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Mecanica Ceahlau

Annual / Quarterly Financial Statement Nov 10, 2025

2335_10-q_2025-11-10_3d87ce9b-1b20-4a5c-b5f8-eacfbeb74b25.pdf

Annual / Quarterly Financial Statement

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MECANICA CEAHLĂU SA

SEPARATE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED AT SEPTEMBER 30, 2025

PREPARED IN ACCORDANCE WITH ORDER 2844/2016 FOR THE APPROVAL OF ACCOUNTING REGULATIONS IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED BY THE EUROPEAN UNION

CONTENTS PAGE
STATEMENT OF FINANCIAL POSITION 1 - 2
STATEMENT OF COMPREHENSIVE INCOME 3 - 4
STATEMENT OF CHANGES IN EQUITY 5 - 6
STATEMENT OF CASH FLOWS 7
EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS 8 - 59
Note September 30, 2025 December 31, 2024
Assets
Non-current assets
Land and land improvements 8,729,719 8,731,393
Construction 7,099,836 8,518,492
Technical installations and means of transport 3,248,096 2,346,150
Other property, plant and equipment 79,933 288,767
Property, plant and equipment in progress 26,135 1,169,417
Property, plant and equipment 13 19,183,719 21,054,219
Intangible assets
Other intangible assets 60,812 81,410
Intangible assets 14 60,812 81,410
Investment properties 15 1,145,526 199,690
Assets representing rights of use of underlying assets in leases 13 1,027,854 1,775,739
Total non-current assets 21,417,911 23,111,058
Current assets
Inventories 17 28,849,843 34,206,199
Trade receivables 18 3,551,134 2,528,708
Other receivables 19 979,425 169,447
Prepaid expenses - 114,214 60,911
Financial assets measured at fair value through the profit and
loss 20 - 304,186
Financial assets at amortised cost - -
Cash, current accounts and deposits with banks
Assets classified as held for sale
20
16
180,249
-
445,730
-
Total current assets 33,674,866 37,715,182
Total assets 55,092,776 60,826,241
Equity
Share capital 21 23,990,846 23,990,846
Legal reserves 2,983,701 2,983,701
Revaluation reserves 11,135,838 11,239,817
Retained earnings 5,448,172 9,059,410
Total equity 43,558,557 47,273,774
Note September 30, 2025 December 31, 2024
Liabilities
Non-current liabilities
Long-term loans 22 2,983,534 -
Government subsidies 23 715,564 -
Lease liabilities 24 635,682 1,302,167
Provision for pensions 25 66,906 80,461
Deferred tax liabilities 12 2,733,488 2,548,081
Total non-current liabilities 7,135,174 3,930,710
Current liabilities
Short-term loans 22 - 4,944,867
Lease liabilities 24 485,685 572,266
Trade payables 26 2,197,279 2,109,441
Other payables 27 1,387,336 973,844
Deferred income 294,031 986,626
Provisions for risks and charges 25 34,713 34,713
Total current liabilities 4,399,045 9,621,756
Total liabilities 11,534.219 13,552,466
Total equity and liabilities 55,092,776 60,826,240

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

Note Year ended
September 30, 2025
Year ended
September 30, 2024
Turnover
Expenses with stocks
5 15,536,614
(10,260,860)
17,431,023
(11,207,053)
5,275,754 6,223,970
Other operating income
Utility expenses
Expenses with salaries, contributions and other similar
6 479,763
(366,645)
441,730
(478,321)
charges
Other administrative expenses
Other operating expenses
7
8
9
(5,359,823)
(1,902,840)
(243,093)
(5,644,921)
(1,988,507)
(527,530)
Amortization/Depreciation and impairment expenses for
fixed assets and depreciation expenses for assets related to
the rights of use of leased assets
Gains/(losses) from the revaluation of assets held for sale
Gains/(losses) from the revaluation of investment properties
Gains/(losses) from disposal of non-current assets
Gains/(losses) from the revaluation of property, plant and
12,13 (1,323,269)
-
-
185,371
(1,938,729)
-
-
-
equipment
Adjustment of the value of current assets
Adjustments of provisions
17
24
-
218,615
13,555
-
(24,398)
12,992
Total operating expenses (8,298,367) (10,147,684)
Result of operating activities (3,022,613) (3,923,714)
Interest income
Gain from the revaluation of financial assets measured at fair
14 60,726
value through profit or loss
Expenses with interest and discounts granted
Foreign exchange losses
4,553
(458,912)
(52,853)
11,603
(668,396)
(7,484)
Net financial result 10 (507,198) (603,551)
Pre-tax result (3,529,811) (4,527,265)
Current and deferred income tax expense 11 (205,212) (5,753)
Results from continued operations (3,735,023) (4,533,017)
Note Year ended
September 30, 2025
Year ended
September 30, 2024
Other comprehensive income
Other Elements of the Global Result
Items that will not be reclassified later into profit or loss
Deferred tax capital
Increases/ (Decreases) of revaluation reserves, net
19,806
-
123,139
-
Other comprehensive income, after tax 19,806 123,139
Total comprehensive income for the period (3,715,217) (4,409,879)
Profit/(loss) attributable (3,735,023) (4,533,017)
Number of shares
Basic earnings per share
239,908,460
(0.0156)
239,908,460
(0.0189)

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

Revaluation reserves,
Share capital Legal reserves net of deferred tax Retained earnings Total equity
Balance at December 31, 2024 23,990,846 2,983,701 11,239,817 9,059,410 47,273,774
Transfer to retained earnings corresponding to the surplus realised from
revaluation reserves
- - (123,785) 123,785 -
Transactions with shareholders - - (123,785) 123,785 -
Other comprehensive income - -
Net (loss)/profit for the year - - - (3,735,023) (3,735,023)
Increases / (decreases) of revaluation reserves, net - - - - -
Deferred income tax on account of equity, net changes - - 19,806 - 19,806
Total other comprehensive income - - 19,806 (3,735,023) (3,715,217)
Annulment of dividends with overdue collection period - - - - -
Balance at September
30, 2025
23,990,846 2,983,701 11,135,838 5,448,172 43,558,557

Details of revaluation reserves are included in Note 21b, and those for legal reserves in note 21c.

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

Revaluation reserves,
Share capital Legal reserves net of deferred tax Retained earnings Total equity
Balance at December 31, 2023 23,990,846 2,983,701 10,093,223 14,524,976 51,592,747
Transfer to retained earnings corresponding to the surplus realised from
revaluation reserves
- - (769,617) 769,617 -
Transactions with shareholders - - (769,617) 769,617 -
Other comprehensive income
Net (loss)/profit for the year - - - (4,533,017) (4,533,017)
Increases / (decreases) of revaluation reserves, net - - - - -
Deferred income tax on account of equity, net changes - - 123,139 - 123,139
Total other comprehensive income - - 123,139 (4,533,017) (4,409,879)
Annulment of dividends with overdue collection period - - - - -
Balance at September 30, 2024 23,990,846 2,983,701 9,446,745 10,761,576 47,182,868

Details of revaluation reserves are included in Note 21b, and those for legal reserves in note 21c.

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

MECANICA CEAHLĂU SA STATEMENT OF CASH FLOWS

FOR THE FINANCIAL YEAR ENDED September 30, 2025

(all amounts are expressed in "Lei", unless otherwise specified)

Direct method Year ended
September 30, 2025
Year ended
September 30, 2024
Cash flows from operating activities:
Receipts from customers 17,978,656 23,875,833
Receipts from other debtors 76,075 85,014
Payments to suppliers (8,794,675) (14,159,593)
Payments to employees (3,127,150) (3,187,109)
Payments to the State budget (3,688,428) (4,780,121)
Payments to sundry lenders (106,943) (125,409)
Cash generated by / (used in) operating activities 2,337,536 1,708,615
Income tax paid - -
Net cash generated by operations 2,337,536 1,708,615
Cash flows from investing activities
Interest received 85,187 67,222
Proceeds from the sale of assets held for sale - -
Acquisitions of tangible assets (210,309) (292,130)
Acquisitions of funds/ deposits with a maturity of > 3 months - -
Redemption of fund units 223,566 -
Short-term investments - -
Net cash generated by / (used in) investments 98,444 (224,908)
Cash flows from financing activities
Short-/long-term loan receipts - (91,657)
Repayment of loans (1,961,332) (124,559)
Interest paid (229,124) (496,790)
Payment of financial lease liabilities
Dividends paid
(507,313)
-
(565,055)
-
Net cash used in financing activities (2,697,769) (1,278,062)
Net increase/(decrease) of cash and cash equivalents (261,790) 205,645
Cash and cash equivalents at the beginning of the period 445,730 1,631,599
Foreign exchange differences (3,690) (6,058)
Adjustments of current accounts and deposits (1) (214)
Cash and cash equivalents at the end of the period 180,249 1,830,913

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

1. REPORTING ENTITY

Mecanica Ceahlău SA ("the Company") is a company based in Romania. The company has its registered office in Piatra Neamţ , 6 Dumbravei St., Neamţ county, Romania.

The company operates in accordance with the provisions of Law 31/1990 regarding commercial companies, with subsequent amendments and modifications.

According to the statute, the main field of activity of the Company is the manufacture of machinery and equipment for agriculture and forestry.

The Company is managed by the Board of Directors consisting of 3 members.

The Company's shares are registered on the Bucharest Stock Exchange, standard category, with the MECF symbol.

The shareholding structure at September 30, 2025 is:

Number
SEPTEMBER 30, 2025 of shares Amount (lei) %
Evergent Investments SA 175,857,653 17,585,765 73.3020
New Carpathian Fund 48,477,938 4,847,794 20.2068
Other shareholders, of which:
- legal persons 722,117 72,212 0.3010
- natural persons 14,850,752 1,485,075 6.1902
TOTAL 239,908,460 23,990,846 100.00

The records of the shares and shareholders are kept in accordance with the law by Depozitarul Central SA Bucharest.

2. THE BASES OF PREPARATION

a. Statement of compliance

The financial statements shall be prepared by the Company in accordance with:

  • International Financial Reporting Standards adopted by the European Union ('IFRS' Accounting Standards);
  • Accounting Law 82/1991, republished and revised;
  • the provisions of Order of the Minister of Public Finance no. 2844/2016, for the approval of accounting regulations in accordance with International Financial Reporting Standards, applicable to companies whose securities are admitted to trading on a regulated market, as revised;

The financial statements for the financial year ended September 30, 2025 include the statement of financial position, the statement of comprehensive income, the statement of cash flows, the statement of changes in equity and explanatory notes.

Comparative financial information is presented as of December 31, 2024, for the statement of financial position, the individual statement of changes in equity, and as of September 30, 2024, for the statement of comprehensive income and the statement of cash flows.

The accounting records of the Company are maintained in lei (symbol of the national currency "RON").

The financial statements were authorized for issuance by the Board of Directors on November 10, 2025.

2. BASIS FOR PREPARATION (continued)

b. Presentation of financial statements

The financial statements are presented in accordance with the requirements of IAS 1 "Presentation of Financial Statements".

The Company has adopted a presentation based on the nature of assets and liabilities in the statement of financial position and a presentation of income and expenses according to their nature in the statement of comprehensive income, considering that these methods of presentation provide information that is reliable and more relevant than that which would have been presented under other methods permitted by the IAS.

For consistency with the information in the current period, the Company may reclassify certain items for the comparative period in the Statement of Financial Position, Statement of Comprehensive Income, Statement of Cash Flows and in the related Notes.

These financial statements were drawn up on the basis of the going concern principle, which implies that the Company will continue its activity in the foreseeable future. The Management of the Company believes that the Company will normally continue its activity in the future and, consequently, the financial statements have been drawn up on this basis.

c. Bases of measurement

The financial statements were prepared at historical cost, except for land and buildings that are held at revalued amount and investment properties that are held at fair value.

These financial statements have been prepared for the use of those who know the provisions of the International Financial Reporting Standards, applicable to companies whose securities are admitted to trading on a regulated market, approved by MoPFO 2844/2016.

The attached financial statements are not intended to present the financial position in accordance with regulations and accounting principles accepted in countries and jurisdictions other than Romania. Furthermore, the financial statements are not intended to present the results of operations, cash flows, and a complete set of notes to the financial statements in accordance with regulations and accounting principles accepted in countries and jurisdictions other than Romania.

Consequently, these financial statements should not be considered as the sole source of information by a potential investor or any other user.

d. Functional and presentation currency

The Company's management considers that the functional currency, as defined by IAS 21 "Effects of the change in the exchange rate", is the Romanian leu ("RON"). The separate financial statements are presented in lei, rounded to the nearest leu, the functional currency of the Company.

Transactions in foreign currency are expressed in RON by applying the exchange rate from the transaction date. Monetary assets and liabilities expressed in foreign currency at the end of the period are expressed in lei at the exchange rate of that date. Gains and losses from exchange rate differences, realized or not realized, are recorded in the statement of comprehensive income of the respective period.

e. Use of professional estimates and judgements

The preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Company's management to use estimates, professional judgments and assumptions that affect the application of accounting policies and the reported value of assets, liabilities, income and expenses. The estimates and assumptions associated with these estimates are based on historical experience, as well as other factors considered reasonable in the context of these estimates. The results of these estimates are based on professional judgments regarding the carrying amounts of assets and liabilities when those values cannot be obtained from other sources of information. Actual results may differ from estimated values.

The assumptions underlying the estimates are periodically reviewed by the Company. The effect of these revisions is recognized in the period in which the estimates are revised, if the revisions affect only that period, or in the period in which the estimates are revised and future periods if the revisions affect both the current period and future periods.

2. BASIS FOR PREPARATION (continued)

e. Use of professional estimates and judgements (continued)

The information and rationale related to the application of accounting policies with the greatest degree of estimation uncertainty, which have a significant impact on the amounts recognised in these annual financial statements, are included in the following notes:

• Note 18 - Trade receivables

For trade receivables, the Company uses the simplified method to measure ECLs and relies upon an allowance matrix based on historical loss rates. Thus, the estimates and assumptions associated with these estimates are based on historical experience, as well as on other factors considered reasonable in the context of these estimates. The results of these estimates and assumptions form the basis of judgments regarding the book values of assets that cannot be obtained from other sources of information.

f. Information on accounting policies with material impact

The company also adopted the document "Presentation of accounting policies (Amendments to IAS 1 and Statement 2 regarding IFRS practice)" starting from January 1, 2023. Although the amendments did not lead to changes in the accounting policies themselves, they had, in some situations, an impact on the information regarding the accounting policies presented in the financial statements.

The amendments provide for the presentation of accounting policies "with a material impact", rather than "significant" accounting policies. The amendments also provide guidance on the application of the concept of "material" in the presentation of accounting policies.

Management reviewed the accounting policies and, in some cases, updated the information presented in Note 3 Accounting policies with a material impact (2022: Significant accounting policies) in accordance with the amendments.

g. The impact of the military conflict in Ukraine on the position and financial performance of the Company

The Company operates in the field of production and sale of machines and equipment for agriculture.

The agricultural machinery market is still characterized by volatility. The investment appetite of farmers in new equipment will be continuously influenced by the annual rainfall amounts, the lack of an efficient irrigation system at national level, the unpredictable price increases for inputs, lack of predictability for subsidies, government aid and European funds.

Other elements of risk and uncertainty are represented by the crisis of raw materials and the permanent fluctuation of prices (including energy, gas and fuel), very long delivery times.

(See Note 5 - Income).

In the context of the military conflict in Ukraine, it is expected that, further, there will be a degree of uncertainty in the field in which the Company operates. The Company's management does not estimate difficulties in honouring the commitments towards the shareholders and the obligations towards third parties, the availability of present and future liquidity being in line with the limits imposed by the regulations and sufficient to cover the payments in the next period.

The Company's management has as permanent objectives the analysis of the future impact of the military conflict in Ukraine on the financial performance and taking appropriate measures to reduce the related risks.

3. MATERIAL ACCOUNTING POLICIES

The accounting policies have been consistently applied over all periods presented in the separate financial statements drawn up by the Company.

The Company also adopted the document "Presentation of accounting policies (Amendments to IAS 1 and Statement 2 regarding IFRS practice)" starting from January 1, 2023. The amendments provide for the presentation of accounting policies "with a material impact", rather than "significant" accounting policies.

Although the amendments did not result in changes to the accounting policies themselves, they had an impact, in some cases, on the information about the accounting policies presented in the financial statements (see Note 2 (f) for more information).

a. Transactions in foreign currency

The operations expressed in foreign currency are recorded in RON at the official exchange rate communicated by the National Bank of Romania ("NBR") for the date of transactions. The balances in foreign currency are converted into lei at the exchange rates communicated by the National Bank of Romania at September 30, 2025.

Gains and losses resulting from the settlement of transactions in a foreign currency and from the conversion of monetary assets and liabilities denominated in a foreign currency are recognised in the separate statement of comprehensive income within the financial result.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are valued at historical cost in a foreign currency are converted using the exchange rate at the transaction date.

The exchange rates of the main foreign currencies according to the NBR reporting are as follows:

Currency September 30, 2025 September 30, 2024 Variation
Euro (EUR) EUR 1: LEU 5.0811 EUR 1: LEU 4.9756 1.02%
US dollar (USD) USD 1: LEU 4.3247 USD 1: LEU 4.4451 0.97%

b. Cash and cash equivalents

Cash and cash equivalents include: actual cash, current accounts, deposits set up with banks with maturity up to 3 months and values to be collected (cheques and trade notes receivables).

c. Financial assets and financial liabilities

(i) Classification of financial assets

IFRS 9 provides an approach to the classification and measurement of financial assets that reflects the business model in which financial assets and cash flow characteristics are managed.

The business models used by the Company to manage its financial assets are:

• To collect contractual cash flows:

The financial assets that are held under this business model are managed to obtain cash flows by collecting contractual payments over the life of the instrument. This means that the Company manages the assets held in the portfolio to collect those contractual cash flows (instead of managing the overall return on the portfolio by both holding and selling the assets).

Assets held under this business model are not necessarily retained until they mature, "rare frequency" sales are also possible when the credit risk of those instruments has increased.

  • 3. MATERIAL ACCOUNTING POLICIES (continued)
  • c. Financial assets and financial liabilities (continued)
  • (i) Classification of financial assets (continued)
  • To collect contractual cash flows and for sale:

The financial assets that are held under this business model are managed both for the collection of contractual cash flows and for the sale of financial assets.

• Other business models:

Other business models include maximizing cash flows through sale, trading, asset management based on fair value, financial instruments bought for sale or trading and measured at fair value through profit or loss.

The management of this portfolio is based on the evolution of the market value of the respective assets and includes frequent sales and purchases for profit maximization purposes.

Analysis of the characteristics of cash flow (SPPI test)

The SPPI test means the analysis of the contractual terms of the financial assets for the purpose of identifying whether cash flows represent solely payments of principal and interest corresponding to the principal.

IFRS 9 includes three categories for classifying financial assets: measured at amortised cost, measured at fair value through comprehensive income and measured at fair value through profit or loss.

The Company classified financial assets in one of the following categories:

  • Financial assets at fair value through profit or loss ("FVTPL"):
  • investments in managed funds (fund units);
  • participations in subsidiaries and associated entities (shares in Transport Ceahlău SRL).
  • Financial assets at amortised cost:
  • trade receivables
  • bank deposits

After initial recognition, a financial asset is classified as measured at amortised cost only if two conditions are simultaneously met:

  • the asset is held under a business model whose objective is to hold financial assets in order to receive the contractual cash flows;
  • the contractual terms of the financial asset give rise, on specified dates, to cash flows representing exclusively payments of principal and interest.

The Company classifies the financial instruments held in the following categories:

Financial assets at fair value through profit or loss ("FVTPL"):

An investment in a security is measured at fair value through profit or loss, unless the management makes an irrevocable option, at the time of initial recognition, for measurement at fair value through other comprehensive income ("FVOCI"). Management has not chosen to measure financial assets at FVOCI.

Financial assets are classified in this category if they are acquired for trading purposes.

  • 3. MATERIAL ACCOUNTING POLICIES (continued)
  • c. Financial assets and financial liabilities (continued)
  • (i) Classification of financial assets (continued)

Financial assets measured at amortised cost ("AC"):

After initial recognition, a financial asset is classified as measured at amortised cost only if two of the following conditions are simultaneously met:

  • the asset is held in a business model whose objective is to keep financial assets for the collection of contractual cash flows;
  • the contractual conditions of the financial assets generate at certain dates, cash flows representing solely payments of principal and interest

An asset is held for trading if it cumulatively meets the following conditions:

  • it is owned for sale and redemption purposes in the near future;
  • the initial recognition is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a real recent pattern of short-term profit tracking.

This category includes financial assets or financial liabilities held for trading and financial instruments designated at fair value through profit or loss at the time of initial recognition and includes investments in managed funds. These assets are acquired mainly to generate profit from short-term price fluctuations.

Financial assets at fair value through profit or loss are recorded in the statement of financial position at fair value.

A gain or loss on these instruments is recognised directly in profit or loss.

Receivables

Receivables represent financial assets held within a business model whose objective is to keep those assets in order to collect the contractual cash flows and whose contractual terms give rise, on specified dates, to cash flows representing solely payments of principal and interest.

Receivables include trade and other receivables. They are mainly made up of clients and assimilated accounts that include invoices issued at face value and estimated receivables related to the services provided, but invoiced in the period after the end of the period.

Final losses may vary from current estimates. Due to the inherent lack of information related to the financial position of the clients and the lack of legal collection mechanisms, the estimates regarding probable losses are uncertain. However, the management of the Company has made the best estimate of the losses and considers that this estimate is reasonable in the given circumstances. In estimating the losses, the Company also took into account previous experience, in view of both individual and collective estimates, as presented in Note 3.i.(i).

Trade receivables are registered at the invoiced value. Subsequently, the Company recognises the expected credit losses as required by IFRS 9.

Financial liabilities

Financial liabilities are recognized on the date on which the Company becomes a part of the contractual provisions of the instrument (transaction date). Financial liabilities are measured at the time of initial recognition at fair value, less, in the case of financial liabilities that are not at fair value through profit or loss, the transaction costs directly attributable to the acquisition of those financial liabilities.

After initial recognition, these financial liabilities are valued at amortised cost.

Liabilities to suppliers and other liabilities, initially recorded at fair value and subsequently measured using the effective interest method, include the equivalent value of invoices issued by suppliers of products, works performed and services rendered.

3. MATERIAL ACCOUNTING POLICIES (continued)

c. Financial assets and financial liabilities (continued)

(ii) Recognition

Financial assets and liabilities are recognized on the date on which the Company becomes a contractual party to the terms of that instrument.

(iii) Offsets

Financial assets and liabilities are set off and the net result is presented in the statement of financial position only when there is a legal right to set off and if there is an intention to settle them on a net basis or if the Company intends to realise the asset and settle the liability simultaneously.

Income and expenses are presented net only when permitted by accounting standards, or for profit and loss resulting from a group of similar transactions such as those from the trading activity of the Company.

(iv) Measurement at amortised cost

The amortised cost of an asset or financial liability is the amount at which the financial asset or liability is measured at initial recognition, less principal payments plus or minus the accumulated depreciation up to that point using the effective interest method, less write-downs due to impairment.

(v) Fair value measurement

Fair value is the price that would be received as a result of the sale of an asset or the price that would be paid to transfer a liability through an orderly transaction between market participants at the measurement date, (i.e. an exit price.)

(vi) Identification and evaluation of expected credit loss

Financial assets measured at amortised cost

The carrying amount of an asset may be reduced by the Company by using a provision account for any expected credit loss. Expected credit losses are recognised in the profit or loss account.

Classification: The intention of Mecanica Ceahlău is to hold the receivables in order to collect the contractual cash flows. They are therefore classified as carried at amortised cost. Other financial assets at amortised cost are bank deposits with an initial maturity of more than 3 months, cash and bank accounts.

Measurement: The Company performs both an individual and a collective analysis for the recovery of trade and other receivables.

Individual analysis: The Company individually performs analyses of the degree of recovery of trade receivables and other receivables, based on the litigation status and the delays reported on the due date according to the invoices / other documents. For all clients in dispute and for receivables overdue for more than 180 days, a provision of 100% of the gross value is recorded.

Collective analysis: The management analyses the list of all invoices issued in 2024, as well as all the Company's receipts during that period. The collective analysis targeted the categories of customers that each exceed 2% of the total sales; thus, the categories "final customer", "distributor", "parts distributor" was analysed.

Thus:

  • Stage 1: includes (i) newly recognised exposures, with the exception of those that have not been purchased or issued and impaired; (ii) exposures for which the credit risk has not deteriorated significantly since the initial recognition; (iii) low credit risk exposures (low credit risk exemption).
  • Stage 2: includes exposures that, while performing, have experienced a significant deterioration in credit risk since initial recognition.
  • Stage 3: includes impaired credit exposures.

The expected credit loss is the difference between all the contractual cash flows that are due to the Company and all the cash flows that the Company expects to receive, discounted at the initial effective interest rate.

  • 3. MATERIAL ACCOUNTING POLICIES (continued)
  • c. Financial assets and financial liabilities (continued)
  • (vi) Identification and evaluation of expected credit loss (continued)

Financial assets measured at amortised cost (continued)

For Stage 1 exposures, expected credit loss is equal to the calculated expected loss on a time horizon of up to a year. For Stage 2 or Stage 3 exposures, expected credit loss is equal to the expected loss calculated over a time horizon corresponding to the entire duration of exposure.

The total annual receivables of the Company for 2024 have been calculated. Also, the receipts for the 2024 sales were calculated and the delay with which they were collected was calculated.

The receipts were divided into time categories – receipts without exceeded maturity (without delay), late receipts of 1-30 days, late receipts of 31-60 days, late receipts of 61-90 days, receipts with more than 90 days delay. According to the accounting policy, all receivables older than 180 days are fully provisioned.

The calculation process was applied to each time interval. The expected loss for each time frame reflects the percentage of sales that the Company expects to receive based on the expected loss rate.

Role of macroeconomic factors for the adaptation of historical losses with expected losses.

The Company analysed the impact of the evolution of the GDP growth estimate in 2025, taking into account 3 scenarios for the evolution: pessimistic, baseline and optimistic.

The Company derecognises an impairment of receivables previously set up at the time of recovery in whole or in proportion to the recovered part.

The Company uses the simplified approach applicable to other receivables recorded at "other financial assets at amortized cost" because they do not have a significant financing component. Under this approach, the Company measures the loss allowance for these receivables at an amount equal to the lifetime expected credit losses (i.e., eliminates the need to calculate stage 1 credit risk expected losses at an amount equal to the expected credit losses per 12 months and the need to assess the occurrence of a significant increase in credit risk).

(vii) Derecognition

The Company derecognises a financial asset when contractual rights to the cash flows generated by the asset expire, or when the rights to receive the contractual cash flows of the financial asset are transferred through a transaction through which the risks and benefits of ownership of the financial asset are materially transferred.

An entity derecognizes a financial liability (or part of a financial liability) from the statement of financial position when and only when it is settled, that is, when the obligation specified in the contract is extinguished or cancelled or expires.

d. Property, plant and equipment

(i) Recognition and evaluation

Property, plant and equipment recognised as assets are initially valued at cost by the Company. The cost of an item of property, plant and equipment consists of the purchase price, including non-recoverable taxes, after deducting any price reductions of a commercial nature plus any cost that can be directly attributed to bringing the asset to the location and under the conditions necessary for it to be used for the purpose of management, such as for example: expenses with employees arising directly from the construction or acquisition of the asset, the costs of arranging the site, the initial costs with delivery and handling, the costs of installation and assembly, professional fees.

Property, plant and equipment are initially recognized at the cost of production if they are made by the Company.

The value of the Company's property, plant and equipment at September 30, 2025 and September 30, 2024 is detailed in Note 13.

3. MATERIAL ACCOUNTING POLICIES (continued)

d. Property, plant and equipment (continued)

(i) Recognition and evaluation (continued)

Property, plant and equipment are classified by the Company into the following classes of assets of the same nature and with similar uses:

  • land and land improvements;
  • buildings;
  • technical installations and vehicles;
  • furniture, office equipment;
  • property, plant and equipment in progress;

Land and buildings are presented at revalued amount, which is the fair value at the date of revaluation less any accumulated depreciation thereafter and any accumulated impairment losses.

Fair value is based on market price quotes adjusted, where appropriate, to reflect differences in the nature, location or conditions of that asset.

Revaluations are carried out by specialized valuers, members of ANEVAR. The frequency of revaluations is dictated by the dynamics of the markets to which the land and buildings owned by the Company belong.

The other categories of property, plant and equipment are shown at cost, less accumulated depreciation and the provision for impairment of value.

In the case of revaluation, the difference between fair value and historical cost value is presented in the revaluation reserve. If the result of the revaluation is an increase compared to the net carrying amount, then it is treated as follows:

  • as an increase in the revaluation reserve if there has been no previous decrease recognised as an expense on that asset; or
  • as an income to compensate for the expense with the decrease previously recognized to that asset.

If the result of the revaluation is a decrease in the net carrying amount, it shall be treated as follows:

  • as an expense with the full amount of depreciation, when an amount relating to that asset (revaluation surplus) is not recorded in the revaluation reserve;
  • as a decrease in the revaluation reserve by the minimum between the value of that reserve and the amount of the decrease, and any difference remaining uncovered shall be recorded as an expense.

(ii) Reclassification in investment property

The Company reclassifies property, plant and equipment as investment property if and only if there is a change in use, as evidenced by:

  • (a) commencement of use by the entity for a transfer from investment property to owner-occupied property;
  • (b) the start of the improvement process in view of sale, for a transfer from the category of investment property to the category of stocks;
  • (c) termination of use by the holder for a transfer from the category of real estate used by the holder to the category of investment property;

3. MATERIAL ACCOUNTING POLICIES (continued)

d. Property, plant and equipment (continued)

(iii) Subsequent costs

The expenses with the maintenance and repair of property, plant and equipment are recorded by the Company in the statement of comprehensive income as they occur, and the significant improvements made to property, plant and equipment, which increase their value or lifespan, or which significantly increase their capacity to generate economic benefits, are capitalized.

(iv) Depreciation of property, plant and equipment

Depreciation is calculated using the straight-line method over the estimated useful life of the assets.

The estimated durations on the main groups of property, plant and equipment are as follows:

Assets Years
Buildings 10 - 50
Technical installations and machinery 2 - 28
Other installations, motor vehicles, tools and furniture 5 - 15

Non-current assets under construction are not depreciated.

Land and buildings are presented at revalued amount, which is the fair value at the revaluation date. The determination of fair values and revaluation is performed at the end of each reporting period.

(v) Sale /disposal of property, plant and equipment

Property, plant and equipment that is scrapped or sold is removed from the balance sheet together with the corresponding accumulated depreciation. Any profit or loss arising from such an operation is included in the current profit or loss account.

e. Intangible assets

(i) Recognition and evaluation

Intangible assets that meet the recognition criteria of International Financial Reporting Standards are recorded at cost less the accumulated depreciation and loss of value.

(ii) Subsequent costs

Subsequent costs with intangible assets are capitalised only when they increase the future economic benefits generated by the asset to which they relate. Expenses which do not meet these criteria are recognised as expense when they are incurred.

(iii) Amortisation of intangible assets

Amortisation is recognised in the statement of comprehensive income on a straight-line basis over the estimated lifetime of the intangible asset. Most of the intangible assets registered by the Company are represented by software. They are amortised on a straight-line basis over a period of no more than 5 years.

f. Investment properties

Investment properties are real estate (land, buildings or parts of a building) owned by the Company for the purpose of renting or increasing the value or both, and not:

  • to be used in the production or supply of goods or services or for administrative purposes; or
  • to be sold during the normal course of business.

3. MATERIAL ACCOUNTING POLICIES (continued)

f. Investment property (continued)

Certain properties include a part that is held for rent or for the purpose of increasing value and another part that is held for the purpose of producing goods, providing services or administrative purposes.

If these parts can be sold separately (or leased separately under finance leases), then they are accounted for separately. If the parts cannot be sold separately, the property is treated as investment property only if the part used for the production of goods, the provision of services or for administrative purposes is insignificant.

(i) Recognition

An investment property is recognised as an asset if, and only if:

  • it is likely that a future economic benefit associated with the element will enter the Company;
  • the cost of the asset can be determined reliably.

(ii) Valuation

Initial valuation

An investment property is initially valued at cost, including transaction costs. The cost of a purchased investment property consists of its purchase price plus any directly attributable expenses (e.g. professional fees for the provision of legal services, transfer fees of the property and other transaction costs).

The value of the Company's investment properties at September 30, 2025 and December 31, 2024 is detailed in Note 15.

Subsequent valuation

The Company's accounting policy regarding the subsequent valuation of investment property is based on the fair value model. This policy is applied uniformly to all investment property. The fair value of investment propertiesis assessed by valuers who are members of the National Association of Valuers in Romania (ANEVAR). Fair value is based on market price quotes adjusted, where appropriate, to reflect differences in the nature, location or conditions of that asset. These valuations are periodically reviewed by the Company's management.

Gains or losses resulting from changes in the fair value of investment property are recognised in the profit or loss of the period in which they occur.

The fair value of investment property reflects market conditions at the balance sheet date.

(iii) Transfers

Transfers to or from investment property are made when and only when there is a change in the use of that asset.

For the transfer of an investment property measured at fair value to property, plant and equipment, the implicit cost of the asset for the purpose of accounting for its subsequent accounting will be its fair value from the date of the change in use.

If a property used by the Company becomes an investment property that will be recognised at fair value, the Company applies IAS 16 Property, plant and equipment until the date of the change in use. The Company treats any difference from that date in the carrying amount of the property in accordance with IAS 16 and its fair value in the same way as a revaluation in accordance with IAS 16.

(iv) Derecognition

The carrying amount of an investment property is derecognised upon disposal or when the investment is permanently retired and no future economic benefits are expected from its disposal.

Gains or losses arising from the disposal or sale of an investment property are recognised to profit or loss when it is scrapped or sold.

3. MATERIAL ACCOUNTING POLICIES (continued)

g. Assets held for sale

The Company classifies a non-current asset as held for sale if its carrying amount will be recovered primarily through a sale transaction and not through its continuous use.

In this case, the asset must be available for immediate sale as it stands at the time, subject only to the usual terms in the case of sales of such assets, and its sale must have a high probability.

For the probability of sale to be high, managers at an appropriate level must be committed to implementing a plan to sell the asset and an active program to find a buyer and complete the plan must have been launched.

The Company values a non-current asset classified as held for sale at the lowest of its carrying amount and fair value less costs of sale.

h. Inventories

Inventories are declared at the minimum value between cost and net realisable value.

The cost is determined using the first-in-first-out ("FIFO") method.

The net realisable value represents the estimated sale value less the estimated costs of completion and the expenses occasioned by the sale.

The costs of finished products and semi-finished products include materials, direct work, other direct costs and overhead costs related to production (based on operating activity). Net realisable value is the estimated selling price in ordinary transactions. Impairment allowances for stocks of materials are recognised for those stocks that are slow-moving or worn out. Those stocks for which it has been possible to estimate whether they will be released for consumption in the period immediately following, or whether those stocks represent back-up stocks for certain installations, are not subject to impairment.

i. Impairment

The accounting values of the Company's non-financial assets, other than inventories and deferred tax assets, are revised at each reporting date to determine if there is evidence of impairment. If there is evidence of impairment, the recoverable value of the asset (or cash-generating unit) is estimated. An impairment loss is recognised if the carrying amount of an asset or cash-generating unit exceeds the estimated recoverable amount.

The recoverable value of a cash-generating asset or unit is the higher of its value in use and fair value less costs of sale. When determining the value in use, expected future cash flows are discounted to determine the present value, using a pre-tax discount rate that reflects current market valuations of the time value of money and asset-specific risks. For impairment testing, assets that cannot be tested individually are grouped at the level of the smallest group of assets that generate cash inflows and that are largely independent of cash inflows generated by other assets or groups of assets ("cash-generating unit").

Impairment losses are recognized in the separate statement of comprehensive income. Impairment losses recognised in relation to the units generating pro rata cash in order to reduce the carrying amount of the other assets within the unit (group of units).

Impairment losses recognised in previous periods are assessed at each reporting date to determine whether there is evidence that the loss has been reduced or no longer exists. An impairment loss is reversed if there have been changes in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the carrying amount that could have been determined, net of depreciation, if no impairment had been recognised.

Property, plant and equipment and other long-term assets are revised to identify impairment losses whenever events or changes in circumstances indicate that the carrying amount can no longer be recovered.

Impairment losses on non-financial assets are recognised in the statement of comprehensive income.

3. MATERIAL ACCOUNTING POLICIES (continued)

j. Employee benefits

(i) Defined contribution plans

The Company makes payments on behalf of its own employees to the pension system of the Romanian state, health insurance and the unemployment fund, during the normal course of business.

All employees of the Company are members and also have the legal obligation to contribute (through social contributions) to the pension system of the Romanian State (a defined contribution plan of the State). All related contributions are recognised in the profit or loss account of the period when they are made. The Company has no other additional obligations.

The company is not engaged in any independent pension system and, consequently, has no other obligations in this regard.

The company is engaged in a post-retirement benefits system according to the collective labor agreement. The company is not obliged to provide services to former or current employees.

(ii) Short-term benefits

Liabilities with short-term benefits granted to employees are not discounted and are recognized in the statement of comprehensive income as the related service is provided.

Short-term employee benefits include salaries and bonuses. Short-term employee benefits and contributions to social security are recognized in the Financial Statements of the Company when the services are rendered. The Company recognizes a provision for amounts expected to be paid as cash bonuses in the short term when the Company has a present legal or constructive obligation to pay those amounts as a result of past services provided by employees, and if that obligation can be reliably estimated.

(iii) Benefits for termination of employment contracts

In accordance with the Collective Employment Contract, upon the fulfilment of the legal conditions for retirement, respectively for uninterrupted seniority within the Company, the employees are entitled to receive a monetary allowance.

The Company offers employees the following benefits in case of termination of the employment contract as a result of retirement, as follows:

  • Employees who retire for old age, disability, partial or full early retirement will receive a career-end reward as follows:
  • those with more than 15 years of experience in the Company, two basic salaries negotiated at Company level;
  • those with seniority in the Company between 5 and 15 years, one basic salary negotiated at Company level;
  • Employees who retire as a result of an accident or an event related to work and who have a seniority in the Company between 0 and 5 years will benefit from one basic salary negotiated at Company level.

3. MATERIAL ACCOUNTING POLICIES (continued)

j. Provisions for risks and charges

Provisions are recognised when the Company has a legal or constructive obligation arising from a past event, when the settlement of the obligation is likely to require an outflow of resources and when a reliable estimate of the amount of the obligation can be made.

(i) Guarantees

The provision for guarantees granted to customers are estimated by the Company on the basis of the costs incurred in repairs made during the guarantee period in relation to the amount of turnover in the preceding financial year.

(ii) Employee benefits

The Company makes provision for employee benefits granted upon termination of the employment contract upon retirement. The determination of the amount of the provision to be constituted is made taking into account the provisions of the collective employment contract of the Company valid on the date the provision is set up.

The method used was the projected credit unit method, according to the provisions of IAS 19. The actuarial assumption included the analysis of the mortality, retirement age, labour force, salary increase, salary taxes, interest rate tables.

(iii) Litigation

The Company makes provision for disputes in the event of a legal or constructive obligation arising from an ongoing dispute. The amount of the provision to be set up is determined on the basis of the estimates made by the law firm.

(iv) Other provisions

The Company constitutes any other provisions when the Company has a legal or constructive obligation arising from a past event, when the settlement of the obligation is likely to require an outflow of resources and when a reliable estimate of the amount of the obligation can be made.

Provisions for future operating losses shall not be recognised.

k. Revenues from contracts with customers

The Company recognises revenues from contracts with customers when (or as) it fulfils a performance obligation by transferring a promised good or service (i.e. an asset) to a customer. An asset is transferred when (or as) the customer acquires control of that asset.

For each performance obligation identified, the Company determines at the beginning of the contract whether it will fulfil the performance obligation in time or whether it will fulfil it at a specific point in time. If the Company does not fulfil a performance obligation in time, the performance obligation is fulfilled at a specific point in time.

The Company analysed the main types of income by applying the 5-step method within IFRS 15:

  • Step 1: Identify contracts with customers;
  • Step 2: Identify the obligations resulting from these contracts;
  • Step 3: Determine the transaction price;
  • Step 4: Assign the transaction price to the obligations to be fulfilled;
  • Step 5: Recognize the revenues at the completion of contractual obligations / as the contractual obligations are fulfilled.

3. MATERIAL ACCOUNTING POLICIES (continued)

k. Revenues from contracts with customers (continued)

The table below provides information on the nature and timing of the performance obligation, including significant payment terms for the main categories of revenue from contracts with customers:

Type
of
product
/
service
Nature and timing of the performance obligation,
including significant payment terms
Accounting
policies
for
income
recognition
Income is recognised on the date of
dispatch to the customer (or purchase of
the
product
from
the
Company's
premises) and acceptance of the product.
The customer obtains control over the product at the
time of receipt of the product or its acceptance
The
income
comprises
the
amount
invoiced for the sale of the products,
excluding VAT), less the trade reductions
granted to customers.
(representing the date on which the customer obtains
the ability to determine the use of the products and
obtains all the benefits from them).
The
Company
applies
the
practical
exemption in IFRS 15 para. 63 according
to which it does not adjust the price of
The Company recognizes a claim because they represent
the moment when the right to consideration becomes
unconditional.
transactions with a financial component.
As a practical solution, if the Company
collects
short-term
advances
from
In general, the direct customer (or distributor) pays an
advance of 10-15%, the payment of the difference being
made in instalments (for a period of less than 1 year).
Payment terms are generally 90-180 days from the date
of issuing the invoice.
customers, or for recognized revenues, it
does not adjust the amounts collected or
the income to the effects of a significant
financing component, given that at the
beginning of the contract it expects that
the period elapsed from the transfer of
The obligation of enforcement is fulfilled at a specific
point in time.
goods to collection will be less than 1
year.
Agricultural machinery The trade discounts granted to customers are based on
their fulfilment of certain annual sales values.
Trade discounts granted to customers
(including
expenses
with
provisions
and
equipment
(produced
or
distributed)
Returns are usually accepted only in exceptional cases
and usually returns involve the exchange of a product
purchased by the customer with another.
related thereto) are deducted from the
income from the sale of products.
The services provided by the Company are generally
related to the products supplied (for example, repair
services of agricultural machinery after the expiry of the
warranty period).
Invoices for services are issued on the date of provision
of the services.
Invoices are generally paid within 30 days from the date
of their receipt by the customer.
Income from provision
of services
The obligation to perform is fulfilled at a specific point in
time (the duration of the provision of the service does not
generally exceed 20 days).
The income is recognised during the
period when the service is provided.

3. MATERIAL ACCOUNTING POLICIES (continuation)

l. Rental income

Type of product / service Contract description Accounting
policies
for
income
recognition
Income
from
rental
of
investment properties
The Company, as a lessor, rents its premises to third
parties, the service is prestart as the rental contract is
carried out.
Invoices are generally paid within 30 days from the
date
of
their
receipt
by the
customer.
The
performance
obligation
is
fulfilled
during
the
performance of the rental agreement.
The rental income is generated by the
investment
properties
rented by the
Company and are recognized in the
statement of comprehensive income on a
straight-line
basis,
throughout
the
contract period.

The Company, as lessor, must classify each of its leases as either operating lease or finance lease. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards of ownership of an underlying asset.

Rental income is generated by investment properties rented by the Company in the form of operating leases and is recognized in profit or loss on a straight-line basis throughout the contract period.

The Company, as lessor, does not have leases classified as finance leases.

m. Government subsidies

Government subsidies for the purchase of non-current assets are recognised as deferred income and allocated as systematic and rational income over the life of the asset.

n. Suppliers and assimilated accounts

Liabilities to suppliers and other liabilities, initially recorded as fair value and subsequently measured using the effective interest rate method, include the equivalent value of invoices issued by suppliers of products, works performed and services rendered.

o. Interest income and expenses

Interest income and expenses are recognised in the statement of comprehensive income using the effective interest method. The effective interest rate is the rate that accurately discounts the expected future cash payments and receipts over the expected life of the financial asset or liability (or, where applicable, for a shorter duration) to the carrying amount of the financial asset or liability.

p. Gains and losses on exchange rate differences

Transactions in foreign currency are recorded in the functional currency (leu), by converting the amount into foreign currency at the official exchange rate communicated by the National Bank of Romania, valid on the transaction date.

At the reporting date, monetary items denominated in a foreign currency are converted using the closing exchange rate.

Exchange rate differences which occur when the monetary items are settled or the monetary items are converted at rates different from those at which they were converted to initial recognition (during the period) or into the previous financial statements are recognised as a loss or gain in the profit or loss account in the period in which they arise.

3. MATERIAL ACCOUNTING POLICIES (continued)

q. Leases in which the Company is lessor

Initial recognition and evaluation

At the time of initiating a contract, the Company assesses whether that contract is, or includes, a lease. A contract is or contains a lease if that contract grants the right to control the use of an identified asset for a certain period of time in exchange for consideration.

At the commencement date, the Company, as a lessee, recognises a right-of-use asset and a liability arising from the lease.

Initial evaluation of the right-of-use asset

At the date of commencement of the contract, the Company evaluates at cost the right-of-use asset.

Initial evaluation of the lease liability

At the commencement date, the Company assesses the liability arising from the lease at the present value of the lease payments that are not paid at that date. Lease payments are updated using interest rate implicit in the lease whether that rate can be determined immediately. If this rate cannot be determined immediately, the Company uses its incremental borrowing rate.

The Company's marginal lending rate is the interest rate that the Company should pay to borrow for a similar period, with a similar guarantee, the funds needed to obtain an asset of an amount similar to that of the right-of-use asset in a similar economic environment.

Subsequent evaluation of the right-of-use asset

After the commencement date, the Company assesses the right-of-use asset by applying the cost-based model, i.e. it values the rightof-use asset at cost, minus any accumulated depreciation and impairment losses.

Subsequent evaluation of the lease liability

After the commencement date, the Company assesses the liability arising from the lease by increasing the carrying amount to reflect the interest associated with the liability arising from the lease and write-down to reflect lease payments made, reflecting, where appropriate, any changes to the lease.

The interest on the lease liability for each period over the term of the contract is the amount that produces a constant periodic interest rate on the balance of the lease liability.

After the commencement date, the interest on the lease liability is reflected in profit or loss.

Derogations from recognition

The Company, as a lessee, chooses to apply the derogations permitted by IFRS 16:

  • short-term leases; and
  • leases for which the underlying asset has a small value.

Consequently, in the case of short-term leases and leases where the underlying asset has a low value, the Company recognises the lease payments associated with those leases as an expense, on a straight-line basis throughout the lease term.

3. MATERIAL ACCOUNTING POLICIES (continued)

r. Contingent liabilities

Contingent liabilities are not recognised in the accompanying financial statements. They are presented if there is a possibility of an outflow of resources that represent possible but not probable economic benefits, and/or the value can be estimated reliably. A contingent asset is not recognised in the accompanying financial statements, but is presented when an entry of economic benefits is probable.

s. Income tax

The income tax comprises the current tax and the deferred tax.

The current tax represents the tax that is expected to be paid or received for the taxable income or loss realized in the year, using tax rates adopted or largely adopted on the reporting date, as well as any adjustment to the corporate tax payment obligations related to the previous years. The current tax payable also includes any tax receivable arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences:

  • initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
  • differences regarding investments in subsidiaries or joint arrangements to the extent that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset only if there is a legal right to compensate current tax assets and liabilities, and if they refer to taxes levied by the same tax authority to the same entity, or a different taxable entity, but which intends to conclude a convention on current tax assets and liabilities on a net basis or whose assets and liabilities from taxation will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that taxable profits will be made that will be available in the future and will be used. Deferred tax assets are reviewed at each reporting date and are diminished to the extent that it is no longer likely that a tax benefit will be realized. The effect of changes in tax rates on the deferred tax is recognised in the statement of comprehensive income, unless it relates to previously recognised positions directly in equity.

Income tax is recognised in the separate statement of comprehensive income or in other comprehensive income if the tax is related to capital items.

Current tax is the tax paid on the profit made in the current period, determined on the basis of the percentages applied at the reporting date and all adjustments related to the previous periods.

The current corporate tax rate in Romania is 16%.

Deferred tax is calculated on the basis of the tax percentages that are expected to be applicable to temporary differences upon reversal, based on the legislation in force at the reporting date.

t. Earnings per share

The Company presents the earnings per share for ordinary shares. The earnings per share are determined by dividing the profit or loss attributable to the ordinary shareholders of the Company by the number of ordinary shares for the reporting period.

3. MATERIAL ACCOUNTING POLICIES (continued)

u. Share capital

Ordinary shares are classified as part of equity. The Company recognizes the changes to the share capital under the conditions stipulated by the legislation in force and only after their approval by the General Meeting of Shareholders and the registration with the Trade Register. Additional costs directly attributable to the issuance of shares are recognized as a deduction from equity, net of the effects of taxation.

v. Dividends

Dividends are treated as a distribution of profit during the period in which they were declared and approved by the General Meeting of Shareholders. Dividends, until prescription, may be requested for payment by the shareholders.

w. Dividends prescribed

Dividends payable not collected within 3 years from the date of declaration are prescribed according to the law. Prescribed dividends are transactions with shareholders and are recognized in equity, in retained earnings.

x. The going concern principle

The financial statements were drawn up on the basis of the going concern principle, which implies that the Company will normally continue its operation in the foreseeable future, without entering into the impossibility to continue the activity or without its significant reduction. To assess the applicability of this assumption, management looks at forecasts of future cash inflows. Based on these analyses, the management believes that the Company will be able to continue its activity in the foreseeable future and therefore the application of the going concern principle in the preparation of financial statements is justified.

y. Associated entities

Associated entities are those companies in which the Company can exercise significant influence, but not control over financial and operational policies.

The Company owns at September 30, 2025 24.28% in Transport Ceahlău SRL. It is not consolidated because Transport Ceahlău SRL is an immaterial company, being dormant.

The Company has identified the following related parties:

Entity The nature of the relationship
Evergent Investments SA Parent company
NEW CARPATHIAN FUND Significant shareholder
Transport Ceahlău SRL Associated entity

z. Segment reporting

A segment is a part of the Company that engages in segments of activity from which it can obtain income and record expenses (including income and expenses corresponding to transactions with other parts of the same entity), whose operational results are regularly monitored by the Company's management in order to make decisions regarding the resources to be allocated to the segment and to evaluate its performance and for which separate financial information is available. The Company does not have significant geographic or activity segments according to IFRS 8, "Operational segments" and does not have an internal management and reporting structure divided into segments.

The main income described in Note 3 is all related to the main objects of activity of the Company (the income from the sale of finished products, goods and services represents the main activity of the Company and is analysed together by its management).

3. MATERIAL ACCOUNTING POLICIES (continued)

aa. Applicable accounting policies

Standards and interpretations that have entered into force in the current year

The amendments to the existing standards issued by the International Accounting Standard Board ('IASB') and adopted by the European Union ('EU') presented in the table below are in force for the current reporting period, and are mandatorily effective for reporting period that begins on or after 1 January 2024.

Their adoption, where they were applicable to the Company, has not had any material impact on the disclosures or on the amounts reported in these financial statements.

Standard Title
Amendments to IFRS 16 Lease Liability in a Sale and Leaseback
Classification of Liabilities as Current or Non-Current and Non-current Liabilities with
Amendments to IAS 1 Covenants
Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements

Standards and amendments to existing standards issued by the IASB and adopted by the EU, but not yet effective

At the date of authorisation of these financial statements, the amendments to the existing standards issued by the IASB and adopted by the EU presented in the table below were not in force, therefore the Company has not applied them.

Standard Title Effective date
Amendments to IAS 21 Lack of Exchangeability 1 January 2025

The Company considers that the adoption of these new amendments to the existing standards, where they are applicable to the Company, will not have a significant impact on its financial statements in the upcoming periods.

New and revised IFRS Accounting Standards in issue and adopted by the EU but not yet effective

At present, IFRS as adopted by the EU do not significantly differ from IFRS adopted by the International Accounting Standards Board (IASB) except for the following new standards and amendments to the existing standards, which were not adopted by the EU as at the date of authorisation of these financial statements:

Standard Title EU adoption status
Amendments to the Classification and Measurement of
Amendments to IFRS 9 and Financial Instruments
IFRS 7 (IASB effective date: 1 January 2026) Not yet adopted by EU
Annual Improvements to IFRS Accounting Standards -
Amendments to IFRS 1, IFRS Volume 11
7, IFRS 9, IFRS 10 and IAS 7 (IASB effective date: 1 January 2026) Not yet adopted by EU
Presentation and Disclosures in Financial Statements
IFRS 18 (IASB effective date: 1 January 2027) Not yet adopted by EU
Subsidiaries without Public Accountability: Disclosures
IFRS 19 (IASB effective date: 1 January 2027) Not yet adopted by EU
Amendments to IFRS 9 and Contracts Referencing Nature-dependent Electricity
IFRS 7 (IASB effective date: 1 January 2026) Not yet adopted by EU
European Commission has decided not to
launch the endorsement process of this
Regulatory
Deferral
Accounts
interim standard and to wait for the final
IFRS 14 (IASB effective date: 1 January 2016) standard
Sale or Contribution of Assets between an Investor and
its Associate or Joint Venture and further amendments Endorsement
process
postponed
Amendments to IFRS 10 (effective date deferred by IASB indefinitely but earlier indefinitely until the research project on
and IAS 28 application permitted) the equity method has been concluded

The Company estimates that the adoption of these new and revised standards, if applicable to the Company, will not have a significant impact in future periods.

4. FAIR VALUE MEASUREMENT

Certain accounting policies of the Company and disclosure requirements require the determination of fair value for both financial and non-financial assets and liabilities. Fair values have been determined for the purpose of measuring and/or presenting information using the methods described below. Where applicable, additional information about the assumptions used in determining fair value is disclosed in the notes specific to that asset or liability.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is observable or estimated using a direct valuation technique. In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or liability that market participants would take into account in determining the price of the asset or liability at the measurement date. Fair value for valuation purposes and/or presentation in financial statements is determined on such a basis, except for measurements that are similar to fair value but do not represent fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are classified in Tier 1, 2 or 3, depending on the degree to which the information necessary to determine fair value is observable and the importance of this information for the Company, as follows:

  • Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
  • Level 2 information, other than the quoted prices included in Level 1, which is observable for the asset or liability valued, directly or indirectly; and
  • Level 3 unobservable information for the asset or liability.

At September 30, 2025 the Company determined the fair values of land, buildings and special constructions, investment properties and assets held for sale. The fair value measurement was made by external, independent real estate valuers, members of the National Association of Valuers in Romania (ANEVAR) with recognised professional qualifications and experience in evaluating all real estate segments. The methods used by the valuer in determining fair value were: the market value method by comparison for land and assets held for sale.

The outbreak of the military conflict against Ukraine on February 24, 2022 has had a significant impact on global financial markets. Market activity is affected in many sectors. At the time of the evaluation, it was considered possible to grant a lower share of previous offers on the market for comparison purposes in order to formulate an opinion on the value of the assets. Indeed, the current response to the military conflict against Ukraine actually means that we are facing an unprecedented set of circumstances on which to base our views. Therefore, the valuation carried out at December 31, 2024 is affected by the conditions of material uncertainty of the valuation.

5. INCOME

Year ended
September 30, 2025
Year ended
September 30, 2024
Net income from the sale of goods 15,366,316 17,210,673
Income from the sale of residual products
Provision of services
24,625
145,673
41,122
179,228
Total net turnover 15,536,614 17,431,023

The gross turnover of the Company registered at September 30, 2025 is Lei 15,480,181 (at September 30, 2024: Lei 17,824,154), of which Lei 124,746 from exports (at September 30, 2024: Lei 1,856,772) and 15,355,435 Lei obtained domestically (September 30, 2024: Lei 15,967,382).

In order to achieve this volume of sales, trade discounts were granted in the form of bonuses according to the contracts in force in amount of Lei 113,865 at September 30, 2025 and Lei 613,481 at September 30, 2024 resulting in a net turnover in amount of Lei 15,366,316 at September 30, 2025 and Lei 17,210,673 at September 30, 2024. The commercial bonus granted to distributors according to the contracts in force represents a variable consideration that the Company has estimated and recognized in the transaction price at 30.09.2025 and 30.09.2024.

Compared to the same period of the previous year, the net turnover of the Company registered a decrease of 11%.

The products sold by the Company are intended for both the domestic and foreign markets.

In 2025, the domestic market was the main sales market, with the sales volume on this market representing 99% of the turnover.

On the domestic market, the Company collaborated with 5 distributors from across the entire country, the most important being located in predominantly agricultural areas.

On the foreign market, the sales volume accounted for 1% of the turnover. On this market, the connection is maintained with the traditional customers who know and promote the Company's products.

6. OTHER OPERATING INCOME

Year ended
September 30, 2025
Year ended
September 30, 2024
Income from compensation and penalties 19,996 41,014
Revenue from investment subsidies 23,966 -
Income from rental of investment properties 389,058 337,382
Other operating income 46,743 63,334
Total other income 479,763 441,730

It mainly includes income from the rental of immovable properties, such as buildings and access spaces.

Building rental 2024 2025 2026
Rental income 449,820 27,520 28,540

The Company has seven lease agreements underway, as follows: one land lease, four contracts for renting of technical spaces and / or offices, two contracts for renting space for automated coffee machines.

7. EXPENSES WITH SALARIES, SOCIAL CONTRIBUTIONS AND OTHER BENEFITS

Year ended
September 30, 2025
Year ended
September 30, 2024
Expenses with salaries 3,921,053 4,241,499
Expenses with salary contributions 163,247 194,086
Expenses with holidays not taken (25,907) (40,032)
Expenses related to vouchers granted 248,635 204,920
Other benefits granted to employees - -
Expenses related to the indemnity of the members of the Board of Directors 386,993 382,813
Expenses related to the executive management's allowance 665,802 661,635
Income from operating subsidies for the payment of staff - -
Total 5,359,823 5,644,921
Average number of employees 65 71

Expenses with salaries, allowances, contributions and other similar expenses includes expenses with salaries, allowances and other benefits, as well as related contributions, of employees, members of the Executive Management and of the Board of Directors.

Short-term employee benefits are recognized as an expense when services are rendered. The Company has established provisions for employee benefits granted at the end of the employment contract once the retirement contract according to the provisions of the Collective Employment Contract valid at 31.12.2024, the information is presented in Note 24 Provisions "Employee benefits".

8. OTHER ADMINISTRATIVE EXPENSES

Year ended
September 30, 2025
Year ended
September 30, 2024
Maintenance and repair costs 188,499 180,701
Royalties, management leases and rentals 20,928 18,137
Insurance premiums 94,506 102,296
Studies and researches 18,013 2,585
Expenses for professional fees - -
Entertainment, advertising and publicity expenses 121,329 145,370
Transport of goods and personnel 292,771 246,755
Travel, secondments and transfers 127,362 128,779
Postal expenses and telecommunication fees 33,367 48,317
Banking services and assimilated 76,916 130,516
Internal and external audit services 2,777 3,669
Other expenses with third-party services 507,872 561,382
Expenses for security 418,500 420,000
Total 1,902,840 1,988,507

(i) Other expenses with third-party services include expenses with services at exhibitions and local and international fairs, expenses with software suppliers, etc.

9. OTHER OPERATING EXPENSES

Year ended
September 30, 2025
Year ended
September 30, 2024
Expenses with taxes, fees and assimilated 170,248 195,166
Expenses with fines and penalties 16,093 202,598
Other operating expenses 56,752 129,766
Total 243,093 527,530

10. NET FINANCIAL RESULT

Year ended
September 30, 2025
Year ended
September 30, 2024
Interest income 14 60,726
Net gains on financial assets 4,554 11,603
Total financial income 4,568 72,329
Interest expense 283,187 574,249
FX losses 52,853 7,484
Other financial expenses 175,725 94,148
Total financial expenses 511,765 675,880
Net financial result (507,198) (603,551)

Financial income is recognised in the statement of comprehensive income on the basis of accrual accounting using the effective interest rate method. The net gain on financial assets held at fair value through profit or loss is the increase in value of the fund units held as a result of the measurement at September 30, 2025.

Financial expenses include interest, discounts or discounts granted and exchange rate differences. Foreign exchange gains and losses are reported on a net basis. The value of income from exchange rate differences at September 30, 2025 is Lei 4,981 and the value of expenses from exchange rate differences is Lei 57,834.

Other financial expenses represent financial discounts granted to customers.

11. CURRENT AND DEFERRED INCOME TAX EXPENSES

The Company registers a tax loss from previous years, and registers only the profit at the balance sheet date in the profit and loss account.

Income tax Year ended
September 30, 2025
Year ended
September 30, 2024
Current income tax - -
Deferred income tax expense 19,806 123,139
Total income tax expense 19,806 123,139
INCOME TAX Year ended
September 30, 2025
Year ended
September 30, 2024
Profit before tax (3,529,811) (4,527,265)
Income tax expense calculated at the standard rate of 16% (564,770) (724,362)
The tax effect of:
-Non-tax deductible expenses 176,902 356,651
- Non-taxable income (323,764) (368,744)
- Items similar to income 19,806 123,139
- Items similar to expenses - (26)
- The impact of fiscal loss 691,826 613,343
-Expense with deferred income tax 19,806 123,139
Current income tax 19,806 123,139

12. DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax liabilities are represented by the amounts of income tax payable in future accounting periods in respect of taxable temporary differences. In determining the deferred income tax, the tax rate provided for in the tax regulations in force on the date of drawing up the financial statements, respectively 16%, is used.

At September 30, 2025, the elements of time differences are determined for the following components of the statement of financial position:

ASSETS LIABILITIES NET
Tangible assets - 1,176,603 1,176,603
Provisions and adjustments 1,734,516 - (1,734,516)
Revaluation reserves - 17,289,078 17,289,078
Reserves from tax incentives - 353,133 353,133
Total 1,734,516 18,818,813 17,084,298
Net temporary differences – 16% rate - - 17,084,298
Deferred tax liabilities - - 2,733,488

At December 31, 2024 deferred tax liabilities are attributed to the following items:

ASSETS LIABILITIES NET
Tangible assets - 1,241,978 1,241,978
Provisions and adjustments 3,082,466 - (3,082,466)
Revaluation reserves - 17,412,863 17,412,863
Reserves from tax incentives - 353,133 353,133
Total 3,082,466 19,007,974 15,925,507
Net temporary differences – 16% rate - - 15,925,507
Deferred tax liabilities - - 2,548,081

13. PROPERTY, PLANT AND EQUIPMENT AND RIGHTS OF USE OF ASSETS

Land,
land improvement
Furniture and Assets representing
usage rights in leasing
COST and buildings Cars and equipment accessories Under execution contracts Total
Balance at December 31, 2024 17,249,885 16,180,484 623,077 1,169,417 3,359,898 38,582,760
Additions of fixed assets - 1,327,545 - 145,660 110,203 1,583,408
Of which, transfers from non-current assets in progress - 1,288,942 - - - 1,288,942
Revaluation increases - - - - - -
Disposals of fixed assets - (201,189) (256,411) (1,288,942) (737,734) (2,484,276)
Reclassifications to right-of-use assets of underlying assets in
leases - 190,621 - - (190,621) -
Reclassification of assets held for sale - - - - - -
Reclassification to real estate investments (945,836) - - - - (945,836)
Revaluation decreases - - - - - -
Reversal of accumulated depreciation - - - - - -
Balance at September
30, 2025
16,304,049 17,497,461 366,666 26,135 2,541,745 36,736,056
ACCUMULATED DEPRECIATION
Balance at December 31, 2024 - 13,755,420 334,310 - 1,584,159 15,673,888
Depreciation charges 474,495 431,206 33,333 - 378,433 1,317,467
Reclassifications to right-of-use assets of underlying assets in
leases - 190,621 - - (190,621) -
Reversal of accumulated depreciation - - - - - -
Accumulated depreciation of disposals - (192,001) (80,910) - (258,079) (530,990)
Balance at September
30, 2025
474,495 14,185,246 286,733 - 1,513,891 16,460,366
Balance at December 31, 2024 - 78,914 - - - 78,914
Adjustments made during the year - - - - - -
Reversals of impairment allowances - (14,795) - - - (14,795)
Balance at September 30, 2025 - 64,118 - - - 64,118
CARRYING AMOUNT
Balance at December 31, 2024 17,249,885 2,346,150 288,767 1,169,417 1,775,739 22,829,958
Balance at September
30, 2025
15,829,554 3,248,096 79,933 26,135 1,027,854 20,211,572

13. PROPERTY, PLANT AND EQUIPMENT AND RIGHT OF USE OF ASSETS (continued)

COST Land,
land improvement
and buildings
Cars and equipment Furniture and
accessories
Under execution Assets representing
usage rights
in leasing
contracts
Total
Balance at December 31, 2023 15,925,795 16,224,412 622,153 - 3,530,604 36,302,964
53,167 5,472 923 - - 59,563
Additions of fixed assets - - - - - -
Of which, transfers from non-current assets in progress
Revaluation increases
- - - - - -
Disposals of fixed assets - (79,896) - - (170,706) (250,602)
Reclassifications to right-of-use assets of underlying assets in
leases - - - - - -
Revaluation decreases - - - - - -
Reversal of accumulated depreciation - - - - - -
Balance at September 30, 2024 15,978,962 16,149,989 623,077 - 3,359,898 36,111,925
ACCUMULATED DEPRECIATION
Balance at December 31, 2023 14 13,277,493 268,479 - 1,022,416 14,568,401
Depreciation charges
Reclassifications to right-of-use assets of underlying assets in
leases
1,031,160
-
423,656
-
52,032
-
-
-
424,430
-
1,931,278
-
Reversal of accumulated depreciation - - - - - -
Accumulated depreciation of disposals - (79,896) - - - (79,896)
Balance at September 30, 2024 1,031,174 13,621,253 320,510 - 1,446,846 16,419,782
IMPAIRMENT ALLOWANCES
Balance at December 31, 2023 89,354 98,641 - - - 187,995
Adjustments made during the year - - - - - -
Reversals of impairment allowances - (14,796) - - - (14,796)
Balance at September 30, 2024 89,354 83,845 - - - 173,199
CARRYING AMOUNT
Balance at December 31, 2023 15,836,427 2,848,278 353,674 - 2,508,188 21,546,567
Balance at September 30, 2024 14,858,434 2,444,890 302,566 - 1,913,052 19,518,944

13. PROPERTY, PLANT AND EQUIPMENT AND RIGHT OF USE OF ASSETS (continued)

Impairment losses recognised in profit or loss were classified in depreciation and impairment expenses for fixed assets.

In the year 2025, the acquisitions included a fixed asset (the photovoltaic power plant of 0.396 MWp, modernization of the Puma lathe).

During the year 2025, the Company did not dispose of tangible assets.

As of September 30, 2025, the Company analyzed the existence of impairment indicators for the fixed assets under management. As a result of the procedures carried out, the management of the Company believes that at this date there were no impairment indicators.

Revaluation

Land and buildings are stated at revalued amount, which is the fair value at the revaluation date less any amortization accumulated subsequently and any accumulated impairment losses.

The fair value is based on the adjusted market price quotations, where the case, in order to reflect the differences in the nature, location or conditions of such asset.

Revaluations are conducted by specialised valuers, members of ANEVAR. The frequency of revaluations is influenced by the dynamics of the markets where the land and buildings held by the Company are located.

The other categories of property, plant and equipment are carried at cost, less the accumulated amortization and the value of the impairment allowance, where the case.

At December 31, 2024 the property, plant and equipment – group: "Buildings" and "Land" was revalued based on a report prepared by an external, independent valuer, member of the National Association of Valuers in Romania (ANEVAR) with recognised professional qualifications and experience in evaluating all real estate segments. The valuation is in accordance with international valuation standards. The revaluation concerned the adjustment of the net carrying amounts of property, plant and equipment, land, buildings and special buildings at fair value. The methods used by the valuer in determining fair value were: the market value method by comparison for land and the income capitalization method (income approach) for buildings.

The revaluation surplus was recognised as a revaluation reserve in equity, i.e. as income if, as a result of a previous revaluation, a revaluation expense was recorded. The decrease that compensates for the previous increase of the same asset is reduced from the reserve previously constituted; all other decreases are recognised as cost in the Statement of Comprehensive Income.

14. INTANGIBLE ASSETS

Patents, licenses and
trademarks
Other
fixed assets
Total
COST
Balance at December 31, 2024 528,327 957,928 1,486,255
Purchases - - -
Disposals of intangible assets - - -
Balance at September 30, 2025 528,327 957,928 1,486,255
ACCUMULATED AMORTISATION
Balance at December 31, 2024 528,327 876,518 1,404,845
Amortisation during the year - 20,598 20,598
Balance at September 30, 2025 528,327 897,116 1,425,443
IMPAIRMENT ALLOWANCE
Balance at December 31, 2024 - - -
Reversal of impairment allowances - - -
Balance at September 30, 2025 - - -
CARRYING AMOUNT
Balance at December 31, 2024 - 81,410 103,032
Balance at September 30, 2025 - 60,812 60,812

14. INTANGIBLE ASSETS (continued)

Patents, licenses and
trademarks
Other
fixed assets
Total
COST
Balance at December 31, 2023 528,327 1,012,724 1,541,051
Purchases - - -
Outflows of intangible assets - (54,797) (54,797)
Balance at September 30, 2024 528,327 957,928 1,486,255
ACCUMULATED AMORTISATION
Balance at December 31, 2023 528,327 902,187 1,430,514
Amortisation during the year - 22,247 22,247
Accumulated amortisation of outflows - - -
Balance at September 30, 2024 - (54,797) (54,797)
IMPAIRMENT ALLOWANCE 528,327 869,637 1,397,964
Balance at December 31, 2023
Reversal of impairment allowances - - -
Balance at September 30, 2024 - - -
CARRYING AMOUNT
Balance at December 31, 2023 - 110,538 110,538
Balance at September 30, 2024 - 88,291 88,291

The intangible assets as at September 30, 2025, in net amount of Lei 60,812 (September 30, 2024: Lei 88,291), represent the unamortized part of the licenses, technological documentation and the software used.

During the year 2025, the company did not dispose of intangible assets.

Value appreciations were recognised in profit or loss and were classified in depreciation and impairment expenses for non-current assets.

15. INVESTMENT PROPERTIES

September 30, 2025 December 31, 2024
Net value 1,145,526 199,690
September 30, 2025 December 31, 2024
Opening balance 199,690 595,604
Acquisitions / Reclassification of investment properties
Outflows/Reclassifications into assets held for sale
945,836
-
-
(445,819)
Changes in fair value - 49,905
Closing balance 1,145,526 199,690

Commercial properties are rented to third parties on the basis of contracts with a validity of 12 months with the possibility of extension.

The value of rental income as at September 30, 2025 was Lei 389,058, and of Lei 337,382 at September 30, 2024. The commercial properties owned by the Company are mainly rented to industrial companies (producing plastics and metal parts), companies that have not been significantly affected by the military conflict against Ukraine. The monthly rent was invoiced according to the contracts in force and there were no requests to postpone the payment of the rent.

The company did not make significant repairs, but had other costs related to real estate investments as of September 30, 2025, and December 31, 2024.

The fair value assessment of real estate investments was conducted by an external, independent real estate appraiser, a member of the National Association of Appraisers in Romania (ANEVAR), with recognized professional qualifications and experience in evaluating all types of real estate. The fair value of the real estate investment was determined using the income capitalization method.

16. ASSETS HELD FOR SALE

September 30, 2025 December 31, 2024
Opening balance - 362,419
Acquisitions/reclassifications - (148,841)
Sales - (213,578)
Changes in fair value - -
Closing balance - -

On September 30, 2025, the company does not hold any assets for sale.

17. INVENTORIES

September 30, 2025 December 31, 2024
Raw materials and materials
Work in progress
1,615,965
295,648
1,838,985
1,660,378
Semi-finished goods 259,811 259,840
Finished products 18,001,796 20,559,831
Merchandise 8,676,623 9,887,164
Inventories at net value 28,849,843 34,206,199

The amount of any reduction in the carrying amount of inventories to net realisable value and all losses of inventories are recognised as an expense during the period in which the write-down or loss occurs.

In accordance with the policy of setting up the adjustment of the value of current assets, the value adjustments for stocks are made:

  • global depending on seniority and dynamics;
  • individually based on the findings of the stock-count committees.

As of September 30, 2025, the value of adjustments for inventory depreciation is 812,414 lei (December 31, 2024: 789,417 lei).

September 30, 2025 December 31, 2024
Opening balance (789,417) (596,104)
Set-ups (302,687) (435,452)
Reversals 279,690 242,139
Closing balance (812,414) (789,417)

18. TRADE RECEIVABLES

September 30, 2025 December 31, 2024
Trade receivables – less than 180 days overdue 3,705,041 2,682,615
Impairment allowances for trade receivables – less than 180 days overdue (153,907) (153,907)
Net receivables – less than 180 days overdue 3,551,134 2,528,708
Trade receivables – more than 180 days overdue
Impairment allowances for trade receivables — more than 180 days
overdue
318,367
(318,367)
1,582,889
(1,582,889)
Net receivables – more than 180 days overdue - -
Net, total trade receivables 3,551,134 2,528,708

The fair value of trade receivables reflects their value less impairment.

As of September 30, 2025, net trade receivables amounting to 3,551,134 lei (December 31, 2024: 2,528,708 lei) are considered to be fully performing.

As of September 30, 2025, adjustments for the impairment of trade receivables are constituted in a total amount of 472,274 lei (December 31, 2024: 1,736,796 lei).

Individual evaluation:

The Company performs individual analyses of the degree of recovery of trade receivables, based on the expected loss rate model and litigation status. For receivables with a maturity exceeding 180 days and for those in litigation, a provision of 100% of the gross value is recorded.

The seniority structure of trade receivables at the reporting date was:

Expected average
weighted
loss rate at
September 30,
2025
Impairment
September 30,
2025
Gross value
September 30,
2025
Expected average
weighted loss rate at
December 31,
2024
Impairment
December 31,
2024
Gross value
December 31,
2024
Overdue over
180 days 100% 318,367 318,367 100% 1,582,889 1,582,889
Collective evaluation:
Expected average
weighted
loss rate at
September 30,
2025
Impairment
September 30,
2025
Gross value
September 30,
2025
Expected average
weighted loss rate
at December 31,
2024
Impairment
December 31,
2024
Gross value
December 31,
2024
Not overdue 55% 83,030 83,030 6% 37,602 1,605,550
Overdue between 0
and 30 days
44% 67,570 67,570 11.1% 87,545 947,496
Overdue between
31 and 60 days
1% 2,108 2,108 33.3% 8,606 66,829
Overdue between
61 and 90 days
- 452 452 39.4% 398 3,017
Overdue over 90
days
- 747 747 40.5% 19,756 59,723
153,907 2,002,565 153,907 2,682,615

19. OTHER RECEIVABLES

September 30, 2025 December 31, 2024
Sundry debtors 925,640 117,023
Suppliers - debtors - -
Recoverable and non-exigible VAT 24,721 166,241
Tax to be recovered - -
Adjustment for other receivables – sundry debtors (113,897) (113,817)
Other receivables 142,881 -
Total 979,425 169,447

The fair value of other receivables reflects their value less impairment.

The Company performs individual analyses of the degree of recovery of sundry debtors based on expected loss rates and litigation status. For receivables with a maturity of over 180 days and in litigation, a provision of 100% of the gross value is recorded.

In order to cover the risk of non-recovery of certain categories of receivables – sundry debtors, the Company registered allowances for the impairment of sundry debtors in amount of Lei 113,817.

Impairment
September 30,
Gross value
September 30,
Impairment Gross value
2025 2025 December 31, 2024 December 31, 2024
Overdue over 180 days 113,817 113,817 113,817 113,817

20. CASH, CURRENT ACCOUNTS, DEPOSITS WITH BANKS AND FINANCIAL ASSETS AT FAIR VALUE

(i) Cash, current accounts and cash equivalents

September 30, 2025 December 31, 2024
Cash 7,084 632
Current accounts 173,166 445,099
Bank deposits with maturity up to 3 months - -
Interest attached - -
Expected credit loss (1) (1)
Cash and current accounts – gross amount 180,249 445,730

Current accounts opened with banks are permanently at the disposal of the Company.

(ii) Financial assets at fair value through profit or loss

September 30, 2025 December 31, 2024
Financial assets – fund units
Transport Ceahlău SRL
-
-
304,186
-
Total - 304,186

The company does not hold any investments in mutual funds at fair value as of September 30, 2025. In 2025, the mutual funds held at BT Asset Management, evaluated at fair value through the profit and loss account, recorded an increase (the change in fair value being in the sense of growth) of 4,553 lei. The mutual funds were redeemed in 2025.

The shares of Transport Ceahlău SRL are fully adjusted.

21. CAPITAL AND RESERVES

a. Share capital

Share capital subscribed and paid up at September 30, 2025 Lei 23,990,846 Number of shares subscribed and paid up at September 30, 2025 239,908,460 shares Nominal value of a share 0.10 Lei Ordinary, nominative,

Characteristics of shares issued, subscribed and paid up

dematerialized

The Company's securities (shares) are registered and traded in the Standard category of the Bucharest Stock Exchange. All shares confer the same voting rights. At September 30, 2025, the share capital of the Company was not modified in the sense of increase or decrease.

The share capital registered at September 30, 2025 is Lei 23,990,846.

The shareholding structure of the Company is:

Number
September 30, 2025 of shares Amount (lei) %
Evergent Investments SA – formerly SIF Moldova 175,857,653 17,585,765 73.3020
New Carpathian Fund 48,477,938 4,847,794 20.2068
Other shareholders, of which:
- legal persons 803,720 80,372 0.335
- natural persons 14,769,149 1,476,915 6.1562
TOTAL 239,908,460 23,990,846 100.00

21. CAPITAL AND RESERVES (continued)

a. Share capital (continued)

Number
September 30, 2024 of shares Amount (lei) %
Evergent Investments SA 175,857,653 17,585,765 73.3020
New Carpathian Fund 48,477,938 4,847,794 20.2068
Other shareholders, of which:
- legal persons 803,720 80,372 0,335
- natural persons 14,769,149 1,476,915 6.1562
TOTAL 239,908,460 23,990,846 100.00

b. Reserves

b.
Reserves
September 30, 2025 December 31, 2024
Reserves from the revaluation of property, plant and equipment 13,321,565 13,445,350
Deferred income tax recognised on account of reserves (2,185,727) (2,205,533)
TOTAL 11,135,838 11,239,817
September 30, 2025 December 31, 2024
Retained earnings representing the surplus realised from gross revaluation
reserves 3,967,513 3,967,513
Deferred income tax related to realized and untaxed revaluation reserves (634,802) (634,802)
Retained earnings representing the surplus realised from net revaluation
reserves 9,006,905 8,883,120
Retained earnings representing unallocated profit / (uncovered loss) (12,779,005) (9,043,983)
Other reserves distributed from profit, non-taxable 5,059,940 5,059,940
Other taxable reserves 827,622 827,622
TOTAL 5,448,172 9,059,410

"Other reserves distributed from profit, non-taxable" – represents the distribution to other reserves of the net profit for the years 2013, 2014, 2015 and 2019.

c. Legal reserves

The Company distributes to legal reserves 5% of the profit before tax, up to the limit of 20% of the share capital. These amounts are deducted from the taxable amount when calculating corporate tax. The value of the legal reserve at September 30, 2025 is Lei 2,983,701 (December 31, 2024: lei 2,983,701).

Legal reserves cannot be distributed to shareholders.

d. Dividends

In 2025 and 2024, no dividends were allocated or distributed. According to the legislation in force, shareholders may request the payment of dividends for a period of 3 years since the payment date set in the General Meeting of Shareholders.

21. CAPITAL AND RESERVES (continued)

e. Earnings per share

The earnings per share are calculated by dividing the net loss attributable to the shareholders of the Company at September 30, 2025 in amount of Lei (3,735,023) (December 31, 2024: net attributable loss: Lei (6,416,895) ) by the number of ordinary outstanding shares of 239,908,460 shares (December 31, 2024: 239,908,460 shares).

Profit attributable to ordinary shareholders September 30, 2025 December 31, 2024
Profit (Loss) of the period (3,735,023) (6,416,895)
Number of ordinary shares 239,908,460 239,908,460
Earnings per share (0.0156) (0.0267)

22. LOANS

This note provides information on the contractual terms of the Company's interest-bearing loans, valued at amortised cost.

September 30, 2025 December 31, 2024
Long-term bank loans 2,956,355 -
Short-term bank loans (up to 1 year) - 4,944,867
Total bank loans 2,956,355 4,944,867

The tables below present detailed information on the loans contracted by the Company at September 30, 2025 and December 31, 2024:

September 30, 2025
-------------------- -- --
Loan balance Account
Type of credit (Lei) currency Annual interest rate (%) Final maturity of the loan
Credit line 2,956,355 RON ROBOR 3M + 2.5% 12/05/2027
Total 2,956,355
December 31, 2024
Type of credit Loan balance
(Lei)
Account
currency
Annual interest rate (%) Final maturity of the loan
Credit line 2,944,867 RON ROBOR 3M +1.5% 13/05/2025
Credit line 2,000,000 RON ROBOR 3M + 2.5% 14/05/2025
Total 4,944,867

As of September 30, 2025, the Company has a working capital credit line in progress. The credit line worth 3,000,000 is secured by a movable mortgage on a laser-type equipment, valued at a net book value of 1,100,611 lei as of September 30, 2025 (December 31, 2024: 1,222,901 lei), respectively, inventory type guarantees are established with a net accounting value of 5,150,898 lei as of September 30, 2025 (0 lei as of December 31, 2024).

23. GOVERNMENT SUBSIDIES

Subsidies for assets September 30, 2025 December 31, 2024
Sold as of January 1 - -
Subsidies regarding assets 739,530 -
Subsidies registered as income corresponding to the calculated
depreciation
(23,966) -
Final sale 715,564 -

Government subsidies are for the purchase of certain types of fixed assets. There are no unmet or unforeseen conditions related to these subsidies.

24. LIABILITIES FROM LEASING CONTRACTS

Leasing contracts in which the Company is the lessee. The Company rents land and office spaces. Leasing contracts usually run for a period of between 5 and 10 years. In addition, the Company rents transportation vehicles. Leasing contracts generally run for a period of 5 years.

Leasing contracts do not transfer ownership rights over the underlying asset at the end of the leasing term.

Renewal and extension of the term must be agreed upon by both parties by signing an additional act.

The Company has determined the marginal borrowing rate based on the interest rate applied by financial institutions to similar entities for loans with the same characteristics as the leasing contracts (in terms of currency and maturity).

The Company includes in the auto leasing payments the costs incurred in connection with the lease that are not part of the cost of the leased asset associated with the right of use (such as maintenance or insurance).

Below are presented details regarding the leasing contracts in which the Company is the lessee.

(i) Asset related to the right of use

The asset related to the right of use linked to the leased properties (buildings) is presented as tangible fixed assets.

2025 Land and buildings Equipment
(transport vehicles)
Total
Balance at 1 January 1,421,052 354,686 1,775,739
Depreciation
Reclassification of underlying assets to right-of-use assets in
(272,912) (105,520) (378,432)
leases - - -
Cumulative depreciation on outflows 258,079 190,621 448,700
Additions of right-of-use assets 110,203 - 110,203
Disposals of right-of-use assets (737,734) (190,621) (928,355)
Disposals of right-of-use assets (Reclassifications to underlying
assets to right-of-use assets in leases)
- - -
Balance at 30 September 778,688 249,166 1,027,854
2024 Land and buildings Equipment
(transport vehicles)
Total
Balance at 1 January 1,991,627 516,560 2,508,187
Depreciation
Reclassification of underlying assets to right-of-use assets in
(303,023) (121,406) (424,429)
leases - - -
Cumulative depreciation on outflows - - -
Additions of right-of-use assets (170,706) - (170,706)
Disposals of right-of-use assets
Disposals of right-of-use assets (Reclassifications to underlying
- - -
assets to right-of-use assets in leases) - - -
Balance at 30 September 1,517,898 395,154 1,913,052

24. LIABILITIES FROM LEASING CONTRACTS (continued)

(ii) Amounts recognised in profit or loss

2025 2024
Interest on leases 54,063 100,050
(iii)
Values recognised in the cash flow statement
2025 2024

Cash outflows related to leases 507,313 704,170

The Company registers leases having as main object means of transport, showrooms and office spaces.

25. PROVISIONS FOR RISKS AND CHARGES

Returns and other
provisions
Employee benefits -
pensions
Total
Balance at December 31, 2024 34.713 80.461 115.174
Provisions established during the period
Provisions reversed during the period
Provisions reclassified to trade and other payables
-
-
-
-
13,555
-
-
13,555
-
Balance at September 30, 2025 34,713 66,906 101,619
Long-term
Current
-
34,713
66,906
-
66,906
34,713
Returns and other
provisions
Employee benefits -
pensions
Total
Balance at December 31, 2023 41,153 96,962 138,115
Provisions established during the period
Provisions reversed during the period
Provisions reclassified to trade and other payables
-
-
-
-
12,992
-
-
12,992
-
Balance at September 30, 2024 41,153 83,970 125,123
Long-term - 83,970 83,970

Warranties

The provisions for warrantiesin amount of Lei 34,713 (Lei 34,713 at December 31, 2024) were set up taking into account the expenses related to the service activity for agricultural machinery in the 2-year warranty period.

Employee benefits – pension provision

The provisions in amount of Lei 66,906 (Lei 80,461 at December 31, 2024) are set up for the benefits granted to the employees at the end of the employment contract once they retire as a result of some provisions of the collective employment contract.

26. TRADE PAYABLES

September 30, 2025 December 31, 2024
Internal and external suppliers 2,017,362 1,797,679
Payables for distributors' commissions - -
Investment providers 38,793 45,553
Suppliers – invoices not received 141,125 266,209
Total 2,197,279 2,109,441

27. OTHER PAYABLES

September 30, 2025 December 31, 2024
Salaries and related social contributions 770,006 634,265
Other debts (VAT payment and guarantees) 574,284 313,661
Dividends to be paid - -
Advances received 43,047 25,919
Total 1,387,336 973,844

Other liabilities included in the balance as of September 30, 2025, contain provisions for unused vacations amounting to 0 lei (40,032 lei as of December 31, 2024), provisions for sales team commissions amounting to 67,403 lei (108,663 lei as of December 31, 2024).

Dividends that have not been claimed within 3 years from the declaration date shall be forfeited according to the law, except for amounts seized by tax authorities.

No dividends were allocated or distributed in 2025.

28. CASH FLOW INFORMATION

The method used in the presentation of the Cash Flow Statement is the direct method.

The Cash Flow Statement presents cash inflows and outflows classified by operating, investing, and financing activities, thus highlighting how the Company generates and uses cash and cash equivalents.

In the context of preparing the Cash Flow Statement:

  • cash flows are cash receipts and payments and cash equivalents;
  • cash includes available funds from banks and cash registers;
  • cash equivalents include deposits made at banks, checks, and promissory notes deposited at banks for collection.

The cash flows arising from transactions conducted in foreign currency are recorded in the functional currency by applying the exchange rate between the functional currency (leu) and the foreign currency on the value in foreign currency at the date of the cash flow event (the date payments and receipts are made).

Gains and losses arising from fluctuations in exchange rates are not cash flows. However, the effect of changes in exchange rates on cash and cash equivalents held or owed in foreign currency is reported in the cash flow statement, but separately from cash flows from operations, investing, and financing, in order to reconcile cash and cash equivalents at the beginning and end of the reporting period.

The operating activity is the main cash generating activity of the Company.

The level of cash and cash equivalents registered at 30.09.2025 is Lei 180,249. The military aggression of the Russian Federation against Ukraine had a major impact on the European and international markets, especially on the grain and food products market. The impossibility of Ukraine to export its products on the traditional markets and the transit corridors offered by the neighbouring countries, including Romania, caused strong imbalances on the grain market and in general on the food products market, with a major impact on the farmers who were forced to sell their products at prices very close to or even below the cost level, with a direct impact on their ability to invest in new agricultural machinery.

Nevertheless, management continues to have a reasonable expectation that the Company will recover in 2025 (also based on the measures taken lately) and will have sufficient financial resources of its own to ensure financial stability.

29. FINANCIAL INSTRUMENTS

Overview

The Company is exposed to the following risks from the use of financial instruments:

  • credit risk
  • liquidity risk
  • market risk

These notes present information on the Company's exposure to each of the aforementioned risks, the Company's objectives for risk assessment and management, and the procedures used for capital management.

The Company's management has as permanent objectives the analysis of the future impact of the military conflict against Ukraine on the financial performance and taking appropriate measures to reduce the related risks.

General framework for risk management

The Company's risk management policies are defined in such a way as to ensure the identification and analysis of the risks faced by the Company, the establishment of appropriate limits and controls, as well as the monitoring of risks and compliance with established limits.

The risk management policies and systems are regularly reviewed to reflect changes in market conditions and in the Company's activities. The Company, through its standards and procedures of training and management, wants to develop an orderly and constructive control environment, within which all employees understand their roles and obligations.

The Company's internal auditor shall carry out standard and ad-hoc tasks of reviewing the controls and risk management procedures, the results of which are presented to the Board of Directors.

i) Credit risk

The treatment of counterparty risk is based on internal and external success factors to the Company.

The financial assets, which may subject the Company to the risk of collection, are mainly trade receivables and cash availability. The Company has put into practice a series of policies (creditworthiness check, financial rating, payment incidents and obtaining checks and promissory notes) that ensure that the sale of products is made to customers with an appropriate collection. The value of the gross receivables represents the maximum amount exposed to the risk of collection. The situation of receivables by seniority is presented in Note 18, Receivables.

Credit risk is the risk that the Company incurs a financial loss as a result of the failure of a client or counterparty to a financial instrument to perform contractual obligations, and this risk results mainly from the Company's trade receivables.

29. FINANCIAL INSTRUMENTS (continued)

i) Credit risk (continued)

General framework for risk management (continued)

The Company does not have a significant concentration of credit risk. The Company applies specific policies to ensure that the sale of products and services is carried out in such a way that the commercial credit granted is appropriate and continuously monitors the age of receivables. In this regard, measures have been taken to verify the creditworthiness of customers and the Company's exposure to credit risk, as well as to negotiate partnerships with non-banking financial institutions financing entities.

The Company considers the following are events of default for the purposes of internal credit risk management because historical experience indicates that financial assets that meet any of the following criteria are generally not recoverable:

  • when there is a breach of financial agreements by the debtor;
  • information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (disregarding any collateral held by the Company).

Regardless of the above analysis, the group considers default to have occurred when a financial asset is more than 180 days past due, unless the group has reasonable and reliable information to prove that another delay criterion is more appropriate.

The company writes off a financial asset when there is information indicating that the debtor is in severe financial distress and there is no realistic prospect of recovery, e.g. when the debtor was placed in liquidation. Written off financial assets may still be subject to enforcement in accordance with the group's recovery procedures, taking into account legal advice where appropriate. Any recoveries made are recognized in profit or loss.

Cash and cash equivalents are placed only in leading banking institutions, considered to have a high solvency.

Exposure to credit risk

The carrying amount of financial assets is the maximum exposure to credit risk. The maximum exposure to credit risk at the reporting date was:

September 30, 2025 December 31, 2024
Gross trade receivables 4,023,408 4,265,505
Expected credit losses for receivables (472,274) (1,736,797)
Net trade receivables 3,551,134 2,528,708
Other receivables 979,425 169,447
Investment securities - 304,186
Cash, current accounts and deposits placed with banks 180,249 445,730
Total 4,710,808 3,448,071

29. FINANCIAL INSTRUMENTS (continued)

i) Credit risk (continued)

2025 2025 2024 2024
Stages 1 and 2 Stage 3 Stages 1 and 2 Stage 3
Opening balance at 1 January (153,907) (1,582,889) (429,430) (1,800,067)
Set-ups - (1,372,730) - (1,566,195)
Reversals - 108,207 248,477 1,555,740
Closing balance (153,907) (318,366) (180,953) (1,810,522)

On the domestic market, the Company collaborated with as much as 5 distributors acrossthe country, the most important ones being located in predominantly agricultural areas.

On the foreign market, the sales volume accounted for 1% of turnover. In this market, the connection with traditional customers who know and promote the Company's products is maintained. Credit risk, including the country risk in which the client operates, is managed on each business partner. When it is considered necessary, specific instruments are required to mitigate the credit risk, respectively advance payments from customers, before the delivery of goods. These are presented in the financial statements as Other payables, advances received.

The Company has established a credit policy according to which each new customer is analysed individually from the point of view of creditworthiness and in some cases, it requires references provided by banks before firm sales contracts are concluded.

For the purpose of monitoring the credit risk related to customers, they are grouped according to the characteristics of the credit risk, taking into account their classification as legal or natural persons, internal or external customers, age, maturity and the existence of previous financial difficulties. Customers classified as having a high risk are monitored, and future sales are made on the basis of advance payments or using various banking instruments to guarantee receipts.

In order to prevent the impact of the military conflict against Ukraine on the clients' creditworthiness and to limit the exposure to clients who could be severely affected, the Company carefully monitors and periodically evaluates (with a higher frequency) their financial standing.

At September 30, 2025, the net carrying amounts of cash and cash equivalents, suppliers and customers, short-term commitments and liabilities approximated their fair values due to short-term maturities.

ii) Liquidity risk

Liquidity risk is the risk that the Company encounters difficulties in fulfilling the obligations associated with financial liabilities that are settled in cash. The Company's approach to liquidity risk is to ensure, as far as possible, that it has sufficient liquidity at all times to pay debts when they become due, both under normal and difficult conditions, without incurring significant losses or jeopardizing the reputation of the Company.

In general, the Company ensures that it has sufficient cash to cover the expected operating expenses, including the payment of financial obligations.

For the purpose of managing liquidity risk, cash flows are monitored and analysed weekly, monthly, quarterly and annually in order to establish the estimated level of net changes in liquidity.

29. FINANCIAL INSTRUMENTS (continued)

iii) Market risk

The Romanian economy is constantly developing, and there is a lot of uncertainty about the possible outlook of politics and economic development in the future. The Company's management cannot foresee the changes that will take place in Romania and their effects on the financial standing, on the operating results and on the Company's cash flows.

Currency risk

The Company is exposed to foreign exchange risk through its sales, acquisitions, availability and loans that are denominated in currencies other than the Company's functional currency, however the currency in which most transactions are carried out is RON.

The currencies that expose the Company to this risk are mainly EUR. The resulting differences are included in the Statement of Comprehensive Income and do not affect the cash flow until the settlement of the debt. At September 30, 2025, the Company holds cash, trade receivables and trade payablesin foreign currency, the rest of the financial assets and financial liabilities are denominated in RON.

September 30, 2025 EUR
(1 EUR = 5.0811)
RON
1 RON
TOTAL
Cash, current accounts and deposits with banks
Financial assets measured at fair value through profit
3,175 158,858 180,249
or loss
Trade and other receivables
-
-
-
4,530,559
-
4,530,559
Total financial assets 3,175 4,689,418 4,710,808
September 30, 2025 EUR
(1 EUR = 5.0811)
RON 1 RON TOTAL
Bank loans - (2,983,534) (2,983,534)
Lease loans (1,121,367) - (1,121,367)
Trade and other payables (788,594) (2,796,021) (3,584,616)
Total financial liabilities (1,909,962) (5,779,556) (7,689,517)
EUR RON
December 31, 2024 (1 EUR = 4.9741) 1 RON TOTAL
Cash, current accounts and deposits with banks
Financial assets measured at fair value through profit
4,799 440,931 445,730
or loss - 304,186 304,186
Trade and other receivables 7,587 2,690,568 2,698,155
Total financial assets 12,386 3,435,685 3,448,071
December 31, 2024 EUR
(1 EUR = 4.9741)
RON 1 RON TOTAL
Bank loans (421,077) (4,523,790) (4,944,867)
Lease loans (1,874,434) - (1,874,434)
Trade and other payables (859,871) (2,223,414) (3,083,285)
Total financial liabilities (3,155,381) (6,747,204) (9,902,585)

29. FINANCIAL INSTRUMENTS (continued)

iii) Market risk (continued)

The Company has not concluded hedging contracts regarding obligations in foreign currency or exposure to interest rate risk.

The impact on the Company's profit of a change of ± 5% of the RON/EUR exchange rate, at September 30, 2025, all other variables remaining constant, is Lei ±80,085 (December 31, 2024: Lei ±132,006).

Interest rate risk

The Company is exposed to interest rate risk (i.e. ROBOR 3M for credit lines in LEI, EURIBOR 6M for the investment loan). The change in the market interest rate directly affects the income and expenses of variable interest-bearing financial assets and liabilities, as well as the fair value of those bearing fixed interest rates.

At September 30, 2025 and December 31, 2024, most of the Company's assets and liabilities bear no interest. As a result, the Company is not significantly affected by the risk of interest rate fluctuations.

The Company does not use derivatives to protect itself from interest rate fluctuations, the interest rate risk being insignificant.

Sensitivity analysis

The impact on the Company's net profit of a +/- 100 BP change in the interest rate of floating interest rate bearing assets and liabilities and expressed in other currencies corroborated with a change of +/- 500 BP in the interest rate of floating interest rate bearing assets and liabilities and expressed in Lei is Lei -/+125,308 at September 2025, 2025 (December 31, 2024: Lei -/+193,536).

iv) Capital management

The Company's objectives in capital management are to ensure the protection and capability to reward its shareholders, to maintain an optimal capital structure to reduce capital costs.

The Company monitors the amount of capital raised based on the degree of indebtedness. This rate is calculated as the ratio between net liabilities and total capital. Net liabilities are calculated as total net cash liabilities. Total capital is calculated as equity to which net liabilities are added.

September 30, 2025 December 31, 2024
Financial liabilities 7,689,517 9,902,585
Cash, current accounts and deposits with banks
Financial assets measured at fair value through profit or loss
Financial assets measured at amortised cost
180,249
-
-
445,730
304,186
-
Net financial liabilities 7,509,267 9,152,669
Equity 43,558,557 47,273,774
Net liability ratio (0.17) (0.19)

The Company's management does not estimate difficulties in honouring the commitments towards the shareholders and the obligations towards third parties, the availability of present and future liquidity being in line with the limits imposed by the regulations and sufficient to cover the payments in the next period.

30. COMMITMENTS AND CONTINGENCIES

(a) Taxation

The Romanian tax system is in a phase of consolidation and harmonization with the European legislation. However, there are still different interpretations of the tax law. In certain situations, the tax authorities may treat certain aspects differently, proceeding to the calculation of additional taxes and fees and the related interest and late payment penalties (0.05% per day). In Romania, the tax year remains open for tax verification for 5 years. The Company's management considers that the tax obligations included in these financial statements are appropriate.

(b) Commitments

On September 30, 2025, the Company has issued 1 guarantee letter related to suppliers of goods, ASKO SINAI (Basak), as follows:

Bank Beneficiary Value Currency Date of issue Due date
Transylvania Bank ASKO SINAI (Basak) 450,000 Euro 27.05.2025 02.05.2028

Bank guarantee letter is secured with a mortgage on 2 fixed assets (land and buildings), a Bystronic laser equipment, with a net book value of 2,523,132 lei as of September 30, 2025 (December 31, 2024: 2,678,660 lei).

(c) Insurances concluded

At September 30, 2025, the Company concluded insurance policies for tangible assets.

(d) Court actions

The Company is the subject of a number of court actions resulting from the normal course of its activity, especially related to the recovery of receivables with clients.

In addition to the amounts already recorded in these financial statements, impairment allowances for receivables and described in the notes, the amounts related to other legal actions are recognized when a final and irrevocable decision is obtained or when payments are received.

The management estimates that the outcome of these lawsuits will not have an impact on the financial position of the Company.

(e) Quality - environment compliance program

The Company has implemented the "Quality-Environment" Integrated Management System certified by the external auditor TÜV THÜRINGEN for ISO 9001: 2015 and ISO 14001: 2015. The certificate is for the application of the requirements corresponding to the reference standards has been demonstrated and is certified, according to the certification procedures.

31. RELATED PARTIES

Evergent Investments SA is the majority shareholder of Mecanica Ceahlău SA, owning 73,3020 % of the total operations. The Company is part of the consolidation perimeter of Evergent Investments SA.

NEW CARPATHIAN FUND is a significant shareholder in Mecanica Ceahlău SA, owning 20,2068 % of the total shares.

Details about other parties affiliated with Mecanica Ceahlău SA: Transport Ceahlău SRL.

The related parties to the Company and the relationships therewith are presented below:

Entity The nature of the relationship
-------- --------------------------------

Evergent Investments SA Parent company New Carpathian Fund Significant shareholder

Transport Ceahlău SRL Related party

31. RELATED PARTIES (continued)

No transactions, amounts due to and receivable from Evergent Investments SA have been identified.

No transactions, amounts due to and receivable from NEW CARPATHIAN FUND have been identified.

The participation interests that the Company holds at September 30, 2025 in Transport Ceahlău SRL are presented as follows:

September 30, 2025 December 31, 2024
Unlisted shares at 1 January 51,000 51,000
Purchases - -
Disposals
Impairment allowances
-
51,000
-
51,000
Balance at 31 December - -

The main object of activity of Transport Ceahlău SRL is the road transport of goods, but the share of the activity carried out is represented by general mechanics operations.

The status of movements of shares at September 30, 2025 is as follows:

Percentage of ownership
Date of purchase Date of sale September 30, 2025 December 31, 2024
Transport Ceahlău SRL 2004 - 24.28% 24.28%

Information on transactions with related parties

During 2025, the Company had no transactions with Transport Ceahlău SRL.

The status of amounts receivable from and payable to Transport Ceahlău is as follows:

September 30, 2025 December 31, 2024
Other receivables 113,817 113,817
Adjustment for other receivables (113,817) (113,817)
Other net receivables - -
Trade payables - -

The Company applies the same internal policies in contractual relations with related parties as in relations with other contractual partners with which the Company is not in special relations.

At the end of the reporting period, the following balances are related to transactions with related parties:

September 30, 2025 December 31, 2024
EVER IMO SA – same majority shareholder
Lease liabilities - 514,232
Trade payables - -
Other payables - -
Warranty granted (20,430) (20,430)

During the reporting period, the following transactions with related parties were carried out, mainly represented by rents.

31. RELATED PARTIES (continued)

Information on transactions with related parties (continued)

In LEI 2025 2024
EVER IMO SA (former REUNITE WEAVING SA)
Interest expenses related to leases 5,454 10,590
Other operating expenses 25,534 35,142
Depreciation related to leases 31,065 53,767

Transactions with key management personnel

The key management staff is represented by:

  • Mr. Sorin Moleșag Chief Executive Officer
  • Mrs. Gabriela Pepene Chief Financial Officer
  • Mr. Ioan Moraru Sales Manager

Loans to key management personnel

The Company has not granted advances, credits or loans to the members of the administrative, management and supervisory bodies at September 30, 2025.

Benefits of key management personnel

The salary rights of the officers and managers are established by the Board of Directors in accordance with the legal provisions and the management contracts.

a) Salaries and social security

September 30, 2025 September 30, 2024
Executive management 665,802 661,635
Members of the Board of Directors 386,993 382,813
Total 1,052,795 1,044,448

b) Salary and social security-related liabilities

September 30, 2025 September 30, 2024
26,341 27,338
24,884
51,746 52,222
25,405

The financial statements were authorized for approval by the Board of Directors on November 10, 2025 and were signed on its behalf by:

ION SORIN MOLEȘAG, GABRIELA PEPENE,
CHIEF EXECUTIVE OFFICER CHIEF FINANCIAL OFFICER

STATEMENT

According to the provisions of Law 24/2017 and Regulation 5/2018 of the ASF, the undersigned Sorin Ion Molesag – Chief Executive Officer and Gabriela Pepene – Chief Financial Officer, responsible with the drafting of the Financial Statement on September 30, 2025, we declare the following:

  • The Financial Statements on September 30, 20225 were drafted in accordance with the International Financial Reporting Standards ("IFRS") adopted by the European Union, in accordance with the requirements of Romanian accounting rules regulated by the Accounting Law no. 82/1991 republished and updated, of the Order 2844 of 2016 on the approval of the Accounting Regulations in compliance with the International Financial Reporting Standards;
  • The Financial Statements on September 30, 2025 offer an accurate and conform image with the reality of assets, obligations, financial positions, profit and loss account, the company develops its activity in continuity conditions;
  • The Report of the Management Board consists of an accurate analysis of the development and performances of the company, as well as a description of the main risks and uncertainties specific to the developed activities:
  • We do not have knowledge, at the date of this statement, of other information, events, circumstances that could significantly alter the above made statements;

This statement was made today, 10.11.2025, at the headquarters of Mecanica Ceahlau SA,

Chief Executive Officer Chief Financial Officer,

Sorin Ion MolesagGabriela Pepene

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