Report of the Board of Directors on the individual financial statements of COMELF SA prepared in accordance with the Order of the Ministry of Public Finance no. 2844/2016
For the financial year: 2024 Company name: COMELF S.A.
Registered Office: Bistrita, no. 4, Industriei Street
Phone /
fax number:
0263
234462;
Fax: 0263 238092
VAT code with the Trade Register Office: 568656
Registration number with the Trade Register: J06/02/1991 Subscribed and paid-in share capital: 13,036,325,34 lei
Regulated market in which the issued securities are traded: Bucharest Stock Exchange
The main characteristics of the securities issued by the company: -Dematerialized registered shares in the number of 22,476,423 with a nominal value of 0.58 lei/share.
The Board of Directors of Comelf SA Bistrita, appointed by the General Meeting of Shareholders, has prepared, for the financial year 2024, this report on the balance sheet, income statement, statement of changes in equity, cash flow statement, accounting policy and explanatory notes included in the individual financial statements of 2024.
These financial statements are presented together with the Audit Report and this Directors' Report and refer to:
Equity | 81,136,726 RON |
Total revenue: | RON 168,740,905 |
Profit of the period | 8.990.433 RON |
The financial statements have been prepared in accordance with:
(i) Accounting Law 82/1991 republished in June 2008 (Law 82);
(ii) The provisions of Order no. 2844/2016;
Since 2012, the company presents individual financial statements prepared in accordance with the provisions of Order 2844/2016 (previously Order 1286/2012) for the approval of Accounting Regulations in accordance with International Financial Reporting Standards, applicable to companies whose securities are admitted to trading on a regulated market, with subsequent amendments and clarifications required by Order 881/2012.
COMELF was audited by the independent auditor G2 Expert. The results of the Company's audit are presented in the Report of the Independent Auditor G2 Expert.
1. Review of the Company's activity:
i. Description of the basic activity of the Company:
The company operates based on the Commercial Companies Law no. 31/1990 (with subsequent amendments and additions), the Capital Market Law no. 297/2004 and Law 24/2017 regarding issuers of financial instruments and market operations. According to article 6 of the Constitutive Act updated in July 2022, the object of activity of the Company is
"Manufacturing machines and equipment for earthworks, for power plants and environmental protection, equipment for lifting and transporting, including their subassemblies."
ii.
Date of establishment of the Company:
COMELF SA is a joint stock company established in Romania, in 1991, on the structure of the Bistrita Technological Equipment Company.
iii.
iii. Changes in the Company's equity, mergers or significant reorganizations of the Company or its controlled companies during the financial year:
COMELF is a company with Romanian majority capital and since 1995 COMELF has been listed on the Bucharest Stock Exchange, being part of the 12 founding companies. The subscribed and paid-in share capital at the end of the financial year 2024 is 13,036,325.34 LEI. The shareholding structure at the end of the period reviewed is (Source: Depozitarul Central on 31.12.2024): Uzinsider SA-80.9292% of shares and Other natural and legal persons-19.0708%.
COMELF is a production company in the field of machine building industry and its object of activity is the manufacture of equipment for power plants and environmental protection, metal structures in the field of renewable energy (source: water, wind and sun), earthmoving machines and equipment or sub-assemblies equipment for lifting and transport equipment, including components therefor. In order to carry out its activity, the company owns and operates a total of 18 buildings with a total area of 174.614 square meters, of which the built area, intended for operational activity, is 88.521 square meters, of which the basic production activity is carried out in 6 production halls equipped with machinery, installations, machine tools for machining, laboratories and utility networks for the production processes.
On 31.12.2024 COMELF S.A. fully acquired the shares of Mottra SRL, a company operating in the field of services (electrical repairs - engine winding), the acquisition value was 220.000 lei. COMELF SA has no subsidiaries.
iv.
Description of acquisitions and / or disposals of assets:
The total value of the assets at December 31, 2024 was 157,810,379 LEI, decreasing by 9,473,794 compared to the value recorded at the beginning of the year, the difference coming from the following increases and decreases: (i) the increase in the company's fixed assets on account of depreciation (LEI 8,233,713) offset by investments in fixed assets in 2024 (LEI 9,046,650) and the sale/disposal/regularization of assets, net difference of LEI 100,(ii) from the decrease in current assets (LEI 10,286. 631 LEI)) and here, in detail, there is a significant decrease in receivables from contracts with customers due to the decrease in the value of turnover (LEI 14,879,352), a decrease in the value of the advance for tangible fixed assets (LEI 155,107), (iii) a decrease in the value of inventories (LEI 898,061) due to a prudent acquisition policy in the context of the evolution of the prices of materials. Trade and other receivables are also decreasing significantly as a result of the improvement of the VAT compensation terms, from an average of 6 months during 2023, it has reached monthly compensation, but there are still problems in recovering the amounts related to sick leave paid from FNUASS, where we are recording outstanding amounts starting November 2023. The amount of LEI 2,255,515 remains constant, representing corporate income tax and additional VAT, including interest and penalties, established following a tax audit for the period 2017-2022, amounts paid by COMELF but for which a court action was opened against the tax assessment decision, unsettled at the date of this report. Cash and cash items increased compared to the beginning of the year by LEI 13,099,086, due to the repayment of the existing credit as due, equivalent to EUR 600,000 and payments to suppliers.
v.
The main results of the evaluation of the company's activity:
The profit and loss account, i.e. the income and expenditure grouped by source during 2024, is presented as follows:
Profit and loss account (thousand lei) | Year 2024 | Year 2023 | Differences |
Turnover | 166,012 | 191,437 | (25,425) |
Other operating income, TOTAL, of which: | 2,434 | (7,263) | +9,697 |
Stored production variation (+/-) | 318 | (8,854) | +9,172 |
Income from operating subsidies | 8 | - | +8 |
Income from investment grants | 1,199 | 1,261 | (62) |
Other operating revenues | 909 | 330 | +579 |
Operating income-TOTAL | 168,446 | 184,174 | (15,728) |
Expenditures on raw consumables, utilities, goods materials, | 70,834 | 88,370 | (17,536) |
Staff costs | 58,916 | 56,134 | +2,782 |
Provision expenses, depreciation amortization adjustments, and TOTAL of which: | 7,968 | 8,585 | (617) |
Depreciation expenses | 8,234 | 7,601 | +633 |
Value adjustment of current assets | 97 | (1,010) | +1,107 |
Adjustments for provisions for risks and expenses | (363) | 1,994 | (1,557) |
Other operating expenses | 18,044 | 17,806 | +238 |
Operating expenses-TOTAL | 155,762 | 170,895 | (15,133) |
Operating profit-TOTAL | 12,684 | 13,279 | (595) |
Financial income | 295 | 1,623 | (1,328) |
Financial expenses | 3,210 | 4.265 | (1,055) |
Financial result | (2,915) | (2,642) | (273) |
Total revenue: | 168,717 | 185,797 | (17,080) |
Overall expenses | 158,948 | 175,160 | (16,212) |
Profit and loss account (thousand lei) | Year 2024 | Year 2023 | Differences |
Gross result | 9,769 | 10,637 | (868) |
Net result | 8,990 | 9,328 | (338) |
EBITDA | 20,652 | 21,864 | (1,212) |
EBITDA was determined as follows: | |||
Indicators (thousand lei) | 2024 | 2023 | Differences |
Operational profit | 12,684 | 13,279 | (595) |
Provision expenses, depreciation amortization adjustments, and | 7,968 | 8,585 | (617) |
Asset changes are as follows:
Assets (thousand lei) | Year 2024 | Year 2023 | Differences |
1.1. TOTAL fixed assets, of which: | 76,162 | 75,349 | +813 |
1.1.1. Tangible fixed assets | 36,492 | 33,504 | +2,988 |
1.1.2. Real estate assets | 39,051 | 41,521 | (2,470) |
1.1.3. Intangible assets | 339 | 264 | +75 |
1.1.4. Research expenditure and development | 60 | 60 | - |
Assets (thousand lei) | Year 2024 | Year 2023 | Differences |
1.1.4. Financial assets | 220 | - | +220 |
1.2. Current assets TOTAL, of which: | 81,649 | 91,935 | +10,286 |
1.2.1. Stocks of raw materials and materials | 9,695 | 10,489 | (794) |
Assets (thousand lei) | Year 2024 | Year 2023 | Differences |
1.2.2. Stocks of finished products and production in progress | 10,881 | 10,985 | (104) |
1.2.3. Receivables from contracts with customers | 34,276 | 49,155 | (14,879) |
1.2.4. Income tax to be recovered | 221 | - | +221 |
1.2.5. Other receivables and advances for fixed assets | 5,852 | 13,682 | (7,830) |
1.2.6. Cash and cash equivalents | 20,723 | 7,624 | +13,099 |
Total Assets | 157,810 | 167,284 | (9,474) |
The structure of liabilities in the company's balance sheet as at December 31, 2024 is as follows:
Assets (thousand lei) | Year 2024 | Year 2023 | Differences |
1.1. Total share capital, of which: | 13,036 | 13,036 | - |
1.1.1. Subscribed share capital | 13,036 | 13,036 | - |
1.1.2. Share capital adjustments | 8,812 | 8,812 | - |
1.1.3. Other items of equity | (4,471) | (4,569) | (98) |
1.2. Revaluation reserves | 34,917 | 35,525 | (608) |
1.3. Legal reserves | 2,607 | 2,607 | - |
1.4. Other reserves | 19,246 | 15,861 | - |
1.5. Own shares | - | - | - |
1.6. Reported result | 1,384 | 1,191 | +171 |
1.7. The result of the period | 8,990 | 9,328 | (338) |
1.8. Profit distribution | 3,385 | - | 3,385 |
Total equity | 81,137 | 81,791 | (654) |
1.2. Long-term debts | 10,106 | 11,239 | (1,133) |
1.2.1. Interest-bearing loans and liabilities | - | 67 | (67) |
1.2.2. Deferred tax liabilities | 5230 | 5,212 | +18 |
1.2.3. Provisions for risks and expenses | 209 | 249 | (40) |
1.2.4. Debts on deferred income | 4,667 | 5,711 | (1,044) |
1.3. Current debts | 66,567 | 74,254 | (7,687) |
1.3.1. Trade and similar payables, of which:
30,113
34,652
(4,539)
Trade payables | 22,267 | 24,360 | (2,093) |
Other debts | 7,846 | 10,292 | (2,446) |
1.3.2. Interest-bearing borrowings loans and | 33,891 | 37,016 | (3,125) |
1.3.4. Provisions for risks and expenses | 860 | 1,010 | (150) |
1.3.5. Debts on deferred income | 1,539 | 1,296 | (243) |
1.3.6. Deferred tax liabilities | 164 | 280 | (116) |
Total debt | 76,673 | 85,493 | (8,820) |
Total equity and debt | 157,810 | 167,284 | (9,474) |
The Company's equity decreased in the financial year 2024 by 654.658 lei.
The legal reserve is 2,607,265 lei and represents 20% of the share capital.
The Company's total liabilities decreased by RON 8,819,136, as a result of (i) the decrease of liabilities to suppliers by RON 2,092,365 due to slightly reduced payments on due dates and lower prices for materials; (ii) the reimbursement of EUR 600,000 from the working capital credit line, as due; (iii) the decrease of liabilities to the state budget and social insurance budget, under the conditions of optimizing the period of VAT compensation to be recovered from 6 months to 1 month.
The Company's provisions decreased by 189,652 lei being influenced by:
- Decrease provision for employee retirement benefits by 40,341 lei because in the year 2024 a total of 50 people retired due to age limit and thus benefited from this benefit, affecting the costs for the period and, additionally, the number of staff employed decreased;
- decrease in provisions for commercial penalties/potential customer claims related to the year 2024 by 44,864 lei, due to the decrease in the number of claims/non-compliances. The amounts are under discussion.
-Decrease in provisions for the buy-back of pension insurance policies, following the retirement of 50 people, for which the corresponding amounts were paid (104,447 lei).
The evolution of current assets and current liabilities is as follows:
Indicators (thousand lei) | 2024 | 2023 |
Current assets Current debts Net current assets | 81,649 66,567 15,082 | 91,935 74,254 17,681 |
The accounting organization was carried out by the centralized Economic Department, at the company level, by profit centers, through which the correct and up-to-date accounting operations were followed and carried out, the accounting principles and the accounting rules and methods provided in the regulations in force were observed. The financial statements were prepared on the basis of the trial balance, the summary accounts and compliance with the methodological rules and regulations for the preparation of financial statements, the items entered in the financial statements with the data recorded in the accounts being brought into line with the actual situation of the assets based on the inventories.
The profit and loss account accurately reflects the income, expenses and financial results of
2024. The company has carried out an inventory of all its assets, the results of which are recorded in the accounts and implicitly in the financial statements. The Company has organized the activity of preventive financial control.
The internal audit activity in the financial year 2024 was provided by Acon Audit.
Elements of general evaluation
a). Profit / (Loss):
Indicators (thousand lei) | Realizat2024 | Realizat2024 |
Gross profit (loss) | 9,769 | 10,637 |
Net profit (loss) | 8,990 | 9,328 |
Net profit: decreased slightly (-3.6%) compared to 2023, mainly influenced by: - decrease in turnover in 2024 compared to 2023, as a result of the decrease in the selling price of the products, influenced both by the assortment structure and the decrease in the price of the basic raw materials (metal) and by the decrease in physical volumes.
- utility savings based on the consumption of electricity from in-house production (in-house photovoltaic system capacity 4 KwP);
- Reduction of material expenses by reducing the purchase price of basic raw materials and by optimizing consumption
Besides the decrease in sales, the following categories of expenses have negatively influenced the evolution of gross profit, as follows:
-staff costs, which increased due to inflation and the evolution of the minimum wage, but also as a result of the lack of qualified personnel, in a context in which attracting or retaining staff is becoming increasingly expensive;
-maintaining fixed expenses, due to falling revenues, including the cost of depreciation;
b). Turnover:
Indicators (thousand lei) | Achieved 2024 | Budget 2024 | Achieved 2023 | Δ% vs. 2023 | Δ% vs. Budget |
Turnover | 166,012 | 186,883 | 191,437 | (13,28)% | (11,17%) |
Turnover decreased by 13.28% in 2024 compared to 2023, as a result of the decrease in the selling price of products, influenced by both the assortment structure and the decrease in the price of basic raw materials (metal) and the decrease in physical volumes. In 2024, the physical volume sold was 8% lower than the physical volumes sold in 2023, especially in the earthmoving segment.
c). Intra-Community exports and deliveries:
Indicators (thousand lei) | Achieved 2024 | Achieved 2023 | Δ% vs. 2022 |
Turnover | 166,012 | 191,437 | (13,28)% |
Export or LIC directly-EUR | 26,974 | 27,296 | (1,18)% |
Export or LIC directly-LEI | 134,183 | 135,022 | (0,60%) |
In 2024, the volume of export revenues, including direct intra-EU deliveries, decreased by 1.18% compared to the previous year. Of the total of 134,183 thousand lei, 24,821 thousand lei are sales invoiced to Uzinsider Techno SA in EUR, according to the LEU/EUR exchange rate, and which are then delivered to the final customer General Electric, amounts which are also collected in EUR.
d). Costs:
Expenses (thousand lei) | 2024 | 2023 |
Raw materials, consumables used and goods | ||
Expenses for raw materials | 53,916 | 70,212 |
Consumable expenses | 12,582 | 14,100 |
Expenditure on goods | 909 | - |
TOTAL | 67,407 | 84,312 |
Employee benefit expenses | ||
Wages | 52,439 | 50,003 |
Contributions to the state social insurance fund | 2,262 | 2,257 |
Other wages-related taxes and contributions | - | - |
Meal tickets | 4,215 | 3,874 |
Other salary benefits | - | - |
Expenses (thousand lei) | 58,915 | 56,134 |
Income from operating grants for staff pay | 8 | - |
Professional training expenses | 102 | 342 |
TOTAL | 59,009 | 56,476 |
Other expenses | ||
Shipping costs | 5,209 | 5,829 |
Utility expenses | 3,427 | 4,058 |
Expenses with services provided by third parties | 6,497 | 6,373 |
Expenses with compensations, donations, sponsorships and subsidies fines, penalties, | 391 | 607 |
Protocol, advertising and publicity expenses | 128 | 92 |
Other Overheads | 918 | 1,158 |
Expenses with other taxes and fees | 2,165 | 1,194 |
Repair expenses | 1,379 | 1,369 |
Travel expenses | 153 | 64 |
Rent expenses | 261 | 231 |
Expenses with postal and telecommunications taxes | 544 | 518 |
Expenses with insurance premiums | 399 | 371 |
TOTAL | 21,471 | 21,931 |
e). Market share:
Given that the company's products are diversified, it is not possible to determine a global market share.
f). Cash available:
The company held in its accounts on December 31, 2024 the amount of 20,723 thousand lei.
2. Analysis of the technical level and the sales activity of the Company
The COMELF product range is structured on five main lines, as follows: (1) Power Industry machinery and components; (2) Earthmoving machinery and components; (3) Environmental protection machinery; (4) Lifting and handling equipment; (5) Technological machinery;
The sale of products is carried out at customer and project level, through the centralised commercial department, with project managers specialised by product type and customer. Comelf products are mainly deli for export to countries such as: Italy, France, England, Holland, Sweden, Austria, Norway, Germany, Belgium, Switzerland, Hungary, USA.
The productive activity of the Company takes place within the factories organized as profit centers:
Stainless Steel Products Factory ("FPI")
Earthmoving Machinery and Equipment, Filters and Electrofilters Factory ("FUET")
Earthmoving Components and Machines Factory ("TERRA")
In the year 2024, the company's activity was uninterrupted. In 2024, both a new product and a new customer were added to the company's portfolio, as follows:
Entity
Customer
Product:
FUET
ROBEL Bahnbaumaschinen GmbH, Germany
Forestry machinery components
FUET
GE Grid GmbH, Germany
Transformer tank
FUET
Tehnostrade SRL, Romania
Components for road and bridge construction
FPI
JW Froehlich Maschinenfabrik GmbH, Germany
Automotive engine testing platforms
FPI
GE VERNOVA, SUA
Diffuser cone
Share of operating revenue by main operating lines in total revenue FY 2024:
The commercial policy of the Company is to avoid significant dependence on a single Customer (no more than 35% customer exposure). During 2024 the largest share of sales on a single customer was 14.74% of the total turnover, as follows:
Partner | Income share (> 5%) | Income | The segment in which revenues are included |
Uzinsider Techno SA(GE) | 14.74 % | 24,821,159 | Equipment for energy industry, end customer General Electric |
Siemens | 11.69 % | 19,699,511 | Equipment for power-generation industry and components: FPI- FUET |
Komatsu | 11.04 % | 18,603,327 | Equipment for components: FUET earthworks and |
HD Hyunday Infracore | 10.43 % | 17,568,133 | Earth-Moving quipment components: FCT and its |
Tesmec | 7.49 % | 12,621,257 | Equipment for earthworks, rolling stock manufacturing and their components: FUET + FCT |
Tekhnint SA | 7.11 % | 11,970,266 | Equipment for earthworks, rolling stock manufacturing and their components: FPI + FCT |
3. Evaluation of the technical-material supply activity:
The raw-material sourcing and procurement activity aims at providing for the material resources of the