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AUDIT REPORT | 1 - 2 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION | 3 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | 4 |
CONSOLIDATED STATEMENT OF CASH FLOWS | 5 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY | 6 - 7 |
CONSOLIDATED | FINANCIAL STATEMENTS 8 - 44 |
BALANCE SHEET, lei | Note | 12/31/2025 | 12/31/2024 |
Assets | |||
Fixed assets | |||
Tangible fixed assets* | 5.1 | 105,171,492 | 111,848,874 |
Real estate investments* | 5.1 | 14,762,355 | 7,716,172 |
Intangible assets | 5.2 | 1,950,142 | 1,542,862 |
Investments in capital instruments | 5.3 | 1,266,419 | 2,016,173 |
Other fixed assets | 5.4 | 378,818 | 339,683 |
Fixed assets - total | 123,529,226 | 123,463,764 | |
Current assets | |||
Stocks | 6 | 38,560,105 | 37,590,528 |
Trade receivables | 7.1 | 26,218,768 | 25,195,344 |
Other receivables | 7.2 | 5,781,033 | 6,834,958 |
Cash and cash equivalents | 8 | 5,795,768 | 3,797,871 |
Other assets | 7.2 | 432,852 | 599,254 |
Current assets - total | 76,788,526 | 74,017,955 | |
TOTAL ASSETS | 200,317,752 | 197,481,719 | |
EQUITY AND LIABILITIES | |||
Capital and reserves | |||
Share capital | 10 | 2,869,750 | 2,869,750 |
Issue premiums | 129,728 | 129,728 | |
Revaluation reserves | 11 | 18,183,591 | 16,166,308 |
Other reservations | 11 | 602,853 | 602,853 |
Retained earnings | 75,751,494 | 73,313,606 | |
Equity attributable to group shareholders | 97,537,416 | 93,082,245 | |
Non-controlling interests | 9 | 2,087,694 | 2,124,666 |
Equity - total | 99,625,110 | 95,206,911 | |
Long-term debts | |||
Debts to banking institutions and other creditors | 12 | 10,528,089 | 20,671,798 |
Deferred income tax | 2,649,224 | 2,025,352 | |
Lease liabilities | 13 | 657,475 | 1,184,769 |
Investment subsidies | 14 | 5,077,865 | 6,180,154 |
Other long-term liabilities | - | - | |
Total long-term debt | 18,912,653 | 30,062,073 | |
Short-term debts | |||
Debts to banking institutions and other creditors | 12 | 66,095,877 | 57,255,221 |
Trade debts | 15 | 11,110,276 | 10,919,881 |
Liabilities related to customer contracts | 15 | 330,005 | 58,158 |
Lease liabilities | 13 | 606,674 | 697,791 |
Other current liabilities | 16 | 2,534,868 | 2,179,395 |
Investment subsidies | 14 | 1,102,289 | 1,102,289 |
Short-term liabilities - total | 81,779,989 | 72,212,735 | |
Total debts | 100,692,642 | 102,274,808 | |
TOTAL EQUITY AND LIABILITIES | 200,317,752 | 197,481,719 |
*The marked items have been restated in note 2, accounting principles, point d.
These consolidated financial statements were approved by the Board of Directors and were authorized for issue on 05.05.2026.
General Manager, Economic Manager, TUDOR GEORGESCU GHEORGHE LUCA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AS OF DECEMBER 31, 2025PROFIT AND LOSS ACCOUNT, lei | Note | 12/31/2025 | 12/31/2024 |
Sales revenue | 17 | 136,527,463 | 113,865,927 |
Other operating income* | 18 | 563,018 | 325,879 |
Income from fair value measurement of real estate investments | 18.b) | 350,348 | - |
Profit/(loss) from the disposal of tangible assets* | 18.c) | (1,275,856) | 694,466 |
Variation in stocks of finished products and work in progress | (2,586,274) | 1,656,915 | |
Revenue from the production of tangible assets | 18.e) | 1,691,279 | 180,649 |
Expenses for raw materials, supplies and goods | 19 | (71,603,936) | (60,384,452) |
Energy and water expenses | (6,887,712) | (4,695,259) | |
Personnel expenses | 20 | (18,417,479) | (18,257,133) |
Expenses for adjustments for depreciation and amortization* | 18 | (14,135,080) | (13,273,889) |
Expenses for adjustments for depreciation of financial assets and current assets | (384,040) | (11,087) | |
External service expenses | 21 | (14,577,818) | (13,401,499) |
Other operating expenses | 22 | (1,183,686) | (1,092,355) |
Operating profit/loss | 8,080,227 | 5,608,162 | |
Financial income | 23 | 1,397,996 | 1,973,791 |
Financial expenses | 23 | (7,969,556) | (6,557,512) |
Result before tax | 1,508,667 | 1,024,441 | |
Income tax | 24 | (771,890) | 719,503 |
Net result for the period | 736,777 | 1,743,944 | |
Other elements of the overall result | |||
Profit/(loss) related to the revaluation of tangible assets (net) | 3,681,422 | - | |
Total overall result | 4,418,199 | 1,743,944 | |
Total current profit/(loss) related to: | |||
To the Group's Shareholders | 773,749 | 1,722,571 | |
Interests that do not control | (36,972) | 21,373 | |
Total profit/(loss) and other items of current comprehensive income related to: | |||
To the Group's Shareholders | 4,455,171 | 1,722,571 | |
Interests that do not control | (36,972) | 21,373 | |
Basic earnings per share (lei/share) | 25 | 0.0257 | 0.0608 |
Diluted earnings per share (lei/share) | 25 | 0.0257 | 0.0608 |
*The marked items have been restated in note 2, accounting principles, point d.
These consolidated financial statements were approved by the Board of Directors and were authorized for issue on 05.05.2026.
General Manager, Economic Manager, TUDOR GEORGESCU GHEORGHE LUCA CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2025CASH FLOWS | Year 2025 | Year 2024 | |
Cash flows from operating activities: | |||
Revenues from sales of goods and services | 1 | 149,182,080 | 132,113,605 |
Other receipts | 2 | 5,840,330 | 125,309 |
Payments to suppliers of goods and services | 3 | (102,495,804) | (89,252,484) |
Payments to employees | 4 | (9,681,041) | (9,748,587) |
Payments on behalf of employees | 5 | (459,785) | (333,291) |
Social security and unemployment payments | 6 | (5,699,658) | (5,924,076) |
Payroll tax payments | 7 | (1,142,150) | (1,133,278) |
Income tax payments | 8 | (450,268) | (26,308) |
VAT payments | 9 | (874,225) | (4,286,034) |
Payments regarding customs duties, other taxes and fees | 10 | (11,641,118) | (7,734,165) |
Special fund payments | 11 | (136,700) | (180,765) |
Other payments | 12 | (600,680) | (921,458) |
Net cash from operating activities | 21,840,981 | 12,698,469 | |
Cash flows from investing activities: | |||
Proceeds from sales of fixed assets | 13 | 44,616 | 1,807,154 |
Receiving subsidies for investments | - | 88,867 | |
Payments for acquisitions of tangible and intangible assets | 14 | (12,348,716) | (4,436,513) |
Receipts related to other short-term assets | - | 49,726 | |
Payment related to other short-term assets | - | (49,726) | |
Dividend receipts | 15 | - | 228,947 |
Payments for share acquisition | 27 | - | - |
Net cash from investing activities | (12,304,100) | (2,311,545) | |
Cash flows from financing activities: | |||
Receipts from bank loans (note 12) | 16 | 18,881,340 | 49,037,596 |
Bank loan repayments (note 12) | 17 | (23,235,546) | (58,480,283) |
Receipts / (refunds) from overdraft (note 12) | 18 | 2,063,123 | 3,922,735 |
Payments for leasing contracts | 19 | (700,219) | (673,555) |
Interest received | 20 | 9,403 | 33,296 |
Interest paid | 21 | (4,519,084) | (4,424,274) |
Bank fees paid | - | - | |
Cash reduction due to the company division (note 4.3) | 23 | - | - |
Shareholders' loan receipts | 26 | (38,000) | - |
Net cash from financing activities | (7,538,983) | (10,584,486) | |
Net increase in cash and cash equivalents | 1,997,897 | (197,562) | |
Cash and cash equivalents at the beginning of the period | 3,797,871 | 3,995,433 | |
Cash and cash equivalents at the end of the period | 5,795,768 | 3,797,871 |
These consolidated financial statements were approved by the Board of Directors and were authorized for issue on 05.05.2026.
General Manager, Economic Manager, Tudor Georgescu Gheorghe Luca CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025Share capital | Issue premiums | Own actions | Revaluation reserves | Other reservat ions | Retained earnings | Total equity attributable to group shareholders | Non-controlling interests | total equity | |
Balance as of January 1, 2025 | 2,869,750 | 129,728 | - | 16,166,308 | 602,853 | 73,313,606 | 93,082,245 | 2,124,666 | 95,206,911 |
Current profit/(loss) | 773,749 | 773,749 | (36,972) | 736,777 | |||||
Revaluation reserve | 3,681,422 | 3,681,422 | 3,681,422 | ||||||
Total overall result | - | - | - | 3,681,422 | - | 773,749 | 4,455,171 | (36,972) | 4,418,199 |
Transfer of revaluation reserve to retained earnings | (1,664,139) | 1,664,139 | - | - | |||||
Allocation of retained earnings to reserves | - | - | |||||||
Retained earnings from the correction of accounting errors | - | - | - | ||||||
Deferred tax | - | - | |||||||
Other equity items | - | - | |||||||
Balance as of December 31, 2025 | 2,869,750 | 129,728 | - | 18,183,591 | 602,853 | 75,751,494 | 97,537,416 | 2,087,694 | 99,625,110 |
These consolidated financial statements were approved by the Board of Directors and were authorized for issue on 05.05.2026.
General Manager, Economic Manager, Tudor Georgescu Gheorghe Luca CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2024strengthen | Share capital | Issue premiums | Revaluation reserves | Other reserves | Retained earnings | Total equity attributable to group shareholders | Non-controlling interests | Total equity |
Balance as of January 1, 2024 | 2,869,750 | 129,728 | 16,584,283 | 602,853 | 71,161,930 | 91,348,544 | 2,103,293 | 93,451,837 |
Current profit/(loss) | - | - | - | - | 1,722,571 | 1,722,571 | 21,373 | 1,743,944 |
Revaluation reserves | - | - | - | - | - | - | - | - |
Total overall result | - | - | - | - | 1,722,571 | 1,722,571 | 21,374 | 1,743,944 |
Transfer of revaluation reserve to retained earnings | - | - | (417,975) | - | 417,975 | - | - | - |
Retained earnings from the correction of accounting errors | - | - | - | - | 11,130 | 11,130 | - | 11,130 |
Other elements of the overall result | - | - | - | - | - | - | - | |
Balance as of December 31, 2024 | 2,869,750 | 129,728 | 16,166,308 | 602,853 | 73,313,606 | 93,082,245 | 2,124,666 | 95,206,911 |
These consolidated financial statements were approved by the Board of Directors and were authorized for issue on 05.05.2026.
General Manager, Economic Manager, Tudor Georgescu Gheorghe LucaGENERAL INFORMATION ABOUT THE GROUP
These financial statements are the consolidated financial statements of PROMATERIS SA ("Parent Company" or "PROMATERIS SA") and its subsidiaries (together the "Group") as of and for the financial year ended December 31, 2025.
The registered office of the Parent Company is in Buftea, Sos. Bucuresti-Tirgoviste no. 1, Ilfov County, Romania, unique registration code RO 108, registration number with the Trade Register J23/835/2018.
The share capital of the parent company is RON 2,869,750 divided into 28,697,499 common, registered shares, the nominal value of a share is RON 0.1. The shares of the parent company are traded on the Bucharest Stock Exchange (BVB) standard category, symbol PPL.
The party that holds ultimate control of the Group is Pogonaru Florin-Ion.
The main activities of the Parent Company and its subsidiaries (the "Group") are: processing of bioplastics; distribution of biodegradable products; production of paper packaging and recycling of plastic materials.
The details of the Parent Company's investments in consolidated subsidiaries as of December 31, 2025 and December 31, 2024 are as
follows:
Subsidiary
Activity
Unique registration
code
Registered
office
No. shares
Nominal
value per
share
Share capital value
Percentage of ownership and voting
rights (%)
Biodeck SA
Distribution of
biodegradable products
37918297
Bucharest
10,000
20
200,000
70.00%
Promateris Packaging SA
Paper packaging
production
43730157
Buftea
501
1,000
501,000
96.01%
Promateris Recycling SA
Recycling of plastics
43730114
Buftea
101
1,000
101,000
80.20%
TOTAL
802,000
BASIS OF PREPARATION OF FINANCIAL STATEMENTS
-
Declaration of conformity
The annual consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union ("IFRS") and in accordance with the provisions of the Order of the Minister of Public Finance no. 2844/2016, for the approval of the Accounting Regulations in accordance with the International Financial Reporting Standards, applicable to commercial companies whose securities are admitted to trading on a regulated market, with subsequent amendments and clarifications, as well as in accordance with law 82/1991 with subsequent amendments and completions. These provisions correspond to the requirements of the International Financial Reporting Standards, adopted by the European Union.
-
Basis for preparing consolidated financial statements
The annual consolidated financial statements have been prepared on a historical cost basis, except for the revaluation of certain properties and financial instruments which are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS (continued)
-
Functional and presentation currency
These annual consolidated financial statements are presented in Lei (RON), which is also the functional currency of all companies within the Group. All financial information is presented in Lei, rounded, without decimals.
Foreign currency transactions are recorded in the functional currency using the exchange rate at the date of the transactions. Monetary assets and liabilities in foreign currencies outstanding at the date of the consolidated financial statements are converted into RON using the exchange rates reported by the National Bank of Romania at the date of the closing balance. Gains or losses resulting from the settlement of transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognized in the current year's results.
The exchange rates of the main currencies were as follows:
December 31, 2025
December 31, 2024
EUR
5.0985
4.9741
USD
4.3417
4.7768
-
Comparative amounts and changes in the presentation of the consolidated statement of financial position and the consolidated statement of comprehensive income
BALANCE SHEET, lei
December 31,
2024 (reported
as of December 31, 2024)
Increases/decreases
Note
31 December 2024 (retreated on December 31, 2025)
Tangible fixed assets*
119,565,046
(7,742,529)
4.1
111,822,517
Real estate investments*
0
7,742,529
4.1
7,742,529
Indicator (RON)
December 31,
2024 (reported as of December 31, 2024)
Increases/decreases
Note
31 December 2024 (retreated on December 31, 2025)
Other operating income*
2,239,619
(1,913,740)
17
325,879
Profit/(loss) from the disposal of tangible assets*
0
694,466
17
694,466
Expenses for adjustments for depreciation and
amortization*
(14,493,163)
1,219,274
18
(13,273,889)
- Application of new and revised international financial reporting standards New standards, interpretations and amendments adopted as of January 1, 2025
-
Declaration of conformity
The following amendments are applicable for the period beginning on 1 January 2025:
-
Lack of convertibility (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates)
On August 15, 2023, the IASB issued the Non-Convertibility Amendment, which amends IAS 21 The Effects of Changes in Foreign Exchange Rates (the "Amendments"). The Amendments introduce requirements for assessing when a currency is convertible into another currency and when it is not. The Amendments also require an entity to estimate the spot exchange rate when it concludes that a currency is not convertible into another currency.
These amendments had no impact on the consolidated financial statements. of the Group.
- Illustrative examples of reporting uncertainties in financial statements
On 28 November 2025, the IASB issued the document "Disclosure of Uncertainty in Financial Statements - Illustrative Examples", which amends several IFRS accounting standards by including illustrative examples that demonstrate how entities can apply IFRS standards
when reporting the effects of uncertainties in their financial statements. The illustrative examples are accompanying material to IFRS accounting standards and do not have an effective date. The IASB has issued a near-final version of the
2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS (continued)
the draft illustrative examples in July 2025. The Group considered these illustrative examples in the process of preparing the consolidated financial statements and did not consider it necessary to provide additional information or make changes to the presentation.
The illustrative examples were issued during 2025, without an application date.
a. New standards, interpretations and amendments that are not yet applicableThere are a number of standards, amendments to standards and interpretations issued by the IASB that will be applicable in future reporting periods and which the Group has decided not to adopt early.
The following amendments are applicable for annual reporting periods beginning on or after 1 January 2026:
-
Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)
These amendments clarify and improve the rules on the classification and measurement of financial instruments, ensuring a more consistent application of the principles of IFRS 9 and IFRS 7. The main changes include:
Clarification of the criteria for classifying financial assets based on the business model and cash flow characteristics.
Improvements to the recognition and measurement of financial liabilities, including aspects related to changes in contractual terms.
New disclosure requirements for entities using complex financial instruments, with the aim of increasing the transparency and comparability of financial reporting.
-
Contracts referring to electricity dependent on natural factors (Amendments to IFRS 9 and IFRS 7)
These amendments clarify the accounting treatment applicable to electricity purchase contracts where the supply depends on natural factors such as wind, solar or hydroelectric power.
Clarification of the applicability of IFRS 9 in determining when electricity purchase contracts should be accounted for as financial instruments or as executory contracts.
Changes to the disclosure requirements of IFRS 7, in order to improve transparency regarding the risks associated with these contracts and their impact on the financial statements.
Impact on revenue recognition and financial risk assessment, especially for entities entering into long-term contracts for renewable energy.
The following standards and amendments are applicable for the annual reporting period beginning on or after January 1, 2027:
-
IFRS 18 Presentation and disclosures in financial statements
IFRS 18 Presentation and Disclosures in Financial Statements, issued by the IASB in April 2024, replaces IAS 1 and will result in significant consequential amendments to IFRS accounting standards, including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Although IFRS 18 will not have any impact on the recognition and measurement of items in consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These amendments include categories and subtotals in the statement of comprehensive income, aggregation/disaggregation and labeling of information, and the presentation of performance measures defined by management.
-
IFRS 19 Non-public Subsidiaries: Disclosures
Published by the IASB in May 2024, IFRS 19 introduces a simplified reporting framework for subsidiaries that do not have public accountability obligations but apply IFRS in their financial reporting. This standard reduces the disclosure requirements for such entities, while maintaining the transparency and comparability of financial information. The main benefit of IFRS 19 is to reduce administrative
and reporting costs, without compromising the usefulness of financial statements for users. Applicable for annual reporting periods beginning on or after 1 January 2027.
The Group is currently assessing the impact of applying these new accounting standards and amendments.
SIGNIFICANT ACCOUNTING POLICIES
-
Business continuity
Management has, at the time of approval of the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. In making this assessment, management has taken into account the Group's access to future financing through existing loan agreements, as well as the Group's potential to obtain the necessary financing from its shareholders. Accordingly, it continues to adopt the going concern basis of accounting for the consolidated financial statements.
-
The basics of consolidation
The annual consolidated financial statements comprise the financial statements of the Parent Company and the subsidiaries (together forming the Promateris Group) as of December 31, 2025, as well as the comparative information for the previous financial year ended December 31, 2024.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity if it is exposed or has rights to variable returns from its involvement with the entity and has the ability to use its power over the entity to affect those returns. Subsidiaries are included in the scope of consolidation from the date control commences until the date control ceases.
Loss of control
When control is lost, the Group derecognises the assets and liabilities of the subsidiary, non-controlling interests and other components of equity related to the subsidiary. Any surplus or deficit resulting from the loss of control is recognised in the statement of profit or loss. If the Group retains interests in the former subsidiary, then those interests are measured at fair value at the time control is lost. Subsequently, that retained interest is accounted for as an investment using the equity method or as an available-for-sale financial asset, depending on the level of influence retained.
Non-controlling interests
The Group measures non-controlling interests in a subsidiary at the amount of its share of the subsidiary's net assets. Changes in the Group's interests in a subsidiary that do not result in the loss of control are accounted for as transactions with shareholders. Adjustments to non-controlling interests are based on the share of the subsidiary's net assets.
Transactions eliminated on consolidation
Intra-Group balances and transactions, as well as any unrealized income or expenses resulting from intra-Group transactions, are eliminated in preparing the consolidated annual financial statements. Unrealized profits on transactions with associates accounted for using the equity method are eliminated against the investment, to the extent of the Group's interest in the associate. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no indication of impairment.
- Intangible assets
-
Business continuity
Separately acquired intangible assets are initially recorded at acquisition or production cost (in-house). After initial recognition, intangible assets are carried at cost less accumulated amortization and impairment loss, if any.
Amortization is calculated on a straight-line basis over the estimated useful life of the intangible asset, which is between 3 and 5 years. Most of the intangible assets recorded are computer programs and licenses.
Costs related to the maintenance of computer programs are recognized as expenses in the period in which they are incurred.
SIGNIFICANT ACCOUNTING POLICIES (continued)
An intangible asset is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains or losses arising from the derecognition of an intangible asset are calculated as the difference between the net disposal proceeds and their carrying amount and are recognized in the income statement when the asset is derecognized.
-
Tangible assets
Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are presented in the statement of financial position at their revalued amounts. At the date of revaluation, land and buildings are treated as follows: the carrying amount is adjusted in a manner that is consistent with the revaluation of the asset's carrying amount. Revaluations are performed with sufficient regularity so that the carrying amount does not differ materially from that which would be determined using fair values at the reporting date. The last revaluation of land and buildings took place on 31 December 2025.
Any revaluation increase resulting from the revaluation of such land and buildings is credited to the revaluation reserve for tangible fixed assets, unless it reverses a revaluation decrease for the same asset previously recognized as an expense, in which case the increase is credited to profit or loss to the extent of the decrease in the previous expense. A decrease in the carrying amount resulting from the revaluation of such land and buildings is accounted for as an expense to the extent that it exceeds the balance, as applicable, in the revaluation reserve relating to a previous revaluation of the asset.
Depreciation of revalued buildings is recognized in profit or loss. As the property, plant and equipment is used, the revaluation reserve is transferred to retained earnings. Upon sale or disposal of a revalued property, the attributable revaluation surplus remaining in the property revaluation reserve is transferred directly to retained earnings.
Tangible assets in progress are recorded at cost, less any recognised impairment loss. Cost includes professional fees and, for eligible assets, borrowing costs capitalised in accordance with the Group's accounting policy. Depreciation of these assets, determined on the same basis as other fixed assets, commences when they are available for use, i.e. when they are in the location and condition necessary for them to be capable of operating in the manner intended by management .
No depreciation is calculated for owned land.
Plant, machinery and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is recorded in accordance with International Financial Reporting Standards (IFRS) to reflect the acquisition cost or fair value of assets (except land and buildings under construction) less their residual values, over their useful lives. This process is carried out by applying the straight-line depreciation method, according to the useful lives established by the Group's management:
technological equipment 8 - 12 years
measuring, control and regulation devices and installations 4 - 12 years
means of transport 5 - 10 years
computer science 3 years
furniture and work equipment 4 - 12 years
construction 24 years
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
The net carrying amount of an item of property, plant and equipment is derecognized upon disposal or when no future benefits are expected from its use or disposal. The revaluation surplus included in equity relating to an item of property, plant and equipment is transferred directly to retained earnings when the asset is derecognized, upon disposal or scrapping. The gain or loss resulting from the derecognition of a property, plant and equipment is included in profit or loss when the asset is derecognized.
In the tangible assets category, the company also records advances paid to suppliers for the acquisition of tangible assets. The company has opted to record advances granted to suppliers for tangible assets at cost and classify them as long-term, because their settlement generates the recognition of fixed assets. Advances paid to suppliers are recorded at the time of payment in accordance with the contractual conditions and are derecognized at the time of receipt of the assets and their registration in the tangible assets category.
3. SIGNIFICANT ACCOUNTING POLICIES (continued)
-
Real estate investments
According to IAS 40, an investment property is property (land or buildings) held to earn rentals or to earn capital appreciation, or both, and which is not used in the production or supply of goods or services, or for administrative purposes. This category also includes property for which there is no defined purpose of use within the entity at the date of the financial statements.
To evaluate real estate investments, the entity may opt for one of the following methods:
Cost Method - real estate investments are valued at acquisition cost less accumulated depreciation and any impairment losses.
Fair Value Method - investment properties are valued at market value (fair value) at each reporting date, without applying depreciation. The Group has opted for this method.
In accordance with IAS 40, the Group will measure investment property using fair value. Fair value measurement is based on a periodic assessment of the real estate market, using accepted valuation techniques, including analysis of recent sales transactions and valuations performed by authorized valuers. Any change in the fair value of an investment property will be recognized in the profit and loss account.
-
Investments in capital instruments.
This category includes the participations held by the company in entities within the group, as well as the participations held in entities outside the group perimeter.
The equity securities held in the entities within the group represent unlisted shares, for which there is no active market and for which the fair value cannot be reliably determined. Consequently, in the individual financial statements, these securities are valued at cost, less any adjustments for impairment. The Company performs impairment tests periodically, in accordance with IAS 36, and any impairment loss identified is recognized in the profit or loss account.
Participations held in entities outside the group are classified as financial assets measured at fair value through profit or loss, in accordance with IFRS 9. Changes in fair value, as well as related dividends, are recognized in the profit or loss account of the period in which they arise. For participations in entities whose shares are not quoted on an active market, fair value is determined based on appropriate valuation techniques, using, to the extent possible, observable market data.
-
Other long-term fixed assets
This category includes cash guarantees established with suppliers, with a recovery term greater than 12 months from the reporting date, classified according to IFRS 9 as financial assets measured at amortized cost.
-
Stocks
Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials at cost and, where applicable, direct labor costs and those costs incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average cost (WAC) method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs to be incurred for marketing, selling and distribution.
The establishment and reversal of adjustments for inventory depreciation are made on the profit and loss account.
- Financial instruments
-
Tangible assets
Financial assets and liabilities are recognized in the Group's consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS3. SIGNIFICANT ACCOUNTING POLICIES (continued)
-
Financial instruments (continued)
Financial assets and liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component and are measured at the transaction price. Transaction costs that are directly attributable to the acquisition or issuance of financial assets and liabilities (other than financial assets and liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or liabilities, as appropriate, upon initial recognition. Transaction costs directly attributable to the acquisition of financial assets or liabilities at fair value through profit or loss are recognized in current profit or loss.
Financial assets
Financial assets are initially measured at fair value and subsequently at amortized cost because they are held within a business model to collect contractual cash flows and these cash flows consist exclusively of payments of principal and interest on the outstanding principal.
Gains or losses from exchange rate differences
The carrying amount of financial assets denominated in a foreign currency is determined in that foreign currency and converted at the spot rate at the end of each reporting period.
Loans and receivables
These assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortized cost using the effective interest method. Amortized cost is reduced by adjustments for impairment. Loans and receivables include trade and other receivables, cash and cash equivalents and bank deposits.
Trade and other receivables
Receivables are initially recognized at the transaction value as defined in IFRS 15. The Group does not have trade receivables that contain a significant financing component . Trade receivables mainly include outstanding invoices issued up to the reporting date for the delivery of goods and services. Subsequent to initial recognition, trade receivables are measured at amortized cost in accordance with IFRS 9.
Cash and cash equivalents
Cash and cash equivalents include balances of cash, demand deposits and deposits with maturity of up to three months from the date of establishment that have an insignificant exposure to the risk of changes in fair value, being used by the Group for the management of short-term commitments.
Impairment of financial assets
The Group recognizes an impairment adjustment for expected credit losses related to investments in financial assets measured at amortized cost, trade receivables and other receivables. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since the initial recognition of the financial instrument.
The Group recognizes lifetime expected credit losses for trade and other receivables. Expected credit losses for these financial assets are estimated for financial assets for which there are indications of non-collection. The Group considers that default has occurred when a financial asset is more than 360 days past due. The Group's management considers this policy appropriate, taking into account that the exposure related to financial assets past due for more than 90 days is low, and does not have a significant impact on the annual consolidated financial statements.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS3. SIGNIFICANT ACCOUNTING POLICIES (continued)
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amounts it may pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a secured loan for the amounts received.
Financial liabilities and share capital
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement and the definition of financial liabilities and equity instruments.
Financial liabilities include lease obligations, interest-bearing bank loans, overdrafts, trade payables and other liabilities. For each item, the accounting policies for recognition and measurement are disclosed in this note. Management believes that the estimated fair values of these instruments approximate their carrying amounts.
Borrowings are initially recognized at fair value. Subsequently, they are measured at amortized cost, using the effective interest rate method. Any difference between the initial amount and the redemption amount is recognized in the income statement over the period of the borrowings, using the effective interest method.
Interest, dividends, gains and losses on a financial instrument classified as a liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are recorded directly in equity. Financial instruments are offset when the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realize the asset and settle the liability simultaneously.
Trade debts
Trade payables are obligations to pay for goods or services that have been purchased in the normal course of business from suppliers and are recorded at amortized cost. If goods and services provided in connection with current activities have not been invoiced, but if delivery has been made and their value is available, the respective obligation is recorded as a liability.
Liabilities generated by foreign currency transactions are valued in RON based on the exchange rate on the date of the transactions. Monthly, outstanding foreign currency liabilities are converted into lei using the exchange rate communicated by the National Bank of Romania valid at the end of the month.
Share capital
Ordinary shares
Ordinary shares are classified in equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognized as a reduction in equity.
Derecognition of financial liabilities
The Group derecognises financial liabilities only when the contractual obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
- Revaluation reserve
The difference between the revalued value and the net book value of land and buildings is recognized as a revaluation reserve in equity.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES (continued)
If the carrying amount of an asset is increased as a result of a revaluation, this increase is recorded and accumulated in equity under revaluation reserves. However, the increase is recognized in the statement of profit or loss to the extent that it offsets a decrease of the same amount of the asset, previously recognized in the statement of profit or loss.
If the carrying amount of an asset is reduced as a result of a revaluation, this reduction is recognised in profit or loss. However, the reduction is recognised in equity in the revaluation reserve if there is a credit balance in the revaluation reserve for that asset. The revaluation reserve is transferred to retained earnings in an amount corresponding to the use of the asset (as amortisation) and on disposal of the asset.
-
Other reservations
The Group allocates an amount equal to at least 5% of the profit before tax to other reserves, which are represented by legal reserves. The legal reserve established until it reaches 20% of the share capital is deductible when calculating the profit tax. If this reserve is used in whole or in part to cover losses or for distribution in any form (for the issuance of new shares), the reserve becomes taxable.
-
Dividends
The amounts representing dividends distributed from the net profit of the reporting period are highlighted in the following year in the retained earnings, following the approval of this destination by the General Meeting of Shareholders.
The distribution of dividends is recognized as a liability in the company's financial statements in the period in which the dividends are approved by the company's shareholders.
-
Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
As of December 31, 2025, the Group has no provisions recorded.
-
Investment subsidies
The Group recognizes government grants only when there is reasonable assurance that the contractual conditions are met and that they will be received.
Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate them. Specifically, government grants whose main condition is that the Group acquires or constructs fixed assets are recognised as deferred income in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.
Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of providing immediate financial support to the Group, without related future costs, are recognized in profit or loss in the period in which they become receivable.
-
Leasing
(i) The group as tenant
At inception of a lease, the Group determines whether the lease is or contains a lease. The Group recognises a right-of-use asset and a corresponding lease liability for all leases in which the Group is a lessee, with
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS3. SIGNIFICANT ACCOUNTING POLICIES (continued)
except for short-term leases (with a term of 12 months or less) and for leases where the asset value is lower (below USD 5,000). For these leases, the Group recognizes lease payments as an operating expense, using a straight-line basis over the lease term.
The liability arising from the lease contract is initially measured at the present value of the lease payments not yet paid, using the interest rate implicit in the lease. If this rate cannot be readily determined, the Group must use the incremental borrowing rate.
The liabilities arising from lease contracts are presented separately in the consolidated statement of financial position. The liability arising from the lease contract is subsequently measured by increasing the carrying amount to reflect the interest on the liability arising from the lease contract (using the effective interest rate) and by decreasing the carrying amount to reflect the lease payments made.
Right-of-use assets are depreciated over the shorter of the lease term and the useful life of the underlying asset. If the lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects the Group exercising a purchase option, the right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation begins at the inception of the lease. Right-of-use assets are presented as a separate line item in the consolidated statement of financial position.
-
Revenue recognition
The Group recognizes revenue primarily from the sale of finished products and merchandise (biodegradable products). Revenue is recognized based on the consideration to which the Group expects to be entitled under a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognizes revenue when it transfers control of a product or service to a customer.
The Group produces and sells a range of biodegradable and compostable materials, mainly biodegradable bags and sacks, as well as
technical and specialty compounds. The products are sold to the Business-to-Business segment.
Sales are recognized when control of the products has been transferred, which is when the products are delivered to the customer. Thereafter, the customer has full discretion over how the purchased products are used and, where applicable, the resale price of the products. Delivery occurs when the products have been shipped to the specified location, the risks of loss have been transferred to the customer and either the customer has accepted the products in accordance with the sales contract, the acceptance provisions have expired, or the group has objective evidence that all acceptance criteria have been met. A receivable is recognized when the goods are delivered, which is when the consideration is unconditional, as only the passage of time before payment is due is required.
The consideration promised in customer contracts is adjusted by the value of commercial and financial discounts, incentives, performance bonuses, penalties or other similar elements.
In accordance with the Group's standard contractual terms, no return rights are granted, except in exceptional cases where the products do not meet the quality conditions assumed in the contract.
-
Employee benefits
Short-term employee benefits are measured on an undiscounted basis and are recognized as an expense as the related services are rendered. A liability is recognized at the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount for past service provided by the employee, and the obligation can be estimated reliably.
The Group is not involved in any independent pension scheme and, consequently, has no obligations in this regard. The Group does not currently provide any employee profit-sharing benefits. The Group does not provide any severance pay upon retirement.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSSIGNIFICANT ACCOUNTING POLICIES (continued)
-
Income tax
Income tax expense comprises current tax and deferred tax. Income tax expense is recognized in profit or loss except when it relates to business combinations or items recognized directly in equity or other comprehensive income.
Current income tax
The current tax payment is based on the taxable profit for the year. Fiscal profit is different from the profit reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and also excludes items that will never become taxable or deductible.
The companies record current income tax in accordance with Romanian legislation in force at the date of the financial statements. The current tax rate is 16%.
Deferred tax
Deferred tax is established using the balance sheet method for temporary differences of assets and liabilities (differences between the carrying amounts presented in the company's balance sheet and its tax base). The Group has recognized a deferred tax liability related to the revaluation reserve.
-
Financial income and expenses
The Group's financial income and expenses include:
interest income;
interest expenses;
gains or losses from exchange rate differences on financial assets and liabilities;
impairment losses on financial assets (other than trade receivables).
Interest income or expense is recognized by applying the effective interest method.
- Segment reporting
-
Other reservations
The Group has analyzed its operational activity and determined that it operates a single segment of activities, namely, the production and sale of finished products and merchandise through the Business-to-Business channel. The Group records sales to customers in Romania and in countries in Central and Southern Europe (France, Greece, Spain, Ukraine, Italy, Poland, Sweden, Hungary), resulting in a close ratio between sales in Romania (49%) and all other countries combined (51%). The Group does not hold fixed assets in countries other than Romania.
USE OF PROFESSIONAL ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements in accordance with IFRS as adopted by the European Union requires the Group's management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities. The estimates and associated judgments are based on historical data and other factors considered to be reasonable in the circumstances, and the results of these factors form the basis of the judgments used in determining the carrying amounts of assets and liabilities for which no other sources of valuation are available. Actual results may differ from the estimated amounts.
Estimates and judgments are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the current period and future periods, if the revision affects both the current period and future periods.
Estimates and assumptions are used, in particular, in:
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSUSE OF PROFESSIONAL ESTIMATES AND JUDGEMENTS (Continued)
determining and reviewing the useful life of the group's fixed assets;
determining inventory depreciation adjustments. The group's management makes certain estimates regarding the useful life of the inventory, taking into account the possibility of use in the group's current activity and other factors specific to each category of inventory.
determining impairment adjustments for receivables
Fair value measurement: Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Group measures the fair value of an asset or liability based on the assumptions that market participants would use when pricing the asset or liability, assuming that they are acting to maximize economic benefits.
The Group uses valuation techniques that are appropriate in the given circumstances and for which sufficient information is available to perform the fair value measurement, maximizing the use of relevant available information and minimizing the use of data that is not available. All assets and liabilities that are measured at fair value in the financial statements must be classified within the fair value hierarchy, based on the nature of the inputs as follows:
Level 1 - quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 - inputs, other than quoted market prices included in level 1, that are observable for the asset or liability, either directly or indirectly;
Level 3 - unobservable inputs for the asset or liability.
At each reporting date, the group's management analyzes the values of assets and liabilities that require revaluation or restatement of fair value in accordance with the accounting policies applied. The carrying amount of the company's main assets and liabilities (cash, trade and other receivables, trade and other current liabilities) approximates their fair value at the reporting date.
The group's management believes that any differences from these estimates will not have a significant influence on the consolidated financial statements in the near future.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFIXED ASSETS
Tangible assets
strengthen
Lands
construction
Installations,
machines, equipment
Tangible assets in progress
Rights of use of
leased car assets
Rights of use of
building assets leasing
Advances for fixed assets
Total tangible assets
Cost
Balance as of 01.01.2025
18,490,524
26,721,099
111,256,025
2,719,640
1,527,611
2,382,295
1,643,735
164,740,930
Acquisitions of tangible assets
-
-
949,938
13,995,336
-
-
1,773,430
16,718,704
Transfers
(6,695,835)
-
13,371,582
(13,253,818)
(754,830)
-
-
(7,332,901)
Disposals of tangible assets
(1,735,058)
-
(679,962)
-
-
-
(2,776,070)
(5,191,090)
Revaluation
2,375,611
2,114,708
-
-
-
-
-
4,490,319
Balance as of 31.12.2025
12,435,242
28,835,807
124,897,583
3,461,159
772,781
2,382,295
641,095
173,425,961
Accumulated depreciation
Balance as of 01.01.2025
-
6,688,171
44,351,542
-
1,018,540
833,803
-
52,892,056
Depreciation for the year
-
1,889,537
13,159,076
-
167,068
476,459
-
15,692,140
Disposals
-
-
324,575
-
(652,129)
-
-
(327,554)
Reduction of depreciation adjustments
-
(2,150)
(23)
-
-
-
-
(2,173)
Balance as of 31.12.2025
-
8,575,558
57,835,170
-
533,479
1,310,262
-
68,254,469
Net book value as of 31.12.2025
12,435,242
20,260,249
67,062,413
3,461,159
239,302
1,072,033
641,095
105,171,492
The loss from the disposal of tangible assets was realized due to the expropriation by the Expropriator: the Romanian State through the Ministry of Transport and Infrastructure / CNAIR SA based on: Expropriation Decisions: no. 873/10.05.2021 (HG 37/2021 + rectifications) and no. 181/21.02.2025 (HG 1630/2024) for the Project: "Bucharest Ring Road", North Ring Road Sector km 0+000 - km 52+770 Land located in Buftea, Ilfov, Sos. București-Targoviste no. 1, T46, P394/394/2. The expropriated area is 7,672 sq m for which compensation was established in the amount of 442,412 lei. On 31.12.2025, the land from which the 7,672 sq m were expropriated was valued at fair value in the amount of 1,735,058 lei. The revaluation reserve related to this asset was transferred to retained earnings, representing the surplus realized from revaluation reserves.
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFIXED ASSETS
Tangible assets
EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSstrengthen
Lands
construction
Installations, machines, equipment
Tangible assets in progress
Rights of use of leased car assets
Rights of use of building assets leasing
Advances for fixed assets
Total tangible assets
Cost
Balance as of January 1, 2024
26,206,696
26,721,099
109,195,145
2,504,812
1,471,635
2,382,295
1,595,122
170,076,804
Acquisitions of tangible assets
-
-
1,473,550
3,797,583
55,976
-
1,104,575
6,431,684
Transfers
(7,716,172)
-
3,582,755
(3,582,755)
-
-
-
(7,716,172)
Disposals of tangible assets
-
-
(2,995,424)
-
-
-
(1,055,962)
(4,051,386)
Revaluation
-
-
-
-
-
-
-
-
Balance as of December 31, 2024
18,490,524
26,721,099
111,256,026
2,719,640
1,527,611
2,382,295
1,643,735
164,740,930
Accumulated depreciation
Balance as of January 1, 2024
-
5,428,970
33,869,199
-
853,804
357,344
-
40,509,317
Depreciation for the year
-
1,261,351
12,391,495
-
164,736
476,459
-
14,294,041
Disposals
-
-
(1,908,633)
-
-
-
-
(1,908,633)
Reduction of depreciation adjustments
-
(2,150)
(519)
-
-
-
-
(2,669)
Balance as of December 31, 2024
-
6,688,171
44,351,542
-
1,018,540
833,803
-
52,892,056
Net book value as of December 31, 2024
18,490,524
20,032,928
66,904,484
2,719,640
509,071
1,548,492
1,643,735
111,848,874
FIXED ASSETS (continued )
Tangible assets (continued)
Tangible assets put into operation during 2025 and 2024 represent production equipment. The value of assets pledged in favor of banks under loan agreements is presented in note 12.
Tangible fixed assets include assets acquired through non-refundable subsidies and used in current activity. These are presented in note 14.
Fair value of land and buildingsThe Group's tangible fixed assets, represented by land and buildings, are presented in the financial statements at revalued value, which represents the fair value at the valuation date, less accumulated depreciation and subsequent impairment adjustments.
The fair value assessment of the Group's land and buildings as of 31 December 2025 was carried out by TNP Global & Partners, an independent certified valuer of the Group. TNP Global & Partners is a member of the National Association of Certified Valuers of Romania and has appropriate qualifications and recent experience in assessing the fair value of properties in the relevant locations. The assessment was carried out in accordance with International Valuation Standards. The fair value of the land was determined using the direct comparison method, and the fair value of the buildings was determined using the income approach.
The following table presents the valuation methods used to determine fair values (Level 3), as well as the significant unobservable inputs used.
Category | Evaluation method | Significant unobservable inputs | Correlation between key unobservable inputs and fair value measurement |
Lands | Direct comparison approach The fair value is estimated based on the price per square meter for land with similar characteristics (e.g. property rights, legal restrictions, financing and sale conditions, location, physical and economic characteristics and best use). The market price is based on the most recent transactions. | Adjustments for liquidity, location, area. | The estimated fair value would increase/(decrease) if: - Adjustments for liquidity, location, area would be lower/(higher) |
constructio n | Income approach and cost approach The constructions were evaluated by applying the following methods, depending on the best use, availability and credibility of available market information: | ||
Income approach The DCF valuation model estimates the present value of the net cash flows that will be generated by a building from rental income, taking into account the occupancy rate and the annual rent. The discount rate estimate takes into account, among other things, the quality of a building and its location. | Adjustments for liquidity, location, area, Market rent
| The estimated fair value would increase/(decrease) if:
| |
Cost approach The cost approach provides an indication of value by using the economic principle that a comparator will not pay more for an asset than the cost of obtaining an asset with the same utility, either by purchase or construction. | Adjustments for the price and type of construction materials, external depreciation of -8%. |
FIXED ASSETS (continued )
Tangible assets (continued)
Information regarding the fair value hierarchy as of December 31, 2025 and December 31, 2024:
Level 1
Level 2
Level 3
Fair value at December 31
2025
Land and land developments (including real estate investments)
-
-
27,197,597
27,197,597
Constructions
-
-
20,241,045
20,241,045
Level 1
Level 2
Level 3
Fair value at December 31
2024
Land and land developments
-
-
26,206,696
26,206,696
Constructions
-
-
21,256,466
21,256,466
Both during 2025 and during 2024 there were no transfers between fair value levels.
The net carrying amount at historical cost of tangible assets measured at fair value is presented in the table below:
Historical cost value at
December 31, 2025
Historical cost value at
December 31, 2024
Land
12,685,915
13,174,674
Constructions
18,116,950
18,116,950
TOTAL
30,802,865
31,291,624
Revenue from the production of tangible assets
December 31, 2025
December 31, 2024
Revenue from the production of tangible assets
978,585
180,649
Profit/(loss) from the disposal of tangible assets
December 31, 2025
December 31, 2024
Profit/(loss) from the disposal of tangible assets
(1,275,856)
694,446
The loss from the disposal of tangible assets was realized due to the expropriation by the Expropriator: the Romanian State through the Ministry of Transport and Infrastructure / CNAIR SA based on: Expropriation Decisions: no. 873/10.05.2021 (HG 37/2021 + rectifications) and no. 181/21.02.2025 (HG 1630/2024) for the Project: "Bucharest Ring Road", North Ring Road Sector km 0+000 - km 52+770 Land located in Buftea, Ilfov, Sos. București-Targoviste no. 1, T46, P394/394/2. The expropriated area is 7,672 sq m for which compensation was established in the amount of 442,412 lei. On 31.12.2025, the land from which the 7,672 sq m were expropriated was valued at fair value in the amount of 1,735,058 lei. The revaluation reserve related to this asset was transferred to retained earnings, representing the surplus realized from revaluation reserves.
Real estate investments
Real estate investments (Land)
Cost
7,716,172
Balance as of January 1, 2025
-
Acquisitions
6,695,835
Transfers
-
Dosposals
350,348
Revaluation
Balance as of December 31, 2025
14,762,355
Real estate investments (Continued)
Cost
Real estate investments (Land)
-
Balance as of January 1, 2024
-
Acquisitions
7,716,172
Transfers
-
Dosposals
-
Revaluation
Balance as of December 31, 2024
7,716,172
On 31.12.2025 Promateris reclassified from the Land category to the Investment property category, in accordance with IAS 40 "Investment property", part of the land owned by the Company, namely the land owned in Crevedia, Lot 1, Lot 2 and Lot 3 (119,808 m2). For these lands, management does not have a defined plan as of the date of these financial statements. Investment property is valued at fair value, the related revaluation difference accumulated until 31.12.2025 will remain presented in the revaluation reserve account. The lands owned by the Company are: Belciugatele (91,242 m2), Buftea (27,404 m2 following expropriation) and Crevedia (3 lands totaling 119,808 m2).
5.2.a) Real estate investments
Elements
December 31, 2025
December 31, 2024
Gains from fair value adjustment - Belciugatele Land (91,242 sq m)
350,348
-
Total income from fair value measurement of investment property
350,348
-
As a result of the valuation on 31.12.2025 of the real estate investment Belciugatele Land (91,242 m2m) in the financial year ended 31.12.2025, the Company recognized in the profit or loss account net gains from the adjustment to the fair value of real estate investments in the amount of 350,348 lei, in accordance with IAS 40 "Investment Property" and with the Company's accounting policy for valuing real estate investments at fair value after initial recognition. The fair value was determined based on a valuation report prepared by an independent authorized ANEVAR appraiser, using valuation techniques in accordance with IFRS 13 "Fair Value Measurement".
5.3 Intangible assets
Total tangible assets
Cost
Balance as of 01.01.2025
2,253,454
Acquisitions of intangible assets
653,533
Disposals of tangible assets
(34,991)
Balance as of 31.12.2025
2,871,996
Accumulated depreciation
Balance as of 01.01.2025
710,592
Depreciation for the year
246,253
Disposals
(34,991)
Balance as of 31.12.2025
921,854
Net book value as of 31.12.2025
1,950,142
5.2 Intangible assets (Continued)
Total tangible assets
Cost
Balance as of 01.01.2024
1,676,574
Acquisitions of intangible assets
577,657
Disposals of tangible assets
(777)
Balance as of 31.12.2024
2,253,454
Accumulated depreciation
Balance as of 01.01.2024
509,578
Depreciation for the year
201,791
Disposals
(777)
Balance as of 31.12.2024
710,592
Net book value as of 31.12.2024
1,542,862
Intangible assets include computer programs, licenses and various software. They are amortized using the straight-line method. In the statement of financial position, they are presented at historical cost, less depreciation and any value adjustments.
5.3.a) Revenue from the production of intangible assets
December 31, 2025
December 31, 2024
Revenue from the production of intangible assets
712,694
0
5.4 Investments in equity instruments
Investments in equity instruments as of 31.12.2025 and 31.12.2024 are detailed below.
Investments in capital instruments
Balance as of 01.01.2025
Holding % as of 01.01.2025
Increases/decreases
in CPP
Balance as of 31.12.2025
Holding % as of 31.12.2025
Romtatay SA
1,996,173
10.00%
(749,754)
1,246,419
10.00%
Other holdings
20,000
-
<10.00%
Total
2,106,173
(749,754)
1,266,419
Investments in capital instruments
Balance as of 01.01.2024
Holding % as of 01.01.2024
Increases/decreases
in CPP
Balance as of 31.12.2024
Holding % as of 31.12.2024
Romtatay SA
974,757
10.00%
1,021,416
1,996,173
10.00%
Other holdings
20,000
-
20,000
<10.00%
Total
994,757
1,021,416
2,016,173
5. 4 Investments in equity instruments (Continued) Information regarding Romtatay SA
Romtatay SA is a Romanian-Spanish joint venture producing plastic injection molded articles, founded in 1991, registered at the Trade Register Office under no. J40/2798/1992.
As of 31.12.2025, the Group holds a 10% stake in the share capital of this company worth RON 108,203 (at acquisition cost), for which it decided at the time of reporting to measure it at fair value through current results.
Details of the valuation report 31.12.2025: TNP Global & Partners, an authorized valuer independent of the Group. TNP Global & Partners is a member of the National Association of Authorized Valuers in Romania and has appropriate qualifications and recent experience in fair value valuation. In applying the approaches and methods for estimating the fair value of the minority stake in SC ROMTATAY SA, input data obtained from the market and from the client were used. In the income approach, forecasts provided by the client and verified by the valuer with market data and the company's financial history were used. The availability of data and the specific market situations presented in the report led to the fact that the income approach is the only relevant and appropriate for estimating the fair value of the minority stake. The fair value determined for this holding is 1,246,419 lei.
STOCKS
The main categories of inventories are raw materials and consumables, finished goods and merchandise. Upon disposal, inventories are valued at weighted average cost.
Stock category
December 31, 2025
December 31, 2024
Raw materials and consumables
20,073,694
12,173,772
Finished and semi-finished products
14,579,665
19,612,361
Merchendise
4,220,700
6,297,039
Stock category (adjustments)
Raw materials and consumables
(127,805)
(264,270)
Finished products
(28,158)
(86,582)
Merchendise
(157,991)
(111,792)
TOTAL
38,560,105
37,590,528
The value of inventories pledged to financial institutions under loan agreements is presented in note 12.
RECEIVABLES
7.1. TRADE RECEIVABLES AND OTHER RECEIVABLES
December 31, 2025 | December 31, 2024 | |
Trade receivables from Romania | 24,812,945 | 23,346,776 |
Trade receivables from other countries | 5,044,383 | 5,044,383 |
Adjustments for impairment of receivables | (3,638,560) | (3,195,815) |
Subtotal financial assets | 26,218,768 | 25,195,344 |
Miscellaneous debtors | 0 | 10,867 |
Advance payments to suppliers | 217,934 | 563,617 |
Receivables regarding other taxes and duties | 761,900 | 465,866 |
VAT receivables | 4,740,023 | 5,794,608 |
Other receivables related to personnel | 61,176 | |
Total | 31,999,801 | 32,030,302 |
RECEIVABLES (continued)
TRADE RECEIVABLES AND OTHER RECEIVABLES (continued)
The Group's top 4 outstanding customers held a share of 52% of total outstanding receivables as of December 31, 2025 (58% as of December 31, 2024). See the breakdown by customer in Note 17.
The parent company has established a matrix of provisions based on the Group's historical credit loss experience, adjusted with prospective factors specific to the debtors and the economic environment, if applicable.
The Group assesses impairment losses individually if there are indications of significant increases in credit risk at an individual level. Further
information is provided in Note 27.
The movement in adjustments for impairment of trade receivables is as follows:
ADJUSTMENTS
December 31, 2025
December 31, 2024
Opening balance on January 1
(3,195,815)
(3,264,152)
Increases
(666,933)
131,175
Discounts
224,188
(199,512)
Final balance as of December 31
(3,638,560)
(3,195,815)
The value of trade receivables pledged to financial institutions based on loan agreements are presented in note 12.
OTHER SHORT-TERM ASSETS
December 31, 2025
December 31, 2024
Current income tax receivables
0
76,415
Advance expenses
432,852
522,839
Total
432,852
599,254
CASH AND CASH EQUIVALENTS
The Group has current accounts in lei and foreign currency (EURO, USD) opened with BCR, BRD, ING, EximBank (formerly Banca Romaneasca), Unicredit, CEC Bank and Treasury. The balances at the end of the reporting period denominated in foreign currency were revalued at the BNR exchange rates for the last banking day of 2024, and the related exchange rate differences were recorded in the profit or loss of the year.
2025 | 2024 | |
Short-term bank deposits | 51,485 | 50,256 |
Cash in the bank | 5,738,078 | 3,740,857 |
Cash on hand | 6,205 | 6,758 |
Total | 5,795,768 | 3,797,871 |
CASH AND CASH EQUIVALENTS (Continued)
As of December 31, 2025 and December 31, 2024, the Company does not hold any cash or cash equivalents whose use is restricted. The entire balance of RON 5,795,768 as of December 31, 2025 (December 31, 2024: RON 3,797,871) is available for use in the Company's current activity.
compound
12/31/2025
12/31/2024
Cash available for use
5,795,768
3,797,871
Restricted cash
0
0
Total cash and equivalents
5,795,768
3,797,871
NON-CONTROLLING INTERESTS
Summarized financial information regarding non-controlling interests is presented below. The financial information related to non-controlling interests is represented by Biodeck, Promateris Packaging and Promateris Recycling.
Uncontrolled interests
Opening balance of non- Net profit for the period Final balance of non-controlling interests attributable to non-controlling controlling interests
31.12.2025 interests 31.12.2025 31.12.2025
Biodeck SA
2,112,771
(27,922)
2,084,849
Promateris Packaging SA
10,860
(769)
10,091
Promateris Recycling SA
1,035
(8,281)
(7,246)
TOTAL
2,124,666
(36,972)
2,087,694
Uncontrolled interests
Opening balance of non-controlling interests 31.12.2024
Net profit for the period attributable to non-controlling interests 31.12.2024
Final balance of non-controlling interests 31.12.2024
Biodeck SA
2,080,711
32,060
2,112,771
Promateris Packaging SA
11,604
(744)
10,860
Promateris Recycling SA
10,978
(9,943)
1,035
TOTAL
2,103,293
21,373
2,124,666
SHARE CAPITAL
As of December 31, 2025, the subscribed and paid-up share capital of the Parent Company is worth RON 2,869,750, composed of 28,697,499 ordinary shares with a nominal value of RON 0.10/share, fully paid.
As of December 31, 2024, the subscribed and paid-up share capital of the Parent Company is worth RON 2,869,750, composed of 28,697,499 ordinary shares with a nominal value of RON 0.10/share, fully paid.
The shareholder structure as of December 31, 2025 is as follows, according to the Central Depository Register:
December 31, 2025 | December 31, 2025 | |||||
Shareholder | No. of Shares | % | Share capital value | % | ||
POGONARU FLORIN-ION | 9,900,990 | 34.50% | 990,099 | 34.50% | ||
PAVAL HOLDING SRL | 6,895,502 | 24.03% | 689,550 | 24.03% | ||
NORD SA | 5,981,571 | 20.84% | 598,157 | 20.84% | ||
SHAREHOLDERS LIST | 5,919,436 | 20.63% | 591,944 | 20.63% | ||
Total | 28,697,499 | 100% | 2,869,750 | 100% | ||
SHARE CAPITAL (Continued)
The shareholder structure as of December 31, 2024 is as follows, according to the Central Depository Register:
December 31, 2024
December 31, 2024
Shareholder
No. of Shares
%
Share capital value
%
POGONARU FLORIN-ION
9,900,990
34.50%
990,099
34.50%
PAVAL HOLDING SRL
6,895,502
24.03%
689,550
24.03%
NORD SA
5,981,571
20.84%
598,157
20.84%
SHAREHOLDERS LIST
5,919,436
20.63%
591,944
20.63%
Total
28,697,499
100%
2,869,750
100%
REVALUATION RESERVES AND OTHER RESERVES
December 31, 2025
December 31, 2024
Revaluation reserves
18,183,591
16,166,308
Legal reserves
602,853
602,853
Reserves - total
18,786,444
16,769,161
Revaluation reserves are constituted by the revaluation of land and buildings owned by the Group. The last revaluation was carried out on December 31, 2025.
Elements
Year 2025
Balance as of January 1, 2025
16,166,308
(+) Gross revaluation of tangible assets
4,490,318
(−) Proportional restatement of accumulated depreciation (constructions only)
-628,185
(−) Deferred tax 16% recognized in OCI
-180,711
(=) Revaluation reserve
3,681,422
(−) Transfer to Retained Earnings related to expropriated land (Buftea)
-1,246,164
(−) Annual transfer to Retained Earnings - excess depreciation (IAS 16.41) for construction
-417,975
Subtotal transfer of revaluation reserve to retained earnings
-1,664,139
Balance as of December 31, 2025
18,183,591
Debts to banking institutions and other creditors
Promateris loan balance as of 31.12.2025
Curre ncy
Equivalent balance
in RON as of 31.12.2025
31.12.2025 in RON TS
31.12.2025 in RON TL
Maturity
ING long-term loan
RON
83,333
83,333
-
27.02.2026
ING long-term loan
RON
883,863
707,091
176,772
30.03.2027
ING long-term loan
RON
3,916,417
2,937,313
979,104
01.04.2027
ING long-term loan
EUR
6,090,536
2,436,214
3,654,322
06/15/2028
ING Overdraft
RON
10,994,929
10,994,929
-
15.10.2026
ING Overdraft
EUR
6,884,012
6,884,012
-
15.10.2026
ING long-term loan
RON
619,665
247,866
371,799
06/15/2028
Unicredit long-term loan
RON
257,970
257,970
-
23.02.2026
Unicredit long-term loan
RON
96,677
96,677
-
29.04.2026
Unicredit short-term loan
RON
294,272
294,272
-
29.04.2026
Unicredit short-term loan
EUR
6,122,251
6,122,251
-
02.07.2026
Unicredit short-term loan
RON
6,960,000
6,960,000
-
02.07.2026
Unicredit short-term loan
USD
1,945,082
1,945,082
-
02.07.2026
Unicredit long-term loan
EUR
2,007,655
446,145
1,561,510
19.06.2030
Long-term credit CEC
RON
3,333,333
3,333,333
-
07/18/2026
Long-term credit CEC
EUR
4,770,022
985,440
3,784,582
08/15/2028
Shareholder loan
RON
5,000,000
5,000,000
12/31/2026
Shareholder loan interest
RON
998,889
998,889
12/31/2025
Banking institution interest
RON
189,756
189,756
-
12/31/2025
Biodeck short-term credit Unicredit
EUR
14,020,875
14,020,875
-
02.07.2026
Biodeck short-term credit Unicredit
USD
1,085,425
1,085,425
-
02.07.2026
Interest
RON
69,004
69,004
-
02.07.2026
TOTAL
76,623,966
66,095,877
10,528,089
*The loan is granted by the affiliated party Floreasca Development SA, Bucharest, 20 Icoanei Street, sector 2
Currency Equivalent balance in
RON as of 31.12.2024
Short term Long term
due date
ING long-term loan
RON
583,333
500,000
83,333
27.02.2026
ING long-term loan
RON
1,590,957
707,092
883,865
30.03.2027
ING long-term loan
RON
6,853,730
2,937,313
3,916,417
01.04.2027
ING long-term loan
EUR
8,318,703
2,376,772
5,941,931
06/15/2028
ING Overdraft
RON
8,226,061
8,226,061
-
Upon notification to
the bank
ING Overdraft
EUR
7,403,721
7,403,721
-
Upon notification to
the bank
ING long-term loan
RON
867,530
247,866
619,664
06/15/2028
Unicredit long-term loan
RON
1,805,780
1,547,811
257,969
23.02.2026
Unicredit long-term loan
RON
386,708
290,031
96,677
29.04.2026
Unicredit short-term loan
RON
1,177,087
882,815
294,272
29.04.2026
Unicredit short-term loan
EUR
5,972,873
5,972,873
-
06/15/2025
Unicredit short-term loan
USD
2,140,006
2,140,006
-
06/15/2025
Unicredit short-term loan
RON
1,960,000
1,960,000
-
06/15/2025
Long-term credit CEC
RON
4,827,906
-
4,827,906
07/18/2026
CHECK
EUR
49,764
-
49,764
07/18/2026
Shareholder loan
RON
5,000,000
5,000,000
12/31/2025
Shareholder loan interest
RON
598,889
598,889
12/31/2024
Bank loan interest
RON
211,337
211,337
-
Long-term bank loans
RON
3,700,000
3,700,000
02.07.2026
Unicredit short-term bank loans
RON
1,300,000
1,300,000
-
06/15/2025
Unicredit short-term bank loans
EURO
13,678,775
13,678,775
-
06/15/2025
Unicredit short-term bank loans
USD
1,194,200
1,194,200
-
06/15/2025
Bank loan interest
RON
79,659
79,659
-
TOTAL
77,927,019
57,255,221
20,671,798
*The loan is granted by the affiliated party Floreasca Development SA, Bucharest, 20 Icoanei Street, sector 2
Bank loans have a variable interest rate, determined by considering the ROBOR, EURIBOR or LIBOR indicator at 1/3/6 months, to which is added a margin ranging from 1.00% - 3.00% per year, depending on the maturity and type of loan.
The loans detailed above are secured with a mix of guarantees consisting of:
Fixed assets such as land and buildings
Fixed assets such as equipment & cars
Raw materials and finished goods inventories
Trade receivables
Current bank accounts, with their balance;
In addition, the Group benefits as of December 31, 2025 from guarantees from the Romanian Counter-Guarantee Fund and the European Investment Fund, for the partial guarantee of certain contracted loans, in accordance with the provisions of the applicable financing programs.
