Comelf SaBVB: CMF

Financial statements H 1 2024

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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.

  1. Review of the Company's activity:
  1. 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

  1. Description of cases where the company was unable to meet its financial obligations during the period in question:
    Not applicable.
  2. 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

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