Promateris S.aBVB: PPL

Consolidated Financial Statement 2025

· Issued by Promateris S.a
PROMATERIS SA CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2025 PREPARED IN ACCORDANCE WITH THE ORDER OF THE MINISTER OF PUBLIC FINANCE NO. 2844/2016 FOR THE APPROVAL OF ACCOUNTING REGULATIONS IN COMPLIANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED BY THE EUROPEAN UNION WITH SUBSEQUENT AMENDMENTS

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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

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2025

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, 2025

PROFIT 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, 2025

CASH 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, 2025

Share 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, 2024

strengthen

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 Luca
  1. GENERAL 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

  2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

    1. 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.

    2. 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)

    3. 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

    4. 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)

    5. Application of new and revised international financial reporting standards New standards, interpretations and amendments adopted as of January 1, 2025

The following amendments are applicable for the period beginning on 1 January 2025:

  1. 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.

  2. 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 applicable

There 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:

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. SIGNIFICANT ACCOUNTING POLICIES

    1. 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.

    2. 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.

      1. 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.

      2. 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.

      3. 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.

      4. 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.

    3. Intangible assets

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.

  1. 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.

    1. 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)

    2. 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.

    3. 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.

    4. 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.

    5. 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.

    6. Financial instruments

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 STATEMENTS

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

  1. 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 STATEMENTS

    3. 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.

  2. 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 STATEMENTS
  1. SIGNIFICANT 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.

    1. 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.

    2. 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.

    3. 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.

    4. 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.

    5. 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 STATEMENTS

      3. 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.

    6. 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.

    7. 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 STATEMENTS
      1. SIGNIFICANT ACCOUNTING POLICIES (continued)

    8. 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.

    9. 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.

    10. Segment reporting

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.

  1. 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 STATEMENTS
    1. USE 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 STATEMENTS
    2. FIXED ASSETS

      1. 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 STATEMENTS
    1. FIXED ASSETS

      1. 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 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

    EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  2. FIXED ASSETS (continued )

    1. 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 buildings

The 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

  • Vacancy rate of 11.11% per year

  • Capitalization rates of 9.0%

  • Annual rent per square meter of 5 EUR/sqm/month

The estimated fair value would increase/(decrease) if:

  • Adjustments for liquidity, location, area would be lower/(higher)

  • Employment rates would be higher/(lower)

  • Capitalization rates would be lower/(higher)

  • The annual rent per square meter would be higher/(lower)

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%.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  1. FIXED ASSETS (continued )

    1. 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

      1. Revenue from the production of tangible assets

        December 31, 2025

        December 31, 2024

        Revenue from the production of tangible assets

        978,585

        180,649

        1. 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.

        2. 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

      2. 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.

  2. 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.

  3. 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

  1. RECEIVABLES (continued)

    1. 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.

    2. 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

  2. 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

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  1. 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

  2. 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

  3. 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%

  1. 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%

  2. 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

  3. 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.

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