COMELF SA | |
Registru comertului No.J/06/02/31.01.91 | |
Cont bancar: (Lei) RO 12INGB0024000040598911 | |
GRUP UZINSIDER | (Euro) RO 58INGB0024000040590711 |
Deschise la: ING BANK BISTRITA | |
Societate cotata la Bursa de Valori Bucuresti | |
The report of the directors of COMELF SA according to ASF Regulation 5/2018, Annex 14
Issued on: August 29, 2024
Company name: COMELF SA
Registered Office: Bistrita, str. Industry no. 4
Phone/fax number: 0263/234462; 0263/238092
VAT code: 568656
Registration number with the Trade Register: J06/02/1991
Subscribed and paid-in share capital as of 6/30/2022: 13,036,325.34 lei
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
Regulated market in which the issued securities are traded:
Bucharest Stock Exchange
The Board of Directors of Comelf SA Bistrita, appointed by the General Assembly of
the shareholders prepared, for the period January-June 2024, the present report on the balance sheet
-
the profit and loss account, the statement of changes in shareholders' equity, the state of the cash flows, accounting policies and explanatory notes included in the individual financial statements semi-annual reports drawn up on 30.06.2024.
These financial statements are presented together with the Directors' Report and relate to:
Equity | RON 76,886,456 |
Turnover: | RON 76,657,207 |
Net result of the year-profit: | RON 4,754,129 |
I.1 Important events taking place between January and June 2024
-
On 18.04.2024, the OGMS was held, which approved the distribution of the profit
net related to the year 2023, of the amount of 9,328,420 lei for the payment of dividends to the company's shareholders, of which the amount of 4.680.672 lei was distributed according to the OGMS of 26.10.2023 and the payment of the difference, i.e. 4.647.548 lei will be paid starting with 16.09.2024; - On 18.04.2023, the OGMS approved the REB for the current year, the investment programme for 2023, the company's organisation chart and the maximum borrowing limit for the current year;
For the next 6 months of the financial year 2024, we have not identified any significant risks, only the current ones, related to the labour market, in particular regarding qualified staff.
I.2 Transactions between related parties in the period January-June 2024
The transactions with the companies within the group are carried out based on the framework commercial contracts in which the rights and obligations of each party are stipulated, the type of contract is also specified.
Business relations with affiliated parties are based on sale-purchase contracts, commission contracts and consultancy contracts.
Affiliated party | Activity | Description of the type of |
business relation | ||
Uzinsider SA
Uzinsider Techo SA
Uzinsider General Contractor SA
Promex SA
24 Ianuarie SA
Consulting services
Brokerage services
Sale of products (filter unit/turbine parts/diffusers)
Acquisition of electricity
Sale of products
Collaborations in the manufacture of subassemblies
Collaborations in the manufacture of subassemblies
Uzinsider SA is the majority shareholder of COMELF
Common shareholders-natural persons, common administrators
Common shareholding, common administrators
Uzinsider SA is the majority shareholder in both companies, joint administrators Uzinsider SA is the majority shareholder in both companies, joint administrators
- The sales of goods and services to the affiliated parties are carried out at the prices of the contracts concluded for each order of the external costumers;
- Purchases from related parties were made at the purchase value (in line with the market price) according to the contracts;
Sales at: | June | 30, | Purchases | June | 30, |
2024 | from: | 2024 | |||
Uzinsider SA | - | Uzinsider SA | 352,218 | ||
Uzinsider | |||||
Uzinsider Techo SA | 14,242,808 | Techo SA | 786,389 | ||
Uzinsider | |||||
General | |||||
Uzinsider General Contractor SA | - | Contractor SA | 3,790,019 | ||
Promex SA | 14,422 | Promex SA | 43,274 | ||
24 Ianuarie SA | 16,539 | 24 Ianuarie SA | - | ||
Total | 14,273,769 | Total | 4,971,900 |
Transactions with related parties carried out in the first 6 months of 2024 are the traditional ones, there are no other special transactions, different from those carried out in previous years.
- Review of the Company's activity:
-
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."
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. Manufacturing is carried out in 6 production halls, with a total area of 80,824 sqm, equipped with machinery, installations, machine tools for mechanical processing, laboratories and utility networks for the production processes.
COMELF S.A. does not own shares in other companies and does not have any branches.
b). The economic-financial situation
Presentation of an analysis of the current economic-financial situation compared to the same period last year:
a) Balance sheet elements of COMELF SA:
RON | June 30, 2024 | December 31, 2023 |
ASSETS | ||
Non-current Assets | 77,436,329 | 76,382,279 |
Total Current Assets, of which: | 87,759,979 | 90,740,151 |
Inventories | 19,890,618 | 21,565,966 |
Commercial and similar receivables | 49,434,224 | 61,550,549 |
Cash and short-term deposits | 18,435,137 | 7,623,636 |
Total Assets | 165,196,308 | 167,122,430 |
Advance expenses | 701,398 | 161,743 |
Equity and debt | ||
Total share capital, of which: | 76,886,456 | 81,791,384 |
Registered capital | 13,036,325 | 13,036,325 |
Share capital adjustments | 8,812,271 | 8,812,271 |
Other equity items | (4,561,618) | (4,568,781) |
Reserves | 53,948,282 | 53,993,049 |
Reported result | 897,067 | 1,190,100 |
The result of the period | 4,754,129 | 9,328,420 |
Total Long-term liabilities, of which: | 10,748,756 | 11,239,248 |
Long-term bank loans | - | - |
Lease liabilities | - | 66,771 |
Provisions for risks and expenses | 249,196 | 249,196 |
Debts on deferred taxes | 5,303,940 | 5,211,782 |
Subsidies for investments_long-term | 5,195,620 | 5,711,499 |
portion | ||
Total Current Liabilities, of which: | 77,864,598 | 74,253,541 |
Trade payables | 40,653,913 | 34,652,136 |
Interest-bearing bank loans | 34,839,700 | 36,812,040 |
Lease liabilities | 163,310 | 203,782 |
Provisions for risks and expenses | 817,552 | 1,009,742 |
Subsidies for investments_short-term | 1,209,843 | 1,296,240 |
portion | ||
Debts on deferred taxes | 180,280 | 279,601 |
Advance income | 397,896 | |
Total equity and Liabilities | 165,897,706 | 167,284,173 |
b) COMELF SA profit and loss account:
RON | June 30, 2024 | June 30, 2023 |
Income | 88,118,301 | 95,123,322 |
Operational result | 6,911,676 | 6,667,745 |
EBITDA | 10,656,786 | 9,393,471 |
Financial result | (1,503,119) | (1,236,146) |
Profit before tax | 5,408,557 | 5,431,599 |
Income tax expense | 654,428 | 750,727 |
Profit for the financial year | 4,754,129 | 4,680,872 |
Number of shares | 22,476,423 | 22,476,423 |
Earnings per share | 0.212 | 0.208 |
COMELF SA revenues amounted to RON 88 million in H1/2024 compared to RON 95 million in H1/2023, down by 7%, on the back of the decrease in sales price due to the fall in metal prices correlated with the increase in average wages on the back of inflation and the evolution of the minimum wage. Of the total revenue of 95 million lei realized in H1 2023, 1 million lei represents revenue from the reversal of the provision for sundry debtors, which is not related to the current activity and is not included in the revenue of 2024.
COMELF SA's expenses decreased, compared to the first semester of 2023, in a higher proportion (8%) compared to the evolution of revenues, influenced by the decrease in the cost of raw materials (18%), by the increase in personnel expenses due to inflation and the increase in the minimum wage (7%), in the context of a decrease in the average number of staff by 4%, utility costs, both due to the decrease in the purchase price of electricity but also as a result of own production of electricity from renewable sources, and the decrease in service costs (in particular transportation costs, partnerships).
The gross result of the company was maintained, compared to H1 2023, given that in the first semester of 2023, a direct profit from the reversal of provision in the amount of 1 million RON was recorded, while the profit for the first semester of 2024, is generated by the operational activity, so EBITDA recorded an increase of 13% (1.263.316 RON).
2. Review of the Company's activity:
2.1. Presentation and analysis of trends, items, events or uncertainty factors that affect or could affect the company's liquidity compared to the same period last year.
Comelf SA was at no time unable to meet its financial obligations during the period under review and we estimate that there will be no events or factors affecting the liquidity of the company until the end of the financial year.
2.2 Presentation and analysis of the effects on the company's financial situation of all capital expenditures, current or anticipated, compared to the same period last year.
Capital expenditure for H1 2024 was RON 2.9 million (H1 2023 = RON 1.8 million). Capital expenditure was financed from own sources.
2.3. Presentation and analysis of events, transactions, economic changes that significantly affect income from core business. Indication of the extent to which revenues have been affected by each item identified. Comparison with the corresponding period last year.
The economic-financial operations related to first half of 2024 were correctly registered, based on legally prepared documents. The obligations stipulated by the law have been fulfilled, regarding the correct and up-to-date organization and management of accounting, regarding compliance with accounting principles, accounting rules and methods provided by the regulations in force.
The obligations towards the state and local budget, towards the special funds were correctly established and the transfers were made in accordance with the legal provisions.
It is also worth mentioning that the income, expenses and individual financial result related to the first six months of 2023 are faithfully reflected in the profit and loss account (income statement).
3. Changes affecting company capital and management
-
Description of cases where the company was unable to meet its financial obligations during the period in question:
Not applicable. - Description of any change in the rights of holders of securities issued by the company:
Not applicable.
4. Significant transactions
In the case of issuers of shares, information on major transactions entered into by the issuer with persons with whom it acts in concert or in which such persons have been involved during the relevant time period:
Not applicable
5. ANNEXES
A copy for the following documents is attached to this report:
- the balance sheet, as of 30.06.2024;
- the declaration of the General Manager of Comelf SA regarding the assumption of responsibility for the preparation of the financial and accounting statements related to the 1st half-year/2024;
- the shareholding structure, on 30.06.2024;
6. REMARK: The half-yearly financial statements for the six months ended on June 30th 2024 have not been audited or reviewed by an independent auditor, as this is not a legal or statutory requirement.
Annexes:
Shareholder structure on the reference date June 30th, 2024:
Number of shares | % ownership | |
Uzinsider SA | 18,189,999 | 80.9292 % |
Other shareholders | 4,286,424 | 19.0708 % |
Total | 22,476,423 | 100 % |
Management structures:
As of June 30, 2024, the management of COMELF SA was composed of the following:
-
Members of the Company's Board of Directors: Savu Constantin Chairman
Babici Emanuel member Mustata Costica member Sofroni Vlad member Parvan Cristian member - Members of the Executive Management of the Company:
Cenusa Gheorghe General Manager | |
Pop Mircea | Deputy General Manager Business Operation |
Oprea Paul Cristian Deputy General Manager Technical and Production |
Tatar Dana Finacial Manager
Serban Marcela Raw Material Procurement Manager
Jurje Valeriu Quality Manager
Tatar Eugen | Factory Executive Manager |
Viski Vasile Factory Executive Director | |
Campian Cosmin Factory Executive Manager |
Management statement
According to the best information available, we confirm that the individual financial statements, for the half year 1/2024, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit and loss account of Comelf SA, as required by applicable accounting standards.
We also confirm that the operating performance situation and the information presented in this report give a true and fair view of the main events that occurred during the first six months of 2024 and their impact on the financial statements.
Chairman of the Board of Directors-eng. Savu Constantin
General Manager-eng. Cenușă Gheorghe
Financial Manager-ec. Tatar Dana
The unaudited financial statements as of 30.06.2024, together with the Report of the Board of Directors, are published on the company's website www.comelf.roin the "Up-to-date information" section.
The financial statements and the respective reports were also sent to BSE and FSA, and can be consulted ,as well following the link below.
COMELF S.A.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2024 IN ACCORDANCE WITH IFRS
(All amounts are expressed in lei, unless otherwise indicated)
STATEMENT OF FINANCIAL POSITION AT June 30, 2024
Nota | 30 June, 2024 | 31 decembrie 2023 | ||
Assets | 60,281 | 60,281 | ||
Intangible assets | 5 | 307,594 | 263,726 | |
Tangible assets | 5 | 73,974,881 | 75,025,009 | |
Financial assets available for sale | 6 | - | - | |
Total non-current assets | 74,342,756 | 75,349,016 | ||
Advance payments for tangible assets | 3,093,573 | 1,033,263 | ||
Stocks | 7 | 19,756,091 | 21,474,210 | |
Receivables from contracts with customers | 8 | 42,456,068 | 49,155,099 | |
Trade receivables and other receivables | 9 | 7,814,081 | 12,648,949 | |
Current tax receivables | - | - | ||
Cash and cash equivalents | 11 | 18,435,137 | 7,623,636 | |
Total Current Assets | 91,554,950 | 91,935,157 | ||
Total Assets | ||||
165,897,706 | 167,284,173 | |||
Share capital | 12 | 13,036,325 | 13,036,325 | |
Share capital adjustments | 12 | 8,812,271 | 8,812,271 | |
Other elements of equity | 12 | - | - | |
Reserves | 12 | 49,386,664 | 49,424,268 | |
Reported outcome | 12 | 897,067 | 1,190,100 | |
Financial year outcome | 25 | 4,754,129 | 9,328,420 | |
Total Equity | 76,886,456 | 81,791,384 | ||
Debts | ||||
Other loans and debts-leasing | 13 | - | 66,771 | |
Deferrend tax liabilities | 22 | 5,303,940 | 5,211,782 | |
Provisions for risks and expenses | 21 | 249,196 | 249,196 | |
Deferrend income liabilities | 23 | 5,195,620 | 5,711,499 | |
Total long-term debts | 10,748,756 | 11,239,248 | ||
Overdrafts | 13 | 34,839,700 | 36,812,040 | |
Deferrend tax liabilities | 22 | 180,280 | 279,601 | |
The current other loans and liabilities - leasing | 11 | 163,310 | 203,782 | |
Commercial debts and other debts | 14 | 40,653,913 | 34,652,136 | |
Provisions for risks and expenses | 21 | 817,552 | 1,009,742 | |
Income recorded in advance | 397,896 | - | ||
Deferrend tax liabilities | 23 | 1,209,843 | 1,296,240 | |
Total current debts | 78,262,494 | 74,253,541 | ||
Total Debts | ||||
89,011,250 | 85,492,789 | |||
Total equity and debts | ||||
165,897,706 | 167,284,173 |
Cenusa Gheorghe | Tatar Dana |
General Manager | Economic Manager |
1 |
COMELF S.A.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2024 IN ACCORDANCE WITH IFRS
(All amounts are expressed in lei, unless otherwise indicated)
PROFIT OR LOSS ACCOUNT SITUATION
AND OTHER ELEMENTS OF THE OVERALL RESULT
Nota | 30 iunie 2024 | 30 iunie 2023 | |
Continuous operations | |||
Revenues | |||
Revenue from contracts with customers | 15 | 81,739,643 | 87,905,266 |
Revenues from sales of goods | 893,303 | 0 | |
Other elements related to the turnover | 4,362,373 | 5,627,911 | |
Total revenues | 86,995,319 | 93,533,177 | |
Other revenues | 16 | 999,805 | 696,405 |
Expenses | |||
Raw material costs and other expenses | (36,664,245) | (46,198,613) | |
Electricity and water costs | (1,657,488) | (2,251,082) | |
Commodity expenses | (884,370) | - | |
Employment charges | 17 | (29,301,201) | (27,494,235) |
Transport costs | 18 | (2,799,529) | (3,125,009) |
Other expenses related to revenues | 19 | (5,620,218) | (5,538,355) |
Cost depreciaton charge | 5 | (3,937,316) | (3,765,414) |
Financial costs , net | 25 | (1,503,119) | (1,236,146) |
Ajustments related to cirrent assets depreciation ,net | 8 | (826,250) | 1,010,987 |
Provision costs for risks and expenses, net | 21 | 818,456 | 28,701 |
Other expenses | 19 | (211,287) | (228,817) |
Total expenses | (82,586,567) | (88,797,983) | |
Pre -tax profit | 5,408,557 | 5,431,599 | |
Profit tax | 20 | (654,428) | (750,727) |
Profit from continuous operations | 4,754,129 | 4,680,872 | |
Profit from discontinuous operations | - | - | |
PROFIT OF THE PERIOD | 4,754,129 | 4,680,872 | |
Other comprehensive income | |||
Items that will not be reclassified to expenses and revenues | |||
Value changes of the used assets as a result of | |||
revaluation ,net of tax | - | - | |
Items that can be reclassified to expenses and revenues | |||
Value changes of securities available for sale | 3 | ||
Total profit and loss account and other | |||
comprehensive income | |||
Outcome per share | - | - | |
From continuous and discontinuous operations | |||
Outcome per basic share (lei per share) | 4,754,129 | 4,680,872 | |
Diluted outcome per share (lei per share) | |||
Din operatiuni continue | |||
Outcome per basic share (lei per share) | 24 | 0.21 | 0.21 |
Diluted outcome per share (lei per share) | 24 | 0.21 | 0.21 |
Cenusa Gheorghe, | Tatar Dana ,, |
General Manager | Economic Manager |
2 |
COMELF S.A.
NOTES TO THE INTERIM FINANCIAL STATEMENTS AS AT 30 JUNE 2024 IN ACCORDANCE WITH IFRS (All amounts are expressed in LEI, unless otherwise indicated)
STATEMENT OF CHANGE OF EQUITY
Balance as of January 01, 2024
Profit or loss account and other elements of the overall result Profit or loss
Other elements of the overall result
Net change in the fair value of available-for-sale financial assets Changes in the value of the assets used
Movements in the profit or loss account and other elements of the overall result
Differences from the revaluation achieved transferred to the retained result-current year
Other equity items
Legal reserves established
Total profit or loss account and other elements of the overall result
Other elements retained result - correction of accounting errors
Other elements retained result - correction of accounting errors
Transactions with shareholders, registered directly in equity Contributions from and distributions to shareholders/employees Total transactions with shareholders
Profit or loss account and other elements of the overall result Balance as of June 30, 2024
Adjustments | Differences | |||||
Capital | of | and reserves | Reserves | Other | The Result | Total |
Social | share | from | legal | reserves | witheld | |
revaluation | ||||||
capital | equity | |||||
13,036,325 | 8,812,271 | 30,955,944 | 2,607,265 | 15,861,059 | 10,518,520 | 81,791,384 |
4,754,129 | 4,754,129 |
0 | 0 | -44,767 | 0 | 0 | 37,604 | -7,163 |
0 | 0 | 7.163 | 0 | 0 | 0 | 7.163 |
0 | 0 | 0 | 0 | 0 | 0 | 0 |
0 | 0 | -37.604 | 0 | 0 | 4,791,733 | 4,754,129 |
0 | 0 | 0 | 0 | -330.637 | -330.637 | |
0 | 0 | 0 | 0 | 0 | -330.637 | -330.637 |
0 | 0 | 0 | 0 | `0 | 0 | 0 |
0 | 0 | 0 | 0 | 0 | -9,328,420 | -9,328,420 |
0 | 0 | 0 | 0 | 0 | -9,328,420 | -9,328,420 |
13,036,325 | 8,812,271 | 30,918,340 | 2,607,265 | 15,861,059 | 5,651,196 | 76,886,456 |
3
