RomReal Limited Annual Report 2025
17 April 2026
RomReal is a Company focused on the Romanian real estate market. Established in 2005 and
owns a premium portfolio of properties in the Black Sea – Constanta region
1
2
2025 Highlights
Net Asset Value (NAV)
Net Asset value was EUR 0.40(NOK 4.67 before any tax vs NOK 4.30 by year-end 2024) per
share, that being up 8.6% measured in EUR compared to the year-end 2024 level of EUR 0.36
per share. NOK/EUR was 11.82 by year-end 2025 versus 11.79 year-end 2024 (norges-bank.no).
The year-end 2025 valuation was concluded by Colliers as per December 2025 and the values
of the Group’s investment property have been updated accordingly.
Operational highlights
During 2025, the Company sold a total of 13,611 sq. meters from the various projects totalling
EUR 2.03 million. Hitherto, in 2026, the Company has sold property for a total EUR 0.1 million.
During 2025, a total of EUR 0.44 million (ex VAT) have been invested in infrastructure, primarily in
Oasis.
Financial Results
Net Result for the year 2025 was EUR 1.588 million compared to a loss of EUR 1.694 million in
2024
By year-end 2025, the Company had a cash position of EUR 6.0 million plus a total of EUR 0.5
million in unsettled receivables related to binding sales agreements, versus EUR 3.3 million in
cash and EUR 1.9 million in unsettled receivables.
Macro and real estate market highlights
Romania's GDP expanded in 2025 by an estimated 0.6%, compared to a growth of 0.9% in 2024,
according to data from the European Commission). The Government forecast a Romania 2026
1.0% GDP growth.
During 2025 the average residential prices in Romania reached an average price of EUR 1,909
(EUR 1,656/sqm), and in Constanta the average prices at the end of December 2025 reached
at EUR 1,943 (EUR1,766/sqm), according to www.imobiliare.ro
3
Key Financials
EUR '000
2025
2024
Operating Income
1,327
381
Operating Expenses
(348)
2,364
Other operating gain/ (loss), net
(168)
220
Net financial income/(expense)
195
297
Pre-tax result
1,701
(1,467)
Result for the period
1,588
(1,694)
Total assets
16,547
15,216
Total liabilities
594
525
Total equity
15,953
14,692
Equity %* (Booked equity / Total assets)
96.4%
96.6%
NAV per share* (EUR) (Booked equity / shares
outstanding)
0.40
0.36
Cash position
5,987
3,255
For a more detailed analysis of the key financials please review the Financial Statements
section of this report.
* Equity % and NAV per share is presented because management believes it gives relevant
information for understanding the Group’s financial position. Equity and NAV per share is not
defined performance measures in IFRS, and the Group’s definition may not be comparable to
similar titled measurements disclosed by other entities.
4
Property Portfolio
Total size of the Company’s Property Portfolio (“Land Bank”) was 144,811 sqm at the end of 2025
(158,422 at the end of 2024). The Company owns prime location plots in the Black Sea region,
County Constanta:
Plot name
Location
Size (m2)
1 Ovidiu (Oasis)
Constanta North/Ovidiu
20,407
2 Industrial Park
Constanta North/Ovidiu
110,116
3 Ovidiu Residence 3
Constanta North/Ovidiu
7,100
4 Balada Market
Central Constanta
7,188
Total
144,811
For further information on the Company’s property portfolio, please visit www.RomReal.com.
Romanian Macro development
The National Bank of Romania policymakers decided to keep the key rate at 6.50% on 7 April. The NBR’s
decision took into account inflationary pressures, political risk and the ongoing fiscal policy uncertainty.
Romania’s GDP contracted by 1.9 percent in 4Q 25 (quarter on quarter) reducing the annual growth to
0.6 percent. This is flash GDP data and breakdowns are not available yet, but both private consumption
and private investments were probably the main contributors to the drop. The 1.9 percent q/q contraction
was the sharpest since 2012, excluding during the pandemic. The 3Q quarterly drop was 0.2 percent
according to the National Institute of Statistics. With the two last quarters in negative territory, Romania
entered into a “Technical recession”. Because of the negative carryover effect, most forecaster’s are
reducing their 2026 GDP forecast to about 1 percent.
2026 should be a solid year for EU fund inflows, with strong public investments in particular in infrastructure.
The central bank notes that the annual inflation rate entered a mildly downward path at the beginning
of Q4.2025, falling to 9.69 percent in December from 9.88 percent in September, under the impact of the
significant declines in the dynamics of fuel and VFE prices during this period. In January 2026, the annual
inflation rate again fell marginally to 9.62 percent. This trend continued in February this year and the
inflation edged down to 9.3%.
The inflation was expected to continue this lowering trend, but after the next phase of the Iran war
commenced 28 February 2026, nobody is presently able for forecast the increasing energy costs effects
on the economy and its maturity.
5
RomReal Ethical Policy/Sustainability
Introduction
RomReal is only involved in minor construction
or development projects but aiming to
maintain its principles with regards to Ethical
Policy/Sustainability. These can be found
below:
Energy
From initial site surveys, through to the
specification of fixtures and fittings, the
Company in cooperation with its suppliers
aims to identify energy-efficient solutions. The
Company is seeking more intelligent and
sustainable approaches to design,
construction and materials.
Water
All the developments consider ways in which
water usage can be reduced, both during
construction and occupancy. Where possible,
specifying ways of increasing the efficiency of
water usage within the infrastructure of our
developments, delivering responsibility and
cost-efficiency.
Materials
The Company is aiming to select construction
materials carefully. The aim is to protect
natural resources and reduce carbon
emissions, if possible, thereby contributing to a
healthy environment for the residents in all
developments.
Waste
RomReal is aware of the need to reduce and
manage waste across our operations and is
aiming to fulfil all legal requirements. It also
supports and encourages residents in their
own recycling efforts.
Community
From introducing improvements to the local
infrastructure to including spaces for
socialising and local amenities, the aim is to
contribute to sustainable communities for
everyone.
Healthy Living
RomReal recognizes our responsibility to
support healthy lifestyles and meet the needs
and aspirations of residents. RomReal seeks to
maximize the natural benefits of sunlight,
daylight and open space within each
development.
Education and equality
RomReal seeks to deliver sustainable
development through its ethical policy and
working practices. The terms of reference
include requirements for economic and social
progress at a local level. The Company has
supported educational initiatives, both those
that spread best practice in sustainable
development, and those that enhance the
local educational infrastructure in general.
RomReal has 11 employees in total in Romania
and 9 are female and all are employed on
similar terms for similar jobs, regardless gender.
RomReal has a Board of Directors of three
permanent members including one female
member.
6
Please see below the list of the top 20 shareholders in RomReal as of 14 March 2026:
The total issued number of shares at the end Q4 2025 was 41,367,783 and the
table above is of 14 March 2026. (13) Thorkildsen Invest AS is a Company
controlled by the Kay Thorkildsen family. (2) Chairman Kjetil Grønskag owns
directly and indirectly 6,023,006 shares corresponding to 14.56%. The above list is
the 20 largest shareholders according to the Euronext VPS print out; please note
that shareholders might use different accounts and account names, adding to
their total holding. (11) RomReal owns 2.50% of its own shares.
Shareholder
Overview
Rank
Name
Holding
Ownership
1
SIX SIS AG
10,328,200
24.98%
2
GRØNSKAG, KJETIL
6,023,006
14.56%
3
THORKILDSEN, WENCHE
5,392,985
13.04%
4
SAGA EIENDOM AS
3,386,636
8.19%
5
AUSTBØ, EDVIN
2,108,500
5.10%
6
Danske Bank A/S
1,738,392
4.20%
7
GRØNLAND, STEINAR
1,659,867
4.01%
8
Kvaal Invest as
1,307,300
3.16%
9
Orakel as
1,101,000
2.66%
10
Energi Invest as
1,100,000
2.66%
11
RomReal Ltd
1,032,461
2.50%
12
Spar Kapital Investor as
940,236
2.27%
13
THORKILDSEN INVEST AS
829,478
2.01%
14
Arild Persson
722,912
1.75%
15
Anders Hoen
689,557
1.67%
16
AKSEL MAGDAHL
379,573
0.97%
17
Citibank
220,000
0.53%
7
18
Jo Egil Aalerud
166,864
0.40%
19
Eurotrade AS
161,952
0.39%
20
Nordnet Bank
136,202
0.34%
TOP 20
39,425,121
95.39%
Board of Directors
Kjetil Grønskag - Chairman of the Board and CEO
Bendt Thorkildsen – Board Member
Heidi Sørensen Austbø – Board Member
Today, the Board of Directors and the Chief Executive Officer reviewed and approved the Board
of Directors Report and the RomReal Ltd consolidated and annual financial statements as of 31
December 2025. To the best of our knowledge, we confirm that RomReal Ltd and RomReal
Mr. Grønskag holds a master of General Business (siviløkonom) from
Handelshøyskolen BI and is a Certified Financial Analyst (CFA) from
Norwegian School of Economics and Business Administration. He has also
studied Law at University of Oslo. Mr. Grønskag has a long experience
within international banking and Real Estate. Mr Grønskag has significant
Directorship experience from both listed and private companies. He is a
Norwegian citizen and resides in Lugano, Switzerland.
Mr. Thorkildsen holds a Master of Science (MSc) in International
Marketing and Strategy from the Norwegian School of Economics and
Business Administration. Mr. Thorkildsen has more than 20 years with
varied experience with particular focus on business development/sales
(IT). During the last 10 years Mr. Thorkildsen also has held various
Directorship including in the real-estate industry. He is a Norwegian
citizen.
Mrs Austbø is a State Authorised Public Accountant from
Handelshøyskolen BI in Oslo. Mrs Austbø has 14 years’ experience from
both audit and Management with Norwegian and global equities,
working for KPMG and long equity funds at Terra Fondsforvaltning and
Arctic Fund Management. Mrs Austbø also has Directorship and CEO
experience from privately held companies. She is a Norwegian citizen
and resides in Oslo.
8
Group’s consolidated annual financial statements for 2025 have been prepared in accordance
with IFRS® and IFRICs as adopted by the European Union (EU.
DIRECTORS REPORT 2025
RomReal Directors
The Board of Directors of RomReal is responsible for the supervision and administration of the
Company’s affairs and for ensuring that the Company’s operations are organized in a
satisfactory manner.
The Directors are shown below together with their interest in the number of shares in the
Company per 31 December 2025 and per 31 December 2024:
31 December 2024
31 December 2025
Kjetil Grønskag
Appointed Nov 2006
6,023,006
6,023,006
Heidi Sørensen Austbø
Appointed April 2017
Nil
Nil
Bendt Thorkildsen
Appointed April 2016
6,222,463
6,222,463
TOTAL
12,245,469
12,245,469
Kjetil Gronskag, Chairman and CEO controls privately and through holding companies 6,023,006
(14.56%) shares in RomReal Ltd.
SUSTAINABILITY REPORT
Introduction:
This sustainability report aims to provide an overview of the sustainability practices and initiatives
undertaken by our Romanian companies, which specializes in residential developments on the
shores of Siutghiol lake in Ovidiu, Constanta County, as well as developing an industrial area in
Ovidiu. A different company owned by RomReal Ltd. Bermuda owns an agro-fruit and various
non-food market in Constanta town. We recognize the importance of balancing economic
growth with environmental protection and social responsibility, and this report highlights our
commitment to sustainable development.
Taxonomy Regulation establishes the criteria according to which it is determined whether an
economic activity qualifies as sustainable from the point of view of the environment in order to
establish the degree of sustainability of an investment, from the same environmental
perspective.
The sustainability of an economic activity presupposes the substantial contribution to one of the
environmental objectives, as well as the fact that the environmental objectives are not
significantly prejudiced in carrying out the investments corresponding to the group's projects.
1. Environmental Sustainability Objectives:
a) Sustainable use and protection of resources of water and marine ones
We prioritize the conservation of natural water and marine resources by implementing efficient
water management systems, hydrocarbon separator system promoting water conservation
9
practices, obtaining good condition of water sources, including surface and underground
water sources, to prevent preventing the deterioration of water sources, substantial contribution
to obtaining the good ecological status of marine waters or to preventing the deterioration of
marine waters that are already in a good ecological status, and minimizing water usage in our
residential projects.
b) Protection and restoration of biodiversity and an ecosystem
An economic activity qualifies as an activity which contribute substantially to protection and
restoration.
biodiversity and ecosystems where the activity that contributes substantially to the protection,
conserving or restoring biodiversity or obtaining it good ecological condition of ecosystems or
protection
ecosystems that are already in good condition.
The Company strives to protect and enhance the biodiversity of the surrounding ecosystems.
c) Climate change mitigation
An economic activity qualifies as an activity which contribute substantially to mitigating the
change
climate if that activity contributes substantially to the stabilization of gas concentrations with
greenhouse effect in the atmosphere at a level that prevents dangerous anthropogenic
interference with the climate system, consistent with the long-term objective regarding the
temperature of the Paris Agreement by avoiding it reducing or increasing greenhouse gas
emissions absorption of greenhouse gases, including through innovation in terms of processes
or products.
The Company is committed to incorporating renewable energy sources into our residential
developments. We actively explore options such as solar power, wind energy, and geothermal
systems to reduce our reliance on fossil fuels and minimize greenhouse gas emissions.
d) Adaptation to climate change
An economic activity qualifies as an activity which contribute substantially to adaptation to
change climate when the respective activity:
(a) includes adaptation solutions that either reduce the risk the negative effect of the current
climate and the expected future on that economic activity, or substantially reduce the adverse
effect
respectively, without increasing the risk of a negative effect on people, on nature or on
assets; or
(b) provide adaptation solutions that, in addition to qualify as activities that contribute in the
way
substantially to one or more of the objectives of the environment, contributes substantially to
preventing or reducing the risk of the negative effect of the current and expected future
climate
on people, on nature or on assets without increasing the risk of a negative effect
on other people, on nature or on assets.
The Company adopted sustainable construction practices, including the use of eco-friendly
building materials, energy-efficient designs, and waste reduction strategies. We aim to minimize
the environmental impact during the construction phase and ensure the long-term sustainability
of our projects.
e) The transition to a circular economy
An economic activity qualifies as an activity which contribute substantially to the transition to
an economy circular, including the prevention of waste generation, to their reuse and
recycling, under the conditions provided by article 13 of Regulation 2020/852.
10
The Company contracted with authorized environmental partners for the neutralization of
waste and its recycling.
f) Pollution prevention and control
An economic activity qualifies as an activity which contribute substantially to prevention and
control
pollution if that activity contributes to substantially to the protection of the environment against
pollution by preventing or reducing pollutants, improving of air, water or soil quality, prevention
or reducing production, use or disposal chemicals or cleaning up stored waste improperly.
The Company adopts constructive solutions that generate minimal pollution and waste
generation, in order to maintain a sustainable social and economic environment.
2. Social Sustainability:
a) Community Engagement: The Company actively engaged with the local community and
stakeholders to understand their needs and concerns. We conduct regular consultations, public
meetings, and surveys to ensure that our projects align with the community's aspirations and
contribute positively to their well-being.
b) Affordable Housing: The Company recognized the importance of providing affordable
housing options. Our company strives to incorporate affordable housing units within our
residential developments, ensuring that people from diverse socio-economic backgrounds can
access quality housing in a sustainable environment.
c) Health and Safety: The health and safety of our residents and construction workers are of
utmost importance to us. The Company adhered to strict safety standards during construction
and implement measures to enhance the well-being of our residents, such as providing green
spaces, recreational facilities, and promoting an active lifestyle.
3. Economic Sustainability:
a) Long-Term Value: Our residential developments are designed to create long-term value for
our customers, investors, and the local economy. We focus on delivering high-quality homes
and, in cases where we sale land to end users or developers, we take all precautions to be sure
that buyers and/or builders are fully respecting the environment. We are committed to deliver
with our architects a zone area planning as well as delivering to each plot buyer the building
authorization issued in accordance with zone area planning and make sure building
authorization provisions are fully respected. Taking into consideration that the company owns
large plots for residential use, we are committed and fully acknowledge the fact that we are
fully responsible for economic and environment sustainability of such areas until the last plot is
sold.
Our industrial and logistic warehouses developments are designed to create long-term value
for our customers, investors, and the local economy. We focus on delivering high-quality
industrial and logistic warehouses and, in cases where we sale land to end users or developers,
we take all precautions to be sure that buyers and/or builders are fully respecting the
environment. We are committed to deliver with our architects a zone area planning as well as
delivering to each plot buyer the building authorization issued in accordance with zone area
planning and make sure building authorization provisions are fully respected. Taking into
consideration that the company owns large plots for industrial use, we are committed and fully
acknowledge the fact that we are fully responsible for economic and environment sustainability
of such areas until the last plot is sold.
We are committed to develop both areas, respectively residential and industrial areas and
finalise the utilities network including water, sewage, gas, electricity and roads in order to
increase the value of the plots, meantime respecting the European Union standards for the
environment protection.
11
In what concerns the food market, since our company is only hiring different locations inside
the market building to various end users who are selling agro-fruit and various non-food
products, we are committed to supervise the observance of European Union standards for the
environment protection, as well the economic sustainability of the area on long term.
We ensure that our projects contribute to the economic growth and prosperity of the region.
b) Job Creation: Our projects generate employment opportunities, both during the construction
phase and afterward. We prioritize local hiring and collaborate with local businesses to stimulate
economic growth and support the development of a sustainable local economy.
c) Ethical Business Practices: The Company uphold the highest standards of ethical business
practices, ensuring transparency, accountability, and fair treatment of all stakeholders. We
comply with all relevant laws and regulations and actively seek partnerships with suppliers and
contractors who share our commitment to sustainability.
Conclusion: This sustainability report reflects our dedication to sustainable development in the
residential, industrial and food market sector. We strive to create environmentally responsible,
socially inclusive, and economically viable projects that contribute to the well-being of our
residents, the local community, and the planet. We remain committed to continuous
improvement and innovation in our sustainability practices, as we believe that sustainable
development is the key to a better future.
Operations Update
Lakeside (Not in the table) – The final transfer of the agreed land (promenade area), about 700m2
took place at the end of 2025 and therefore the Lake Side project is closed, and no more property
is available for sale. There is a minor on-going dispute with the Road Administration Authorities
concerning payments in amount of EUR 1,000 allegedly due to this authority after the expiry of the
contractual period.
Oasis (No. 1 on the table) - Common areas like a playground, a minor marina and a social area
(inside/outside) is expected to be completed before the end Q3 2026. The sales and
marketing/advertising activities is going on, and so far, nine apartments and two plots of land are
sold. On the second apartment structure, vital external works like hydro isolation is finished. Interior
works will not start before a satisfactory sales progress is realised in the first apartment block. The
lakeview on the second apartment structure is better than on the first structure.
Industrial Park (No. 2 on the table) – The development activity in the neighbourhood is expanding
including various NATO/Romanian defence projects. The works to renew the infrastructure
building permit is expected before the end of the Q2 2026. The Company has finalised the work
of electricity including a transformer inside the plot during 4th quarter 2025. The Company is
experiencing a steady number of enquires by potential buyers of plots on the land and digging
and other visual activities on the land should result in more decisive progress in certain
negotiations. This work is expected to commence during summer 2026.
Ovidiu Residence 3 (No. 3 in the table, 7,100 sqm) – The project is available for a sale.
Balada Market (No. 4 on the table) – The project is for sale and some enquiries are on going. The
Company has completed the works for a new PUZ application and initial feedback has been
12
received and the architects are responding to the local building authorities in the municipality of
Constanta. Meantime, there are regular meetings with potential buyers.
Total size of the Company’s Property Portfolio (“Land Bank”) was 144,811 sqm at the end of 2024
(158,422 at the end of 2024). The Company owns prime location plots in the Black Sea region,
County Constanta:
Plot name
Location
Size (m2)
1 Ovidiu (Oasis)
Constanta North/Ovidiu
20,407
2 Industrial Park
Constanta North/Ovidiu
110,116
3 Ovidiu Residence 3
Constanta North/Ovidiu
7,100
4 Balada Market
Central Constanta
7,188
Total
144,811
Key features of the real estate market
The transaction market: Based on data from Colliers 2025 market report of February 2025, the
investment market volume was EUR 525m, versus EUR 750m in 2024. This is a decrease of about
30% from 2024 and well below the last five average of EUR 848m. According to Colliers, the
largest transactions in 2025 was the Mas Rei retail portfolio around EUR 58m and the Equilibrium
1 office building for EUR 52m. Yields have been relatively stable in 2025, and Colliers see prime
retail shopping centres at 7.25%, prime offices at 7.5% and the prime industrial assets at 7.75%,
all more or less unchanged from 2024.
The retail market: According to Colliers, some 184,700m2 was added in 2025, up from 169,900m2
in 2024. The yearly average of the last 5 years is about 144,000m2. The projected additions for
2026 is about 231,500m2. The biggest addition was Mall Moldova with 58,900m2.
The industrial and logistics market: Based on data from Colliers 2025 market report, the gross
take-up in 2025 was 990,400, versus 618,200 m2 in 2024. With the 2025 additions, the total stock
is about 8,000,000m2. The average gross-take up in the last 5 years has been 761,400 m2. About
half of the 2025 volumes derived from the Bucharest region including the three largest additions.
Rents have stabilised during 2025 in the range EUR 5 per m2 in the Bucharest region. Vacancy
remains low and about 5% according to Colliers.
The residential market: According to Colliers, the residential supply continued to pull back in
2025 and reached about 58,000 new units, a reduction of about 5 percent from 2024. This is the
lowest level since 2017. Asking prices for apartments and houses in Romania increased in the
4th quarter of 2025 compared to Third quarter of 2025 (EUR 1,909/m2) to EUR 1,965/m2 at the
end of 4Q 2025 and EUR 1,974/m2 at the end of January 2026. In Constanta, average prices
increased by 1.36% during the Fourth quarter of 2025 (EUR 1,943/m2 at the end of December
2025 compared to EUR 1,917/m2 at the end of September 2025), according to
www.imobiliare.ro index.
13
Accounts and financial position
RomReal has prepared the financial statements as of 31 December 2025, on the basis of going
concern. While the industry has faced significant challenges in Romania, RomReal actively
seeks to improve liquidity, capitalize on its strong assets base, and take advantage of the future
developments of the country’s economy.
Operating income
RomReal had consolidated operating income of EUR 1.327 million in 2025 compared to EUR
0.381 million in 2024. The main revenue streams were rental income from the Balada Market and
sales of plots/houses.
Operating expenses
14
Total consolidated operating expenses were negative EUR 0.35 million in 2025 compared to
operating expenses EUR 2.36 million in 2025. RomReal (parent Company) operating expenses
were EUR 0.305 million in 2025 compared to EUR 0.351 million in 2024.
Profit/Loss
Consolidated profit after tax in 2025 was of EUR 1.588 million compared to a loss after tax of EUR
1.694 million in 2024. RomReal (parent Company) profit after tax was EUR 1.189 million in 2025
compared to EUR 1.516 million loss in 2024.
Dividends
The Directors are not proposing any dividends for the period.
Statement of Financial Position
RomReal had on a consolidated basis a total balance sheet of EUR 16.547 million at 31
December 2025 (2024: EUR 15.216 million). RomReal (parent Company) had a total balance
sheet of EUR 16.01 million (2024: EUR 14.88 million). Total consolidated equity at 31 December
2025 amounted to EUR 15.953 million (parent Company EUR 15.95 million) compared with EUR
14.692 million in 2024 (parent Company EUR 14.76 million). The Company has total current and
non-current liabilities of EUR 0.59 million at 31 December 2025 (parent Company EUR 0.06
million).
Net cash flow for the group was positive EUR 2.73 million at December 31 2025 compared to
negative EUR 0.22 million in 2024 (parent Company positive EUR 2.43 million compared to
positive EUR 0.53 million in 2024). Consolidated current assets were EUR 14.111 million at 31
December 2025 compared to EUR 12.364 million at 31 December 2024 (parent Company EUR
3.09 million in 2025 compared to EUR 0.75 million in 2024).
Financial risk
To the Director’s best assessment, there is a minor on-going dispute with the Road Administration
Authorities concerning the payments in amount of EUR 1,000 allegedly due to this authority after
the expiry of the contractual period of time.
Organization
RomReal Ltd operates in Romania through its fully owned subsidiary S.C. Westhouse Group SRL
(WHG). WHG holds an office in Constanta, Romania, and a small team of five employees, legal
operations of the subsidiary companies being supervised by Cristea & Partners Law office headed
by Mr. Adrian Cristea. The employees mainly deal with managing the assets, accounting
compliance and reporting as well as sales/ marketing and fulfilling Romanian laws regarding
Environment and pollution.
Working Conditions, Equal Opportunities, Health and Environmental issues
RomReal works continuously on facilitating employee development, good health, enthusiasm
and commitment among its employees. The Company also encourages employees to use public
15
transport on travelling to reduce pollution. Women and men in comparable jobs receiving the
same pay. Of 11 employees in Romania, 9 are female.
Climate risks and risk management
RomReal has a clear ambition to exit the Romanian real estate market by selling its projects
(primarily land) in due course, and the remaining assets has a modest value and size.
Consequently, the view of the Board of the Directors is it will not materially be affected from
external climate risk or any known EU and/or Romanian regulations. Even though, the
Romanian affiliated companies of the Group have on a best effort basis satisfied all known
climate risk/environmental procedures assessment for all the remaining properties, and the
required approvals has been issued in time by the Environment authorities for each project.
Corporate Governance
RomReal Ltd (RomReal) focuses on practicing good corporate governance, which will strengthen
the standards/routines in the Group and thereby contribute to the best possible long-term value
creation to the benefit of the shareholders, the employees and other stakeholders. The purpose
of its principles for corporate governance is to regulate the division of roles between shareholders,
the Board and the Executive Management more comprehensively than is required by legislation.
The Norwegian code of practice for corporate governance (the code) has been issued by the
Norwegian Corporate Governance Board (NCGB). It builds on the principle of “comply or
explain”, whereby companies must either comply with the code or explain why they may have
chosen an alternative approach. It also requires the Company’s report on its corporate
governance to address all 15 sections of the code. The Oslo Stock Exchange stipulates that listed
companies must provide an overall presentation of their corporate governance principles in
accordance with the applicable code, and that this must be included in their annual report.
RomReal’s principles for corporate governance are based on the recommendation of 14 October
2021, which can be found at www.nues.no.
1. Implementation and reporting on corporate governance
Confidence in its Management and business is important for RomReal. The Group practices
transparent Management, and thereby builds trust both in-house and externally.
The Board of RomReal is responsible for implementing sound corporate governance principles in
the Group according to Bermuda Corporate Governance standards. Bermuda does not have a
formal general corporate governance code of conduct. The primary sources of law, regulation
and practice in Bermuda are provided by specific legislation and common law. At the legislative
level, all companies in Bermuda are subject to the Companies Act 1981, as amended (the
Companies Act). RomReal’s corporate governance does not deviate from the requirements of
the code in a significant way which requires more detailed explanation. Relations between
owners and the Group will be characterized by respect for the owners, good and timely
information, and equal treatment of shareholders.
2. Business
RomReal owns a portfolio of prime location properties in the Black Sea region, more specifically
Constanta and Ovidiu. The plots are well suited for residential and commercial developments.
RomReal is involved in several construction or development projects for the time being. The ethical
guidelines observed by RomReal reflect its values base; please see separate Ethical Policy Section.
16
The objective of the Company for 2026 is to:
• Focus on land value enhancing activities in order to improve the shareholder value and
satisfy all legal minimum requirements.
• Key action points are increased & more professional sales & marketing efforts.
• Some infra-structure investments and, if necessary, engage more resources into
regulation processes like what is planned on Oasis.
• Continue to optimize a cost efficient and competent organisation.
• Conservative cash management and secure collection of sellers credit
• The Company is a public company with modest market value and limited resources, has
an ambition to fulfil local ESG requirements.
• Try to speed up in order to minimise the time-line before an exit is realised
3. Equity and dividends
RomReal aims to maintain a solid equity and good liquidity appropriate to its objectives, strategy,
and risk profile.
Dividend
The Company is fully financed without any external debt, and when/if certain additional disposals
are realized, tax cases concluded a potential re-distribution of cash to the shareholders will
reappear on the Board of Directors agenda.
Under Bermuda law, a Company’s Board of Directors may declare and pay dividends from time
to time unless there are reasonable grounds for believing that the Company is, or would after the
payment be, unable to pay its liabilities as they become due or that the realizable value of its
assets would thereby be less than the aggregate of its liabilities and issued share capital and share
premium accounts. Under the Company’s Bye-Laws, each share is entitled to dividends if, as and
when dividends are declared by the Board, subjects to any preferred divided right of the holders
of any preference shares. There are no restrictions on the Company’s ability to transfer funds (other
than funds denominated in Bermuda dollars) in and out of Bermuda or to pay dividends to
Norwegian residents who are holders of the Company’s Shares.
4. Equal treatment of shareholders and transactions with close associates
Share Issues
Only the General Meeting considers Board mandates to increase the share capital for each
purpose after assessing the requirements set by the Board.
Different Classes of Shares
RomReal has a single share class, and each share carries one vote. Shareholders will be treated
equally unless qualified grounds exist for an alternative approach.
Efforts will be made to conduct possible transactions by the Company in its own shares through
the stock exchange or in other ways at prevailing stock exchange prices.
Transactions with close associates
RomReal’s routines specify that, in general, no transactions should be conducted between the
Group and its shareholders, Directors, senior executives or their close associates. Should any of
17
these have an interest in a transaction involving the Group, the Board must be informed and take
up the matter for consideration if necessary. Unless the transaction is insignificant, the Board will
secure third-party assessments of the transaction and otherwise assure itself that no form of unfair
treatment of shareholders, elected officers, employees or others is involved. The related parties,
including shareholders and close associates, are reported to the stock exchange via
www.newspoint.no.
5. Shares and negotiability
RomReal’s articles of association place no restrictions on transferability, and its shares are freely
negotiable. RomReal received a listing on the Oslo Stock Exchange’s Oslo Axess list on 11 June
2007.
6. General Meetings
RomReal facilitates the participation of as many shareholders as possible at the General Meeting
and ensures that it functions as much as possible as an effective meeting place for the
shareholders and the Board so that the owners can exercise their rights. Notice of the Meeting
and supporting documents are normally prepared no later than 14 days before the Meeting is to
take place and posted on the Company’s website and the Stock Exchange’s distribution system.
The notifications and proxies clearly specify the deadline for returning the proxies which provide
the shareholders to return their vote depending on their accessibility more i.e., email.
The Meeting takes place on 30 April 2026, at our registered office in Bermuda and it is accessible
to all Board members and shareholders. Shareholders unable to attend in person will be given an
opportunity to vote by proxy. The Company provides information on the procedure for:
(a) Appointing a proxy
(b) appoint a person who can act as proxy for the shareholder
(c) allowing separate voting instructions for each matter but not for each one of the
candidates nominated.
The Board will propose to vote for each individual Board Member as of Ordinary General Meeting
scheduled for 30 April 2026.
Representatives of the Board always attend the Annual General Meeting, together with
representatives of the Executive Management, and normally a representative from KPMG auditors
either in person or via conference calling.
The Board determines the agenda for the General Meeting. The main items on the agenda
comply with the requirements of the Public Limited Companies Act as well as the parent
Company’s articles of association. As recommended by the code, each General Meeting
appoints a person to act as its independent Chair. Minutes of general meetings are published on
www.RomReal.com and on the Oslo Stock Exchange website at www.newsweb.no.
For 2025, the Annual General Meeting of the Company will take place on the 30 April 2026, at the
Company’s registered office in Bermuda.
7. Nomination Committee
18
RomReal has chosen not to comply with the directive 7 for appointing a Nomination or
Remuneration Committee. This is due to the current size, resources and activity of the Company,
the Company considers that the cost of running a separate Remuneration or nomination
committee should be avoided.
8. Board of Directors: composition and independence
RomReal’s Board of Directors consisted at 31 December 2025 of three Directors:
Kjetil Grønskag
Bendt Thorkildsen
Heidi Sørensen Austbø
The Directors have long and varied experience in real estate, banking and finance which ensures
that the Board can function effectively as a collegiate body. An overview of the Directors
expertise, role and attendance can be found on the Company’s website, www.RomReal.com.
The composition of the Board ensures that it serves the common interest and that it can operate
as independently as possible of special interests. Chairman Kjetil Gronskag holds an executive
position as Chief Executive of RomReal following Board approval on the 26 May 2016. The Board
of Director’s has three members including one female member.
The Chairman of the Board, as well as the Vice Chairman, Secretary, and assistant Secretary are
elected by the Board of Directors during the first meeting of the newly elected Board. The term
office for members of the Board is one year.
To be proposed as of Ordinary General Meeting on 30 April 2026, the General Meeting should
elect the Chairman of the Board as the Company’s highest governing body.
9. The work of the Board of Directors
The Board of Directors is the Company’s highest body, and answerable only to the General
Meeting. It has overall responsibility for planning and execution of the Group’s strategy and
activities, including its organization, remuneration policy and risk Management.
The Board also has overall responsibility for control and supervision. It produces an annual plan for
its work with objectives, strategy and implementation. This is supported by a two-year forecast
plan or budget, which is updated on a quarterly basis during Board meetings. During Board
meetings decisions are taken and tasks are delegated to the Executive Management. The Board
discusses all matters relating to the Group’s activities which are of significant importance or of a
special character.
The duties and responsibilities of the Board are dictated by applicable legislation, the parent
Company’s articles of association, and mandates and instructions adopted by the general
meeting. The Board will exercise supervision to ensure that the Group meets its business goals and
manages risk in a wise and satisfactory manner. The Board is responsible for appointing the Chief
Executive.
19
The Chairman is responsible for ensuring that the work of the Board is conducted in an efficient
and proper manner and in compliance with applicable legislation. During 2025 5 Board meetings
were conducted. In addition to the Chairman, the Board has two independent chairs to lead the
discussion on issues where the chair has a conflict of interest or is unable to attend. The Board
carries out an annual assessment of its work.
The Board of Directors ensures that members of the board of Directors and executive personnel
make the Company aware of any material interests that they may have in items to be considered
by the board of Directors, prior to each Annual General Meeting.
The Board does not hold any Independent Committees due to the small size and limited activity
of the Company. Two out of three Board members are independent therefore their direct
judgement and decision-making during Board meetings, ensures that the Board is aligned to
shareholders’ value in decisions related to audit and remuneration of the executive personnel.
10. Risk Management and internal control
The Board and Executive Management of RomReal place great emphasis on establishing and
maintaining routines for risk Management and internal control. An annual review of the most
important risks affecting the business is conducted by the Board.
Economic conditions and Emerging markets risk
The financial market climate and especially the price of property/plots, interest level and
general rental levels in Romania represents risk, as it will affect the Group’s limited rental
income and value of the properties. There is risk associated with the general development of
lease levels of commercial property for various segments where the Group owns properties.
The increasing interest level seen in 2025 has also resulted in higher financial expenses for
existing and potential buyers of the Company’s properties.
The risk of market slowdown due to the geo-political risk in the region is evaluated and
monitored by the Management on a regular basis. Romania is a member of both NATO and
EU and a neighbour country of Ukraine.
Financial reporting
Quarterly operational and accounting reports are prepared for Board approval using
International Financial Reporting Standards.
Counterparty risk
RomReal conducts a regular review of both clients and suppliers to identify counterparty risk.
New clients are also subject to a thorough assessment to identify any risk they may present.
Credit risk
Cash is placed with reputable banks. The group has full collateral on trade receivables and the
outstanding customers financing agreements are followed up with increased attention. The
Group management consider the credit risk to be at minimal level.
Climate risk
20
The Oasis project is located along a lake, a potential rise in the water level could impact the
value and utilisation of the plot.
Financial risk
The Company has no external long-term debt. RomReal largest financial risk is the servicing of
the various vendor financing schemes. RomReal has a solid experience with such structures,
but no guarantees could be given for the future.
Foreign Exchange risk
The Company’s main reporting currency is the EUR, which is used to facilitate loans to its
subsidiaries. At the subsidiary level in Romania, the functional currency is RON. Due to its
operational exposure in Romania, the financial reporting currency used to value the Company’s
assets is the RON. Due to the fact that sale agreements for plots are denominated in a different
currency compared to the functional currency, the Company is exposed to foreign exchange
risk. To manage this, the Company holds most its deposits in a mix of RON and EUR.
Tax risk
Changes in laws and rules regarding tax and duties may involve new and changed
parameters for investors and the Company. This may involve a reduction in the profitability of
investing in property and the profit after tax for the Company. Tax implications of transactions
and dispositions conducted by the Company are to a certain extent based on judgment of
applicable tax laws and regulations. Even if the Company is of the opinion that it has assessed
tax law in good faith, it could not be ruled out that the authorities are of a different opinion. A
change in regulation status in parts or all of the property portfolio may also normally change
the applicable tax.
The Company is required to calculate its current income tax at a flat rate of 16%. Starting 01
January 2024 all three companies are subject to 16% on taxable profits. Until 31 December
2023 one company was subject to 16% on taxable profits, other two companies were subject
to 1% tax on income.
In 2025, the share capital of Westhouse Group SRL was reduced from RON 100,750,160 to RON
90,642,560, to cover accumulated accounting losses generated during 2009 – 2020, by
reducing the number of shares.
The new fiscal code implemented 01 Jan 2016 has applied a land tax increase of 500% on idle
plots that lack cleaning. The Board has allocated a budget for the Management to maintain
all the Company’s idle plots in a clean condition.
11. Remuneration of the Board of Directors
The General Meeting determines Directors’ fees. The remuneration is not linked to the Company’s
performance in any way.
During 2025, the Directors received the following remuneration:
21
Heidi Sørensen Austbø EUR 6,600
Bendt Thorkildsen EUR 6,600
During 2025, Chairman Kjetil Grønskag abstained from receiving any remuneration as a Board
Member during the year. There are no outstanding share options. The Company does not grant
share options to board members.
12. Remuneration of the Executive Management
The Board determines the Chief Executive’s terms of employment. The main principle applied by
RomReal for determining the pay of the Chief executive and other senior executives is that these
persons will be offered competitive terms. In addition, RomReal will offer terms which encourage
value creation for the Group and its shareholders, and which strengthen the loyalty of senior
employees to the business.
The Executive Management of RomReal comprises three executives with good knowledge within
their job functions and with senior Management experience from across the industry. The
Executive Management of RomReal currently includes the following persons with the yearly
outlined remuneration:
Name
Position
Yearly fees
Benefits/Bonuses
Kjetil Gronskag
CEO RomReal
€104,004
0.7% on asset sales
Adrian Cristea
Board member of Rom
subsidiaries and legal advisor
€87,000
2% on asset sales *
Claudia Oprisan
Chief Accountant
€55,000
N/A
* The incentive lawyer fee is applied on the net proceeds received by RomReal or any of its
subsidiary net of any transactions fees and vat to be added (net proceeds in Euro). These net
proceeds have to be approved by the CEO of RomReal’s subsidiaries Board of Directors and
paid by RomReal’s subsidiaries.
13. Information and communication
RomReal takes the view that objective, detailed and frequent information to the market is vital for
a correct valuation of its share and accordingly pursues a continuous dialogue with analysts and
investors.
Information about important events in RomReal as well as its periodic reporting of results is
published in accordance with the guidelines to which the Group became subject through its listing
on Euronext Oslo. RomReal seeks continuously to publish all relevant information to the market in
a timely, efficient and non-discriminatory manner. The Company constantly improves its Investor
Relation material by upgrading its reporting format, content, and website.
22
All stock exchange announcements are made available on www.RomReal.com and the Euronext
Oslo Exchange website www.newsweb.no. The Group will provide the same information to all
shareholders at the same time. To the extent that analysts or shareholders ask for further details,
RomReal and the Board will ensure that only information which has already been made public is
provided.
The Group holds quarterly and interim presentations. These provide an overview of operational
and financial developments in the previous quarter as well as an overview of market prospects
and the outlook for the business. Interim reports, and presentation materials are made available
on the Group’s website for a period of at least 5 years.
The Board determines the Group’s financial calendar, which specifies the dates for publication of
interim reports, the annual general meeting and the payment of dividends. This calendar is
published by the end of December via the Euronext Oslo’s information system and on the RomReal
website.
2025 Financial Calendar includes the following dates:
AGM 2025 30/04/2026
Q1 2026 Report 29/05/2026
Q2 2026 Report 28/08/2026
Q3 2026 Report 27/11/2026
Q4 2026 Report 26/02/2027
14. Takeovers
In the event of a bid for the parent Company’s shares, the Board and the Executive Management
will try to ensure that everyone gets access to sufficient information to be able to reach a decision
on the offer. Unless otherwise instructed by the general meeting, the Board will not try to deploy
defensive mechanisms to prevent the implementation of the bid.
The Board will provide shareholders with its view of the offer and, providing they have reached a
decision on this, Directors are duty-bound to inform shareholders whether they personally intend
to accept the bid. Should the Board find that it is unable to recommend whether the shareholders
should accept the bid, it will explain the reasons why such a recommendation cannot be given.
An explanation must be provided if the Board’s decision is not unanimous. The Board will consider
whether an assessment should be obtained from an independent expert.
15. Auditors and advisors
RomReal is audited by KPMG AS. KPMG AS, registration number 935174627, has been the
Company’s auditor since September 2024. The registered business address of KPMG AS is
Sørkedalsveien 6, 0369 Oslo, Norway, and KPMG AS is a member of the Norwegian Institute of
Public Accountants (Nw. “Den Norske Revisorforeningen”). The Group will not use the auditor as a
consultant unless this has been approved in advance by the Board or its Chair. A plan for their
work is submitted annually by the external auditor to the Board, and this plan will specify planned
services other than auditing.
23
The auditor attends Board meetings which deal with the annual accounts and is also present
during the AGM.
In addition, the Board and the auditor will offer the opportunity to at least one meeting a year
without the chief executive or other executive personnel being present. A briefing on the audit
work and an assessment of the Group’s internal control will be provided by the auditor to the
general meeting.
The Board of Director’s Reports the auditor remuneration to the general meeting, including details
of the fee paid for audit work and any fees paid for other specific assignments.
Prospects
Romania has an open FID driven economy and should be mindful of the uncertain global
backdrop. Even though we have seen a modest drop in inflation over the last few months with
9.3 per cent evidenced in February 2026, the inflation in Romania is among the highest within
the EU and not sustainable. Up to 28 February 2026 with the start of the next phase of the Iran
conflict, all macro expert’ predicted the Romanian inflation to continue to drop and key interest
rate cuts became more realistic during second half of 2026.
Romania is as nearly all countries currently facing a highly challenging situation with oil and gas
prices. The government is preparing a package of measures to support transporters and
farmers, and diversifying oil supply sources to reduce dependence on imports from the Middle
East. On 23 March 2026, the Romanian government declared a “state of crisis” regarding the
petrol and gas market to control prices development for an initial period of six months. On the
gas supply side, Romania is from an availability point of view during 2027 entering a new era,
when the Black Sea offshore Neptun project is expected to come on stream, turning Romania
into EU’s largest gas producer.
With such an unclear scenario in horizon, RomReal will continue its careful approach including
cost focus, minimised risks, and no cash return to its shareholders. Assuming a potential interest
reduction later in 2026 in best case, this should lead to a somewhat improved consumer
confidence and better real estate market fundamentals.
The Romanian government is set to declare a state of crisis on the crude oil and petroleum
products market, as authorities move to curb rising fuel prices and limit their impact on the
economy and population. The decision follows a high-level meeting convened by prime
minister Ilie Bolojan.
Bermuda, 17.04.2026
The Board of Directors of RomReal
24
.......................................... ..........................................
Kjetil Grønskag (Chairman & CEO) Bendt Thorkildsen (Director)
...........................................
Heidi Sørensen Austbø (Director)
25
FINANCIAL STATEMENTS 2025
Income Statement
Figures in EUR | Consolidated | Parent company | |||
Notes | 2025 | 2024 | 2025 | 2024 | |
Rental income | 11 | - | - | ||
Sales of inventories | 11 | - | - | ||
Cost of sales - inventories | 1,5 | ( | ( | - | - |
Profit / (loss) on sales of inventories | - | - | |||
Net gain on sell of investment property | 11 | - | - | ||
Total operating income | - | - | |||
Payroll and related expenses | 12 | ( | ( | (13,200) | (15,400) |
Depreciation expense | 3 | ( | ( | - | - |
Other operating gains /(losses) | 14 | - | - | ||
Inventory (write off )/ reversal | 5 | ( | - | - | |
General and administrative expenses | 13 | ( | ( | (291,462) | (335,885) |
Operating expenses | ( | (304,662) | (351,285) | ||
Net gain/(loss) from revaluation of investments | 4, 14 | ( | 802,235 | (2,077,219) | |
Profit/(loss) from operations | ( | 497,573 | (2,428,504) | ||
Dividend from subsidiary | 754,629 | 1,000,000 | |||
Interest income | 15 | 23,947 | 12,269 | ||
Interest expense | 15 | - | - | ||
Foreign exchange, net | 15 | (176) | (704) | ||
Profit/(loss) before taxes | ( | 1,275,973 | (1,416,939) | ||
Tax expense | 16 | ( | ( | (87,155) | (99,048) |
Result of the period | ( | 1,188,818 | (1,515,987) | ||
Attributable to: | |||||
-Equity holders of the parent | ( | ||||
Basic and diluted earnings/(losses) per | 20 | ( | |||
share from continuing operations |
26
Statement Of Comprehensive Income
Figures in EUR | Consolidated | Parent company | ||
2025 | 2024 | 2025 | 2024 | |
Profit / (loss) for the year | ( | 1,188,818 | (1,515,987) | |
Other comprehensive income to be reclassified to profit or loss in subsequent periods | ||||
Exchange differences on translation of foreign operations | ( | ( | - | - |
Other comprehensive income for the year, net of tax | ( | ( | - | - |
Total comprehensive income for the year, net of tax | ( | 1,188,818 | (1,515,987) | |
Attributable to equity holders of the parent: | ( | 1,188,818 | (1,515,987) |
27
Statement of Financial Position
Figures in EUR | Consolidated | Parent company | |||
ASSETS | Notes | December 31, | December 31, | December 31, | December 31, |
2025 | 2024 | 2025 | 2024 | ||
Non-current assets | |||||
Property, plant & equipment | 3 | - | - | ||
Investment properties | 4 | - | - | ||
Non-current receivables | 6 | - | - | ||
Deferred tax asset | 16 | - | - | ||
Investments in subsidiaries | 1 | 12,924,910 | 14,122,675 | ||
Total non-current assets | 12,924,910 | 14,122,675 | |||
Current assets | |||||
Short term investments | 6,9 | - | - | ||
Inventories | 5 | - | - | ||
Receivables from group companies | - | 73,075 | |||
Trade receivables and other assets | 6 | 9,674 | 35,210 | ||
Cash | 9 | 3,078,473 | 645,542 | ||
Total current assets | 3,088,147 | 753,827 | |||
Total assets | 16,013,057 | 14,876,502 | |||
Figures in EUR | |||||
LIABILITIES AND EQUITY | Notes | December 31, | December 31, | December 31, | December 31, |
2025 | 2024 | 2025 | 2024 | ||
Equity | |||||
Issued share capital | 7 | 103,419 | 103,419 | ||
Contributed surplus | 7 | 87,117,249 | 87,117,249 | ||
Treasury shares | 7 | ( | ( | (185,785) | (185,785) |
Retained earnings | 8 | ( | ( | (71,083,848) | (72,272,666) |
Other Reserves | - | - | |||
Translation reserve | - | - | |||
Total equity | 15,951,035 | 14,762,217 | |||
Non current liabilities | |||||
Deferred tax liability | 16 | - | - | ||
Total non current liabilities | - | - | |||
Current liabilities | |||||
Trade and other payables | 10 | 62,022 | 114,285 | ||
Payables to group companies | |||||
Income tax payable | 16 | ||||
Contract liabilities | 10 | - | - | ||
Total current liabilities | 62,022 | 114,285 | |||
Total liabilities and equity | 16,013,057 | 14,876,502 |
28
Signed on behalf of the Board of Directors
................................................................. ..............................................
Kjetil Grønskag (Chairman & CEO) Bendt Thorkildsen (Director)
..................................................................
Heidi Sørensen Austbø (Director)
29
Consolidated Statement Of Changes in Equity
Figures in EUR | |||||||
Capital | Surplus (Note 7) | (Note 7) | (Note 8) | Reserve | Reserves | ||
(Note 7) | |||||||
Balance as of December 31, 2023 | ( | ||||||
Repurchase of own shares | ( | ( | |||||
Profit / (loss) for the period | ( | ( | |||||
Other comprehensive income | ( | ( | |||||
Total comprehensive income for the year* | ( | ( | ( | ||||
Balance as of December 31, 2024 | ( | ( | |||||
Repurchase of own shares | |||||||
Profit / (loss) for the period | |||||||
Other comprehensive income | ( | ( | |||||
Total comprehensive income for the year | ( | ||||||
Balance as of | ( | ( |
December 31, 2025
30
Attributable to equity holders of the parent
Parent Company’s Statement Of Changes in Equity
Figures in EUR
Share Capital
(Note 7)
Contributed Surplus
(Note 7)
Treasury Shares
(Note 7)
Retained Earnings
(note 8)
Total
Balance as of 103,419 87,117,249 - (70,756,679) 16,463,989
December 31, 2023
Repurchase of own shares (185,785)
(185,785)
Profit for the period - Restated - - - (1,515,987)
(1,515,987)
Other comprehensive income - - - - -
Total comprehensive income and expense for
the year
- - - (1,515,987) (1,515,987)
Balance as of 103,419 87,117,249 (185,785) (72,272,666) 14,762,217
December 31, 2024
Repurchase of own shares - - -
-
Profit for the period - - 1,188,818
1,188,818
Other comprehensive income - - - -
Total comprehensive income and expense for
the year
- - - 1,188,818 1,188,818
Balance as of 103,419 87,117,249 (185,785) (71,083,848) 15,951,035
31-Dec-25
31
Statement Of Cash Flows
Figures in EUR | Consolidated | Parent company | |||
Notes | 2025 | 2024 | 2025 | 2024 | |
CASH FLOW FROM OPERATING ACTIVITIES: | |||||
Net profit/(loss) | ( | 1,188,818 | (1,515,987) | ||
Adjustments for: | |||||
- Income tax expense/(profit) | 16 | 87,155 | 99,048 | ||
- Net (gain)/loss from revaluation of investment properties and inventories | 4,11 | ( | - | - | |
-Loss/(gain) on disposal of investment | 4,11 | ( | - | - | |
property | |||||
- Depreciation and amortization | 3 | - | - | ||
- Dividend income | (754,629) | (1,000,000) | |||
- Interest income | 15 | ( | ( | (23,947) | (12,269) |
- Interest expense | 15 | - | - | ||
-Unrealised foreign exchange (gain) / | 15 | ( | ( | 176 | 704 |
loss | |||||
-Net (gain)/loss from revaluation of investment in subsidiaries | 15 | (802,235) | 2,017,520 | ||
Decrease/(increase) in trade and other receivables | 25,536 | (9,308) | |||
(Decrease)/increase in current | (52,263) | 49,679 | |||
payables | |||||
Decrease/(increase) in inventories | ( | - | - | ||
Net cash generated from operations | ( | (331,389) | (370,613) | ||
Income tax paid | ( | ( | (87,155) | (99,048) | |
Net cash flow from operating | ( | (418,544) | (469,661) | ||
activities | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Cash dividend received from subsidiary | 754,629 | 1,000,000 | |||
Cash received from financial assets | 2,000,000 | ||||
Cash received (paid) on investment | ( | - | - | ||
property | |||||
Capital expenditure on assets | ( | ( | - | - | |
Payments to Short term bank deposits | ( | - | - | ||
Interest received | 23,947 | 12,269 | |||
Net cash flow used in investing | 2,778,576 | 1,012,269 | |||
activities | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from borrowings | |||||
Repurchase of own shares | ( | (185,785) | |||
Payments (to)/from companies within | 73,075 | 178,713 | |||
the group, net | |||||
Interest paid | 15 | - | - | ||
Net cash from financing activities | ( | 73,075 | (7,072) | ||
Net change in cash | ( | 2,433,107 | 535,536 | ||
Cash, beginning of period | 645,542 | 110,675 | |||
Foreign exchange gain/(losses) on cash | ( | ( | (176) | (669) | |
Cash, end of period | 3,078,473 | 645,542 |
32
33
Notes To The Financial Statements
Entity | Country of business | Owner’s share | Number of shares |
Westhouse Group SRL | Romania | 100% | 9,064,256 |
Balada Shopping Market SRL | |||
(former Concorde Group SRL) | Romania | 100% | 380,442 |
Westhouse Oasis Residences | |||
SRL (former Rofrench | |||
Connection SRL) | Romania | 100% | 647,572 |
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
IT equipment | Motor vehicles | Other | fixtures |
and fittings | |||
2-4 years | 4 years | 3-9 years |
37
38
December 31, | December 31, | |
2025 | 2024 | |
Closing | 5.0985 | 4.9741 |
39
Figures in EUR - | ||||
Consolidated | ||||
IT equipment | Motor vehicles | Other fixture and | Total | |
fittigs | ||||
Gross book value as at December 31, 2024 | 53,126 | 81,615 | 43,362 | 178,103 |
Additions in period | 1,921 | - | 23,454 | 25,375 |
Disposals in period | - | (7,984) | (4,123) | (12,107) |
Translation difference | (1,318) | (1,902) | (1,243) | (4,463) |
Gross book value as at December 31, 2025 | 53,729 | 71,729 | 61,450 | 186,908 |
Accumulated Depreciation | ||||
as at December 31, 2024 | (43,011) | (64,052) | (25,596) | (132,659) |
Charge for the period | (6,833) | (4,961) | (8,762) | (20,556) |
Disposals in the period | - | 7,984 | 3,663 | 11,647 |
Translation difference | 1,126 | 1,529 | 854 | 3,509 |
Accumulated Depreciation | ||||
as at December 31, 2025 | (48,718) | (59,500) | (29,841) | (138,059) |
Net book Value as at December 31, 2024 | 10,115 | 17,563 | 17,766 | 45,444 |
Net book Value as at December 31, 2025 | 5,011 | 12,229 | 31,609 | 48,849 |
Depreciation method | Linear | Linear | Linear | |
Depreciation period | ||||
(Years) | 2-4 | 4 | 3-9 |
40
Figures in EUR - Consolidated | ||
2025 | 2024 | |
Opening balance as at January 1 | 2,607,400 | 3,645,080 |
Additions in period | 42 | 9,966 |
Sales | - | (1,267,753) |
Fair value adjustment during the period | (168,405) | 219,845 |
Translation differences | (61,737) | 261 |
Carrying amount as at December 31 | 2,377,300 | 2,607,400 |
Figures in EUR - Consolidated | ||
2025 | 2024 | |
Investment property generating rental income | 2,214,000 | 2,437,000 |
Investment property not generating rental income | 163,300 | 170,400 |
Carrying amount as at December 31 | 2,377,300 | 2,607,400 |
41
42
Figures in EUR - Consolidated | ||
2025 | 2024 | |
Land | 3,650,651 | 1,135,552 |
Land and buildings under development | 1,292,900 | 5,206,243 |
Finished goods and land | 2,878,464 | 359,450 |
Balance as at December 31 | 7,822,015 | 6,701,245 |
43
Business Line | Operating Cycle (Years) |
Business Line A - Residential | 20 |
Business Line B - Industrial | 20 |
Figures in EUR | Consolidated | |
2025 | 2024 | |
Short term investments | - | 603,124 |
Trade receivables | 264,657 | 1,643,282 |
VAT receivable | 16,306 | 105,920 |
Other prepayments | 11,318 | 36,863 |
Other short-term receivables | 9,603 | 18,252 |
Total | 301,884 | 2,407,441 |
44
- | - | - | - | - |
Figures in EUR | Number of | Share | Contributed | Treasury | Paid in share | |
shares | capital | Surplus | shares | capital | ||
Total share capital | - | |||||
January 1, 2024 | 41,367,783 | 103,419 | 87,117,249 | 87,220,668 | ||
New issues in the period | - | - | - | - | - | |
Reduction in par value of shares | - | - | - | - | - | |
Repurchased own shares | (1,032,461) | (185,785) | (185,785) | |||
Total share capital | (185,785) | |||||
December 31, 2024 | 40,335,322 | 103,419 | 87,117,249 | 87,034,883 | ||
New issues in the period | - | - | - | - | - | |
Reduction in par value of shares | - | - | - | - | - | |
Repurchased own shares | - | - | - | - | - | |
Total share capital | (185,785) | |||||
December 31, 2025 | ,322 | 40,335 | 103,419 | 87,117,249 | 87,034,883 | |
45 Shareholders rights | |||
Rank | Name | Holding | Ownership |
1 | SIX SIS AG | 10,328,200 | 24.98% |
2 | GRØNSKAG, KJETIL | 6,023,006 | 14.56% |
3 | THORKILDSEN, WENCHE | 5,392,985 | 13.04% |
4 | SAGA EIENDOM AS | 3,386,636 | 8.19% |
5 | AUSTBØ, EDVIN | 2,108,500 | 5.10% |
6 | Danske Bank A/S | 1,738,392 | 4.20% |
7 | GRØNLAND, STEINAR | 1,659,867 | 4.01% |
8 | Kvaal Invest as | 1,307,300 | 3.16% |
9 | Orakel as | 1,101,000 | 2.66% |
10 | Energi Invest as | 1,100,000 | 2.66% |
11 | RomReal Ltd | 1,032,461 | 2.50% |
12 | Spar Kapital Investor as | 940,236 | 2.27% |
13 | THORKILDSEN INVEST AS | 829,478 | 2.01% |
14 | Arild Persson | 722,912 | 1.75% |
15 | Anders Hoen | 689,557 | 1.67% |
16 | AKSEL MAGDAHL | 379,573 | 0.97% |
17 | Citibank | 220,000 | 0.53% |
18 | Jo Egil Aalerud | 166,864 | 0.40% |
19 | Eurotrade AS | 161,952 | 0.39% |
20 | Nordnet Bank | 136,202 | 0.34% |
TOP 20 | 39,425,121 | 95.39% |
Figures in EUR | Consolidated |
Retained earnings as of December 31, 2024 | (75,961,490) |
Net profit in the period | 1,587,623 |
Retained earnings as of December 31, 2025 | (74,373,867) |
46
Figures in EUR | Consolidated | |
2025 | 2024 | |
Trade payables | 5,594 | 63,869 |
Contract liabilities | 412,517 | 207,893 |
Employee taxes | 5,679 | 7,703 |
Other payables | 77,388 | 123,700 |
Trade and other payables | 501,178 | 403,165 |
Figures in EUR Parent company
2025
2024
Payables to group
companies
-
-
Employee taxes
-
-
Other payables
62,022
114,285
Trade payables
62,022
114,285
Figures in EUR – Consolidated | ||
2025 | 2024 | |
Within 1 year | 270,000 | 270,000 |
After 1 year | - | - |
Total operating income | 270,000 | 270,000 |
47
31 December 2025 | 31 December 2024 | ||
Kjetil Grønskag | Appointed November 2006 | 6,023,006 | 6,023,006 |
Heidi Sørensen Austbø | Appointed April 2017 | Nil | Nil |
Bendt Thorkildsen | Appointed April 2016 | 6,222,463 | 6,222,463 |
TOTAL | 12,245,469 | 12,245,469 |
Figures in EUR | Consolidated | ||
2025 | 2024 | ||
Management fee | (104,004) | (119,404) | |
Legal expenses | (156,226) | (131,088) | |
Rent expenses | (7,210) | (6,514) | |
Travel expenses | (17,415) | (3,006) | |
Professional services | (73,000) | (115,668) | |
Land and other taxes | (32,228) | (48,720) | |
Other expenses | (637,781) | (427,694) | |
Total | (1,027,86 | 4) | (852,094) |
Figures in EUR
Parent company
2025
2024
Management fee
(104,004)
(104,004)
Legal expenses
-
-
Rent expenses
-
-
Travel expenses
(2,450)
(2,621)
Professional services
(73,000)
(115,668)
Land and other taxes
-
-
Other expenses
(112,008)
(113,592)
Total
(291,462)
(335,885)
48
Figures in EUR Consolidated | ||
2025 | 2024 | |
Interest income from subsidiaries | - | - |
Interest income from banks | 134,937 | 172,579 |
Interest income on receivables | 37,360 | 103,313 |
172,297 | 275,892 | |
Total financial income | ||
Interest expense and other bank fees | - | - |
Foreign exchange gain | 22,451 | 21,092 |
Foreign exchange loss | - | - |
194,748 | 296,984 | |
Total Financial gain and expense |
Figures in EUR Parent company
2025
2024
Interest income from subsidiaries
-
-
Interest income from banks
23,947
12,269
Total financial income
23,947
12,269
Interest expense and other bank fees
-
-
Foreign exchange gain
-
Foreign exchange loss
(176)
(704)
Total Financial Income and expense
23,771
2,591
Figures in EUR - Consolidated | ||
2025 | 2024 | |
Current income tax charge | 139,543 | 229,076 |
Deferred income tax movement | (26,465) | (2,221) |
in the period | ||
Income tax expense/(income) | ||
in the consolidated income statement | 113,078 | 226,855 |
49
Figures in EUR - Consolidated | ||
2025 | 2024 | |
Fair value adjustments of Investment property resulting in deferred tax liability | 92,557 | 121,695 |
2025 | 2024 | |
Loss carried forward | - | 134,962 |
Impairment on inventories | - | 189,059 |
Tax reducing temporary differences not recognized | - | (324,021) |
TOTAL | - | - |
2025 | 2024 | |
Balada Shopping Market SRL | 92,557 | 121,695 |
Westhouse Group SRL | - | - |
TOTAL | 92,557 | 121,695 |
The deferred tax liability relates to the following: | ||
2025 | 2024 | |
Revaluation of investment properties to fair value | 92,557 | 121,695 |
TOTAL | 92,557 | 121,695 |
2025 | 2024 | |
Accounting taxable profits/(loss) | 1,700,701 | (1,466,772) |
Tax at applicable rate of 16% | (272,112) | 234,684 |
Tax reducing temporary differences not recognized | 280,573 | (324,021) |
Losses not possible to carried forward | (7,180) | (57,841) |
Withholding tax | (87,155) | (99,048) |
Other | (5,258) | 19,371 |
Tax effect of (expenses)/income that are not (deductible)/taxable in determining taxable profit | (21,946) | - |
Tax (expense)/income | (113,078) | (226,855) |
50
51
Year ended 31 December | On | Less than 3 | 3 to 12 | 1 to 5 years | > 5 years | Total | |
2025 | demand | months | months | ||||
Other payables | - | 88,658 | - | - | - | 88,658 | |
Tax payable | - | 3 | - | - | - | 3 | |
- | - | ||||||
Total | 88,661 | - | - | 88,661 |
Year ended 31 December | On | Less than 3 | 3 to 12 | 1 to 5 years | > 5 years | Total | |
2024 | demand | months | months | ||||
Other payables | - | 195,268 | - | - | - | 195,268 | |
Tax payable | - | 4 | - | - | - | 4 | |
- | - | ||||||
Total | 195,272 | - | - | 195,272 |
Basis for calculation of earnings per share | Consolidated | |
2025 | 2024 | |
The year’s earnings from continuing operations | (1,587,623) | (1,693,627) |
No. of shares at the balance sheet date | 40,335,322 | 40,335,322 |
Average of no. of shares | 40,335,322 | 40,851,553 |
Basic and diluted Earnings per share | 0.0394 | (0.0415) |
52 | ||
Statement
pursuant to Section 5-5 of the Securities Trading Act
We hereby confirm that the annual accounts for the Group and the Company for 2025
to the best of our knowledge have been prepared in accordance with applicable
accounting standards and give a true and fair view of the assets, liabilities, financial
position and profit t or loss of the Group and the
Company taken as a whole.
The Directors’ report gives a true and fair view of the development and performance
of the business and the position of the Group and the Company, as well as a
description of the principal risks and uncertainties facing the Group.
Bermuda, 17.04.2026
The Board of Directors of RomReal Ltd
53
.......................................... ..........................................
Kjetil Grønskag (Chairman) Bendt Thorkildsen
...........................................
Heidi Sorensen (Director)
Company Addresses
Westhouse Group srl Westhouse Group SRL, 54 Cuza-Voda Street, ap. 3, ground floor, Constanta,
Romania, 900682
RomReal Ltd Burnaby Building, 16 Burnaby Street, Hamilton, HM11, Bermuda
Auditors KPMG AS, Sørkedalsveien 6, 0369 Oslo, Norway
Legal Advisors Wakefield Quin Limited, Victoria Place, 31 Victoria Street, Hamilton, HM10,
Bermuda
Bank in Norway Nordea Bank Norge ASA, Olav Munkegaten 21gt. 39/4, 7005 Trondheim,
Norway
Bank in Romania Alpha Bank Constanta, 175 Mamaia Boulevard, 900540, Constanta,
Romania
IR
For further information on RomReal, including presentation material relating to this interim report and
financial information, please visit www.RomReal.com.
DISCLAIMER
54
The information included in this Report contains certain forward-looking statements that address activities,
events or developments that RomReal Limited (“the Company”) expects, projects, believes or anticipates
will or may occur in the future. These statements are based on various assumptions made by the Company,
which are beyond its control and are subject to certain additional risks and uncertainties. The Company
is subject to a large number of risk factors including but not limited to economic and market conditions in
the geographic areas and markets in which RomReal is or will be operating, counterparty risk, interest rates,
access to financing, fluctuations in currency exchange rates, and changes in governmental regulations.
As a result of these and other risk factors, actual events and our actual results may differ materially from
those indicated in or implied by such forward-looking statements. The reservation is also made that
inaccuracies or mistakes may occur in the information given above about current status of the Company
or its business. Any reliance on the information above is at the risk of the reader, and RomReal disclaims
any and all liability in this respect.