements.
Most of the new standards, changes to existing standards and interpretations adopted by the European Union, which are not yet in use, will not have a significant impact on the Company's financial statements.
Except for the changes below, the Company has consistently applied the accounting policies as set out in the Notes below to all periods presented in these financial statements.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
36
2. Material accounting policies (continued)
Effective standards, amendments to standards and implementations – adopted in 2025
Effective from 1 January 2025 the following standards, amendments or interpretations came into force:
- Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023); The amendments to IAS 21 introduce requirements for assessing when a currency is exchangeable into another currency and when it is not. If a currency is determined to be non-exchangeable, entities are required to estimate the spot exchange rate. The amendments also introduce additional disclosure requirements. These changes apply to annual reporting periods beginning on or after 1 January 2025, with early application permitted.
Adoption of these standards and amendments has not determined substantial effects on the amounts recognized in balance sheet or income statement or impact on disclosure of accounting policies.
Standards, amendments to standards and interpretations issued but not yet effective
The standards, amendments to standards and interpretations that are issued, but not yet effective, up to the date of issuance of the financial statements are disclosed below. The Company intends to adopt these standards, if applicable, when they become effective.
- Amendments to IFRS 9 Financial instruments and IFRS 7 Financial instruments: Disclosures: Classification and measurement of Financial Instruments (issued on 30 May 2024; effective date 1 January 2026);
- Annual Improvements to IFRS Accounting Standards – Volume 11 (issued on 18 July 2024; effective date 1 January 2026);
- Amendments to IFRS 9 Financial instruments and IFRS 7 Financial instruments: Disclosures: Nature-dependent electricity contracts (issued on 18 December 2024; effective date 1 January 2026);
- IFRS 18 Presentation and Disclosure in Financial Statements (issued on 9 April 2024; effective date 1 January 2027);
- IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued on 9 May 2024; effective date 1 January 2027);
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
37
2. Material accounting policies (continued)
2.1. Application of new and revised international financial reporting standards (continued)
- Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Disclosures: Translation to Hyperinflationary Presentation Currency (issued on 13 November 2025; effective date 1 January 2027);
- Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Disclosure: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (issued on 11 September 2014; effective date to be determined).
IFRS 18 Presentation and Disclosure in Financial Statements will replace IAS 1 Presentation of Financial Statements and will apply for annual reporting periods beginning on or after 1 January 2027. The Company has not early adopted IFRS 18 in preparing these financial statements; however, earlier application is permitted. IFRS 18 introduces a more structured statement of profit or loss and enhanced disaggregation of information. The Company is in the process of assessing the expected impact of the initial application of IFRS 18 on its financial statements.
Structure of the statement of profit or loss
IFRS 18 requires income and expenses to be classified into five categories in the statement of profit or loss: operating, investing, financing, income tax and discontinued operations. Classification of income and expenses is based on the entity’s main business activities. The Company has determined that it does not have a specified main business activity of investing in assets and/or providing financing to customers. The adoption of IFRS 18 will not affect the Company’s net profit or net assets. However, the Company will be required to present new mandatory subtotals, including operating profit and profit or loss before financing and income tax.
Based on currently available information, the Company expects the following changes in the current structure of the profit or loss statement:
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
38
2. Material accounting policies (continued)
2.1. Application of new and revised international financial reporting standards (continued)
- Share of profit / (loss) of equity-accounted investees is currently presented below net finance costs and above profit before tax. Income and expenses from equity-accounted investees are always classified in the investment category under IFRS 18. Accordingly, the Company's share of the profit of equity-accounted investees will be classified and presented in the investing category.
- Interest income and expenses are generally presented within finance income and finance expense under the Company's current accounting policy and are presented in the subtotal “net finance expense.” IFRS 18 provides specific guidance on income and expenses classified into investing and financing categories:
- Interest income on certain financial assets held by the Company (interest income on corporate debt securities, financial assets measured at fair value through profit or loss and cash and cash equivalents) will be classified and presented in the investing category.
- Interest expenses on certain liabilities will continue to be classified and presented in the financing category (interest expense on financial liabilities not measured at fair value through profit or loss).
Operating expenses under IFRS 18 may be presented by nature, by function or using a mixed presentation. The Company is still in the process of determining which presentation will provide the most useful structured summary of operating expenses.
Management-defined performance measures
Management-defined performance measures are subtotals of income and expenses used in public communications outside the financial statements to communicate management’s view of an aspect of the Company’s financial performance. IFRS 18 requires entities to disclose specific information about management-defined performance measures in a single note within the financial statements.
Aggregation and disaggregation of information
IFRS 18 enhances the principles for aggregation and disaggregation of information in the primary financial statements and the notes, and introduces guidance on the labelling and description of line items.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
39
2. Material accounting policies (continued)
2.2.### Investment in associates
Associated companies are companies in which the Company has significant influence, but not control (assumed at voting power between 20% and 50%). In the financial statements investments in associates are accounted for using the equity method of accounting. The Company’s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income with a corresponding adjustment to the carrying amount of the investment. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate. The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount adjacent to ‘share of profit/(loss) of associates’ in the income statement.
2.3. Foreign currencies
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated into the functional currency at the foreign exchange rate ruling at that date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Non-monetary assets and items that are measured in terms of historical cost of a foreign currency are not retranslated. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into functional currency at foreign exchange rates ruling at the dates at which the values were determined.
ING-GRAD d.d. Notes to the financial statements (continued)
For the year ended 31 December 2025
40
2. Material accounting policies (continued)
2.4. Revenue recognition
Performance obligations and revenue recognition policies
Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control over a good or service to a customer. The transfer of control of a good or service may take place continuously (revenue recognition on a progress towards completion basis) or on a specific date (recognition on completion). Before revenue is recognised, the Company identified both the contract and the various performance obligations contained in the contract. The number of performance obligations depends on the type of contract and activities. Most of the Company’s contracts involve only one performance obligation.
Revenue recognition policies under IFRS 15 for the Company’s revenue streams are as follows:
Construction contracts
The Company’s main revenue generated from construction contract arises from final construction works, investment, design, construction supervision relating to the construction of residential and commercial buildings, energy projects and rehabilitation and restoration projects of Croatian monumental and cultural heritage. Based on the fundamental principles of IFRS 15, the Company’s accounting policy for the recognition of revenue from contracts with customers is set up to reflect:
- the rate at which performance obligations are fulfilled, corresponding to the transfer to a customer of control of a good or service;
- the amount to which the seller expects to be entitled as consideration for its activities.
ING-GRAD d.d. Notes to the financial statements (continued)
For the year ended 31 December 2025
41
2. Material accounting policies (continued)
2.4. Revenue recognition (continued)
The contractual terms and the way in which the Company operates its construction contracts are predominantly derived from projects containing one performance obligation. To measure progress towards completion of construction, the Company uses a method based on the cost-to-cost method. The related costs are recognised in profit or loss when they are incurred. Contract assets arise when the Company’s right to consideration for work performed is less than the amounts billed. Advances received from customers in excess of the Company’s right to consideration for work performed are reported as contract liabilities. The invoicing dynamic is defined by contractual relations with customers and, in most cases is based on the phases of work execution (temporary situations). The Company issues invoices periodically, most often monthly or upon completion of phases defined by the contract.
Contract amendments (relating to the price and/or scope of the contract) are recognised when approved by the customer. Where amendments relate to new goods or services regarded as distinct, and where the contract price increases by an amount reflecting “stand- alone selling prices” of the additional goods or services, those amendments are recognised as a distinct contract.
In determining the transaction price, the Company considers all components of consideration, including any variable consideration such as performance bonuses, early‑completion incentives, penalties for delays, claims and other similar adjustments (as applicable). The Company includes variable consideration in the transaction price only to the extent that it is highly probable that a significant reversal of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved (the “constraint”).
Where a third party (such as a subcontractor) is involved in the supply of a distinct good or service, the Company determines whether it obtains control of that good or service before it is transferred to the customer. Where control is obtained before transfer to the customer, the Company recognises as revenue the gross amount to which it expects to be entitled in exchange. Where control is not obtained, the Company takes the view that it is not the principal in the transaction and only recognises as revenue the amount corresponding to its remuneration as intermediary.
ING-GRAD d.d. Notes to the financial statements (continued)
For the year ended 31 December 2025
42
2. Material accounting policies (continued)
2.4. Revenue recognition (continued)
Warranty provisions are accrued over the period of the construction contract and reflected in the cost to cost calculation. The cost of winning the contract that would not have been incurred if the Company had not won the contract is recognised as an asset where it is recoverable and amortised over the estimated contract term. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are expected to be recoverable until such time that it can reasonably measure the outcome. An expected loss on a contract is recognized immediately in profit or loss.
Sale of construction materials
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue for goods and products is recognised as point in time. Advances received are included in contract liabilities.
Other non-construction services
Service revenues relate to other non-construction services. These services are predominantly recognized over time. The services that have been determined to be one performance obligation and are fulfilled over time. Revenue therefore is recognized over time. Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed using the output method by reference to surveys of work performed.
2.5. Finance income and costs
Finance income comprises interest income on funds invested, dividend income, gains on the disposal of financial assets, changes in the fair value of financial assets at fair value through profit or loss and foreign currency gains. Interest income is recognized as it accrues, using the effective interest method. Dividend income is recognized on the date that the Company’s right to receive payment is established, which in the case of quoted securities is the ex- dividend date. Finance costs comprise interest expense on borrowings and foreign currency losses. Borrowing costs that are not directly attributable to the cost of acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest rate method.
ING-GRAD d.d. Notes to the financial statements (continued)
For the year ended 31 December 2025
43
2. Material accounting policies (continued)
2.6. Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
2.7. Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit (and does not give rise to equal taxable and deductible temporary differences), and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if certain criteria are met.
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 44
- Material accounting policies (continued)
2.7. Income tax (continued)
Deferred tax is measured at the tax rates expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
2.8. Financial instruments
Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI – debt instrument; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 45
- Material accounting policies (continued)
2.8. Financial instruments (continued)
Financial liabilities – Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Company enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 46
- Material accounting policies (continued)
2.9. Property, plant and equipment
Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.
Subsequent expenditure
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.
Depreciation
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land and assets under construction are not depreciated. The estimated useful lives are as follows:
| Asset Category | Useful Life |
|---|---|
| Buildings | 20 years |
| Plant and equipment | 4 years |
| Tools, machinery and vehicles | 4-5 years |
Depreciation methods and useful lives are reviewed at each reporting date.
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 47
- Material accounting policies (continued)
2.10. Assets held for sale
Non-current assets which are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. Immediately before classification as held for sale, the assets are remeasured in accordance with the Company’s accounting policies. Thereafter, the assets are measured at the lower of their carrying amount and fair value less cost to sell.
2.11. Inventories
Inventories of commercial goods and raw materials are valued at the lower of cost, using the weighted average method, or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated cost necessary to make the sale. Cost includes expenditure incurred in acquiring the inventories and bringing them to their existing condition and location decreased by any discounts received. The value of slow moving and obsolete stock is reduced and charged to the current year profit or loss.
2.12. Cash and cash equivalents
Cash and cash equivalents include cash in banks and cash in cash registers including demand and term deposits with maturity up to 3 months.
2.13. Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At commencement or on modification of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Company has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component. The Company recognises a right-of-use asset and a lease liability at the lease commencement date.The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 48
- Material accounting policies (continued)
2.13. Leases (continued)
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased. Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 49
- Material accounting policies (continued)
2.13. Leases (continued)
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Company presents right-of-use assets that do not meet the definition of investment property in “property, plant and equipment” in the statement of financial position.
Short-term leases and leases of low-value assets
The Company has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
2.14. Impairment
Non-derivative financial assets
Financial instruments and contract assets
The Company recognises loss allowances for expected credit losses (ECLs) on:
- financial assets measured at amortised cost;
- contract assets.
Loss allowances are measured on either of the following:
- 12-month ECLs: these are ECLs that result from possible default events within 12 months after the reporting date; and
- Lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instruments
Loss allowance for the Company’s trade receivables and contract assets are always measured at an amount equal to lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 90 days past due.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 50
- Material accounting policies (continued)
2.14. Impairment (continued)
The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held). The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
2.15. Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of non-financial assets to determine whether there is any indication of impairment. If such indications exist or when annual impairment testing of assets is required, the Company estimates the recoverable amount of the asset. For the purpose of impairment testing, assets are grouped into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or cash-generating units.
The recoverable amount of an asset or cash-generating unit is the higher of its value in use and its fair value less costs to sell. Value in use is based on estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement. They are first allocated to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then allocated to reduce the carrying amounts of other assets in the cash-generating unit on a pro rata basis.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 51
- Material accounting policies (continued)
2.16. Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares, and do not relate to business combinations, are recognized as a deduction from equity. Share issue costs incurred directly in connection with a business combination are included in the cost of acquisition.
2.17. Share based payments
The Company has established a reward plan based on the value of the Company's shares. The fair value of the employee service received in exchange for the grant of the shares is recognised as an expense with a corresponding increase in equity over the vesting period. The total amount to be reported as an expense over the vesting period refers to the fair value of the shares granted at the grant date. The amount recognized as an expense is adjusted to reflect the number of shares for which all vesting conditions are expected to be met.
2.18. Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss when they are due.
Long term employee benefits
The Company recognizes a liability for long-term employee benefits (legally determined severance payments and jubilee awards) evenly over the period the benefit is earned based on actual years of service. Long-term employee benefit liability is determined using assumptions regarding the likely number of staff to whom the benefit will be payable, estimated benefit cost and the discount rate.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are recognized in profit or loss as the related service is provided.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 52
- Material accounting policies (continued)
2.19. Segment reporting
When assessing business performance and making decisions on the allocation of resources in accordance with IFRS 8 the Company's Management Board (the Chief operating decision maker “CODM”) reviews only one set of financial information for the entire Company and does not disaggregate the information into multiple components. Based on that the Company reports only one operating segment in these financial statements.
3.### Key accounting estimates and judgments
Construction Revenues
The revenues and costs reflected in the financial statements are based on the Company’s engineering and financial best estimates of the stage of contract completion and profit to be realized upon completion. Considering the costs incurred on each project to date compared to management’s estimate of the final total project costs. As the project progresses, these estimates may change significantly should unexpected costs or unforeseen project difficulties occur. Contract assets and Contract liabilities arising from these transactions are disclosed under the Note 16.
Warranty provisions
The Company provides warranties for its products and completed projects for an average period of up to 10 years. Given the small number of contracts where the warranty period deviates from the average duration and given that the aforementioned deviations are generally not significant compared to industry practice, which shows a general trend of extending warranties on such products, the Company concluded that the portfolio of existing customer contracts does not include significant non-standard warranties that could be considered a separate performance obligation.
Management estimates a provision for warranty repairs based on historical information on warranty utilisation costs of warranty repairs as well as industry statistics. Additionally, where circumstances are identified which carry increased risk of defects and failures, warranty provisions for such contracts are individually assessed based on those specific circumstances. Provisions are then based on current and future estimated costs of rectification of defects as a result of technical analyses and correspondence with customers.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
53
4. Sales revenue
Income from damages refers to a completed procedure where the buyer was obliged to compensate the Company and subcontractors for the failure to provide the contracted conditions. On the same basis, the Company also recognized the expense disclosed in Note 6 for part of the damages which related to subcontractors.
Disaggregation of revenue from contract with customers by timing of revenue is shown below:
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Revenue from construction contracts | 161,203 | 121,159 |
| Revenue from sales of materials | 302 | 182 |
| Income from damages | 2,056 | - |
| Revenue from other services | 1,149 | 770 |
| 164,710 | 122,111 |
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Revenue recognized in time | 302 | 182 |
| Revenue recognized over time | 164,408 | 121,929 |
| 164,710 | 122,111 |
Key customers
The revenue from one customer of the Company represented approximately 26% (2024: 12%) of the Company’s total revenue.
5. Other income
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Gain on sale of property, plant and equipment | 37 | 420 |
| Other operating income | 739 | 880 |
| 776 | 1,300 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
54
6. Service expenses
Lease expenses relates to short-term and variable lease payment. During 2025, the Company's auditors provided the Company with services related to the statutory audit of the Company's financial statements, other assurance services related to Remuneration report of the Management Board and Supervisory Board and Related parties transactions report in the total amount of EUR 60 thousand (2024: EUR 27 thousand).
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Subcontractor expenses | 109,828 | 79,284 |
| Intelectual services | 1,109 | 983 |
| Damages | 1,335 | - |
| Maintenance and security expenses | 717 | 544 |
| Lease expenses | 533 | 316 |
| Utilities expenses | 375 | 239 |
| Other external services expenses | 1,370 | 995 |
| 115,267 | 82,361 |
7. Employee expenses
In 2025, pension fund contributions amounted to EUR 1,730 thousand (2024: EUR 1,601 thousand). Average number of employees during 2025 was 234 (2024: 209 employees).
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Net salaries and wages | 5,927 | 6,548 |
| Taxes and contributions from salaries | 3,092 | 3,564 |
| Taxes and contributions on salaries | 1,558 | 1,647 |
| Other employee benefits | 286 | 368 |
| Share-based payments expense | 1,198 | - |
| 12,061 | 12,127 |
For the year ended 31 December 2025
ING-GRAD d.d.
Notes to the financial statements (continued)
8. Other operating expenses
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Employee expense reimbursements | 976 | 833 |
| Insurance expenses | 533 | 423 |
| Entertainment and advertising expenses | 462 | 300 |
| Bank charges and transaction fees | 372 | 271 |
| Donations | 116 | 110 |
| Warranty costs | 832 | 1,536 |
| Employee provision expense | 109 | - |
| Other operating expenses | 540 | 323 |
| 3,940 | 3,796 |
9. Net finance income
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Change in FV of financial assets measured as FVPNL | 384 | 64 |
| Interest income | 738 | 552 |
| Exchange rate differences | 1 | 4 |
| Other finance income | 99 | 1 |
| 1,222 | 621 | |
| Interest costs | (111) | (360) |
| Exchange rate differences | (3) | (5) |
| Other finance costs | (37) | (1) |
| (151) | (366) | |
| Net finance income/(cost) | 1,071 | 255 |
10. Income tax
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Current tax | 4,812 | 3,699 |
| Deferred tax expense | (14) | 51 |
| Change in estimate related to prior years | 673 | - |
| 5,471 | 3,750 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
56
10. Income tax (continued)
Reconciliation of effective tax rate:
In accordance with the regulations of the Republic of Croatia, the Tax Authority may commence an inspection within three years from the end of the year for which the corporate income tax liability was determined. Due to different interpretations of legal provisions relating to items affecting the tax base, there is a possibility of additional tax liabilities being disclosed that the Company's Management Board is unaware of at the time of approval of the annual financial statements.
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Profit before tax | 27,195 | 18,851 |
| Income tax at 18% (2024:18%) | 4,895 | 3,393 |
| Non-deductable expenses | 43 | 421 |
| Non-taxable income | (140) | (64) |
| Change in estimate related to prior years | 673 | - |
| Income tax expense | 5,471 | 3,750 |
| Effective tax rate | 20.12% | 19.89% |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
57
11. Earnings per share
Diluted earnings per share for 2025 and 2024 are the same as basic since the Company had no convertible instruments or options outstanding during either period. Weighted average number of shares is as follows:
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Profit/(loss) for the year | 21,724 | 15,101 |
| Average weighted number of shares | 3,619,114 | 3,871,065 |
| Basic (and diluted) earnings per share | 6.00 | 3.90 |
| 2025 | 2024 | |
|---|---|---|
| Issued shares at 1 January | 3,990,000 | 3,990,000 |
| Average own shares | (370,886) | (118,935) |
| Weighted average number of shares | 3,619,114 | 3,871,065 |
| 2025 | 2024 | |
|---|---|---|
| Own shares at 1 January | 1,356,600 | - |
| Bough own shares on 29 November 2024 | - | 1,356,600 |
| Sold own shares on 7 March 2025 | (1,200,000) | - |
| Own shares at 31 December | 156,600 | 1,356,600 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
58
12. Property, plant and equipment
| (in thousands of EUR) | Land | Buildings | Right of use buildings | Plant and machinery | Right of use vehicles | Tools, vehicles | Leasehold improvements | Other tangible assets | Assets under construction | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||||
| Year ended 31 Dec 2023 | 25 | 24 | 1,622 | 2,114 | 440 | 8,022 | 268 | 80 | 38 | 12,633 |
| Additions | - | - | - | - | 128 | - | - | - | 1,037 | 1,165 |
| Disposals | - | - | - | (174) | - | (235) | - | - | - | (409) |
| Cancelation of lease contract | - | - | (899) | - | (60) | - | - | - | - | (959) |
| Transfers | - | - | - | 278 | - | 760 | 36 | - | (1,074) | - |
| Year ended 31 Dec 2024 | 25 | 24 | 723 | 2,218 | 508 | 8,547 | 304 | 80 | 1 | 12,430 |
| Accumulated depreciation | ||||||||||
| Year ended 31 Dec 2023 | - | 6 | 764 | 1,486 | 197 | 4,719 | 99 | - | - | 7,271 |
| Depreciation | - | 1 | 251 | 251 | 85 | 1,306 | 75 | - | - | 1,969 |
| Disposals | - | - | - | (173) | - | (234) | - | - | - | (407) |
| Cancelation of lease contract | - | - | (894) | - | (59) | - | - | - | - | (953) |
| Year ended 31 Dec 2024 | - | 7 | 121 | 1,564 | 223 | 5,791 | 174 | - | - | 7,880 |
| Carrying amounts | ||||||||||
| Year ended 31 Dec 2023 | 25 | 18 | 858 | 628 | 243 | 3,303 | 169 | 80 | 38 | 5,362 |
| Year ended 31 Dec 2024 | 25 | 17 | 602 | 654 | 285 | 2,756 | 130 | 80 | 1 | 4,550 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
59
12. Property, plant and equipment (continued)
There was no property, plant and equipment that was pledged as a collateral as of 31 December 2024 or 31 December 2025.
| (in thousands of EUR) | Land | Buildings | Right of use buildings | Plant and machinery | Right of use vehicles | Tools, vehicles | Leasehold improvements | Other tangible assets | Assets under construction | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||||
| Year ended 31 Dec 2024 | 25 | 24 | 723 | 2,218 | 508 | 8,547 | 304 | 80 | 1 | 12,430 |
| Additions | - | - | 2,038 | - | 330 | - | - | - | 2,053 | 4,421 |
| Disposals | - | - | - | (36) | - | (220) | - | - | - | (256) |
| Cancelation of lease contract | - | - | (254) | - | (107) | - | - | - | - | (361) |
| Transfer from assets held for sale | 252 | 370 | - | - | - | - | - | - | - | 622 |
| Transfers | - | - | - | 504 | - | 628 | - | - | (1,132) | - |
| Year ended 31 Dec 2025 | 277 | 394 | 2,507 | 2,686 | 731 | 8,955 | 304 | 80 | 922 | 16,856 |
| Accumulated depreciation | ||||||||||
| Year ended 31 Dec 2024 | - | 7 | 121 | 1,564 | 223 | 5,791 | 174 | - | - | 7,880 |
| Depreciation | - | 12 | 258 | 288 | 128 | 1,302 | 76 | - | - | 2,064 |
| Disposals | - | - | - | (36) | - | (164) | - | - | - | (200) |
| Cancelation of lease contract | - | - | (254) | - | (106) | - | - | - | - | (360) |
| Year ended 31 Dec 2025 | - | 19 | 125 | 1,816 | 245 | 6,929 | 250 | - | - | 9,384 |
| Carrying amounts | ||||||||||
| Year ended 31 Dec 2024 | 25 | 17 | 602 | 654 | 285 | 2,756 | 130 | 80 | 1 | 4,550 |
| Year ended 31 Dec 2025 | 277 | 375 | 2,382 | 870 | 486 | 2,026 | 54 | 80 | 922 | 7,472 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
60
13. Equity-accounted investee
The Company has 19% ownership and significant influence, without control, in ING-JET d.o.o. which is Croatian construction entity registered on commercial court in Zagreb, Croatia. The Company also had ownership and significant influence, without control in Ingomont d.o.o. which was liquidated in 2025. Carrying amount of the investment at 31 December 2024 was EUR 1 thousand.Below are summarized financial information for associate:
| Name of associate | Carrying amount on 31 December 2024 | Carrying amount on 31 December 2025 | Share in profit | Dividend | Liquidated |
|---|---|---|---|---|---|
| ING-JET d.o.o. | 19 | 214 | - | - | 233 |
| Ingomont d.o.o. | 1 | - | - | (1) | - |
| Total | 20 | 214 | - | (1) | 233 |
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Non-current assets | 1,599 | 1,498 |
| Current assets | 2,967 | 2,403 |
| Total assets | 4,566 | 3,901 |
| Non-current liabilities | 1,318 | 660 |
| Current liabilities | 2,022 | 2,518 |
| Total liabilities | 3,340 | 3,178 |
| Net assets | 1,226 | 723 |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 61
13. Equity-accounted investee (continued)
14. Other investments
Investments in equity securities relates to investments the Company has in publicly listed entities, and for which do not meet the criteria for classification as either amortised cost or FVOCI. Loans given relate mostly to loans given to employees with annual interest rate from 2% to 5%. Deposits with commercial banks are given with annual interest rate from 1.95% to 2.08% and mature in less than 6 months. Other investments relates to investments in low risk money market funds.
| 2025 | 2024 | |
|---|---|---|
| Sales revenue | 11,819 | 7,424 |
| Operating expenses | (10,378) | (6,996) |
| Financial income | 20 | 1 |
| Financial costs | (65) | (18) |
| Income tax | (269) | (92) |
| Profit after tax | 1,127 | 319 |
(in thousands of EUR)
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Investments measured at FVPNL | ||
| Investments in equity securities | 458 | 414 |
| Investments in money market funds | 28,230 | 7,191 |
| 28,688 | 7,605 | |
| Investments measured at amortized cost | ||
| Loans given | 109 | 825 |
| Deposits with commercial banks | 35,000 | 3,600 |
| 35,109 | 4,425 | |
| Total other investments | 63,797 | 12,030 |
| Non-current investments | 458 | 414 |
| Current investments | 63,339 | 11,616 |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 62
15. Deferred tax assets
Movement of deferred tax assets is show below:
| Deferred tax assets | As of 1 January 2024 | Recognised in PnL | As of 31 December 2024 | Recognised in PnL | As of 31 December 2025 |
|---|---|---|---|---|---|
| Impairments of property | 88 | (51) | 37 | (28) | 9 |
| Investments measured at FVTPL | - | - | - | 8 | 8 |
| Lease liabilities | - | - | - | 606 | 606 |
| Total | 88 | (51) | 37 | 586 | 623 |
| Deferred tax liability | As of 1 January 2024 | Recognised in PnL | As of 31 December 2024 | Recognised in PnL | As of 31 December 2025 |
|---|---|---|---|---|---|
| Right of use assets | - | - | - | (572) | (572) |
| Total | - | - | - | (572) | (572) |
16. Contract assets and liabilities
Revenue recognized in the reporting period that was a part of the contract liabilities at the beginning of the period amounted to EUR 12,258 thousand (2024: EUR 8,910 thousand). The Company expects to recognize revenue from the EUR 9,289 thousand of contract liability in the next 12 months. Unsatisfied performance obligations at the reporting date related to contracts with customers with a total value of EUR 208,572 thousand (31 December 2024: EUR 304,130 thousand), and for which performance obligations are to be met in the future reporting periods. Of the total unsatisfied performance obligations from contracts with customers, approximately 60% of the value will be realized in the next 12 months, approximately 25% in the period between one and two years, and the remaining amount in periods after 2 years.
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Contract asset from contracts with customers | 9,245 | 8,296 |
| 9,245 | 8,296 | |
| Contract liability | (9,390) | (12,258) |
| (9,390) | (12,258) |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 63
17. Trade and other receivables
As at 31 December, the ageing structure of trade receivables was as follows:
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Trade receivables – domestic | 32,326 | 39,597 |
| Receivables from government | 30 | 61 |
| Other receivables | 599 | 221 |
| 32,955 | 39,879 |
(in thousands of EUR)
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Not due | 24,095 | 25,610 |
| <30 days | 1,676 | 6,428 |
| 31-60 days | 1,696 | 5,811 |
| 61-90 days | 2,732 | 1,514 |
| 91-365 days | 2,127 | 234 |
| >365 days | - | - |
| 32,326 | 39,597 |
(in thousands of EUR)
All trade receivables are from customers that are directly or indirectly related to State. The Company considers risk of default on state related receivables negligible. In the year 2025 the Company has recognised EUR 3 thousand (2024: none) of impairment for trade receivables.
18. Cash and cash equivalents
Cash on brokerage account and doesn’t bear any interest.
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Giro account | 2,004 | 3,565 |
| Foreign currency account | - | 89 |
| Cash on hand | 9 | 8 |
| Cash on brokerage account | 4,500 | - |
| Demand deposits | 10,000 | - |
| 16,513 | 3,662 |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 64
19. Capital and reserves
Share capital
Share capital is determined in the nominal amount of EUR 3,990 thousand (31 December 2024: EUR 3,990 thousand) and comprises 3,990,000 ordinary shares with a nominal value of EUR 1 per share. Holders of these shares are entitled to dividends as declared and are entitled to one vote per share at general meetings of the Company. Ordinary shares of the Company are listed on the Official market at the Zagreb Stock Exchange under the name IG-R-A from 10 March 2025 in accordance with the resolution of the Zagreb Stock Exchange Management from 6 March 2025.
Reserve for treasury shares
The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Company. At 31 December 2025, the Company held 156,600 of the Company’s shares (31 December 2024: 1,356,600). The reserves for treasury shares are non- distributable in accordance with local regulations (Companies Act).
Legal reserve
The legal reserve is required under Croatian law according to which the Company is committed to build up legal reserves to a minimum of 5% of the profit for the year until the total reserve reaches 5% of the share capital. Both legal reserves are non-distributable.
Capital reserves
Capital reserves relates mainly to reserves formed from gain on sale of treasury shares in Initial public offering (net of transaction costs). The Company has established legal and other reserves in accordance with the Companies Act that are formed on the basis of profit distribution according to the General Assembly’s decisions.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 65
20. Provisions
The provision for warranties relates mainly to project finished from 2023 to 2025. The provision was estimated based on historical warranty data associated with similar projects and services and adjusted for differences in warranty period and complexity of projects. The Company has warranty periods of up to 10 years for certain cultural heritage restoration projects.
| (in thousands of EUR) | Warranty provision | Provision for legal disputes | Employee provisions | Total |
|---|---|---|---|---|
| As of 1 January 2024 | 3,511 | 183 | - | 3,694 |
| Additional provisions | 1,615 | - | - | 1,615 |
| Usage of provisions | (31) | - | - | (31) |
| Release of provision | - | (2) | - | (2) |
| As of 31 December 2024 | 5,095 | 181 | - | 5,276 |
| As of 1 January 2025 | 5,095 | 181 | - | 5,276 |
| Additional provisions | 776 | - | 109 | 885 |
| Usage of provisions | (21) | - | - | (21) |
| Release of provision | - | (1) | - | (1) |
| As of 31 December 2025 | 5,850 | 180 | 109 | 6,139 |
| Non-current portion | 4,575 | - | 109 | 4,684 |
| Current portion | 1,275 | 180 | - | 1,455 |
21. Leases
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Lease liabilities | ||
| Non-current | 2,561 | 1,068 |
| Current | 809 | 436 |
| 3,370 | 1,504 |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 66
21. Lease (continued)
Amounts recognised in profit and loss related to leases are:
| 2025 | 2024 | |
|---|---|---|
| Depreciation of righ of use assets | 386 | 336 |
| Short term leases and variable lease payments | 533 | 316 |
| Interest expense | 73 | 59 |
| 992 | 711 |
(in thousands of EUR)
The Company leases buildings and vehicles and interest rates that Company used to discount future cash flows when recognizing assets with right of use were 3% - 4.2%. (2024: 2.3% - 5.9%). The Company leases construction and IT equipment and these leases are short-term and/or leases of low-value items. The Company has elected not to recognise right-of-use assets and lease liabilities for these leases and lease expense is presented in note 6. Reconciliation of movements of liabilities to cash flows arising from financing activities is shown below:
| (in thousands of EUR) | Loans and borrowings | Lease liabilities | Total |
|---|---|---|---|
| As of 1 January 2024 | 76 | 2,050 | 2,126 |
| Changes from financial activities | |||
| Proceeds from loans and borrowings | 19,800 | - | 19,800 |
| Repayments of loans and borrowings | (11,610) | - | (11,610) |
| Lease repayments | - | (674) | (674) |
| Interest paid | (231) | (59) | (290) |
| Other changes | |||
| New leases | - | 128 | 128 |
| Lease terminations | - | - | - |
| Interest expense | 299 | 59 | 358 |
| As of 31 December 2024 | 8,334 | 1,504 | 9,838 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 67
21. Leases (continued)
| Loans and borrowings | Lease liabilities | Total | |
|---|---|---|---|
| As of 1 January 2025 | 8,334 | 1,504 | 9,838 |
| Changes from financial activities | |||
| Proceeds from loans and borrowings | - | - | - |
| Repayments of loans and borrowings | (8,266) | - | (8,266) |
| Lease repayments | - | (502) | (502) |
| Interest paid | (105) | (73) | (178) |
| Other changes | |||
| New leases | - | 2,368 | 2,368 |
| Lease terminations | - | - | - |
| Interest expense | 37 | 73 | 110 |
| As of 31 December 2025 | - | 3,370 | 3,370 |
22. Loans and borrowings
Borrowing from owner relates to loan given by majority shareholder Mr. Branislav Brizar with the annual interest rate of 2.8%.
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Borrowings from owner | - | 5,322 |
| Bank loans | - | 3,000 |
| Liabilities for deposits | - | 12 |
| - | 8,334 |
(in thousands of EUR)
23. Trade and other payables
| 31 December 2025 | 31 December 2024 | |
|---|---|---|
| Trade payables | 21,322 | 18,415 |
| Liabilities to employees | 1,577 | 784 |
| VAT liabilities | 1,077 | 1,414 |
| Other tax and contribution liabilities | 550 | 282 |
| Other liabilities | 95 | 528 |
| 24,621 | 21,423 |
(in thousands of EUR)
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 68
24.# Financial instruments – fair values and risk management
Classification of financial assets and liabilities is as shown below:
| 31 December 2025 (in thousands of EUR) | FV hierarchy | Fair value through PnL | Amortised cost | Other financial liabilities | Total |
|---|---|---|---|---|---|
| Financial assets measured at fair value | |||||
| Equity securities | Level 1 | 458 | - | - | 458 |
| Other investments | Level 1 | 28,230 | - | - | 28,230 |
| 28,688 | - | - | 28,688 | ||
| Financial assets not measured at fair value | |||||
| Trade and other receivables | n/a | - | 32,955 | - | 32,955 |
| Cash and cash equivalents | n/a | - | 16,513 | - | 16,513 |
| Loans given | n/a | - | 109 | - | 109 |
| Deposits with commercial banks | n/a | - | 35,000 | - | 35,000 |
| - | 84,577 | - | 84,577 | ||
| Financial liabilities not measured at fair value | |||||
| Borrowings from owner | n/a | - | - | - | - |
| Bank loans | n/a | - | - | - | - |
| Liabilities for deposits | n/a | - | - | - | - |
| Trade and other payables | n/a | - | - | (24,621) | (24,621) |
| - | - | (24,621) | (24,621) |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
69
24. Financial instruments – fair values and risk management (continued)
| 31 December 2024 (in thousands of EUR) | FV hierarchy | Fair value through PnL | Amortised cost | Other financial liabilities | Total |
|---|---|---|---|---|---|
| Financial assets measured at fair value | |||||
| Equity securities | Level 1 | 414 | - | - | 414 |
| Other investments | Level 1 | 7,191 | - | - | 7,191 |
| 7,605 | - | - | 7,605 | ||
| Financial assets not measured at fair value | |||||
| Trade and other receivables | n/a | - | 39,879 | - | 39,879 |
| Cash and cash equivalents | n/a | - | 3,662 | - | 3,662 |
| Loans given | n/a | - | 825 | - | 825 |
| Deposits with commercial banks | n/a | - | 3,600 | - | 3,600 |
| - | 47,966 | - | 47,966 | ||
| Financial liabilities not measured at fair value | |||||
| Borrowings from owner | n/a | - | - | (5,322) | (5,322) |
| Bank loans | n/a | - | - | (3,000) | (3,000) |
| Liabilities for deposits | n/a | - | - | (12) | (12) |
| Trade and other payables | n/a | - | - | (21,423) | (21,423) |
| - | - | (29,757) | (29,757) |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
70
Fair value of financial assets and liabilities
Fair value of a financial instrument is the amount at which it could be exchanged, or a liability settled, between knowledgeable and willing parties in an arm's length transaction. The Company uses the following hierarchy for determining the fair value of financial instruments:
• level 1: quoted prices (unadjusted) in active markets for such assets or liabilities
• level 2: other techniques where all inputs which have a significant effect on the fair value are observable on the market, directly or indirectly
• level 3: techniques where all inputs which have a significant effect on the fair value are not based on the observable market data.
The fair value of the Company’s financial assets and liabilities generally approximates the carrying amount of the Company’s assets and liabilities. In addition to investing in equity instruments, the Company used the following methods and assumptions in estimating the fair value of financial instruments:
Receivables and bank deposits
For assets that mature within 3 months, the carrying value approximates their fair value due to the short maturities of these instruments. For longer-term assets, the contracted interest rates do not deviate significantly from the current market rates and, consequently, the fair value approximates the carrying value.
Loans and borrowings
Fair value of current liabilities approximates their carrying value due to the fact that the interest rates on said loans are approximated by relevant market interest rates. The Management Board believes that their fair value is not materially different from their carrying value.
Other financial instruments
The financial instruments not carried at fair value are trade receivables, other receivables, trade payables and other current liabilities. The historical carrying value of receivables and liabilities, including provisions that are in line with the usual terms of business is approximately equal to their fair value.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
71
24. Financial instruments – fair values and risk management (continued)
Financial instrument risks
The Company’s operations are exposed to the following financial risks: market risk, credit risk and liquidity risk.
Market risk
Market risk is the fluctuation risk of fair value or future cash flows of financial instruments resulting from changes in market prices. Market risk comprises three types of risk: foreign exchange risk, interest rate risk and other price risks. There were no significant changes to the Company’s exposure to market risk or the manner in which it measures and manages the risk. The Company is not exposed to foreign exchange risk as whole operations of the Company are domestic and there is no significant revenue, assets or liabilities which are denominated in foreign currency. The Company has interest-bearing liabilities and interest earning assets, which are mainly at fixed rates, so the Company’s expenses, income and cash flows from financing activities are not significantly dependent on changes in market interest rates.
Credit risk
The Company’s current assets that may potentially lead to concentration of credit risk consist primarily of cash and cash equivalents, investments in short term money-market funds, trade and other receivables and loans given. The Company has policies in place to ensure that services are sold to customers with an appropriate credit history. Most of the Company’s customers are related with Croatian state (such as universities, museums and hospitals and government owned assets such as Trg Pravde and Croatian Parliament) financed out of the state budget.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of credit facilities and the ability to meet all obligations. The following table shows the Company’s remaining contractual maturity for its financial liabilities. The tables have been prepared based on the undiscounted cash flows:
| 31 December 2025 (in thousands of EUR) | Carrying amount | Contractual cash flows | Less than 1 year | 2-5 years | More than 5 years |
|---|---|---|---|---|---|
| Non-interest bearing liabilities | |||||
| Trade and other payables | 24,621 | (24,621) | (24,621) | - | - |
| Interest bearing liabilitues | |||||
| Loans and borrowings | - | - | - | - | - |
| Lease liabilities | 3,370 | (3,501) | (840) | (2,514) | (147) |
| 27,991 | (28,122) | (25,461) | (2,514) | (147) |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
72
24. Financial instruments – fair values and risk management (continued)
Financial instrument risks (continued)
Liquidity risk (continued)
| 31 December 2024 (in thousands of EUR) | Carrying amount | Contractual cash flows | Less than 1 year | 2-5 years | More than 5 years |
|---|---|---|---|---|---|
| Non-interest bearing liabilities | |||||
| Trade and other payables | 21,423 | (21,423) | (21,423) | - | - |
| Interest bearing liabilitues | |||||
| Loans and borrowings | 8,334 | (8,371) | (8,371) | - | - |
| Lease liabilities | 1,504 | (1,564) | (453) | (894) | (216) |
| 31,261 | (31,358) | (30,247) | (894) | (216) |
Capital management
Financial leverage ratio
The finance function of the Company reviews the capital structure on an annual basis. As part of this review, the Company considers the cost of capital and the risks associated with each class of capital. One of the ratios monitored is the financial leverage ratio which was as follows at the reporting date:
| (in thousands of EUR) | 31 December 2025 | 31 December 2024 |
|---|---|---|
| Debt (current and non-current) = D | (3,370) | (9,838) |
| Bank deposits (current) | 35,000 | 3,600 |
| Cash and cash equivalents | 16,513 | 3,662 |
| Net cash / (debt) | 48,143 | (2,576) |
| Equity = E | 85,635 | 19,310 |
| Financial leverage ratio = D/(D+E) | n/a | 13.3% |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
73
25. Related party transactions
| (in thousands of EUR) | 31 December 2025 | 31 December 2024 |
|---|---|---|
| Trade receivables | ||
| Associates | 63 | 187 |
| Other related parties | - | - |
| 63 | 187 | |
| Trade payables | ||
| Associates | 225 | 177 |
| Other related parties | 36 | 33 |
| 261 | 210 | |
| Loans given | ||
| Subsidiaries | - | 42 |
| - | 42 | |
| Loans liabilities | ||
| Branislav Brizar | - | 5,266 |
| - | 5,266 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
74
25. Related party transactions (continued)
Mr. Branislav Brizar is the majority shareholder with the 64.5% of ownership and he is the ultimate controlling party of the Company. During 2024, the Company purchased 1,356 thousand of treasury shares from Mr. Brizar at a price of EUR 17 per share, which amounted to EUR 23,052 thousand. In 2025 the Company sold other financial investment with book value of EUR 414 thousand for EUR 388 thousand to Company whose sole owner is Mr. Brizar realising loss on disposal in amount of EUR 26 thousand.
Other related parties relate to companies in which the key management or their related parties have ownership which results in them having control or significant influence over these companies. Associates represent companies presented in note 13.
Key management remuneration for 2025 amounts to EUR 1,568 thousand (2024: EUR 2,531 thousand). Key management consists of Management board members, i.e. 5 persons in 2025 (2024: 4 persons). Key management remuneration for 2025 includes share-based payments as part of short-term bonus program in the amount of EUR 185 thousand (2024: -). Key management remuneration includes also share-based payments in the amount of EUR 514 thousand as part of the long-term incentives scheme for the management.
| (in thousands of EUR) | 2025 | 2024 |
|---|---|---|
| Sale of goods and services | ||
| Associates | 37 | 173 |
| Other related parties | 445 | 3,038 |
| 482 | 3,211 | |
| Purchases of goods and services | ||
| Associates | 1,159 | 1,030 |
| Other related parties | 416 | 328 |
| 1,575 | 1,358 | |
| Finance income | ||
| Subsidiaries | 1 | 1 |
| 1 | 1 | |
| Finance expenses | ||
| Branislav Brizar | 30 | 80 |
| 30 | 80 |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025
75
26.### Share-based payments
Employee share-based payments
The Company gave all employees who were eligible for bonuses for 2025 the choice between payment in cash or shares of the Company. All employees who chose payment in shares of the Company became entitled to a 20% higher bonus amount. Accordingly, the Company recognized the cost of share-based payments for employees in the amount of EUR 611 thousand (2024: -).
Key management share based payments
Part of the short-term bonus of the Management Board relating to 2025 is paid in shares of the Company in accordance with the remuneration policy of the Management Board members. Accordingly, the Company has recognized the cost of share-based payment for management in 2025 in the amount of EUR 185 thousand (2024: -).
At the Company level, there are long-term plans for allocating shares to key management of the Company for the period from 2025 to 2029. The share allocation program applies to the Company's Management Board, and the right is acquired in the event that a member of the Management Board has exercised the right to the payment of an annual bonus. The total number of shares to be allocated to a member of the Management Board on this basis will be determined by dividing a predetermined percentage of the annual Total Remuneration by the weighted average of the Company's share prices achieved on the regulated market in the last ten days of the business year preceding the business year for which the amount of the share award is determined.
The share allocation program for the Company's Management Board includes market and non-market conditions that must be met in order for a Management Board member to be entitled to a bonus payment. Management Board members become entitled to the allocation of shares during the term of office in the period from 2025 to 2029, and the Company accrues the amount of the expense relating to the current year at the reporting date based on the expectation of meeting the aforementioned conditions. When determining the total number of shares to be allocated to a member of the Management Board, the Supervisory Board will take into account all possible business events that may have an impact on the final amount of the share award (such as the issuance of new shares of the Company, share splits, status changes, business combinations, etc.).
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 76
26. Share-based payments (continued)
Key management share based payments
Fair value measurement
The fair value of shares to the key management was measured using the Monte Carlo formula. The variables in measuring the cost of share-based payment transactions are the share price at the measurement date, instrument execution price, expected volatility (based on the historical volatility of the shares) and risk-free interest rate. Based on the long-term share allocation plans for key management the Company has accrued amount of EUR 514 thousand in 2025.
27. Subsequent events
After the end of the business year there was no significant events that would require disclosure in the financial statements.
28. Restatements of comparatives
In this financial statement, the Company has made a number of corrections to comparative information previously reported , which result from previously inadequately applied financial reporting framework, i.e. EU IFRS, and refer to the following:
a) Investments in associates
Investments in associates, which were previously presented within other financial assets, are now presented separately as investments in associates, in accordance with the nature of the investment and relevant IFRS presentation requirements.
b) Profit for the year
Profit for the year, which was previously presented as a separate line item on the face of the statement of financial position, is now included within retained earnings, as required by IAS 1 Presentation of Financial Statements.
c) Assets held for sale
Assets classified as held for sale were previously presented within inventories. These assets are now presented separately as assets held for sale, in line with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
d) Contract assets and contract liabilities
Contract assets and contract liabilities were previously included within other receivables and other liabilities, respectively. These balances are now presented separately on the face of the statement of financial position, in accordance with IFRS 15 Revenue from Contracts with Customers, to enhance transparency regarding balances arising from contracts with customers.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 77
28. Restatements of comparatives (continued)
e) Current portion of lease liabilities
The current portion of lease liabilities was previously presented within borrowings and loans. It is now presented separately as current lease liabilities, in accordance with IFRS 16 Leases, to better reflect the nature of the underlying obligation.
f) Employee benefits – unused vacation
The liability for unused vacation, which was previously presented within provisions, is now presented within employee benefit liabilities, in accordance with IAS 19 Employee Benefits, as it represents a short-term employee benefit obligation rather than a provision.
g) Gain on disposal of property, plant and equipment
The gain on disposal of property, plant and equipment, which was previously presented on a gross basis within revenue, is now presented on a net basis within other income, in accordance with IAS 1 Presentation of Financial Statements.
h) Provisions
Remeasurement of provisions, which were previously presented on a gross basis, are now presented on a net basis in the statement of profit or loss. The reclassification relates solely to presentation and had no impact on profit for the period.
i) Other reclassifications
Other reclassifications within the statement of financial position and the statement of cash flows relate to items that were previously incorrectly presented. These reclassifications have been made to align the presentation of such items with the requirements of IFRS and to ensure appropriate classification and comparability of the financial statements. The reclassifications relate solely to presentation matters and had no impact on the Company’s financial position, performance or cash flows.
j) Warranties provision
In prior periods, the Company did not recognise provisions for warranties progressively over the construction contract term and, consequently, such costs were not included in the cost‑to‑cost measure of progress. As a result, the Company has restated the Statement of profit or loss and other comprehensive income for the year ended 31 December 2024 and the Statement of financial position as at 31 December 2024. The restatement reflects the alignment of the accounting treatment of warranty provisions with the Company’s accounting policy 2.5 Revenue recognition and the requirements of IFRS 15 Contracts with Customers.
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 78
28. Restatements of comparatives (continued)
Restatement of the statement of financial position as at 1 January 2024:
| (in thousands of EUR) | Previously published 1 January 2024 | Reclassifications | Restated 1 January 2024 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 5,362 | - | 5,362 |
| Intangible assets | 2 | - | 2 |
| Other investments | 414 | - | 414 |
| Equity-accounted investees a) | - | 20 | 20 |
| Financial assets a), i) | 63 | (63) | - |
| Deferred tax assets | 88 | - | 88 |
| 5,929 | (43) | 5,886 | |
| Current assets | |||
| Other investments i) | 4,401 | 44 | 4,445 |
| Contract asset d) | - | 7,133 | 7,133 |
| Inventories c) | 3,378 | (3,104) | 274 |
| Trade and other receivables c), d,) i) | 13,857 | (7,045) | 6,812 |
| Asset held for sale c) | - | 3,104 | 3,104 |
| Cash and cash equivalents | 28,476 | - | 28,476 |
| 50,112 | 132 | 50,244 | |
| Total assets | 56,041 | 89 | 56,130 |
| EQUITY AND LIABILITIES | |||
| Capital and reserves | |||
| Share capital | (3,990) | - | (3,990) |
| Capital reserves | - | - | - |
| Treasury shares | - | - | - |
| Reserve for treasury shares | - | - | - |
| Legal reserve | - | - | - |
| Retained earnings b) | (13,446) | (11,505) | (24,951) |
| Profit for the year b) | (11,505) | 11,505 | - |
| (28,941) | - | (28,941) | |
| Non-current liabilities | |||
| Provisions | (1,882) | - | (1,882) |
| Lease liabilities | (1,383) | - | (1,383) |
| (3,265) | - | (3,265) | |
| Current liabilities | |||
| Provisions f) | (2,141) | 328 | (1,813) |
| Lease liabilities e) | - | (667) | (667) |
| Loans and borrowings e) | (743) | 667 | (76) |
| Contract liability d) | - | (8,907) | (8,907) |
| Income tax payable | (1,589) | - | (1,589) |
| Trade and other payables d), f), i) | (19,362) | 8,490 | (10,872) |
| (23,835) | (89) | (23,924) | |
| Total liabilities | (27,100) | (89) | (27,189) |
| Total equity and liabilities | (56,041) | (89) | (56,130) |
ING-GRAD d.d.
Notes to the financial statements (continued)
For the year ended 31 December 2025 79
28. Restatements of comparatives (continued)
Restatement of the statement of financial position as at 31 December 2024:
| (in thousands of EUR) | Previously published 31 December 2024 | Restatements | Reclassifications | Restated 31 December 2024 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | 4,550 | - | - | 4,550 |
| Intangible assets | 9 | - | - | 9 |
| Other investments | 414 | - | - | 414 |
| Equity-accounted investees a) | - | - | 20 | 20 |
| Financial assets a), i) | 20 | - | (20) | - |
| Deferred tax assets | 37 | - | - | 37 |
| 5,030 | - | - | 5,030 | |
| Current assets | ||||
| Other investments i) | 11,616 | - | - | 11,616 |
| Contract asset d) | - | - | 8,296 | 8,296 |
| Inventories c) | 1,261 | - | (912) | 349 |
| Trade and other receivables c), d,) i) | 48,478 | - | (8,599) | 39,879 |
| Asset held for sale c) | - | - | 912 | 912 |
| Cash and cash equivalents | 3,662 | - | - | 3,662 |
| 65,017 | - | (303) | 64,714 | |
| Total assets | 70,047 | - | (303) | 69,744 |
| EQUITY AND LIABILITIES | ||||
| Capital and reserves | ||||
| Share capital | (3,990) | - | - | (3,990) |
| Capital reserves | - | - | - | - |
| Treasury shares | 23,018 | - | - | 23,018 |
| Reserve for treasury shares | (23,018) | - | - | (23,018) |
| Legal reserve | - | - | - | - |
| Retained earnings b), j) | (219) | 1,722 | (16,823) | (15,320) |
| Profit for the year b) | (16,823) | - | 16,823 | - |
| (21,032) | 1,722 | - | (19,310) | |
| Non-current liabilities | ||||
| Provisions j) | (1,806) | - | ||
| :--- | :--- | :--- | :--- | :--- |
| Lease liabilities | (1,068) | - | - | (1,068) |
| (2,874) | (1,722) | - | (4,596) | |
| Current liabilities | ||||
| Provisions f) | (2,116) | - | 368 | (1,748) |
| Lease liabilities e) | - | - | (436) | (436) |
| Loans and borrowings e) | (8,715) | - | 381 | (8,334) |
| Contract liability d) | - | - | (12,258) | (12,258) |
| Income tax payable | (1,639) | - | - | (1,639) |
| Trade and other payables d), f), i) | (33,671) | - | 12,248 | (21,423) |
| (46,141) | - | 303 | (45,838) | |
| Total liabilities | (49,015) | (1,722) | 303 | (50,434) |
| Total equity and liabilities | (70,047) | - | 303 | (69,744) |
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 80
- Restatements of comparatives (continued) Restatement of the statement of profit and loss and other comprehensive income for the year ended 31 December 2024:
| (in thousands of EUR) | Previously published 2024 | Restatements | Reclassifications | Restated 2024 |
|---|---|---|---|---|
| Operating revenues g), h) | 128,012 | - | (5,901) | 122,111 |
| Other income g) | 880 | - | 420 | 1,300 |
| 128,892 | - | (5,481) | 123,411 | |
| Cost of raw materials and consumables | (4,601) | - | - | (4,601) |
| Service expenses | (82,361) | - | - | (82,361) |
| Employee expenses | (12,127) | - | - | (12,127) |
| Depreciation and amortisation | (1,979) | - | - | (1,979) |
| Other operating expenses g), h), j) | (7,840) | (1,722) | 5,766 | (3,796) |
| Impairment of financial assets | - | - | - | - |
| Impairment of other assets i) | (7) | - | 7 | - |
| Other gains / (losses) - net g), h) | 292 | - | (292) | - |
| Operating profit | 20,269 | (1,722) | - | 18,547 |
| Finance income | 621 | - | - | 621 |
| Finance costs | (366) | - | - | (366) |
| Net finance income | 255 | - | - | 255 |
| Share of profit of equity accounted investees | 49 | - | - | 49 |
| Profit before tax | 20,573 | (1,722) | - | 18,851 |
| Income tax | (3,750) | - | - | (3,750) |
| Profit for the year | 16,823 | (1,722) | - | 15,101 |
| Other comprehensive income | - | - | - | - |
| Total comprehensive income | 16,823 | (1,722) | - | 15,101 |
ING-GRAD d.d. Notes to the financial statements (continued) For the year ended 31 December 2025 81
- Restatements of comparatives (continued) Restatement of the statement of cash flows for the year ended 31 December 2024:
| (in thousands of EUR) | Previously published 2024 | Restatements | Reclassifications | Restated 2024 |
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Profit for the year | 16,823 | (1,722) | - | 15,101 |
| Adjustments for: | - | - | - | - |
| Income tax | 3,750 | - | - | 3,750 |
| Depreciation and amortisation | 1,979 | - | - | 1,979 |
| (Gain)/loss on sale of property, plant and equipment i) | (113) | - | (307) | (420) |
| Impairment of trade receivables and contract assets i) | 6 | - | (6) | - |
| Change in provisions i), j) | (101) | 1,722 | (40) | 1,581 |
| Cancelation of lease contract i) | - | - | 6 | 6 |
| Interest income | (552) | - | - | (552) |
| Interest expense | 360 | - | - | 360 |
| Other changes i) | (72) | - | 72 | - |
| Profit from operations before changes in working capital | ||||
| (Increase)/decrease in inventory i) | 2,119 | - | (2,194) | (75) |
| (Increase)/decrease in trade and other receivables and contract assets i) | (35,196) | - | 966 | (34,230) |
| Increase/(decrease) in trade and other payables and contract liabilities i) | 9,333 | - | 4,569 | 13,902 |
| Other changes in working capital i) | 4,144 | - | (4,144) | - |
| Cash generated from operating activities | 2,480 | - | (1,078) | 1,402 |
| Interest paid i) | (360) | - | 68 | (292) |
| Income tax paid i) | (2,276) | - | (1,373) | (3,649) |
| Net cash flows form operating activities | (156) | - | (2,383) | (2,539) |
| Cash flows from investing activities | ||||
| Acquisition of property, plant and equipment i) | (1,052) | - | (3,391) | (4,443) |
| Proceeds from sale of property, plant and equipment i) | 107 | - | 5,896 | 6,003 |
| Proceeds from other investments | 215,212 | - | - | 215,212 |
| Acquistion of other investments | (222,383) | - | - | (222,383) |
| Interest received | 552 | - | - | 552 |
| Net cash flows form investing activities | (7,564) | - | 2,505 | (5,059) |
| Cash flows from financing activities | ||||
| Acquisition of treasury share | (23,018) | - | - | (23,018) |
| Dividends paid | (1,714) | - | - | (1,714) |
| Proceeds of loans and borowings i) | 19,950 | - | (150) | 19,800 |
| Repayments of loans and borowings i) | (11,638) | - | 28 | (11,610) |
| Payments of lease liabilities | (674) | - | - | (674) |
| Net cash flows form financing activities | (17,094) | - | (122) | (17,216) |
| Net increase/(decrease) in cash and cash equivalents | (24,814) | - | - | (24,814) |
| Cash and cash equivalents at 1 January | 28,476 | - | - | 28,476 |
| Cash and cash equivalents at 31 December | 3,662 | - | - | 3,662 |
ING-GRAD joint-stock company for special construction works
OIB: 93245284305
Kalinovica 3, Zagreb
Zagreb, 29 April 2026
Pursuant to the provisions of Article 26 of the Articles of Association of ING-GRAD D.d.. for special construction works (hereinafter: the Company), Article 250a, Article 275 and Article 300b of the Companies Act (Official Gazette Nos. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24, hereinafter: the Companies Act), the Management Board of the Company at its meeting held on 29 April 2026 adopted the following
DECISION
I. The annual report on the state of the Company for 2025, which represents the management report for 2025, is hereby determined, in accordance with the text attached to this Decision.
II. The annual financial statements for 2025 are hereby determined, in accordance with the text attached to this Decision, comprising:
- statement of financial position,
- statement of profit or loss and other comprehensive income,
- statement of cash flows,
- statement of changes in equity,
- notes to the financial statements,
III. The independent auditor’s report for 2025 is hereby determined.
IV. The statement on the application of the corporate governance code is hereby determined as an integral part of the report referred to in item I of this Decision.
V. The annual report on the state of the Company for 2025, which represents the management report for 2025, the annual financial statements for 2025 and the independent auditor’s report for 2025 shall be submitted to the Supervisory Board for examination.
VI. This Decision shall enter into force upon obtaining the consent of the Supervisory Board.
ING-GRAD D.d..
Branislav Brizar, MSc
President of the Management Board
ING-GRAD joint-stock company for special construction works
OIB: 93245284305
Kalinovica 3, Zagreb
Zagreb, 29 April 2026
Pursuant to the provisions of Article 300.c of the Companies Act (Official Gazette Nos. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24, hereinafter: the Companies Act), following the examination of the submitted relevant reports of the Management Board of ING-GRAD D.d.. for special construction works (hereinafter: the Company), the Supervisory Board of the Company at its meeting held on 29 April 2026 adopted the following
DECISION
I. Consent is hereby given to the annual report on the state of the Company for the year 2025, which represents the management report for 2025, and to the statement on the application of the corporate governance code, according to the text attached to this Decision.
II. Consent is hereby given to:
- the annual financial statements for the year 2025, which comprise: the statement of financial position, the statement of profit or loss and other comprehensive income, the statement of cash flows, the statement of changes in equity, the notes to the financial statements;
- the independent auditor’s report for the year 2025;
according to the text attached to this Decision.
III. In accordance with the provision of Article 300.d of the Companies Act, by granting the consent referred to in Item II of this Decision, the annual financial statements of the Company for the year 2025 are determined by the Management Board and the Supervisory Board of the Company.
IV. This Decision shall enter into force on the date of its adoption.
ING-GRAD D.d..
Nikolina Topić
Chair of the Supervisory Board
ING-GRAD joint-stock company for special construction works
OIB: 93245284305
Kalinovica 3, Zagreb
Zagreb, 29 April 2026
Pursuant to the provisions of Article 26 of the Articles of Association of ING-GRAD D.d.. for special construction works (hereinafter: the Company) and Article 275 and Article 300.b of the Companies Act (Official Gazette Nos. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24, hereinafter: the Companies Act), the Management Board of the Company at its meeting held on 29 April 2026 adopted the following DECISION
I. The proposal of the Decision on the use of profit is hereby determined, which reads as follows:
I. It is determined that the total profit after taxation for the year 2025 amounts to 21.724.892,32 EUR.
II. The total profit for the year 2025, after taxation, in the amount of 21.724.892,32 EUR, is allocated as follows:
a) payment of dividends in the gross amount of EUR 3.00 per share, in such a way that the dividend shall be paid to the shareholders of the Company who are registered as shareholders of the Company in the depository of the Central Depository and Clearing Company Inc. on 23 July 2026 (record date). The date from which the shares of the Company will be traded without the right to dividend payment is 22 July 2026 (ex date), and the dividend shall be paid on 29 July 2026 (payment date);
b) the remaining profit shall be allocated to retained earnings of the Company.
II. This proposal of the Decision shall be submitted to the Supervisory Board for examination.
ING-GRAD D.d..
Branislav Brizar, MSc
President of the Management Board
ING-GRAD joint-stock company for special construction works
OIB: 93245284305
Kalinovica 3, Zagreb
Zagreb, 29 April 2026
Pursuant to the provisions of Article 220. and 300.c of the Companies Act (Official Gazette Nos. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24; hereinafter: the Companies Act), following the conducted review of the submitted proposal for the Decision on the Use of Profit, the Supervisory Board of ING- GRAD D.d..for specialized construction works (hereinafter: the Company), at its meeting held on 29 April 2026, adopted the following:
DECISION
I.
Consent is given to the proposed Decision on the Use of Profit, which is submitted to the General Assembly for adoption, and which reads:
I. It is determined that the total profit after taxation for the year 2025 amounts to 21.724.892,32 EUR.
II. The total profit for the year 2025, after taxation, in the amount of 21.724.892,32 EUR, is allocated as follows:
a) payment of dividends in the gross amount of EUR 3.00 per share, in such a way that the dividend shall be paid to the shareholders of the Company who are registered as shareholders of the Company in the depository of the Central Depository and Clearing Company Inc. on 23 July 2026 (record date). The date from which the shares of the Company will be traded without the right to dividend payment is 22 July 2026 (ex date), and the dividend shall be paid on 29 July 2026 (payment date);
b) the remaining profit shall be allocated to retained earnings of the Company.
II.
This Decision shall enter into force on the date of its adoption.
ING-GRAD D.d.
Nikolina Topić
Chair of the Supervisory Board