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Shelly Group SE

Annual / Quarterly Financial Statement May 30, 2023

2562_10-q_2023-05-30_a2c9dd7d-b516-43ac-a58b-5e28ea393ab6.pdf

Annual / Quarterly Financial Statement

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ALLTERCO AD

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023

(Unofficial translation of the original in Bulgarian)

All amounts are in thousand Bulgarian leva unless otherwise stated

ASSETS Note March 31,
2023
December 31,
2022
Non-current assets
Property, plant and equipment 3.01 5 238 4 653
Intangible assets 3.02 4 701 4 220
Right-of-use assets 3.03 270 296
Goodwill 3.04 4 117 160
Investments in associates 3.05 192 158
Other capital investments 3.06 865 830
Trade receivables 3.07 1 027 1 027
Deferred tax assets 3.08 357 348
Total non-current assets 16 767 11 692
Current assets
Inventory 3.09 20 892 23 002
Trade receivables 3.10 24 150 21 647
Other receivables 3.11 1 522 3 622
Short-term financial assets 3.12 - 175
Cash and cash equivalents 3.13 33 549 28 148
Prepaid expenses 3.14 497 512
Total current assets 80 610 77 106
TOTAL ASSETS 97 377 88 798

Date: May 15, 2023

Preparer: Silviya
Ivanova
Tomova
Digitally signed
by Silviya
Ivanova Tomova
Date: 2023.05.15
16:11:24 +03'00'
Executive Director: Dimitar
Stoyanov
Dimitrov
Digitally signed by
Dimitar Stoyanov
Dimitrov
Date: 2023.05.15
17:59:18 +03'00'
/
Silviya Ivanova Tomova/
/ Dimitar Stoyanov Dimitrov/

The consolidated statement of financial position shall be read together with the accompanying notes on pages 7-65. The notes are an integral part of these separate financial statements.

All amounts are in thousand Bulgarian leva unless otherwise stated

LIABILITIES Note March 31,
2023
December 31,
2022
Non-current liabilities
Bank loans 3.15 1 359 1 488
Lease liabilities 3.16 312 157
Retirement benefit obligations 3.17 112 112
Total non-current liabilities 1 783 1 757
Current liabilities
Bank loans 3.15 725 668
Lease liabilities 3.16 152 161
Trade payables 3.18 4 042 1 891
Payables to employees 3.19 1 197 1 837
Payables to social security obligations 3.19 311 204
Tax payables 3.20 2 421 2 074
Other liabilities 3.21 1 583 1 098
Deferred income 28 36
Total current liabilities 10 459 7 969
TOTAL LIABILITIES 12 242 9 726
EQUITY
Share capital 3.22 18 000 18 000
Purchased own shares (780) (780)
Retained earnings 3.23 59 951 55 117
Legal reserves 3.24 2 804 1 800
Premium reserve 3.25 5 403 5 403
Revaluation reserve 3.26 (472) (507)
Exchange differences from translation of foreign
subsidiaries' financial statements 475 39
Equity, related to the holders of the equity of
the parent company
85 381 79 072
Non-controlling interests (246) -
TOTAL EQUITY 85 135 79 072
TOTAL EQUITY AND LIABILITIES 97 377 88 798

Date: May 15, 2023

Preparer: Silviya
Ivanova
Tomova
Digitally signed by
Silviya Ivanova
Tomova
Date: 2023.05.15
16:12:55 +03'00'
Executive Director: Dimitar
Stoyanov
Dimitrov
Digitally signed by
Dimitar Stoyanov
Dimitrov
Date: 2023.05.15
18:02:31 +03'00'
/
Silviya Ivanova Tomova/
/ Dimitar Stoyanov Dimitrov/

The consolidated statement of financial position shall be read together with the accompanying notes on pages 7-65. The notes are an integral part of these separate financial statements.

ALLTERCO AD CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED MARCH 31, 2023 UIC 201047670

All amounts are in thousand Bulgarian leva unless otherwise stated

Three Three
Note months of months of
2023 2022
Sales revenue 4.01 27 608 17 150
Cost of sales 4.01 (12 641) (7 883)
Gross profit 14 967 9 267
Other operating income 4.02 41 398
Sales expenses (734) (733)
Administrative expenses 4.03 (6 829) (4 289)
Other operating expenses 4.04 (221) (107)
Profit from operating activity 7 224 4 536
Finance expense 4.05 (241) (44)
Share of associated companies' profit 3.07 34 6
Profit before tax 7 017 4 498
Income tax expense 4.06 (1 095) (589)
Income tax expense 5 922 3 909
Other comprehensive income:
Items, that will not be reclassified to profit or
loss
Other long-term capital instruments 35 (205)
Exchange differences from translation of foreign
subsidiaries' financial statements
(12) 46
Effect of business combination 448 -
Other comprehensive income for the period 471 (159)
after taxes
TOTAL COMPREHENSIVE INCOME FOR
THE PERIOD
6 393 3 750
Net profit related to:
The owners of the parent company 6 036 3 909
Non-controlling interests (114) -
Other comprehensive income related to:
The owners of the parent company 471 (159)
Non-controlling interests - -
Total comprehensive income related to:
The owners of the parent company 6 507 3 750
Non-controlling interests (114) -
Earnings per share 0.33 0.22

Date: May 15, 2023

Prepared by: Silviya
Digitally signed by
Silviya Ivanova
Ivanova
Tomova
Date: 2023.05.15
Tomova
16:13:47 +03'00'
Digitally signed by
Dimitar
Dimitar Stoyanov
Stoyanov
Dimitrov
Executive Director:
Date: 2023.05.15 18:02:50
Dimitrov
+03'00'
/ Silviya Ivanova Tomova/ / Dimitar Stoyanov Dimitrov/

The consolidated statement of comprehensive income shall be read together with the accompanying notes on pages 7-65. The notes are an integral part of these consolidated financial statements.

ALLTERCO AD CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED MARCH 31, 2023 UIC 201047670

All amounts are in thousand Bulgarian leva unless otherwise stated

Share
capital
Retained
earnings
Revalu
ation
reserve
Premiu
m
reserve
Legal
reserves
Repurcha
sed own
shares
Exchange
differences
from
translation of
foreign
subsidiaries'
financial
statements
Total Non
controlling
interests
Total equity
Balance at January 1, 2022 18 000 39 324 1 036 5 403 1 800 - (61) 65 502 - 65 502
Total comprehensive income,
net, incl.
- 17 433 (1 383) - - - 100 16 150 - 16 150
Net profit - 17 433 - - - - - 17 433 - 17 433
Other comprehensive income - - (1 439) - - - 100 (1 339) - (1 339)
Deferred tax - - 56 - - - - 56 - 56
Repurchased own shares (40
000 shares)
- - - - - (780) - (780) - (780)
Dividends (BGN 0.10 per share) - (1 800) - - - - - (1 800) - (1 800)
Other adjustments - 160 (160) - - - - - - -
Balance at December 31, 2022 18 000 55 117 (507) 5 403 1 800 (780) 39 79 072 - 79 072
Balance at January 1, 2023 18 000 55 117 (507) 5 403 1 800 (780) 39 79 072 - 79 072
Total comprehensive income,
net, incl.
- 6 036 - - - - - 6 036 (114) 5 922
Net profit - 6 036 - - - - - 6 036 (114) 5 922
Other comprehensive income - - 35 - - - (12) 23 - 23
Effect of business combination - (1 202) - - 1 004 - 448 250 (132) 118
Balance at March 31, 2023 18 000 59 951 (472) 5 403 2 804 (780) 475 85 381 (246) 85 135

Date: May 15, 2023

Silviya Digitally signed by
Silviya Ivanova
Prepared by: Ivanova
Tomova
Tomova
Date: 2023.05.15
16:14:49 +03'00'
Executive Director:
Dimitar
Stoyanov
Dimitrov

Digitally signed by Dimitar Stoyanov Dimitrov Date: 2023.05.15 18:03:10 +03'00'

/ Silviya Ivanova Tomova/ / Dimitar Stoyanov Dimitrov/

The consolidated statement of changes in equity shall be read together with the accompanying notes on pages 7-65. The notes are an integral part of these consolidated financial statements

ALLTERCO AD CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED MARCH 31, 2023 UIC 201047670

All amounts are in thousand Bulgarian leva unless otherwise stated

Three Three
Note months of months of
2023 2022
Cash flows from operating activities
Proceeds from customers 26 208 15 752
Payments to suppliers (12 653) (11 336)
Taxes paid 834 (874)
Payments to employees and social security
institution (4 053) (3 167)
Other payments, net (198) (43)
Net cash flows from operating activities 10 138 332
Cash flows from investing activities
Cash flows related to non-current tangible and
intangible assets (584) (433)
Loans granted (181) -
Proceeds from the sale of investments 167 -
Purchase of investments (3 942) (40)
Net cash flows from investing activities (4 540) (473)
Cash flows from financing activities
Lease payments (45) (76)
Loans received 58 -
Loans repaid (128) (127)
Cash flows related to interest and commissions (13) (14)
Other payments, net - (14)
Net cash flows used in financing activitie (128) (231)
Net increase/(decrease) in cash and cash 5 470 (372)
equivalents for the year
Net exchange differences (69) 24
Cash and cash equivalents at the beginning of
the year
28 148 30 541
Cash and cash equivalents at the end of the year
3.13
33 549 30 193

Date: May 15, 2023

Silviya Ivanova Digitally signed by
Silviya Ivanova Tomova
Dimitar Digitally signed by
Prepared by: Tomova Date: 2023.05.15
16:16:00 +03'00'
Executive Director: Stoyanov Dimitar Stoyanov
Dimitrov
Date: 2023.05.15
/ Silviya Ivanova Tomova/ / Dimitar Stoyanov Dimitrov/ Dimitrov 18:03:31 +03'00'

The consolidated statement of cash flows shall be read together with the accompanying notes on pages 7-65. The notes are an integral part of these consolidated financial statements

1.
2.
Information on the Group 9
Basis for preparation and accounting principles 11
2.1. Basis for preparation 11
2.2. Initial application of new and amended IFRSs 12
2.5. Comparative data 14
2.6. Transactions and balances 15
2.7. Accounting estimates and judgements 16
2.8. Subsidiaries and associated companies 16
2.9. Non-controlling interest 16
2.10. Consolidation 16
2.11. Definition and assessment of the items of the consolidated financial statements 17
2.11.1. Revenue 17
2.11.2. Expenses 18
2.11.3. Property, plant and equipment 19
2.11.4. Intangible assets 20
2.11.5. Goodwill 21
2.11.6. Other long-term equity investments 22
2.11.7. Investments in associated companies 22
2.11.8. Inventories 23
2.11.9. Financial instruments 23
2.11.10.Cash and cash equivalents 29
2.11.11. Lease 29
2.11.12. Provisions 31
2.11.13. Payables to employees 31
2.11.14. Share capital and reserves 32
2.11.15.Income tax expense 33
2.11.16. Earnings per share 34
2.11.17. Significant judgements in applying the Group's accounting policy. 34
2.11.18. Fair values 36
3. Notes to the consolidated statement of financial position 38
3.01. Property, plant and equipment 38
3.02.
3.03.
Intangible assets 39
Right-of-use assets 39
3.04. Goodwill 40
3.06 Other long-term capital investments 41
3.09
3.12
Inventory 42
Short-term financial assets 43
3.13 Cash and cash equivalents 44
3.16
3.25
Lease 46
Share premium reserve 49

4 Notes to the consolidated statement of comprehensive income 50
4.01 Sales revenue and cost of sales 50
4.02 Other operating revenue 50
4.03 Administrative expense 50
4.04 Other operating income 51
4.05 Financial expenses 51
4.06 Income tax expense 51
5. Contingent liabilities and commitments 52
6. С89?>< ENE E6ND;4A< ?<F4 53
7. Financial instruments by categories 54
8. Financial risk management 55
9. Fair values 63
10. Events after the end of the reporting period 64

All amounts are in thousand Bulgarian leva unless otherwise stated

1. Information on the Group

1.1. Legal status

Allterco AD (the Parent Company), Sofia, is entered in the Commercial Register of the Registry Agency with UIC (Unified Identification Code) as per BULSTAT: 201047670 and LEI code 8945007IDGKD0KZ4HD95. The Parent Company is with seat and registered office in Bulgaria, 1407 Sofia, 103 Cherni vrah Blvd. No changes to the company name, seat and registered office were made during the reporting period. The initial registered fixed capital was BGN 50 000 (fifty thousand) by contribution of shares. Subsequently by another contribution the capital was increased up to BGN 5,488,000 (five million four hundred and eighty-eight thousand), distributed in 5,488,000 ordinary registered voting shares with nominal value of BGN 1.00 each. At the end of 2015, the capital was increased to BGN 13,500 thousand through cash and non-cash contributions. At the end of 2016, the capital was increased to BGN 15,000 thousand after the successful Initial Public Offering on the Bulgarian Stock Exchange. In 2020, the capital was increased to BGN 18,000 thousand as a result of a procedure for Secondary Public Offering of a new issue of shares, carried out in the period September 28, 2020 – October 30, 2020 on the grounds of a Prospectus, together with the supplements to it, confirmed by the Financial Supervision Commission with Decision no. 148- of February 18, 2020, Decision no. 405-E of June 11, 2020, Decision no. 601-E of August 13, 2020 and Decision no. 791-E of October 29, 2020.

Since December 20216 the shares of Allterco AD are traded on the Bulgarian Stock Exchange and since November 22, 2021 the Company's shares are traded on the Frankfurt Stock Exchange.

The Parent Company is managed by the Board of Directors and is represented jointly or separately by Svetlin Todorov, Wolfgang Kirsch and Dimitar Dimitrov.

1.2.Ownership and managemen

The Allterco Group (the Group) includes Allterco AD (the Parent Company) and its subsidiaries, in which the Parent Company has controlling interest directly or through another subsidiary. Allterco AD is a public company in Bulgaria under the Public Offering of Securities Act.

The distribution of the share capital of Allterco AD as of March 31, 2023, is as follows:

Name Number of
shares:
% of the capita
Svetlin Todorov 5 847 120 32.48%
Dimitar Dimitrov 5 847 120 32.48%
Persons holding less than 5% of the capital
Other physical persons and legal entities 6 305 759 35.04%
Total 17 999 999 100.00%

All amounts are in thousand Bulgarian leva unless otherwise stated

On June 30, 2022, Allterco AD acquired 40,000 own shares at a price of BGN 19.50 per share, representing 0.22% of its registered capital through over-the-counter transactions (OTC transactions) from two independent shareholders.

The composition of the Board of Directors as at March 31, 2023 is as follows:

  • Gregor Bieler Chairman;
  • Nikolay Martinov Deputy Chairman;
  • Dimitar Dimitrov Executive Director and representative;
  • Wolfgang Kirsch Executive Director and representative;
  • Svetlin Todorov member of the Board of Directors and representative;

The members of the Board of Directors represent the Company jointly or separately

1.3. Scope of activities

The scope activity of Allterco AD includes the acquisition, management, evaluation and sale of participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, evaluation and sale of patents, assignment of licenses for the use of patents to companies in which the Parent Company participates; financing of companies in which the Parent Company participates. The Group includes companies engaged in the development, production and trading in smart (IoT) devices and real estate management

1.4.Group structure

КN@ 31.03.2023 7. DGC4F4 6>?юG64 А?F9D>B А < E?98A<F9 8NM9DA< 8DG:9EF64, 6 EFD4A4F4 < GG:5BBAFDB?<D4.

Company name March 31
2022
December 31
2022
Percentage of
participation
Percentage of
participation
In the country
ALLTERCO TRADING OOD (Ltd.) 100% 100%
ALLTERCO ROBOTICS EOOD (Solely-owned LLC) 100% 100%
ALLTERCO PROPERTIES EOOD (Solely-owned LLC) 100%
March 31
2022
December 31
2022
Company name Percentage of
participation
Percentage of
participation
Abroad
SHELLY USA (formerly ALLTERCO ROBOTICS INC),
USA
100% 100%
ALLTERCO EUROPE GMBH, Germany 100% 100%
GOAP, Slovenia 60% -

All amounts are in thousand Bulgarian leva unless otherwise stated

In the first quarter of 2022, Allterco AD increased the share capital of its subsidiary Allterco Robotics EOOD. The capital increase is intended to accelerate the development of new products, expand production capacity and enter new markets, as well as R&D activities. The share capital of Allterco Robotics EOOD was increased from BGN 1 500 000 to BGN 7 000 000 through subscription of new 5 500 000 company shares with a nominal value of BGN 1.00 each.

In 2022 Allterco AD has made an additional cash contribution amounting to BGN 1 834 thousand (USD 1 million) to its subsidiary Shelly USA, which was granted for a period of one year with an annual interest rate of 1.0%. In the fourth quarter of 2022, Allterco AD increased the capital of the subsidiary in the USA by BGN 921 thousand (USD 500 thousand) to BGN 973 thousand by the end of 2022, respectively as of March 31, 2023.

In November 2022, the subsidiary Allterco Robotics EOOD opened a branch in the Republic of Ireland.

On January 4, 2023 Allterco AD announced the completion of phase I of the acquisition of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica, ("GOAP=) representing the acquisition of 60% of acquiree's equity. The transaction is subject to share purchase agreements ("SPA"), which have been signed with all four GOAP shareholders. The total transaction price for phase I amounts to EUR 2 million (BGN 3.9 million) and is paid in cash. The acquisition price of the new subsidiary includes additional costs related to the transaction amounting to BGN 234 thousand.

The remaining 40% of the equity of GOAP, owned by the three owners – individuals, are subject to an options contract, which was signed along with the acquisition agreements. Under the options contract Allterco AD has an unconditional option to purchase (call option), whereas the sellers – conditional option to sell (put option) two packages of company shares (the exercise of any of the sellers' options is subject to achieving in the period 2023-2025 of specific minimum criteria for KPI, EBITDA and revenue). One of the options is for the acquisition of 16%, whereas the other is for the acquisition of 24% of the equity of GOAP. The total price for the shares upon exercise of the options depends on the extent of realization of the conditions for this and may vary between EUR 699 999.70 (BGN 1 369 080.41) and EUR 3 449 998.60 (BGN 6 747 610.76).

In the reporting quarter of 2023, Allterco AD granted a cash loan amounting to BGN 978 thousand (EUR 500 thousand) of the subsidiary GOAP Računalniški inženiring in avtomatizacija proces d.o.o., Nova Gorica

2. Basis for preparation and accounting principles

2.1. Basis for preparation

The Group keeps its current accounting and prepares its financial statements in accordance with the

All amounts are in thousand Bulgarian leva unless otherwise stated requirements of the Bulgarian commercial and accounting legislation.

These consolidated financial statements have been prepared in accordance with the requirements of theInternational Accounting Standards (IAS), published by the International Accounting Standards Board (IASB) and adopted by the European Union.

As of March 31, 2023 IASs comprises the International Financial Reporting Standards (IFRS) and the

interpretations of the International Financial Reporting Interpretations Committee (IFRIC), approved by the

International Accounting Standards Board (IASB), and the International Accounting Standards and Interpretations of the Standing Interpretations Committee (SIC), approved by the International Accounting Standards Committee (IASC) and adopted by the European Union (EU).

IASB annually issues the standards and their explanations, which, after formal approval by the European Union, are effective for the year for which they were issued. However, many of these standards are not applicable to the Group's activities due to the specifics set in them.

2.2. Initial application of new and amended IFRSs

2.2.1. Standards effective for the current reporting period

The Group's management has complied with all standards and interpretations that are applicable to its activity and have been officially adopted by the EU as of the date of preparation of these consolidated financial statements.

The following amendments to the existing standards issued by the International IASB and adopted by the EU

are effective for the current reporting period.

  • IFRS 17 Insurance Contracts including amendments to IFRS 17 adopted by the EU on November 19, 2021 (effective for annual periods beginning on or after January 1, 2023);
  • Amendments to IFRS 17 Insurance contracts Initial Application of IFRS 17 and IFRS 9 Comparative Information (effective for annual periods beginning on or after January 1, 2023);
  • Amendments to IAS 1 Presentation of Financial Statements: Disclosure of Accounting policies adopted by the EU on March 2, 2022 (effective for annual periods beginning on or after January 1, 2023);
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates adopted by the EU on March 2, 2022 (effective for annual periods beginning on or after January 1, 2023);
  • Amendments to IAS 12 Income Taxes Deferred Tax related to Assets and Liabilities arising from a Single Transaction adopted by the EU on 11 August 2022 (effective for annual periods beginning on or after January 1, 2023).

All amounts are in thousand Bulgarian leva unless otherwise stated

2.2.2. New standards and amendments to the existing standards issued by IASB but not yet adopted by the EU

At present, IFRS as adopted by the EU do not significantly differ from regulations adopted by the International Accounting Standards Board (IASB) except for the following new standards and amendments to the existing standards, which were not endorsed for use in EU as at the date of publication of these financial statements (the effective dates stated below is for IFRS as issued by IASB):

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (effective for annual periods beginning on or after January 1, 2023);
  • IFRS 14 Regulatory Deferral Accounts (effective for annual periods beginning on or after January 1, 2016) - the European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard;
  • Amendments to IAS 1 Presentation of Financial Statements Non-current Liabilities with Covenants (effective for annual periods beginning on or after 1 January 2024);
  • Amendments to IFRS 16 Leases Lease Liability in a Sale and Leaseback (effective for annual periods beginning on or after 1 January 2024);
  • IFRS 14 Regulatory Deferral Accounts (effective for annual periods beginning on or after 1 January 2016) - the European Commission has decided not to launch the endorsement process of this interim standard and to wait for the final standard;
  • Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture and further amendments (effective date deferred indefinitely until the research project on the equity method has been concluded).

The Group anticipates that the adoption of these new standards and amendments to the existing standards will have no material impact on the financial statements of the Company in the period of initial application.

Hedge accounting for a portfolio of financial assets and liabilities whose principles have not been adopted by the EU remains unregulated.

According to the Company's estimates, the application of hedge accounting to a portfolio of financial assets or liabilities pursuant to IAS 39 Financial Instruments - Recognition and Measurement would not significantly impact the financial statements, if applied as at the reporting date.

2.3.Accounting principles

The consolidated financial statements of the Group have been prepared on the going concern principle, as it is

All amounts are in thousand Bulgarian leva unless otherwise stated expected that the Group shall continue its operating activity in near future.

A military conflict between Russia and Ukraine continues during the reporting period, but since the Group does not have transactions and accounts with customers from these two countries, management believes that this event is not expected to directly or indirectly affect the Group's results and financial position in the future. Management has no plans or intentions to sell the business or cease operations, which could materially change the carrying amount or classification of assets and liabilities reported in the consolidated financial statements. The assessment of assets and liabilities and the measurement of income and expenses is made in compliance with the historical cost principle. This principle is modified in specific cases by the revaluation of certain assets and/or liabilities to their fair value as of March 31 of the current year and December 31 of the previous year, as indicated in the relevant notes below

2.4. Functional and reporting currency

The reporting currency for the elements of the consolidated financial statements is the Bulgarian lev (BGN), which is the functional currency of Allterco AD.

The data in the elements of the consolidated financial statements and the notes thereto are presented in thousands of BGN, unless explicitly stated otherwise. The amounts over BGN 500 are rounded up to 1 thousand for disclosure in the consolidated financial statements and the notes.

The companies of the Group keep their accounting registers in the functional currency of the country in which they operate. The effects of exchange differences relating to the settlement of foreign currency transactions or the reporting of transactions in a foreign currency at rates that are different from those at which they were originally recognised shall be included in the statement of comprehensive income at the time they arise, treated as <other operating income and expenses= except those related to investments and loans denominated in foreign currency, which are presented as <finance income= and <finance expenses=. Non-monetary assets and liabilities originally denominated in a foreign currency are accounted for in a functional currency using the historical exchange rate at the date of the transaction and subsequently not revalued at a closing rat.

2.5. Comparative data

According to the Bulgarian accounting legislation and IAS, the financial year ends on December 31 and enterprises are required to present annual financial statements as of the same date, together with comparative data as of that date for the previous year.

All amounts are in thousand Bulgarian leva unless otherwise stated

If necessary, the data presented for the previous year are adjusted for better comparability with the data from

the current period.

2.6. Transactions and balances

A transaction in foreign currency is recognized initially in the functional currency by applying the foreign currency exchange rate (spot) between the functional currency and the foreign currency at the time of the transaction or operation.

At each date of financial statement preparation:

(a) monetary positions, receivables and payables denominated in foreign currency are recalculated into the functional currency using the exchange rate published by the BNB on the last business day of the respective month;

(b) non-monetary items held at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction, if an exchange rate other than that of the transaction (average monthly, daily or other) is applied; and

(c) non-monetary items held at fair value in a foreign currency are recalculated using the exchange rates at the date when the fair value was determined.

Foreign currency exchange differences are recognized in accordance with IAS 21 the Effects of Changes in Foreign Exchange Rates.

The items of the consolidated statement of financial position and consolidated statement of comprehensive income of foreign companies of the Group, using a functional currency other than Bulgarian lev, are retranslated into BGN to be included in the consolidated statement of the Group as follows:

  • All monetary and non-monetary assets and liabilities (including comparative information) are recalculated at the BNB closing exchange rate at the date of the relevant statement of financial position; Monetary positions in foreign currency as of December 31, 2021 and December 31, 2022 are retranslated in these financial statements at the closing exchange of the BNB. As of December 31, 2021 – BGN 1.72685 for 1 USD; BGN 1,95802 for 10 NOK and BGN 1,95583 for 1 EUR, and as of December 31, 2022 – BGN 1,83371 for 1 USD; BGN 1,86025 for 10 NOK; and BGN 1,95583 for 1 EUR)
  • The income and expense items of each comprehensive income statement are recalculated at the accounting date at the weighted average exchange rate for the accounting period;
  • All exchange rate differences obtained are recognized as other comprehensive income.
  • The cumulative amount of these exchange rate differences is presented in a separate component of equity until the foreign operation is disposed.
  • Share capital and other components of equity are translated using the historical rate, i.e. the exchange rate at the date of issue of share capital, or at the date of the associated transaction for other components of equity.

All amounts are in thousand Bulgarian leva unless otherwise stated 2.7. Accounting estimates and judgements

The application of the IAS requires the Company's management to apply certain accounting assumptions and judgments when preparing the annual separate financial statement and when determining the value of some of the assets, liabilities, income, expenses and contingent assets and liabilities.

All assessments are based on the management's best judgment as of the date of preparation of these financial statements. Actual results could differ from those presented in these financial statements.

In preparing these financial statements, the management used judgments related to the following items:

  • Right-of-use assets period of use of the assets and discount factor (Note 3.03)
  • Current and non-current receivables need for impairment (Note 3.07 and 3.10)
  • Retirement benefits obligations (Note 3.17)
  • Deferred tax assets (Note 3.08)
  • Provisions for warranty service (Note 3.21)

2.8. Subsidiaries and associated companies

Subsidiaries are the entities over which Allterco AD exercises control as defined in IFRS 10 Consolidated Financial Statements.

The parent-company (the investor) controls the investee company if it has:

  • Rights over the ownership of the subsidiary;
  • Rights over the variable returns from its participation in the subsidiar;
  • Ability to use its powers over the entity in order to influence the size of return on investment.

Subsidiaries are considered controlled starting from the date on which control is acquired by the Group and

they cease to be consolidated on the date when it is assumed that the control has been lost.

Associated company is a company in which the Group has significant influence on decisions regarding

operating and financial policies, but without being able to fully control those policies.

2.9. Non-controlling interest

Non-controlling interest is valued at the proportionate share of identifiable net assets at the acquisition date.

2.10. Consolidation

The consolidated financial statements of the Group include the financial statements of the parent company and the subsidiaries. All assets, liabilities, capital, income, expenses and cash flows of the group companies are presented as such as they belong to just one entity.

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 16 of 65 Subsidiaries are those entities that are controlled by the parent company. Control occurs when the parent

All amounts are in thousand Bulgarian leva unless otherwise stated

company exercises its rights on variable return arising from its participation in the subsidiary's capital and has the ability to influence this return from investment through its power. The consolidated financial statements have been prepared following the same accounting policies with respect to similar transactions and business facts of all companies in the Group. All mutual interests, as well as significant internal transactions, balances and unrealized gains in the Group are eliminated and the financial statements are prepared using the full consolidation method. The financial results of operations of the subsidiaries are included in the consolidated financial statements from the date of acquisition of control over them and cease to be consolidated from the date on which such control is lost. When a subsidiary is acquired as a result of an internal group restructuring, its net assets and financial result are included from the beginning of the earliest accounting period presented in the financial statements.

2.11. Definition and assessment of the items of the consolidated financial statements

2.11.1. Revenue

The Group recognises revenue from the following major sources:

• Sale of electronic devices

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when it transfers control of a product or service to a customer.

The Group sells electronic devices both to the wholesale market and directly to customers through its own website and through direct sales. Sales-related warranties associated with the products cannot be purchased separately and they serve as an assurance that the products sold comply with agreed-upon specifications. Accordingly, the Group accounts for warranties in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets (see Note 3.21).

For sales of electronic equipment to the wholesale market, revenue is recognised when control of the goods has transferred, being when the goods have been shipped to the wholesaler's specific location (delivery). Following delivery, the wholesaler has full discretion over the manner of distribution and price to sell the goods, and bears the risks of obsolescence and loss in relation to the goods. A receivable is recognised by the Group when the goods are delivered to the wholesaler as this represents the point in time at which the right to consideration becomes unconditional, as only the passage of time is required before payment is due.

For sales of goods to retail customers, revenue is recognised when control of the goods has transferred, being

All amounts are in thousand Bulgarian leva unless otherwise stated at the point the customer purchases the goods. Payment of the transaction price is due

when the customer receives the goods.

For internet sales, revenue is recognised when control of the goods has transferred to the customer, being at the point the goods are shipped to the customer's specific location. When the customer initially purchases the goods online the transaction price received by the Group is recognised as a contract liability until the goods have been delivered to the customer.

Under the Group's standard contract terms, customers have a right of return within 14 days. At the same time, the Group has a right to recover the product when customers exercise their right of return so consequently recognises a right to returned goods asset and a corresponding adjustment to cost of sales.

The Group uses its accumulated historical experience to estimate the number of returns on a portfolio level using the expected value method. It is considered highly probable that a significant reversal in the cumulative revenue recognised will not occur given the consistent level of returns over previous years.

Revenue from services

The Group reports revenue from services, complying with the commitments under the contract. Revenue from services is reported upon final completion of the services (by objects) recognized as performed

Other income/revenue

Other income and revenue are recognized when the right to receive them is established.

The Group of companies apply IFRS 15 and the management carefully examines its trade practices for possible changes at the time of revenue recognition. No change in the performance obligations and the price allocation in the contracts and revenue recognition is needed for the reporting period.

Depending on the nature of the activity and the contracts with customers, the management has assessed the categories of revenue breakdown and has disclosed them in Note 4.01

2.11.2. Expenses

Expenses for future periods shall be deferred for recognition as current expenses in the period in which the obligations under the contracts to which they refer, would be performed.

Financial expenses consist of interest expenses and other direct costs related to loans as well as bank fees and losses from foreign currency exchange.

All amounts are in thousand Bulgarian leva unless otherwise stated 2.11.3. Property, plant and equipment

Property, plant and equipment (non-current tangible assets) are presented in the financial statements at acquisition cost (cost price) less accumulated depreciation and impairment losses.

Initial recognition

Upon initial acquisition, property, plant and equipment are evaluated at acquisition cost (cost price), which includes the purchase price, including customs charges and any directly attributable costs of bringing the asset to working condition. The direct costs are as follows: costs of site preparation, costs of initial delivering and handling, installation costs, costs for personnel remuneration fees related to the project, non-refundable taxes, etc.

When acquiring property, plant and equipment on a deferred payment basis, the purchase price is equivalent to the present value of the liability, discounted on the basis of the interest rate on the borrowed resources of the Group with a similar maturity and purpose. The difference between the cash price equivalent and the total payment is recognized as interest over the course of the loan, unless it is capitalized in accordance with IAS 23.

Measurement after recognition

The approach chosen by the Group for the subsequent measurement of property, plant and equipment is the acquisition cost model - less any subsequent depreciation and any accumulated impairment losses. For all other classes of non-current tangible assets, the company has applied the acquisition cost mode.

Depreciation Methods

The Company uses the straight-line method of depreciation of non-current tangible assets. Depreciation of assets begins when they are available for use. The useful life by groups of assets is determined in accordance with: physical wear and tear, specifics of the equipment, future intentions for use and actual obsolescence. The useful life by classes of assets is as follows:

Vehicles 4 years
Buildings 25 years
Computer equipment 2-5 years
Office equipment 5- 6,67 years
Other non-current tangible assets 6,67 years

All amounts are in thousand Bulgarian leva unless otherwise stated

The determined useful life of non-current tangible assets is reviewed at the end of each year and, if significant

deviations are found against future expectations for the useful life of the assets, it is adjusted prospectively.

Derecognition of non-current tangible assets

The carrying amount of an item of property, plant and equipment is written off: when it is sold, when no other economic benefits are expected from its use, or when it is disposed.

Gains or losses arising on the derecognition of an item of property, plant and equipment are included in the statement of comprehensive income when the asset is written off. Gains and losses on disposals of non-current assets are determined when the proceeds from sale (disposal) are reduced by the book value of the asset and the costs related to the sale. They are stated net, to "Other operating income" in the statement of comprehensive income.

The amount of consideration to be included in the gain or loss arising from the derecognition of an item of property, plant and equipment is determined in accordance with the requirements for determining the transaction price in paragraphs 47–72 of IFRS 15. Subsequent changes to the estimated amount of the consideration included in the gain or loss shall be accounted for in accordance with the requirements for changes in the transaction price in IFRS 15

2.11.4. Intangible assets

Intangible assets are presented in the financial statements at acquisition price (cost price) less accumulated depreciation and impairment losses.

The Group applies a straight-line method of depreciation of intangible assets with a useful life of 2 years for the software products, 6.67 years for the software platform, 3 years for an ISO certificate.

The book value of the intangible assets is reviewed for impairment when there are events or changes in circumstances that indicate that the book value amount could exceed their recoverable amount. Then the impairment is included as an expense in the statement of comprehensive income.

Initial recognition

Externally generated intangible assets on their acquisition are measured at acquisition price, which includes purchase price, import duties, non-refundable taxes and expenses of preparing the asset for its intended use. The direct expenses are: costs of employee benefits (as defined in IAS 19) arising directly from bringing the

All amounts are in thousand Bulgarian leva unless otherwise stated asset to its working condition; professional fees arising directly from bringing the asset to its working

condition; costs of testing whether the asset is functioning properly, expenses for fees of persons related to the

project, non-refundable taxes, etc.

Intangible assets are recognized if they meet the definition of intangible assets set out in IAS 38 Intangible

Assets, namely:

  • Meet the definition of an intangible asset;
  • Upon their acquisition they can be reliably measured;
  • Economic benefits are expected from the use of the asset, as evidenced by the availability or plan to obtain sufficient resources to enable the Group to obtain the expected economic benefits; the ability to effectively perform its functional role in accordance with the intention of the Group regarding its use or there is a clearly defined and specified technical feasibility.

Subsequent costs

Expenses related to the maintenance of initially established standard efficiency, incurred after the commissioning of intangible non-current assets, are recognized as current at the time when they are incurred. The carrying amount of the respective intangible asset is adjusted by the expenses that lead to increase of the expected future economic benefits form the use of an intangible asset above the initially determined standard efficiency.

2.11.5. Goodwill

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognised. Initially, it is presented in the consolidated financial statements at acquisition cost and subsequently it is presented at acquisition cost less impairment losses. Goodwill is not amortized.

The goodwill originating as a result of the acquisition of a subsidiary is presented in the consolidated statement of financial position as a part of non-current assets and the goodwill originating as a result of acquisition of joint-ventures or associated companies is included in the total value of investment and is reported as <investments in associated companies=.

The goodwill associated with the acquisition of associated companies is tested as part of the total value of the investment. Separately recognized goodwill on the acquisition of subsidiaries is tested mandatorily for

All amounts are in thousand Bulgarian leva unless otherwise stated impairment at least once annually. Impairment losses on goodwill are not reversed subsequently. Gains or losses on sale (disposal) of a subsidiary of the Group also include the book value of the goodwill, associated

with the sold (disposed) company.

Any goodwill amount recognized in the financial statements is attributable to a certain cash generating object at the time a business combination is completed, and this object is applied when tests for impairment are conducted. For determining the cash-generating objects, are considered only objects that are expected to generate future economic benefits and that are subject to the business combination, which generated the goodwill.

Losses from impairment of goodwill are presented in the consolidated statement of comprehensive income (in profit or loss for the year) as part of item <Impairment of non-current assets=

2.11.6. Other long-term equity investments

Other long-term financial investments are non-derivative financial assets in the form of shares and participation of other companies (minority interest) held with a long-term perspective.

Initial recognition

Capital investments are initially recognized at acquisition cost, which is the fair value of the remuneration paid, including direct acquisition cost of the investment (the financial asset). All purchases and sales of capital investments are recognized on the <trading date= of the transaction, i.e., the date on which the Group commits to purchase or sell the asset.

Subsequent measurement

Capital investments owned by the Group are subsequently measured at fair value. The results of the subsequent measurement to fair value are presented in the statement of comprehensive income (in other components of comprehensive income) and respectively in the reserve related to financial assets at fair value, through other comprehensive income. These results are transferred to retained earnings on disposal (sale) of the respective investment.

2.11.7. Investments in associated companies

These investments are reported in the consolidated financial statements of the Group by the equity method. By this method, the share of the Group in the comprehensive income of an associated company is consolidated on one line, so that the value of the investment corresponds to its share in the net assets as of December 31 for the respective year or at the end of the respective reporting period. The Group recognizes its share in losses in associated companies up to the amount of its investment, including internal loans granted, unless it has undertaken an obligation to pay such liabilities on behalf of the associated company.

All amounts are in thousand Bulgarian leva unless otherwise stated

As of March 31, 2023 Group reports a share in the profit of associated companies amounting to BGN 118 thousand. The value of the investment indicated in the consolidated statement of financial position has been increased by the same amount.

2.11.8. Inventories

Inventories are accounted at the lower of the two following values: price for acquisition (cost) and net realizable value.

The costs incurred to bring an inventory to its present condition and location are included in the cost of acquisition (cost) as follows:

  • Materials the purchase price and all related costs of delivery;
  • Goods the purchase price and all related costs of delivery, customs duties, transport costs, nonrecoverable taxes and other costs incurred in order to bring the goods in ready for use state.

In the use (sale) of inventory, the weighted average method is used.

2.11.9. Financial instruments

A financial instrument is any contract that simultaneously gives rise to both a financial asset in one entity and a financial liability or equity instrument in another entity. Financial assets and liabilities are recognised in the separate statement of financial position when the Group becomes a party to the contractual terms of the relevant financial instrument that gave rise to this asset or liability.

а) Financial assets

Initial recognition and measurement

Upon initial recognition, financial assets are classified as financial assets that are subsequently measured at amortized cost, at fair value in other comprehensive income (OCI) and as financial assets at fair value in profit or loss. Financial assets are classified upon their initial acquisition according to the characteristics of the contractual cash flows of the financial asset and the Group's business management model. The Group initially measures the financial asset at fair value plus transaction costs, in the case of financial assets that are not measured at fair value through profit or loss.

Trade receivables that do not have a significant financing component, and for which the Group has applied a practically expedient measure, are stated at the transaction price determined according to IFRS 15. The Group reclassifies financial assets only when its business model changes.

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 23 of 65 In order to be classified and measured at amortized cost or at fair value in OCI, the financial asset should generate cash flows that represent " solely payments of principal and interest" (SPPI) on the outstanding principal amount. This measurement is called the "SPPI test= and is performed at the relevant instrument level. The Group's business model for managing financial assets refers to how the Company manages its financial

All amounts are in thousand Bulgarian leva unless otherwise stated

assets to generate cash flows. The business model determines whether cash flows will arise from the collection of contractual cash flows, the sale of financial assets, or both.

Purchases or sales of financial assets, the terms of which require the delivery of the assets within a certain period of time, usually established by a regulatory provision or current practice in the relevant market (regular purchases), are recognized on the date of trading (transaction), i.e. on the date on which the Group has committed to buy or sell the asset.

Subsequent measurement

For the purposes of subsequent measurement, financial assets are classified into four categories:

  • Financial assets at amortized cost (debt instruments);
  • Financial assets at fair value in other comprehensive income with "recycling" of cumulative profit or loss (debt instruments);
  • Financial assets designated as financial assets at fair value in other comprehensive income with no "recycling" of cumulative profit or loss at their derecognition (equity instruments) (measurement alternative);
  • Financial assets at fair value through profit or loss.

Financial assets at amortized cost (debt instruments)

The Group's financial assets at amortized cost include trade and other receivables, term deposits and cash at bank accounts:

  • The financial asset is held within a business model aimed at obtaining the contractual cash flows, and
  • The terms of the contract for the financial asset give rise to cash flows on specific dates that represent solely payments of principal and interest on the outstanding principal amount. Financial assets at amortized cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.

Financial assets at fair value in other comprehensive income (debt instruments

The Group measures its debt instruments at fair value in other comprehensive income if both of the following conditions are met:

  • The financial asset is held within a business model aimed at obtaining the contractual cash flows, and its disposal as well; and
  • On the specified dates, the contractual terms of the financial asset give rise to cash flows that represent solely payments of principal and interest on the outstanding principal amount.

In respect of debt instruments at fair value in other comprehensive income, interest income, currency revaluation and impairment losses or their reversal are recognized in profit or loss and calculated in the same way as those for financial assets measured at amortized cost. Other changes in fair value are recognized in

All amounts are in thousand Bulgarian leva unless otherwise stated

other comprehensive income. Upon derecognition, the cumulative change in fair value recognized in other comprehensive income is stated in profit or loss.

Financial assets designated as financial assets at fair value in other comprehensive income (equity

instruments)

Upon initial recognition, the Group may elect to classify irrevocably as equity instruments designated as measured at fair value in other comprehensive income when they meet the equity requirements under IAS 32 Financial Instruments: Presentation and when they are not held for trading. The classification is determined on an individual instrument basis. These investments in equity instruments are held for medium to long-term purpose and accordingly, the Group elected to designate them as equity instruments at fair value through other comprehensive income as it believes that recognising short-term fluctuations in these investments fair value in profit or loss would not be consistent with the Group's strategy of holding these investments for long term purposes.

Gains and losses on these financial assets are never "recycled" in profit or loss. Dividends are recognized as income in the statement of comprehensive income when the right to payment is established, except when the Group derives benefits from these receipts as a refund of part of the acquisition price of the financial asset, in which case the gains are reported in other comprehensive income. Equity instruments designated as measured at fair value in other comprehensive income are not in the scope of IFRS 9 expected credit loss model.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets that do not qualify for classification at amortized cost or at fair value through other comprehensive income and financial assets designated at initial recognition as measured at fair value through profit or loss, or financial assets that are required to be measured at fair value. Derivatives, including separated embedded derivatives, are classified as held for trading unless designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value in profit or loss, regardless of the business model.

Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value in other comprehensive income as described above, debt instruments may be designated as measured at fair value in profit or loss upon initial recognition, if thus eliminates or substantially reduces the accounting mismatch. Financial assets at fair value through profit or loss are reflected in the statement of financial position at fair value, and the net changes in fair value are recognized in the statement of comprehensive income.

Derecognition

A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is derecognised (i.e. removed from the Group's statement of financial position) when:

All amounts are in thousand Bulgarian leva unless otherwise stated

  • the rights to receive cash flows from the asset have expired; or
  • the rights to receive cash flows from the asset have been transferred or the Group has assumed the obligation to pay the received cash flows in full, without significant delay, to a third party through a transfer agreement; where either (a) the Group has transferred substantially all the risks and rewards of ownership of the asset; or (b) the Group has neither transferred nor retained substantially all the risks and rewards of ownership of the asset but has not retained control.

When the Group has transferred its rights to receive cash flows from the asset or entered into a transfer agreement, it evaluates whether and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all the risks and rewards of ownership of the financial asset, nor has it transferred control over it, it still recognizes the transferred asset to the extent of its continuing involvement in it

In this case, the Group also recognizes the related obligation. The transferred asset and related liability are valued on a basis that reflects the rights and obligations that the Group has retained. A continuing involvement being a security of the transferred asset is valued at the lower of the original book value of the asset and the maximum amount of consideration that the Group may be required to pay. The Group applies the same derecognition policies for impaired financial assets.

Impairment of financial assets

Additional disclosures related to impairment of financial assets, are included in the following notes as wel:

  • Significant judgements in applying the Group's accounting policy. Key estimates and assumptions with high uncertainty. (Note 2.12.17);
  • Trade and other receivables (Notes 3.10).

The Group recognizes an allowance for expected credit losses (ECL) for all debt instruments that are not measured at fair value through profit or loss. ECL are based on the difference between the contractual cash flows due under the terms of the contract and any cash flows the Group expects to receive, discounted at an approximation of the original effective interest rate. Expected cash flows include cash flows from the sale of collateral held or other credit enhancements that are an integral part of the terms of the contract.

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 26 of 65 ECL are recognized in three stages. For exposures for which there has been no significant increase in credit risk since initial recognition. Allowances for ECL are recognized for credit losses that arise as a result of default events that are possible occur within the next 12 months (12-month ECL). For exposures for which

All amounts are in thousand Bulgarian leva unless otherwise stated

there has been a significant increase in credit risk since initial recognition, an allowance for expected credit loss is required in respect of credit losses expected over the remaining term of the exposure, regardless of when the default occurs (ECL over the lifetime of the instrument). A significant increase in credit risk is observed in the case of material financial difficulties of the debtor, probability of declaring bankruptcy and liquidation, financial restructuring or inability to repay the debt (overdue for more than 30 days) are taken as an indicator

for impairment of the asset.

Regarding cash and cash equivalents, the Group applies the credit ratings of the banks and publicly available information on default rates for banks for in order to prepare an impairment assessment. The Group uses historical experience in order to determined loss given default. As significant increase in credit risk has not been identified, the Group applies 12-month ECL.

The Group considers a financial instrument in default when contractual payments are overdue for 90 days. However, in certain cases, it may consider a financial asset to be in default when internal or external information provides an indication that it is unlikely that the Group will receive the outstanding contractual amounts in full before taking into account any credit improvements. All financial assets measured at amortized cost are subject to collective impairment, except for those in default (phase 3).

Financial liabilities

Initial recognition and measurement

Upon initial recognition, financial liabilities are classified as financial liabilities at fair value through profit or loss, incl. derivatives or as financial liabilities at amortized value, incl. loans and other borrowings and trade and other payable as appropriate. Initially, all financial liabilities are recognized at fair value, and in the case of loans and borrowed funds and liabilities, net of direct transaction costs.

The Group's financial liabilities include trade and other payables, bank loans and lease liabilities.

Subsequent measurement

Financial liabilities are measured according to their classification as specified below:

Financial liabilities measured at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as such at fair value through profit or loss. Financial liabilities are classified as held for trading if they are acquired for repurchase in the near future. Gains or losses on liabilities held for trading are recognized in the statement of comprehensive income.

Financial liabilities designated upon initial recognition as financial liabilities at fair value through profit or loss

are designated as such at the date of initial recognition only if the criteria of IFRS 9 are met. The Group has

not designated any financial liabilities at fair value through profit or loss.

All amounts are in thousand Bulgarian leva unless otherwise stated Financial liabilities at amortized cost

The Group's financial liabilities at amortized cost are reported at amortized cost after applying the effective interest method

Derecognition

A financial liability is derecognized when the obligation is discharged, cancelled or expires. When an existing financial liability is exchanged with another from the same creditor under substantially different terms, or the terms of an existing liability are substantially changed, this exchange or modification is treated as extinguishment of the original financial liability and recognition of a new financial liability. The difference in the respective carrying amounts is recognized in the statement of comprehensive income.

The main financial instruments included in the consolidated statement of financial position of the Group are presented below.

Trade and other receivables

Trade receivables are amounts owed by customers for goods sold and services performed in the ordinary course of business. They are usually due for short-term settlement and are therefore classified as current. Trade receivables are initially recognized at the amount of the unconditional consideration due, unless they contain significant financing components. The Group holds trade receivables for the purpose of collecting contractual cash flows and therefore measures them at amortized cost using the effective interest method. No discounting is applied when the effect is immaterial.

Future cash flows determined for a group of financial assets that are collectively measured for impairment are determined on the basis of historical information regarding financial assets with credit risk characteristics similar to the characteristics of the group of financial assets.

Assets that are subject to individual impairment are not included in an impairment group.

The Group applies a simplified approach in recognizing impairment of trade and other receivables and recognizes loss allowance for lifetime expected credit losses. In estimating expected credit losses on trade receivables, the Company uses a provision matrix

When estimating expected credit losses on trade receivables, the Group uses its historical experience of credit losses on trade receivables to estimate the expected credit losses for the entire life of the financial asset.

All amounts are in thousand Bulgarian leva unless otherwise stated Borrowings

Borrowings are recognized initially at fair value, which is formed by the cash proceeds received, less the inherent transaction costs. After their initial recognition, interest-bearing loans are measured at amortized cost, where any difference between the initial cost and the maturity value is recognized in profit or loss over the period of the loan by applying the effective interest method.

Finance costs, including direct borrowing costs, are included in profit or loss using the effective interest method, except for transaction costs on bank overdrafts, which are recognized in profit or loss on a straightline basis for the period, for which the overdraft was agreed upon.

Loans are classified as current when they are to be settled within twelve months from the end of the reporting period.

Payables to suppliers, other current liabilities and advances received

Trade and other payables arise as a result of goods or services received. Current liabilities are not amortized. Trade payables are recognized initially at fair value and subsequently at amortized cost using the effective interest method.

2.11.10. Cash and cash equivalents

Cash includes cash on hand and current accounts, and cash equivalents include short-term bank deposits with an original maturity of less than 3 months. The consolidated statement of cash flows is presented using the direct method.

Cash and cash equivalents are subsequently presented at amortised cost, excluding the accumulated allowance for expected credit losses.

2.11.11. Lease

On the effective date of the contract, the Group assesses whether the contract is or contains a lease. In particular, whether the contract transfers the right to control the use of the identified asset for a certain period of time.

The Group as a lessee

The Group applies a unified approach to the recognition and assessment of all leases, except for short-term leases (i.e., leases with a lease term of up to 12 months) and leases of low-value assets. The Group recognises

All amounts are in thousand Bulgarian leva unless otherwise stated

lease liabilities for the payment of lease instalments and right-of-use assets, representing the right to use the assets.

Right-of-use assets

The Group recognizes right-of-use assets from the inception date of the lease (i.e. the date on which the underlying asset is available for use). Right-of-use assets are measured at acquisition cost less accumulated depreciation and impairment losses and adjusted for any revaluation of lease liabilities.

The acquisition cost of right-of-use assets includes the amount of recognized lease liabilities, the initial direct costs incurred and the lease payments made on or before the inception date of the lease, an estimate of the costs to be incurred by the lessee in dismantling and relocating the asset, the restoration of the site on which it is located or the restoration of the asset to the condition required under the terms of the lease, less any incentives received under the lease. The right-of-use assets are depreciated on a straight-line basis over the lease term. If at the end of the lease term the ownership of the leased asset is transferred to the Group, or the acquisition cost reflects the exercise of a purchase option, depreciation is calculated using the expected useful life of the asset.

Lease liabilities

From the inception date of the lease, the Group recognises lease liabilities measured at the present value of the lease payments to be made during the lease term. Lease payments include fixed payments (including insubstance fixed payments) less any eligible lease incentives, variable lease payments depending on an index or an interest rate, and amounts that are expected to be paid under guarantees for residual value. Lease payments also include the exercise price of a purchase option if the Group is reasonably certain to exercise that option, as well as penalties for terminating the lease, if the lease term reflects the Group's exercising an option to terminate the lease.

Variable lease payments, not depending on an index or an interest rate, are recognised as expense in the period in which the event or condition triggering the payment occurs.

In calculating the present value of lease payments, the Group uses an intrinsic interest rate at the inception date of the lease because the interest rate implicit in the lease cannot be determined reliably. After the inception

All amounts are in thousand Bulgarian leva unless otherwise stated

date, the amount of lease liabilities is increased by the interest and reduced by the lease payments made. In addition, the carrying amount of lease liabilities is revalued, if there is a modification, a change in the lease term, a change in lease payments (for example, changes in future payments resulting from a change in the index or interest rate used to determine those lease payments) or a change in the measurement of the option to purchase the underlying asset.

Short-term leases and low-value assets leases

The Group applies recognition exemption for short-term leases to its short-term building leases (for example, leases with lease term of 12 months or less from the inception date and not containing a purchase option). The Group also applies the recognition exemption of low-value assets leases to leases of office equipment which is considered low-value. Lease payments on short-term leases and low-value assets leases are carried as an expense on the straight-line basis over the lease term.

2.11.12.Provisions

Provisions are recognised when the Group has a current (constructive or legal) liability as a result of a past event, and it is probable that the repayment/settlement of this liability will involve an outflow of resources. Provisions are estimated based on management's best estimate as at the date of preparation of the financial statements of the costs necessary to settle the respective liability. The estimate is discounted when the maturity is long-term. When part of the resources to be used to settle the liability is expected to be recovered by a third party, the Group recognises a receivable in case it is highly probable to be received, its value can be reliably measured as well as an income (credit) under the same item in the consolidated statement of financial position, where the provision itself is presented.

The Group charges warranty service provisions. Liabilities for warranty service provisions are accrued based on management's best judgment of the potential amount of costs that the Group will incur upon the occurrence of a warranty event, based on the accumulated experience of goods/products sold.

2.11.13. Payables to employees Defined benefit plans

The Government of Bulgaria is responsible for providing pensions under defined benefit plans. The liabilities under the Group commitment to transfer accrued amounts to defined benefit plans are recognised in the statement of comprehensive income when they are incurred.

Paid annual leave

All amounts are in thousand Bulgarian leva unless otherwise stated

The Group recognises as a liability the undiscounted amount of the estimated costs of paid annual leave, in accordance with the Labor Code and its internal rules, expected to be paid to employees in exchange for their labor for the past reporting period.

Retirement benefit plans

In accordance with the requirements of the Labor Code, upon termination of the employment contract of an employee who has acquired the right to a pension, the Group pays the employee a compensation in the amount of two gross salaries, if the accumulated service at the Group is less than ten years, or six gross salaries, in case of accumulated service time at the Group of over ten consecutive years.

Based on their characteristics, these schemes are retirement benefit plans.

The measurement of long-term employee benefits is carried out using the projected unit credit method and the estimate at the date of the statement of financial position is made by licensed actuaries. The amount recognised in the statement of financial position is the present value of the liabilities. The revaluations of the retirement benefit plan liability (actuarial gain or loss), arising from experience and changes in actuarial financial and demographic assumptions, are recognised in equity through other comprehensive income as a reserve for retirement liabilities. The amounts released from this reserve are transferred through other comprehensive income into retained earnings.

2.11.14. Share capital and reserves

The Group has adopted the capital maintenance financial concept. Maintaining the share capital is assessed in nominal monetary units. Profit for the reporting period is considered acquired only if the cash /financial/ amount of equity at the end of the period exceeds the cash amount at the beginning of the period, after deducting the distributions between the owners or the capital invested by them during the period. Allterco AD is a joint-stock company and is obliged to register in the Commercial Register a certain amount of share capital to serve as collateral for the claims of creditors of the Parent Company. The shareholders are responsible for the Parent Company's liabilities up to the amount of their shareholding in the capital and can claim the return of this shareholding only in bankruptcy or liquidation proceedings. The Parent Company reports its share capital at the nominal value of the shares registered in court.

Equity is the residual value of the Group company's assets after deducting all of their liabilities. It includes:

All amounts are in thousand Bulgarian leva unless otherwise stated Share capital is presented in the consolidated statement of financial position at nominal value per share

according to the number of shares issued.

Financial result is the difference between the revenue and the related costs charged

Equity is reported less the distributed dividends of the owned shares during the period in which they will be distributed (by decision of the General Meeting).

According to the requirements of the Commerce Act and the Articles of Association of the Parent Company

Allterco AD, the Group is obliged to allocate reserves at the expense of:

  • at least one tenth of the profit, which is allocated until the funds reach 10 percent of the share capita;
  • the funds received above the nominal value of the shares upon their issuance (premium reserve).

Repurchased own shares are presented in the consolidated statement of financial position at cost (acquisition price), with their gross purchase price reduced by the Group's equity capital. Profit or loss from the sale of repurchased own shares are presented directly in the Group's equity, under the "Repurchased shares

In past periods, the Group reported share-based payments to employees in Bulgarian subsidiaries. Share-based payments to employees related to services rendered are settled through equity instruments. Transferred capital instruments are measured at their fair value on the date of transfer. Share-based payment expense is recognised in the period in which the services are received.

Reserve from recalculation of the currency of the presented foreign activity – arises from the net effects of the translation of the accounts of subsidiaries abroad from their functional currencies into Bulgarian leva, for consolidation purposes.

Revaluation reserve is the difference between the previous book value of fixed assets reported at fair value through other comprehensive income and their fair values as of the date of this consolidated financial statements.

2.11.15. Income tax expense

Income tax expense is the amount of current income tax and the tax effect on temporary tax differences. Current taxes on the profit of Bulgarian companies are determined in accordance with the requirements of the Bulgarian tax legislation. The nominal tax rate in Bulgaria for 2022 and 2023 is 10% Subsidiaries abroad are charged according to the requirements of the relevant tax laws by country, at the following nominal tax rates:

All amounts are in thousand Bulgarian leva unless otherwise stated

Country Nominal tax rates per year
2023 2022
Germany 15,825% 15,825%
USA 15-35% 15-35 %
Slovenia 19% -

Deferred income tax is calculated using the balance sheet liability method. Deferred tax liabilities are calculated and recognised for all taxable temporary differences, while deferred tax assets are recognised only if likely to be reversed and if the Group will be able to generate sufficient profit in the future from which they can be deducted.

The effect of recognising deferred tax assets and/or liabilities is reported where the effect of the event that gave rise to them is presented.

For events affecting profit or loss and other comprehensive income, the effect of deferred tax assets and liabilities is recognised in the consolidated statement of comprehensive income.

For events that are initially recognised in equity (revaluation reserve) deferred tax assets and liabilities are recognised in the consolidated statement of comprehensive income.

Deferred tax assets and/or liabilities are presented offset the consolidated statement of financial position as they are subject to a uniform taxation regime in the country.

As of March 31, 2023 the Group recognises deferred income tax only for Bulgarian companies and at a 10% tax rate and for the Slovenian company assessed at tax rate 19%.

2.11.16. Earnings per share

Earnings per share are calculated by dividing the net profit or loss for the period attributable to shareholders by the weighted average number of ordinary shares held for the period.

The weighted average number of shares is the number of ordinary shares held at the beginning of the period, adjusted by the number of ordinary shares repurchased and newly issued during the period, multiplied by the time average factor. This factor represents the number of days particular shares were held compared to the total number of days during the period.

Diluted earnings per share are not calculated because there are no potentially diluted shares issued.

2.11.17. Significant judgements in applying the Group's accounting policy.

Key estimates and assumptions with high uncertainty

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 34 of 65 When applying the accounting policy, the Group's management makes certain estimates that have a significant

All amounts are in thousand Bulgarian leva unless otherwise stated effect on these financial statements. Such estimates, by definition, rarely equal actual results.

Given their nature, these estimates are subject to ongoing review and updating and summarize historical experience and other factors, including expectations of future events that management believes are reasonable under current circumstances.

Estimates and assumptions that carry a significant risk of resulting in a material adjustment to the carrying

amounts of assets and liabilities in the next financial year are set out below.

Defined benefit plans

The employee defined benefit obligation is determined by actuarial valuation. This estimate requires assumptions on the discount rate, future wage growth, staff turnover and mortality rates. Due to the long-term nature of defined benefit plans, these assumptions are subject to significant uncertainty. The Group prepared an actuarial valuation of defined benefits and reported them in the consolidated financial statements at the end

of 2022 (note 3.17). At the end of the current reporting period, the company has not prepared a new actuarial assessment.

Useful lives of property, plant and equipment and intangible assets

Financial reporting of property, plant and equipment and intangible assets includes the use of estimates of their expected useful lives and carrying amounts, based on the Group management's judgments.

Impairment of receivables

Management estimates the volume and timing of expected future cash flows related to receivables based on experience versus current circumstances. Due to the inherent uncertainty of this estimate, actual results may differ. Group's management compares prior year estimates with actual results.

The Group uses a simplified approach in reporting trade and other receivables and recognises an impairment loss as expected credit losses over the entire term. They represent the expected shortfall in contractual cash flows, given the possibility of default at any point in the life of the financial instrument. The Group uses its experience, external indicators and information to calculate expected credit losses in the long-term. Impairments recognised for the reporting period.

Impairment of property, plant and equipment

At the date of each financial statement, the Group's management organizes an impairment review of property, plant and equipment.

As of 31 March 2023, such a review was carried out, as a result of which management considered that no impairment indicators were available. No impairment loss on property, plant and equipment is reported in the financial statements.

All amounts are in thousand Bulgarian leva unless otherwise stated Impairment of inventories

At the date of each financial statement, the Group's management reviews and analyses existing inventories. An overview and analysis of all available inventories is made in terms of basic indicators – uniformity, commercial appearance, shelf life, etc., and determines expert prices. The proposed expert prices are consistent with the prices reached under concluded contracts for realization on the domestic and foreign markets, the dynamics of supply and demand of inventories, the latest price levels, and trends in transactions with similar inventories. For the calculation of the net realisable value of individual types of inventories, the estimated direct costs associated with sales are excluded from expertly determined selling prices. When assessing the inventories for which sales contracts are concluded, the net realisable value is determined based on the contract price less the cost of sales. Inventories not tied to sales contracts are valued according to assumptions about the possibilities for their future disposal. Based on this review and analysis, no impairment of existing inventories was made as of 31 December 2022.

The impairment of inventories is calculated as the difference between their carrying amount, as set out in the statement of financial position prior to review and analysis, and their net realisable value, determined based on expert prices as set out above.

Income taxes

The companies in the group are tax entities under the jurisdiction of the tax administration in the country in which they operate. A significant assessment needs to be made to determine the tax provision. There are numerous examples for which the tax finally determined is unspecified in the normal course of business. Group companies recognise liabilities for expected tax liabilities based on the judgement of the management of the relevant company and the Group. When the final tax result of such events is different from the amounts originally reported, those differences will affect current income tax and deferred tax provisions in the tax revisions period.

Leases

Determining the lease term for contracts with renewal and termination options - The Group as lessee The Group defines the lease term as the irrevocable term of the lease, together with any periods covered by an option to extend it if it is reasonably certain that the option will be exercised, or any periods covered by a termination option if it is reasonably certain that the option will not be exercised (note 3.16)

2.11.18. Fair values

Some of the Group's accounting policies and disclosures require a fair value measurement of financial and non-financial assets and liabilities.

When measuring the fair value of an asset or liability, the Group uses observable data as far as possible.

All amounts are in thousand Bulgarian leva unless otherwise stated

Fair values are categorized at different levels in the fair value hierarchy based on the inputs to the valuation techniques as follows:

  • Level 1: quoted prices (unadjusted) in active markets for similar assets or liabilitie.
  • Level 2: inputs other than quoted prices included in Level 1 that, directly (i.e., as prices) or indirectly (i.e., derived from prices), are available for observation for the asset or liabilit.
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable input data)

If the inputs used to measure the fair value of an asset or liability can be categorized at different levels of the

fair value hierarchy, then the fair value measurement is categorized in its entirety at that level of the fair value

hierarchy whose input information is relevant to the overall assessment..

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period in which the change occurs. In first quoter of 2023 and 2022 there have been no transfers between the levels of the fair value

hierarchy.

More information on the assumptions made in measuring fair values is included in the relevant notes.

All amounts are in thousand Bulgarian leva unless otherwise stated 3. Notes to the consolidated statement of financial position

3.01. Property, plant and equipment

Lands Buildings Machiner
y and
facilities
Vehicles Computer
equipment
Office
equipment
Other Expenses for
acquisition of
fixed tangible
assets
Total
January 01, 2022
Acquisition cost 1 476 3 032 912 452 257 57 242 55 6 483
Accumulated - (213) (763) (382) (228) (21) (78) - (1 685)
depreciation
Book value 1 476 2 819 149 70 29 36 164 55 4 798
Acquisitions - 56 18 6 46 84 2 57 269
Purchase - 56 18 6 46 84 2 57 269
Decrease (book value) - - (38) - - - (48) (45) (131)
Sale - - (38) - - - (48) - (86)
Written off book value
related to sold investments - - - - - - - (45) (45)
Depreciation
for
the
period - (120) (105) (43) (30) (21) (27) - (346)
Changes in depreciation - - - - 5 - 58 - 63
Depreciation of written off - - - - 5 - 58 - 63
assets
December 31, 2022
Acquisition cost 1 476 3 088 892 458 303 141 196 67 6 621
Accumulated - (333) (868) (425) (253) (42) (47) - (1 968)
depreciation
Book value at the end 1 476 2 755 24 33 50 99 149 67 4 653
January 01, 2023
Acquisition cost 1 476 3 088 892 458 303 141 196 67 6 621
Accumulated - (333) (868) (425) (253) (42) (47) - (1 968)
depreciation
Book value 1 476 2 755 24 33 50 99 149 67 4 653
Acquisitions 333 100 193 33 9 7 46 721
Purchase - - 59 193 33 9 - 46 340
Busines combination - 300 9 - - - 7 - 316
Other way - 33 32 - - - - - 65
Decrease (book value) - (11) - - (19) (10) (3) - (43)
Sale - - - - - - - - -
Other way - (11) - - (19) (10) (3) - (43)
Depreciation
for
the
period - (48) (7) (17) (8) (5) (8) - (93)
March 31, 2023
Acquisition cost 1 476 3 410 992 651 317 140 200 113 7 323
Accumulated
depreciation - (381) (875) (442) (261) (47) (55) - (2 085)
Book value at the end 1 476 3 029 117 209 56 93 145 113 5 238

The land and building owned by the Group are pledged in relation with bank financing used for their purchase (see point 3.14).

All amounts are in thousand Bulgarian leva unless otherwise stated

3.02. Intangible assets

Software ISO Trademarks Others Capitalized Total
certificates and and R&D
intellectual prototypes expenses
property rights
January 1, 2022
Acquisition cost 331 12 3 614 57 125 4 139
Accumulated amortization (207) (5) (783) (28) - (1 023)
Book value 124 7 2 831 29 125 3 116
Acquisitions - - 267 207 1 466 1 940
Purchase 267 207 370 844
Capitalized - - - - 1 096 1 096
Decrease (book value) - - (346) - - (346)
Written off prototypes - - (346) - - (346)
Amortization for the period (68) (2) (532) (8) - (610)
Changes in depreciation - - 120 - - 120
December 31, 2022
Acquisition cost 331 12 3 535 264 1 591 5 733
Accumulated amortization (275) (7) (1 195) (36) - (1 513)
а;а=E>ва EF>9=>EF 56 5 2 340 228 1 591 4 220
January 1, 2023
Acquisition cost 331 12 3 535 264 1 591 5 733
Accumulated amortization (275) (7) (1 195) (36) - (1 513)
Book value 56 5 2 340 228 1 591 4 220
Acquisitions - - 3 12 629 644
Purchase 3 12 629 644
Capitalized - - - - - -
Decrease (book value) - (2) - - - (2)
Other way - (2) - - - (2)
Changes in depreciation (18) (1) (132) (10) - (161)
March 31, 2023
Acquisition cost 331 10 3 538 276 2 220 6 375
Accumulated amortization (293) (8) (1 327) (46) - (1 674)
Book value 38 2 2 211 230 2 220 4 701

3.03. Right-of-use assets

March 31, 2023 December 31, 2022
Vehicles Buildings Total Vehicles Buildings Total
In the beginning of the period
Acquisition cost 394 108 502 232 9 241
Amortization (183) (23) (206) (124) (9) (133)
Book value 211 85 296 108 - 108
Acquisitions 3 - 3 162 99 261
Operating leasing 3 - 3 162 99 261
Disposals - - - - - -
Written off - - - - - -
Amortization for the period (21) (8) (29) (58) (14) (72)
Book value at the end of the period
Acquisition cost 397 108 505 394 108 502
Amortization (204) (31) (206) (183) (23) (206)
Book value 193 77 270 211 85 296

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 39 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated

The Group has concluded lease contracts for the lease of office premises and vehicles used in the activity, and therefore, it has recognized right-of-use assets in the consolidated statement of financial position.

3.04. Goodwill

Name March 31,
2023
December 31,
2022
Shelly USA., USA 34 34
Allterco Properties EOOD 126 126
GOAP, Slovenia 3 957 -
Total: 4 117 160

In the first quarter of 2023 after acquiring 60% of the capital of the Slovenian IoT company – GOAP, the Group recognized BGN 3,957 thousand in its goodwill.

The effective date of acquisition of control by the Group over GOAP, Slovenia is 04.01.2023. In this consolidated financial statement, the acquisition of GOAP, Slovenia is treated as a business combination within the meaning of IFRS 3 Business Combinations.

Effect of the acquisition (goodwill) of 60% of the capital of the Slovenian company reported as of 31.03.2023:

BGN
thousand
Acquisition cost:
Cash paid 3 912
Transaction costs paid 222
Fair value of net assets acquired:
Property, plant and equipment 339
Long-term financial assets 7
Deferred tax assets 9
Cash and cash equivalents 149
Inventory 820
Short-term receivables 766
Deferred expenses and accrued income 18
Total assets 2 108
Long-term liabilities (457)
Short-term liabilities (1 356)
Total liabilities (1 813)
Total identifiable net assets 295
Identifiable net assets attributable to the owners of the parent company 177
Goodwill arising on acquisition 3 957

All amounts are in thousand Bulgarian leva unless otherwise stated Cost of acquisition paid 4 134

The entire remuneration for the acquisition of a controlling stake in GOAP, Slovenia in January 2023 was paid in cash.

As of March 31, 2023 and December 31, 2022, the Group do not report any impairment on goodwill.

3.05 Investments in associates

During 2021 Allterco AD has participated in the establishment of an associated company in China named Allterco Asia Ltd., Guangdong province with a seat and management address at Shenzhen. The registered capital of the company is CNY 100 000 and the participation of Allterco AD is 30% (BGN 8 thousand), with an option to acquire additionally up to 50% and reach a controlling package of up to 80%, at the discretion of Allterco AD. As of December 31, 2022 and as of the date of issuance of th consolidated financial statements management considers this project to be high-risk and therefore has no plans to exercise the option at this time.

Movement of investments in associates is as follows:

March 31,
2023
December 31,
2022
Balance as of January 01 158 40
Share in current profit for the period 34 118
Balance as of the period end 192 158

3.06 Other long-term capital investments

March 31,
2023
December 31,
2022
Ordinary registered shares - Link Mobility Group Holding
ASA, in the beginning of the period
830 2 624
Increase 28 -
Effect from evaluation of financial instruments 28 -
Decrease - (1 794)
Financial instruments sold - (355)
Effect from subsequent revaluation of financial assets - (1 439)
Ordinary registered shares - Link Mobility Group Holding
ASA, at the end of the period
858 830
Other long-term investments 7 -
Total: 865 830

3.07 Other long-term capital investments

In September 2021 the Group sold its business located, through ALLTERCO PTE, ALLTERCO SDN and ALLTERCO CO. LTD in Singapore, Malaysia and Thailand, respectively. As part of the clauses of the sales

All amounts are in thousand Bulgarian leva unless otherwise stated

contract, the payment of part of the value of the transaction is deferred. BGN 1 027 thousand are due after the end of September 2024, which is why in these consolidated financial statements they are presented as a longterm receivable.

3.08 Deferred tax assets

March 31, December 31,
2023 2022
Deferred tax assets
Deferred tax on revaluation reserve 65 56
Deferred tax on provision for expenses 43 43
Deferred tax on unused paid leave 40 40
Deferred tax on provision for liabilities 23 23
Deferred tax on impairment of receivables 46 46
Deferred tax on unused benefits of individuals 128 128
Deferred tax on long-term employee benefits 13 13
Total assets 358 349
Deferred tax liabilities
Deferred tax related to the application of IFRS 16 (1) (1)
Total liabilities (1) (1)
Total deferred tax assets/(liabilities) 357 348

3.09 Inventory

March 31,
2023
December 31,
2022
Goods 16 321 18 436
Goods in transit 3 102 3 317
Deliveries 1 375 937
Materials 94 312
Total: 20 892 23 002

As of March 31, 2023, the consolidated statement of financial position includes:

  • Deliveries representing components for production, purchased on behalf of the Group, by its main suppliers of production services amounting to BGN 1 375 thousand. The components are available in the warehouses of the suppliers, and the Group holds the title on the components;
  • Goods in transit that are not available in the Group's warehouses, but which it owns under purchase agreements.

It is the policy of the Group companies to strive to maintain optimal stock levels equal to the estimated sales for several months ahead. The Group's management believes that the trend for the foreseeable future is for stock levels to increase as a result of growing sales as well as an increasing assortment of devices.

All amounts are in thousand Bulgarian leva unless otherwise stated

3.10 Trade receivables

March 31,
2023
December 31,
2022
Receivables from clients 21 770 20 302
Receivables written-off - (1 486)
Impairment of receivables from clients, net (526) (526)
Advances to suppliers 2 906 3 357
Total: 24 150 21 647

The movement in impairment of trade receivables during the year is as follows:

March 31,
2023
December 31,
2022
Impairment at the beginning of the period 526 237
Impairment reversed and written-off
Impairment charged for the period
-
-
(152)
441
Impairment at the period end, net 526 526

In June 2022, an agreement was reached with Link Mobility Group, Norway, to pay the overdue last contribution in connection with the sale of the European telecommunications business of Allterco AD, for which arbitration proceedings were initiated before the International Arbitration in Vienna. As a result of the agreement, Link Mobility Group paid BGN 2,151 thousand of the amount due and the remaining part of BGN 903 thousand was written-off. The above reversed and written-off impairment relates to this agreement.

3.11 Other receivables

March 31,
2023
December 31,
2022
TAX RECEIVABLES, including: 1 298 3 515
VAT recoverable 1 294 3 447
Corporate tax advance payments 4 68
OTHER RECEIVABLES, including: 224 107
Receivables from staff 1 -
Deposits in commercial entities and guarantees 127 104
Petty cash 96 3
Total: 1 522 3 622

3.12 Short-term financial assets

At the end of 2022, the Group reported short-term financial assets amounting to BGN 175 thousand (31.12.2021: nil), which include costs of legal and advisory services related to the acquisition of the Slovenian company GOAP. Upon successful completion of the transaction, these costs have been added to the value of

All amounts are in thousand Bulgarian leva unless otherwise stated the investment.(Note 3.04)

3.13 Cash and cash equivalents

2023 December 31,
2022
23 24
33 427 24 114
12 12
77 3 988
10 10
33 549 28 148
March 31,

Other cash at the end of 2022 are funds intended for the acquisition of the Slovenian company GOAP, which are transferred to a notary's account in Slovenia (escrow account).

As of 31.03.2023 the other cash funds represent a deposit with the German company in the Group.

March 31, December 31,
By currency 2023 2022
EUR 23 336 13 160
BGN 6 720 5 744
USD 3 486 8 640
Other 7 604
Total: 33 549 28 148

The Group's cash is in bank accounts with banks with a stable long-term rating. The Management has assessed the expected credit losses on Cash and cash equivalents.

The estimated credit losses are insignificant and are not recognized in the consolidated financial statements of the Group as of March 31, 2023.

As of March 31, 2023 most of the cash and cash equivalents of the Group are held in one bank. (KBC)

3.14 Prepaid expenses

March 31,
2023
December 31,
2022
Information services 31 26
Insurance 49 68
Licenses / certificates 282 260
Membership fees 48 52
Subscriptions 50 49
Exhibitions 31 48
Other 6 9
Total 497 512

All amounts are in thousand Bulgarian leva unless otherwise stated

3.15 Bank loans

Bank loans are as follows:

March 31,
2023
December 31,
2022
KBC Bank, incl.: 1 543 1 615

up to one year
295 293

over one year
1 248 1 322
DSK Bank AD 336 392

up to one year
225 226

over one year
111 166
Other short-term financing in Shelly USA (previously
named Allterco Robotics Inc., USA)
146 149
Other short-term financing in GOAP Slovenia 59 -
Total bank loans – non-current portion: 1 359 1 488
Total bank loans – current portion: 725 668
Bank KBC Bank AD
Date of the contract: August 25, 2017
Contracted
credit
amount:
EUR 1 620 000
Original currency EUR
Purpose Financing of up to 90% (VAT exclusive) of the final price of all company shares,
representing 100% of the capital of the Joint Debtor Allterco Properties EOOD,
defined in an Agreement concluded between the Borrower and JFC Developments
OOD for transfer of the company shares in the Final Agreement.
Repayment deadline February 10, 2028
Collateral: Mortgage on real estate, owned by Allterco Properties EOOD, joint debtor - Allterco
Properties EOOD, pledge on all bank accounts of Allterco AD at the bank
Lender DSK Bank AD
Date of the contract: September 28, 2020
Total amount EUR 450 000
Purpose 90% funding of expenses for real estate purchase
Original currency EUR
Fixed maturity September 28, 2024

The subsidiary Shelly USA uses financing under company credit card.

A Group company has an agreed bank financing in the form of an overdraft, which was not utilized during the reporting period. Details of the parameters of the provided financing are presented in note 5.

Collateral Mortgage on real property of Allterco Properties EOOD

All amounts are in thousand Bulgarian leva unless otherwise stated

3.16 Lease

March 31, 2023 December 31, 2022
up to 1
year
more
than 1
year
Total up to 1
year
more
than 1
year
Total
Lease liabilities 118 55 173 129 61 190
Operational leasing 34 257 291 32 96 128
Total: 152 312 464 161 157 318

The liabilities under lease contracts presented in the consolidated statement of financial position also include the Group's liabilities under lease contracts for offices and vehicles, which are recognized in accordance with the requirements of IFRS 16 Leases.

3.17 Retirement benefits obligation

As of December 31, 2022, the Group has obligations for a defined benefit plan upon retirement of BGN 112 thousand. The amount of the obligation is determined on the basis of an actuarial assessment based on assumptions about mortality, disability, probability of leaving, salary growth, etc.

As of March 31, 2023, the value of retirement benefits obligation remains BGN 112,000. (Note 3.17).

The movements of the present value of the defined benefits plan upon retirement:

March 31,
2023
December 31,
2022
Liabilities at the beginning of the period - -
Liabilities paid during the period - -
Expenses recognized in profit or loss
Current service expense 111 111
Finance costs on future liabilities 1 1
Actuarial loss, recognized in other comprehensive
income - -
Liabilities at the end of the period 112 112

In the case of early retirement due to disability, the staff shall be entitled to a benefit of up to two months' salaries, increased by 100% for a minimum period of five years and provided that no such benefits have been received during the last five years of service.

The demographic statistical assumptions used are based on the following:

  • turnover rate of the Group's staff over the past few years;
  • mortality of the population of Bulgaria in the period 2019 2021 according to the data of the National

All amounts are in thousand Bulgarian leva unless otherwise stated Statistical Institute;

  • statistics of the National Center for Health Information on disability of the population and premature retirement.

3.18 Trade payables

March 31, December 31,
2023 2022
Suppliers 4 042 1 797
Advances on customers - 94
Total: 4 042 1 891

3.19 Payables to employees and social security obligations

March 31, December 31,
2023 2022
Payables to employees 618 1 213
Liabilities for unused paid leave 579 624
Total: 1 197 1 837
March 31,
2023
December 31,
2022
Social security and health contributions 311 204

3.20 Tax payables

March 31,
2023
December 31,
2022
Corporate tax 1 570 479
Value Added Tax 551 797
Income tax 78 51
Payables to customs 184 710
Other taxes 38 37
Total: 2 421 2 074

3.21 Other liabilities

March 31,
2023
December 31,
2022
Liabilities for participations 505 535
Warranty service provisions 502 502
Guarantees/Rental deposits 63 61
Other liabilities 513 -

All amounts are in thousand Bulgarian leva unless otherwise stated Total other liabilities 1 583 1 098

3.22 Share capital

Allterco AD was registered in 2010. The share capital of the Parent Company as of March 31, 2023, amounts to BGN 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) and is distributed in 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) ordinary registered shares with par value of BGN 1 each. The share capital is fully paid in four instalments:

The first issue was made upon the establishment of the Parent Company in the form of a non-monetary contribution in the amount of BGN 50,000 consisting ordinary registered voting shares of Teravoice AD's capital.

In 2010 a second non-monetary contribution was made in the amount of BGN 5,438,000 with the objective to acquire shares from the capital of Tera Communications AD at the total cash value of BGN 5 438 000.

At the end of 2015, a new issue of 8,012,000 (eight million and twelve thousand) ordinary registered voting shares was issued, with a nominal value of BGN 1 (one) each.

At the end of 2016 the capital of ALLTERCO AD was increased with a new issue in the amount of 1,500,000 (one million and five hundred thousand) shares on the basis of a successful initial public offering, according to the Prospectus for public offering of shares, approved by the Financial Supervision Commission with Decision № 487 – of 08.07.2016 entered in the Commercial Register under No.20161108100414 of 08.11.2016.

In 2020 the capital of the Parent Company was increased by cash contributions in the total amount of 2,999,999 (two million nine hundred ninety-nine thousand nine hundred and ninety-nine) against 2,999,999 (two million nine hundred ninety-nine thousand nine hundred and ninety-nine) subscribed and paid dematerialized ordinary registered voting shares with a nominal value of BGN 1 as a result of a procedure for Public Offering of a new issue of shares. The public offering of shares from the capital increase of Allterco AD was carried out in the period September 28, 2020 – October 30, 2020 on the basis of a Prospectus, together with the supplements to it, confirmed by the Financial Supervision Commission with Decision № 148-F of February 18, 2020, Decision № 405-E of June 11, 2020, Decision № 601-E of August 13, 2020 and Decision № 791-E of October 29, 2020.

As of March 31, 2023, the shareholders of the Company are:

Name/business name Number of share: % of the share
capital
Svetlin Todorov 5 847 120 32.48%
Dimitar Dimitrov 5 847 120 32.48%
Individuals, holding less than 5 % of the capital

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 48 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated Other physical persons and legal entities 6 305 759 35.04% Total 17 999 999. 100.00%

6 305 759 35.04%
17 999 999. 100.00%

On June 30, 2022, the Allterco AD acquired 40,000 own shares at a price of BGN 19.50 per share, (total for BGN 780 thousand) representing 0.22% of the registered capital through over-the-counter transactions (OTC transactions) from two independent shareholders.

3.23 Retained earnings

For the period
ended on
For the period
ended on
March 31,
2023
December 31,
2022
Balance as of January 1 55 117 26 938
Net profit (owners of the parent company) 6 036 17 434
Profit distribution for dividends - (1 800)
Effect of business combination (1 202) -
Other changes - 160
Balance at the period end 59 951 55 117

3.24 Legal reserves

For the period For the period
ended on ended on
March 31, December 31,
2023 2022
Balance as of January 1 1 800 1 800
Effect of business combination 1 004 -
Balance at the period end 2 804 1 800

3.25 Share premium reserve

As of March 31, 2023 and December 31, 2022 the reserves from issue of shares of the Company amount to BGN 5 403 thousand. They are formed by the excess of the proceeds from new shares issued in 2020 above their nominal value, amounting to BGN 6 000 thousand, reduced by the costs related to the capital increase, amounting to

BGN 297 thousand and by BGN 300 thousand that were transferred to Legal reserves by a decision of General Meeting of Shareholders held on June 28, 2021.

3.26 Revaluation reserve

For the period For the period
ended on ended on
March 31, December 31,
2023 2022
Balance at the beginning of the period (507) 1 036
Reserve transferred to retained earnings - (160)
Reserve related to long-term equity instruments at fair value
through other comprehensive income, gross
35 (1 439)

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 49 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated Deferred tax - 56

Balance at the period end (472) (507)

The reserve related to long-term equity instruments was reduced by BGN 35 thousand as a result of a fair value revaluation of other long-term capital instruments as of March 31, 2023 and as a result of the sale of some capital instruments during the reporting period.

4 Notes to the consolidated statement of comprehensive income

4.01 Sales revenue and cost of sales

For the period ended on
March 31, 2023
For the period ended on
March 31, 2022
Devices Services
and rent
Total Devices Services
and rent
Total
REVENUE 27 595 13 27 608 17 131 19 17 150
Book value of goods sold (12 434) - (12 434) (7 795) - (7 795)
Costs (207) - (207) (49) (39) (88)
COST OF SALES (12 641) - (12 641) (7 844) (39) (7 883)
GROSS PROFIT 14 954 13 14 967 9 287 (20) 9 267

4.02 Other operating revenue

For the period
ended on
March 31,
2023
For the period
ended on
March 31,
2022
Rentals and overheads - 11
Liabilities written-off 27 5
Financing/ electricity price compensations 5 7
Gains on currency transactions and exchange rate gains, net - 346
Other operating income 9 29
Total: 41 398

4.03 Administrative expense

For the period
ended on
March 31,
2023
For the period
ended on
March 31,
2022
Materials (113) (87)
Hired services (2 511) (904)
Depreciation/amortization expenses (156) (251)
Employees expenses (4 036) (3 026)
Other administrative expenses (13) (21)
Total: (6 829) (4 289)

All amounts are in thousand Bulgarian leva unless otherwise stated

4.04 Other operating income

For the period
ended on
March 31,
For the period
ended on
March 31,
2023 2022
Written off receivables (76) (52)
Bank fees and charges (115) (19)
Prototyping costs (15) (6)
Interest, fines and penalties (3) (22)
Other (12) (8)
Total: (221) (107)

4.05 Financial expenses

For the period
ended on
March 31,
2023
For the period
ended on
March 31,
2022
Foreign exchange expenses (224) -
Lease interest (2) (2)
Loans interest (15) (13)
Banking financial services - (29)
Total: (241) (44)

4.06 Income tax expense

For the period For the period
ended on
March 31,
ended on
March 31,
2023 2022
Current tax expense (1 095) (589)
Tax effect from temporary differences - -
Tax expense (1 095) (589)

All amounts are in thousand Bulgarian leva unless otherwise stated 5. Contingent liabilities and commitments

As of 31.03.2023, contingent liabilities and commitments include:

Contract Annex Creditor Debtor Joint debtor /
Guarantor
Amount
/ Limit
Financial
conditions
Maturity Collateral
provided by the
borrower
Investment loan
August 25, 2017
Agreement
pursuant to Art.
114, para. 10 of
POSA
Annexes
No. 1/
October 31,
2018
Raiffeisenbank
Bulgaria АD
Allterco
AD
Allterco
Properties EOOD
– joint debtor
BGN
3 168
thousand.
(EUR
1 620 tho
usand)
Fixed interest rate
for the whole
period 3% per year;
Management fee
February 10,
2028
Mortgage on real
estate owned by
Allterco Properties
EOOD;
Pledge of
receivables on bank
accounts of the
Allterco AD in the
bank.
Pledge under the
Financial Collateral
Contracts Act;
Overdraft
September 30,
2019 – Agreement
pursuant to Art.
114, para. 10 of
POSA
Annexes
No 1/
August 28,
2020
Raiffeisenbank
Bulgaria АD
Allterco
Robotics
EOOD
Allterco AD –
guarantor
BGN
1 956
thousand
(EUR 1
million)
One-month
EURIBOR,
increased by 2.5
percentage points,
but not less than
2.5%; management
fee; commitment
fee; commission for
issuing guarantees
September
29, 2023
Pledge of
receivables of
Allterco Robotics
EOOD
Contract for a
standard
investment loan №
2757 of
28.09.2020
- DSK Bank AD Allterco
Propertie
s EOOD
Allterco Trading
EOOD – joint
debtor
BGN 880
thousand
(EUR 450
thousand)
Annual interest
formed by a
variable interest
rate of 1m
EURIBOR+2.1%
premium, but not
less than 2.1%;
annual management
fee;
September
28, 2024.
Mortgage on real
estate owned by
Allterco
Properties
EOOD; Pledge of
receivables
on
bank accounts of
the company and
Allterco Trading
EOOD in DSK
Bank.

On July 29, 2022, Allterco AD concluded with the four owners of the capital of GOAP d.o.o. (<GOAP=) (one legal entity and three individuals) a binding preliminary agreement (Term Sheet) regarding the main conditions and terms for the acquisition of the Slovenian IoT provider. The transaction was finalized on January 4, 2023 (for further information see note 11).

As of 31.12.2022, contingent liabilities and commitments include:

Contract Annex Creditor Debtor Joint debtor /
Guarantor
Amount
/ Limit
Financial
conditions
Maturity Collateral
provided by the
borrower
Investment loan
August 25, 2017
Agreement
pursuant to Art.
114, para. 10 of
POSA
Annexes
No. 1/
October 31,
2018
KBC Bank Allterco
AD
Allterco
Properties
EOOD – joint
debtor
BGN
3 168
thousand.
(EUR
1 620 tho
usand)
Fixed interest
rate for the whole
period 3% per
year;
Management fee
February 10,
2028
Mortgage on real
estate owned by
Allterco
Properties
EOOD; Pledge of
receivables
on
bank accounts of
Allterco AD in
the bank.
Pledge under the
Financial

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 52 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated

Collateral
Contracts Act;
Overdraft
September 30,
2019 – Agreement
pursuant to Art.
114, para. 10 of
POSA
Annexes
No 1/
August 28,
2020
KBC Bank Allterco
Robotics
EOOD
Allterco AD –
guarantor
BGN
1 955
thousand
(EUR 1
million)
One-month
EURIBOR,
increased by 2.5
percentage
points, but not
less than 2.5%;
management fee;
commitment fee;
commission for
issuing
guarantees
September
29, 2023
Pledge of
receivables on
accounts of
Allterco Robotics
EOOD in bank
Contract for a
standard
investment loan №
2757 of
28.09.2020
- DSK Bank
AD
Allterco
Properties
EOOD
Allterco Trading
EOOD – joint
debtor
BGN 880
thousand
(EUR 450
thousand)
Annual interest
formed by a
variable interest
rate of 1m
EURIBOR+2.1%
premium, but not
less than 2.1%;
annual management
fee;
September
28, 2024.
Mortgage on real
estate owned by
Allterco
Properties
EOOD; Pledge of
receivables
on
bank accounts of
the company and
Allterco Trading
EOOD in DSK
Bank.

6. С45;:8 EъE EвъD7а=8 ;8ца

During the reporting period Allterco AD has no transactions concluded with interested parties within the meaning of the POSA.

Allterco has no transactions which are beyond of its ordinary business activity or significantly deviate from market conditions with its subsidiaries and associated companies. Transactions with subsidiaries within its ordinary business activity are excluded from consolidation.

Key management staff

During the reporting period the members of the Board of Directors of the Parent Company received gross renumeration totaling BGN 258 thousand (31.03.2022: BGN 45 thousand.) from Allterco AD. The remuneration paid was in accordance with the disclosed Remuneration policy and the changes made in the number and composition of the members of the Board of Directors of the Parent Company, were adopted at the extraordinary General Meeting held on April 8, 2022.

At the General Meeting of Shareholders held on December 13, 2022, a decision was adopted to amend the Remuneration policy, as well as schemes were approved to provide members of the Board of Directors of Allterco AD with variable remuneration in shares of the Parent Company for the period 2022 - 2025.

All amounts are in thousand Bulgarian leva unless otherwise stated

7. Financial instruments by categories

The structure of the financial assets and liabilities by categories is as follows:

31 <аDF 2023
Financial assets according to the Statement
of financial position
Financial
assets at
amortized cost
- Cash
Financial assets
at amortized cost
Financial assets
at fair value
through other
comprehensive
income
Financial assets
at fair value
through profit or
loss
Total
Cash and cash equivalents 33 549 - - - 33 549
Other long - term capital investments - - 865 - 865
Long term trade receivables - 1 027 - - 1 027
Trade receivables - 21 244 - - 21 244
Deposits in commercial companies
and guarantees
- 96 - - 96
TOTAL FINANCIAL
ASSETS
33 549 22 367 865 - 56 781
31 <аDF 2023
Financial liabilities according to the Statement
of financial position
Financial
liabilities at
amortized cost
Financial
liabilities at fair
value through
profit or loss
Total
Lease liabilities 464 - 464
Bank loans 2 084 - 2 084
Trade liabilities 4 042 - 4 042
Contributory obligations 505 - 505
Guarantees 63 - 63
TOTAL FINANCIAL LIABILITIES 7 158 - 7 158
December 31, 2022
Financial assets according to the Statement
of financial position
Financial
assets at
amortized cost
- Cash
Financial assets
at amortized cost
Financial assets
at fair value
through other
comprehensive
income
Financial assets
at fair value
through profit or
loss
Total
Cash and cash equivalents 28 148 - - - 28 148
Other long - term capital investments - - 830 - 830
Long term trade receivables - 1 027 - - 1 027
Short-term financial assets 175 175
Trade receivables - 19 776 - - 19 776
Deposits in commercial companies
and guarantees
- 104 - - 104
TOTAL FINANCIAL ASSETS 28 148 21 082 830 - 50 060

Financial liabilities according to the Statement
of financial position
Financial
liabilities at
amortized cost
Financial
liabilities at fair
value through
profit or loss
Total
Lease liabilities 318 - 318
Bank loans 2 156 - 2 156
Trade liabilities 1 797 - 1 797
Contributory obligations 535 - 535
Guarantees 61 - 61
TOTAL FINANCIAL LIABILITIES 4 867 - 4 867

All amounts are in thousand Bulgarian leva unless otherwise stated

The fair value of the bank loan that the Group is using, is determined based on market interest rate applicable for similar instruments with similar term.

The Group does not work with derivative instruments.

8. Financial risk management

In the course of their usual business activity, the companies of the Group may be exposed to various financial risks, the most important of which are: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The overall risk management is focused on forecasting changes in financial markets in order to minimize the potential negative effects that could affect the financial results. Financial risks are currently identified, measured and monitored using various control mechanisms to adequately assess market conditions and their effects by the companies of the Group to avoid unjustified concentration of any specific risk.

Risk management is carried out on an ongoing basis under the direct supervision of the management and the Group's financial experts in accordance with the policy set by the Board of Directors of the Parent Company who developed the basic principles of general financial risk management. Based on these principles, the specific procedures for managing separate specific financial risks have been defined.

The following describes the different types of risks to which the companies within the Group are exposed, as well as the approach taken in managing these risks.

Market risk

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market prices.

. Currency risk

The companies within the Group carry out their transactions on the domestic market, in the European Union and in third countries (Asia and USA). The companies within the Group carry out their main deliveries in Bulgarian leva, euros and US dollars. To control the currency risk, a system has been introduced for planning

All amounts are in thousand Bulgarian leva unless otherwise stated

supplies from countries in and outside the European Union, as well as procedures for monitoring movements

in exchange rates of foreign currencies and control of incoming payments.

The tables below summarize the currency risk exposure:

In EUR In USD In other
foreign
currency
In BGN Total
23 336 3 486 7 6 720 33 549
1 027 - - - 1 027
- - 865 - 865
20 740 168 8 328 21 244
- - - 96 96
45 103 3 654 880 7 144 56 781
291 464
1 938 146 - - 2 084
2 451 939 - 652 4 042
- - - 505 505
- - - 63 63
4 680 1 085 - 1 393 7 158
- - 173
December 31, 2022 In
EUR
In USD In other
foreign
currency
In
BGN
Total
Cash and cash equivalents 13 160 8 640 604 5 744 28 148
Long-term trade receivables 1 027 - - - 1 027
Other
long-term
equity
instruments
- - 830 - 830
Short-term financial assets 175 - - - 175
Trade receivables 16 797 1 595 9 1 375 19 776
Deposits
in
commercial
companies
- - - 104 104
TOTAL ASSETS 31 159 10 235 1 443 7 223 50 060
Lease liabilities 128 - - 190 318
Bank loans 2 007 149 - - 2 156
Trade payables 448 355 - 994 1 797
Contributory obligations - - - 535 535
Guarantees - - - 61 61
TOTAL LIABILITIES 2 583 504 - 1 780 4 867

Currency sensitivity analysis

The companies within the Group are not exposed to currency risk in relation to their exposures in euro, because

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 56 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated the exchange rate of the BGN to EUR is fixed.

There is a currency risk exposure mainly in USD and Norway kroner (NOK). As of 31.03.2023 79% of Groups assets are in EUR, 6% in USD and 1.5% in Norwegian krone.

In the table below, a sensitivity analysis is presented to the possible changes in the exchange rate BGN/USD and BGN/NOK and the profit before taxes (through changes in the book values of monetary assets and liabilities), provided that all other variables are assumed to be constant.

Effect on profit before
tax
Increase/
Decrease in
exchange rate
BGN/ NOK
Effect on the
profit before
tax
Increase/ Decrease
in exchange rate
BGN/ USD
% %
9 +/-1.00% 37 +/-1.00% 2023
14 +/-1.00% 102 +/-1.00% 2022

The change in the exchange rate of the Norwegian krone also has an effect on other components of equity. With a 1% change in the exchange rate, the effect on other capital components, provided that all other variables are assumed to be constant, would be BGN 8 thousand.

B. Price risk

The companies within the Group are exposed to a specific price risk regarding the prices of the goods and services offered. Minimizing the price risk for negative price changes is achieved by periodically reviewing contractual relationships and revising and updating prices in relation to market changes.

The Group owns shares that are subject to trading on a regulated market, and during 2021 and 2022 the Group sold part of its shares. For the remainder of the shares, the Group is exposed to risks of negative changes on the regulated market in Norway.

As of March 31, 2023, the Group owns 593 536 shares of the capital of Link Mobility Group, which are traded on regulated market. The value of one share at market close as of 31.03.2023 is NOK 8.42 or the total value of the owned securities amounts to NOK 4 997 573 (BGN 858 thousand). If the quote changes by 1% the value of the shares will change by NOK 49 976 (BGN 8 thousand).

Risk of the interest-bearing cash flows

The companies within the Group do not have a significant concentration of interest-bearing assets, except for cash on current accounts with banks, therefore the revenue and operating cash flows are not largely dependent on changes in market interest rates.

At the same time, the cash outflows of the companies within the Group are exposed to interest rate risk from utilizing a bank loans and lease, agreed with a variable interest rate (1M EURIBOR).

All amounts are in thousand Bulgarian leva unless otherwise stated

Cash on current accounts with banks bear interest at interest rates according to the tariffs of the respective banks.

The exposure of the companies within the Group is currently monitored and analyzed to changes in market interest rates. Different refinancing scenarios, renewal of existing interest-bearing positions and alternative financing are considered.

March 31, 2023 Interest-free With
floating
interest %
With fixed
interest %
Total
Cash and cash equivalents - - 33 549 33 549
Trade receivables 21 244 - - 21 244
Long term trade receivables 1 027 - - 1 027
Deposits in commercial companies and
guarantees
96 - - 96
TOTAL ASSETS 22 367 - 33 549 55 916
Lease liabilities - - 464 464
Bank loans - 541 1 543 2 084
Trade payables 4 042 - - 4 042
Contributory obligations 505 - - 505
Guarantees 63 - - 63
TOTAL LIABILITIES 4 610 541 2 007 7 158
December 31, 2022 Interest-free With
floating
interest %
With fixed
interest %
Total
Cash and cash equivalents - - 28 148 28 148
Short-term financial assets 175 - - 175
Trade receivables 19 776 - - 19 776
Long term trade receivables 1 027 - - 1 027
Deposits in commercial companies and
guarantees
104 - - 104
TOTAL ASSETS 21 082 - 28 148 49 230
Lease liabilities - - 318 318
Bank loans - 541 1 615 2 156
Trade payables 1 797 - - 1 797
Contributory obligations 535 - - 535
Guarantees 61 - - 61
TOTAL LIABILITIES 2 393 541 1 933 4 867

Credit risk

The financial assets of the companies within the Group are concentrated in two groups: cash (cash on hand and at bank accounts) and receivables from clients.

Credit risk is mainly the risk that the customers of the companies within the Group will not be able to pay in full and within the usual deadlines the amounts owed by them. Trade receivables are presented in the

All amounts are in thousand Bulgarian leva unless otherwise stated

consolidated statement of financial position at amortized cost. An impairment has been charged for doubtful and uncollectible loans, as there have been events identifying uncollectible losses based on past experience.

The companies within the Group do not have significant concentration of credit risk. Their policy is to negotiate a credit period longer than 60 days only with customers who have a long history and commercial cooperation with them. Payments from customers for sales are mainly made by bank transfer.

Significant part of Group's revenue is generated by mobile operators or other customers, which in most cases are large companies with good credit rating.

The collection and concentration of receivables is monitored on an ongoing basis, according to the established policy of the companies within the Group. For this purpose, the open positions by clients, as well as the received receipts, are periodically reviewed by the financial and accounting department and the management, and an analysis of the unpaid amounts is performed.

As of March 31, 2023 cash and the payment operations of the companies within the Group are spread over several banks which limits the risk for cash and cash equivalents.

Management has defined its policy for assessing credit losses. For trade receivables, the simplified method is applied, with percentages determined based on past experience.

As of March 31, 2023, the Group has not written off receivables and no impairment of receivables has been accrued. As of December 31, 2022, receivables amounting to BGN 1 444 thousand are reported as written-off by the Group and BGN 441 thousand are recognised as impairment of receivables.

Group's credit risk exposure arising from its financial assets as of March 31, 2023 and December 31, 2022 is presented below:

As of March 31,
2023
As of December
31, 2022
Cash and cash equivalents 33 549 28 148
Long-term trade receivables 1 027 1 027
Short-term financial assets - 175
Trade receivables 21 244 19 776
Total 55 820 49 126

The impairment staging of the financial assets of the Company as of March 31, 2023 and December 31,2022

31.03.2023
Stage 1 Stage 2 Stage 3 Total
Financial assets
Cash and cash equivalents 33 549 - - 33 549
Long-term trade receivables 1 027 - - 1 027
Trade receivables 20 920 - 850 21 770

This document is a translation of the original Bulgarian text, in case of divergence the Bulgarian text shall prevail Page 59 of 65

All amounts are in thousand Bulgarian leva unless otherwise stated

Total 55 496 - 850 56 346
Booked provisions (ECL) for financial
assets
(50) - (476) (526)
Financial assets, net of booked
provisions
55 446 - 374 55 820
31.12.2022
Stage 1 Stage 2 Stage 3 Total
Financial assets
Cash and cash equivalents 28 148 - - 28 148
Long-term trade receivables 1 027 - - 1 027
Short-term financial assets 175 - - 175
Trade receivables 19 452 - 850 20 302
Total 48 802 - 850 49 652
Booked provisions (ECL) for financial
assets
(50) - (476) (526)
Financial assets, net of booked
provisions
48 752 - 374 49 126

The changes in the gross carrying amount of the financial assets are presented below:

Gross
carrying
amount
of
the
financial
instruments
Stage 1 -
expected
credit loss
for
12
months
period
Stage 2 -
expected
credit loss
for
the
period of
the
financial
asset life
Stage 3 -
expected
credit loss
for
the
period of
the
financial
asset life
TOTAL
Gross carrying amount as of December 31,
2022
48 802 - 850 49 652
Changes during the period:
Transfer from Stage 1 to Stage 2 - - - -
Transfer from Stage 1 to Stage 3 - - - -
Transfer from Stage 2 to Stage 3 - - - -
New financial assets 82 898 - - 82 898
Maturity of financial assets (76 204) - - (76 204)
Gross carrying amount as of March 31, 2023 55 496 - 850 56 346
Gross
carrying
amount
instruments
of
the
financial
Stage 1 -
expected
credit loss
for
12
months
period
Stage 2 -
expected
credit loss
for
the
period of
the
financial
Stage 3 -
expected
credit loss
for
the
period of
the
financial
TOTAL
asset life asset life

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All amounts are in thousand Bulgarian leva unless otherwise stated

Gross carrying amount as of December 31,
2021
40 758 - 4 327 45 085
Changes during the period:
Transfer from Stage 1 to Stage 2 - - - -
Transfer from Stage 1 to Stage 3 - - - -
Transfer from Stage 2 to Stage 3 - - - -
New financial assets 363 872 - - 363 872
Maturity of financial assets (355 828) - (3 477) (359 305)
Gross carrying amount as of December 31,
2022
48 802 - 850 49 652

The changes in booked ECL provision for financial assets in first quarter of 2023 and 2022 are presented below:

Stage
1
-
expected credit
loss
for
12
months period
Stage 2 -
expected
credit loss
for
the
period
of
the
financial
asset life
Stage 3 -
expected
credit loss
for
the
period
of
the
financial
asset life
TOTAL
ECL provision as of December 31, 2022 (50) - (476) (526)
Changes during the period:
Transfer from Stage 1 to Stage 2
Transfer from Stage 1 to Stage 3
Transfer from Stage 2 to Stage 3
New financial assets
Maturity of financial assets
ECL provision as of March 31, 2023
-
-
-
-
-
(50)
-
-
-
-
-
-
-
-
-
-
-
(476)
-
-
-
-
-
(526)
Stage
1
-
expected credit
loss
for
12
months period
Stage 2 -
expected
credit loss
for
the
period
of
the
financial
asset life
Stage 3 -
expected
credit loss
for
the
period
of
the
financial
asset life
TOTAL
ECL provision as of December 31, 2021 - - (237) (237)
Changes during the period:
Transfer from Stage 1 to Stage 2 - - - -
Transfer from Stage 1 to Stage 3 (50) - (391) (441)
Transfer from Stage 2 to Stage 3 - - - -
New financial assets - - - -
Maturity of financial assets - - 152 152
ECL provision as of December 31, 2022 (50) - (476) (526)

All amounts are in thousand Bulgarian leva unless otherwise stated Liquidity risk

Liquidity risk is the risk that the Group experiences difficulties meeting its obligations with respect to financial liabilities settled with cash or another financial asset.

The companies within the Group carry out a conservative liquidity management policy, through which they constantly maintain an optimal liquid stock of cash. Borrowed credit resources are also used.

In order to control the liquidity risk, the companies within the Group monitor the timely payment of the incurred liabilities according to agreed terms of payment.

The Companies within the Group monitor and control the actual and projected cash flows for periods ahead and maintain a balance between the maturity limits of the assets and liabilities of the Company. Currently, the maturity and timely execution of payments is monitored by the finance and accounting departments, maintaining daily information on available cash and upcoming payments.

March 31, 2022 to 1 m. 1-3 m. 3-6 m. 6-12 m. 1-2 y. 2-5 y. over 5
y.
Without
maturity
Total
Cash
and
cash
equivalents
- - - - - - - 33 549 33 549
Trade receivables 15 851 2 682 739 2 026 - - - - 21 244
Long-term
trade
receivables
Deposits in commercial
- - - - 1 027 - - - 1 027
companies
and
guarantees
- - - - - - - 96 96
TOTAL ASSETS 15 851 2 628 739 2 026 1 027 - - 33 645 55 916
Lease liabilities
Bank loans
Trade payables
Contributory
obligations
14
171
1 067
10
27
111
135
20
40
162
264
475
71
263
2 576
-
312
369
-
-
-
1 008
-
-
-
-
-
-
-
-
-
-
464
2 084
4 042
505
Guarantees - - - - - 63 - - 63
TOTAL
LIABILITIES
1 262 293 947 2 910 681 1 071 - - 7 158
December 31, 2022 to 1 m. 1-3 m. 3-6 m. 6-12 m. 1-2 y. 2-5 y. over 5
y.
Without
maturity
Total
Cash
and
cash
equivalents
- - - - - - - 28 148 28 148
Short-term
financial
assets
175 - - - - - - - 175
Trade receivables 14 383 2 628 739 2 026 - - - - 19 776
Long-term
trade
receivables
Deposits in commercial
- - - - 1 027 - - - 1 027
companies
and
guarantees
- - - - - - - 104 104
TOTAL ASSETS 14 558 2 628 739 2 026 1 027 - - 28 252 49 230
Lease liabilities 14 27 40 80 157 - - - 318
Bank loans 118 160 129 261 469 961 58 - 2 156
Trade payables 822 35 64 876 - - - - 1 797
Contributory
obligations
10 20 30 475 - - - - 535
Guarantees - - - - - - - 61 61
TOTAL
LIABILITIES
964 242 263 1 692 626 961 58 61 4 867

All amounts are in thousand Bulgarian leva unless otherwise stated

Capital risk management

With the capital management the Parent Company aims to create and maintain opportunities for it to continue to operate as a going concern and to ensure the appropriate return on investment of shareholders, and to maintain optimal capital structure, to reduce capital expenses.

Allterco AD currently monitors the capital structure based on the debt ratio. This ratio is calculated between the net debt capital and the total amount of capital. Net debt capital is defined as the difference between all borrowings (current and non-current) as stated in the consolidated statement of financial position and the cash and cash equivalents. The total amount of capital is equal to the equity and net debt capital.

The table below presents the debt ratios based on the capital structure:

31 <аDF
2023
31 45:5<вD8
2022
Total debt capital, incl. 12 242 9 726
-Bank loans 2 084 2 156
-Lease liabilities 464 138
Less: cash and cash equivalents 33 549 28 148
Net debt capital (21 307) (18 422)
Total equity 85 381 79 072
Total capital 64 074 60 650
Debt ratio 0.00% 0.00%

As the cash is larger than the debt capital, the Company has no indebtedness.

9. Fair values

For the purposes of disclosing fair value, the Group defines different classes of assets and liabilities depending on their nature, characteristics and risk and the respective level of the fair value hierarchy specified in note 2.11.18. Fair Values.

The Group's management has considered that the book values of cash and cash equivalents, trade and other receivables approximate their fair values due to the short-term nature of these financial instruments.

The attached table shows the book values and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. Fair value information is not included if the book value is reasonably close to the fair value.

The table below presents the hierarchy of the fair value of the Group's assets and liabilities in accordance with IFRS 13:

All amounts are in thousand Bulgarian leva unless otherwise stated

December 31, 2022 Book
value
Level 1 Level 2 Level 3
Financial assets
Other long - term capital investments 830 830 - -
Cash and cash equivalents 28 148 - 28 148 -
TOTAL ASSETS 29 082 830 28 148 -
Financial liabilities
Lease liabilities 318 - 275 -
Bank loans 2 156 - 1 866 -
TOTAL LIABILITIES 2 474 - 2 141 -
March 31, 2023 Book
value
Level 1 Level 2 Level 3
Financial assets
Other long - term capital investments 865 865 - -
Cash and cash equivalents 33 549 - 33 549 -
TOTAL ASSETS 34 414 865 33 549 -
Financial liabilities
Lease liabilities 464 - 399 -
Bank loans 2 084 - 1 942 -
TOTAL LIABILITIES 2 548 - 2 341 -

The fair value of the financial liabilities included in Level 2 in the table above was determined in accordance with the generally accepted valuation model based on discounted cash flows, the interest rate on the loan was used as a discount factor.

The fair value of trade receivables, short-term financial assets, trade payables and other liabilities approximates their carrying amount as these assets/liabilities are short-term in nature and there are not subject to effects, that lead to different fair value.

The fair value of financial assets included in Level 1 is determined using the market quotation for the price of the asset at the reporting date.

10. Events after the end of the reporting period

No adjusting or non-adjusting events have occurred between the date of this consolidated financial statement and the date of approval for its publication, except as follows:

After the end of the reporting period, the Company provided an additional cash contribution of EUR 500,000 to its subsidiary – the Slovenian company GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica. The additional cash contribution was granted for a period of 1 year at an annual interest rate of 1 % and was granted to cover losses and provide a temporary need for cash to continue the normal trading activities of the Slovenian company.

All amounts are in thousand Bulgarian leva unless otherwise stated

On 12 May 2023 Allterco JSCo published and invitation for a general meeting of shareholders, which will be

held on 12 June 2023 in Sofia, Bulgaria.

REPORT ON BUSINESS ACTIVITIES of ALLTERCO JSCo

FIRST QUARTER OF 2023

consolidated basis

Pursuant to Art. 100o, para. 4 in conjunction with Art. 100o1, para. 7 of the Public Offering of Securities Act and Art. Art. 12 of Ordinance No. 2 dated 09.11.2021 on the prospectuses for public offering and admission to trading on a regulated securities market and on the disclosure of information

These Notes to the Interim Report on the Business Activities of Allterco JSCo on an consolidated basis present information about the company, relevant to the end of fourth quarter of 2022 for the period 01.01.2023 – 31.03.2023 (the "reporting period').

1. INFROMATION ABOUT THE GROUP

Allterco JSCo is a public listed joint stock company, established in 2010 in the city of Sofia and entered in the Commercial Register at the Registry Agency on 11.02.2010 under UIC (unified identification code): 201047670 and LEI code (identification code of the legal entity) 8945007IDGKD0KZ4HD95 and is established for an unlimited period. Its name is written in Latin: ALLTERCO JSCo.

The company has its registered office and address of management: Republic of Bulgaria, Sofia County, Sofia Municipality, Sofia 1407, 103CherniVrah Blvd. The address for correspondence is the same; Tel: +359 2 957 12 47. The website of the Company iswww.allterco.com.

The Company is public listed within the meaning of the Public Offering of Securities Act and is registered as a public company in the register kept by the FSC with Decision 774 - PD of November 14, 2016 as a result of successfully completed initial public offering of shares from the Company9s capital increase.

Since November 22, 2021 the shares of Allterco JSCo are traded on two regulated markets in EU – Bulgarian Stock Exchange and Frankfurt Stock Exchange.

The company operates according to Bulgarian legislation.

The Issuer is part of an economic group, which consists of the parent company Allterco JSCo and its subsidiaries:

1.1.Structure of the economic group at the end of the reporting quarter for 2022

* In January 2023 the Company has closed the 1st stage of the acquisition of the Slovenian IoT provider GOAP Računalniški inženiring in avtomatizacija procesov d.o.o. Nova Gorica, (<GOAP= or the <Target Company=) which consisted in the acquisition of 60% of the share capital of the Target Company. The transaction is based on Share Purchase Agreements (<SPAs=) that were signed with all four GOAP shareholders. The total purchase price for the 1st stage transactions is EUR 2 million.

The remaining 40% of the GOAP share capital belonging to three individual shareholders of GOAP are subject to Option Agreement that was signed together with the SPAs. Under the Option Agreement Allterco will have unconditional call options and the selling shareholders will have conditional put options on two packages of shares (the exercise of each of the sellers' options is conditional upon the achievement of certain minimum criteria of KPI, EBITDA and revenue within the period 2023 – 2025). One option is for 16% of GOAPs share capital and the other option is for 24% of GOAPs share capital. The aggregate price for the shares in case of the exercise of the options depends on the extent to which the conditions therefore are met and may range from EUR 699,999.70 (BGN 1,369,080.41) to EUR 3,449,998.60 (BGN 6,747,610.76).

GOAP participates also in the following companies which are in process of liquidation:

  • 1,56% of INSTALACIJE d.d. montaža in trgovina v stečaju, with registered address Goriška cesta 66, 5270 Ajdovščina, Slovenia, registration number 5279330000 – in process of liquidation;
  • 50% of COCKPIT smart home avtomatizacija hiš d.o.o., with registered address, Ulica Klementa Juga 7, 5250 Solkan, Slovenia, registration number: 8159211000 – in process of liquidation;

**During the forth quarter of 2022 the subsidiary Allterco Robotics Ltd. has registered a branch in Ireland, registered with the Companies Registration Office with registration number 909893 and registered address 38 Upper Mount Street, Dublin, D02 PR89, Ireland

Allterco JSCo has participation in a company in China, Allterco Asia Ltd. (associated company) with headquarters and registered office in Shenzhen, Guangdong Province. The capital of the new company is CNY 100 000, as the participation of Allterco JSCo is 30% with an option to acquire additional up to 50% and reach a controlling stake of up to 80%. As of the date of this consolidated report, the management considers this project to be high risk and therefore has no plans to exercise the option at this time.

The scope of business of the Allterco JSCo, according to Art. 4 of its Articles of Association is: Acquisition, management, evaluation and sale of share participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition, evaluation, sale and assignment of licenses for the use of patents and other intellectual and industrial property rights; financing of companies in which Allterco JSCo participates; purchase of goods and other items for resale in their original, manufactured or processed form; sale of goods of own production; foreign trade transactions; commission, forwarding, warehousing and leasing transactions; transport transactions in the country and abroad; transactions of commercial representation and intermediation of local and foreign individuals and legal entities; consulting and marketing transactions; providing management and administration services to local and foreign legal entities; as well as any other commercial transactions not prohibited by law.

As a result of strategic deals, corporate changes and decisions in 2019 and 2021, the core business of the Issuer9s Group in the reporting period of 2022 remains the development, production and sale of IoT devices.

Since 2015, the Group has grown organically in the IoT sector through the development and implementation of two main product categories - tracking devices under the brand MyKi and home automation systems under the brand Shelly.

1.2.Management

During the reporting period there has been a change in the personnel of the Board of Directors. With the resolution of the General Meeting of Shareholders of 08.04.2022 there has been changed the number of the Board members from three to five, where Mr. Wolfgang Kirsch and Mr. Gregor Bieler joint to the current members.

Pursuant to the resolution of the General Meeting of Shareholders at its first meeting held on 08.04.2022. the Board of Directors elects from among its members the following executive members, Chairman and Deputy-Chairman:

  • Gregor Bieler Chairman;
  • Nikolay Martinov Deputy Chairman;
  • Dimitar Dimitrov Executive Director and Representative;
  • Wolfgang Kirsch Executive Director and Representative;
  • Svetlin Todorov Member of the Board of Directors and Representative;

The representatives represent the Company together or individually.

1.3.Capital structure

As of the end of the reporting period the issued, subscribed, paid-in and registered capital of the Company amounts to BGN 17 999 999 (seventeen million nine hundred ninety-nine thousand nine hundred ninetynine), and is divided into 17 999 999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-nine) dematerialized ordinary registered voting shares, with a par value of 1 (one) BGN each.

The capital is fully paid in five contributions:

  • Non-monetary contribution representing 100% of the shares of Teravoice EAD, with an appraised monetary value of BGN 50,000 (fifty thousand);
  • Non-monetary contribution representing 69.60% of the shares of Terra Communications JSCo, with an appraised monetary value of BGN 5,438,000 (five million four hundred and thirty-eight thousand);
  • A combination of non-monetary and cash contributions amounting to BGN 8,012,000 (eight million and twelve thousand).
  • Cash contributions at the amount of BGN 1,500,000 (one million and five hundred thousand) compared to 1,500,000 (one million and five hundred thousand) subscribed and fully paid-in dematerialized ordinary registered voting shares with a par value of BGN 1 each, as a result of a procedure for Initial Public Offering of a new issue of shares.
  • Cash contributions at the amount of BGN 2,999,999 (two million nine hundred ninety-nine thousand nine hundred ninety-nine) against 2,999,999 (two million nine hundred and ninety-nine thousand nine hundred and ninety-nine) subscribed and paid-in dematerialized ordinary registered voting shares with a nominal value of BGN 1 each, as a result of a procedure for Public Offering of a new issue of shares. The public offering of shares from the capital increase of Allterco JSCo was carried out in the period 28.09.2020 - 30.10.2020, on the basis of a Prospectus, together with the supplements thereto, confirmed by the Financial Supervision Commission with Decision № 148- F of 18.02.2020, Decision № 405-E of 11.06.2020, Decision № 601-E of 13.08.2020 and Decision № 791-E of 29.10.2020.

As of 31 March, 2023 the capital structure of ALLTERCO JSCo is as follows:

NAME OF SHAREHOLDER CAPITAL
PERCENTAGE
Svetlin Todorov 32,48 %
Dimitar Dimitrov 32,48 %
Other individuals and legal entities 35,04 %

As of March 31, 2023 the company holds 40 000 treasury shares, representing 0,22% of the registered capital.

1.4.Development and research activities

The company has not carried out activities in the area of research and development and does not plan such in the near future. One of the subsidiaries of Allterco JSCo has carried out such activity during the reporting period, namely: Allterco Robotics Ltd.

2. IMPORTANT EVENTS FOR ALLTERCO JSCo

Detailed information about the important events that occurred during the reporting period for ALLTERCO JSCo, as well as other information that could be important for investors is regularly disclosed by the company in accordance with regulatory requirements. In compliance with the requirement of Art.43a et seq. of Ordinance No. 2 of FSC, in conjunction with Art. 100t, Para 3 of the POSA, the Company discloses the regulated information to the public through selected information media. All information provided to the media in fully unedited text is available at: http://www.x3news.com/. The required information is submitted to the FSC - through the unified system for submission of information electronically, developed and maintained by the FSC - e-Register. The information is also available on the Company9s website at: https://allterco.com/en/INVESTORS.

The announced important events that occurred during the reporting period did not have a significant impact on the financial results of the company on an consolidated basis.

3. FINANCIAL POSITION AND DEVELOPMENT OF THE BUSINESS ACTIVITIES DURING THE REPORTING PERIOD

3.1.Operating income

As of the end of the reporting period ALLTERCO JSCo reported on consolidated basis a profit of BGN 5 922 thousand, which is an increase of the profit by 51,5% compared to the same reporting period of the previous year.

At the end of the reporting period, the revenues from the operations of Allterco JSCo on a consolidated basis increased by 57.56% compared to the same period of the previous year. Revenues from the sale of devices increased by 61.1%, while revenues from services and other operating income decreased..

REVENUE 3 months of
2022
thousand BGN
y/y change
%
3 months of
2023
thousand BGN
Sale of devices 17 131 61.1% 27 595
Revenue from services 19 -31.6% 13
Other operating revenue 398 -89.7% 41
Total operating revenue 17 548 57.56% 27 649
Share in the profit of associated companies 6 466.7% 34

3.2.Operating expenses

As of the end of the reporting period the total operating expenses of ALLTERCO JSCo increased by 51,8 % compared to the same reporting period of the previous year. This increase is mainly due to the increase of the expenses for salaries and external services.

The biggest part of the reported operating expenses for the period is comprised of expenses for salaries and social securities with 51,8 %, followed by external services with a share of 32,3% and the expenses for sales and marketing with 9.4%.

EXPENSES 3 months of 2022
thousand BGN
y/y change
%
3 months of 2023
thousand BGN
Materials 87 29.9% 113
External services 904 177.8% 2 511
Depreciation 251 -37.8% 156
Salaries 3 026 33.4% 4 036
Other administrative expenses 21 -38.1% 13
Total administrative expenses 4 289 59.2% 6 829
Sales and marketing 733 0.1% 734
Other operating expenses 107 106.5% 221
Total Operating Expenses 5 129 51.8% 7 784

3.3. Financial indicators

Liquidity Ratios

LIQUIDITY RATIOS 12/31/2022 3/31/2023
Current ratio 9.68 7.71
Quick ratio 6.79 5.71
Immediate liquidity ratio 3.53 3.21
Cash ratio 6.25 5.52

The current ratio at the end of the reporting period decreased due to the following: the current assets increased by 4,5% compared to the end of 2022, while the current liabilities increased by 31.2%.

The quick ratio at the end of the reporting period decreased due to the following: the inventory decreased by 9.2% compared to the end of 2022, while the current liabilities increased by 31.2%.

The immediate liquidity ratio at the end of the reporting period decreased due to the following: the current liabilities increased by 31.2 % compared to the end of 2022, while cash increased by 19.2%.

The cash ratio at the end of the reporting period decreased due to the following: the current liabilities increased by 31.2 % compared to the end of 2022, while cash increased by 19.2% and the commercial receivables increased by 11.6%.

Financial autonomy coefficients

DEBT RATIOS 12/31/2022 3/31/2023
Debt / Equity 0.12 0.14
Debt / Assets 0.11 0.13
Equity / Debt 8.13 6.95

The change in the debt/equity ratio at the end of the reporting period is due to the following: the Company9s total liabilities increased by 25.9 % compared to the end of 2022, and equity increased by 7.7%.

The change in the debt/assets ratio at the end of the reporting period is due to the following: the Company9s total assets increased by 9.7% compared to the end of 2022, while the Company9s total liabilities increased by 25.9%.

The change in the financial autonomy ratio at the end of the reporting period is due to the following: the total liabilities of the Company increased by 25.9 % compared to the end of 2022, and equity increased by 7.7%

4. DESCRIPTION OF THE MAIN RISKS AND UNCERTAINTIES

The risks associated with the core business of the Company can generally be divided into systemic (general) and non-systemic (related specifically to its business and the industry in which it operates). Relevant for the Company are also the similar categories of risks inherent in the company business and the industry in which its subsidiaries operate, insofar as they are the main source of the Company9s income. Separately, investors in the Company9s financial instruments are also exposed to risks related to the investments in securities themselves (derivative and underlying)

4.1.SYSTEMIC RISKS

Systemic risks are related to the market and the macro environment in which the Company operates, which is why they cannot be managed and controlled by the Company9s management team. Systemic risks are: political risk, macroeconomic risk, inflation risk, currency risk, interest rate risk, tax risk and unemployment risk.

Type of risk Description
POLITICAL RISK Political risk is the likelihood of a change of Government, or of a sudden change in its
policy, of occurrence of internal political turmoil and adverse changes in European and/or
national legislation, as a result of which the environment in which local businesses operate
will change negatively, and investors will incur losses.
In November 2021, the country
held for the second time early parliamentary elections for the Ordinary National Assembly,
as a result of which for the political party ruling in last 12 years lost its position in the state
governance and a new government is expected to be formed. Early parliamentary
elections were held in April 2023, and as of the date of this report, the process to form a
regular government is underway
Political risks for Bulgaria internationally are related to the commitments undertaken to
implement serious structural reforms in the country in its capacity as an equal member of
the EU, increasing social stability, limiting inefficient spending, on the one hand, as well as
the strong destabilization of the countries of The Middle East, military interventions and
conflicts in the region of the former Soviet Union, the refugee waves generated by these
factors, and the potential instability of other key countries in the immediate proximity of
the Balkan
Other factors that also affect this risk are the possible legislative changes and in particular
those concerning the economic and investment climate in the country.
GENERAL
MACROECONOMIC
RISK
According to the National Statistical Institute, in March 2023 the overall business climate
indicator In March 2023 the overall business climate indicator remained at its February
level. A decrease in the indicator was recorded in industry, retail trade and the service
sector, while construction saw an increase.
Business climate – total, Source: NSI1
According to the ECB experts' March 2023 forecasts, average annual real GDP growth is
expected to slow significantly to 1.0% in 2023 (from 3.6% in 2022), then to rise to 1.6% in
2024 and 2025. Compared with the December 2022 macroeconomic forecasts of the
Eurosystem experts, the GDP growth forecast has been revised up by 0.5 percentage
points for 2023, following the surprise positive data reported in the second half of 2022
and the improved short-term outlook. For 2024 and 2025, it has been revised down by 0.3
percentage points and 0.2 percentage points, respectively, as tightening financing
conditions and the recent appreciation of the euro offset the full positive effect of lower
inflation on incomes and confidence2
INTEREST RATE
RISK
Interest rate risk is related to possible negative changes in interest rates established by
the financial institutions of the Republic of Bulgaria.
On March 16, 2023, the interest rate risk will be determined by the European Central Bank.
The Governing Council decided to raise the three key ECB interest rates by 50 basis points
each in line with its decision to ensure a timely return of inflation to the medium-term
target of 2%. Accordingly, the interest rate on the main refinancing operations and the
interest rates on the marginal lending facility and the deposit facility will be raised to
3.50%, 3.75% and 3.00% respectively with effect from 22 March 2023.3
01.01.2022
0.00
01.02.2022
0.00
01.03.2022
0.00
01.04.2022
0.00
*Source: BNB4
INFLATION RISK Inflation risk is a general price increase in which money depreciates and households and
firms are likely to suffer a loss.
The consumer price index is the official measure of inflation in the Republic of Bulgaria. It
assesses the overall relative change in the prices of goods and services used by households
for personal (non-productive) consumption and is calculated by applying the structure of
final monetary consumption expenditure of Bulgarian households.

1 https://www.nsi.bg/sites/default/files/files/pressreleases/Economy2023-03\_V1B5DUZ.pdf

2 https://www.bnb.bg/bnbweb/groups/public/documents/ecb\_publication/publications\_ecb\_mb\_202302\_bg.pdf

3 https://www.bnb.bg/bnbweb/groups/public/documents/ecb\_publication/publications\_ecb\_mb\_202302\_bg.pdf

4 https://www.bnb.bg/Statistics/StBIRAndIndices/StBIBaseInterestRate/index.htm

According to the NSI, in March 2023 the monthly inflation rate is 0.5% compared to the
previous month, and the annual inflation rate for March 2023 compared to March 2022 is
14.0%.1 The inflation rate since the beginning of the year (March 2023 compared to
December 2022) is 2.6%, and the average annual inflation rate for the period April 2022 -
March 2023 compared to the period April 2021 - March 2022 is 16.5%.5
The previous month
y/y inflation
*the inflation measured by the consumer price index, by months, Source: NSI
According to the March 2023 HICP, monthly inflation was 0.6% from the previous month,
and annual inflation for March 2023 to March 2022 was 12.1%.1 Year-to-date inflation
(March 2023 to December 2022) was 2.5%, and average annual inflation for April 2022 to
March 2023 to April 2021 to March 2022 was 14.1%.
ECB experts report that inflation fell to 8.5% in February. Its slowdown is due to another
sharp fall in energy prices. Headline inflation in the Eurosystem is expected to fall below
3.0% by the end of 2023 and stabilise at 2.9% in 2024, before slowing further to the
inflation target of 2.0% in the third quarter of 2025, averaging 2.1% for the year. In
contrast to headline inflation, core inflation as measured by HICP excluding energy and
food will be higher on average in 2023 than in 2022, reflecting lagged effects related to
the indirect impact of both the previous high energy prices and the previous strong
6
depreciation of the euro, which will prevail in the short term.
CURRENCY RISK Exposure to currency risk is the dependence and effects of changes in exchange rates.
Systemic currency risk is the probability of a possible change in the currency regime of the
country (currency board), which would lead either to BGN devaluation or to BGN
appreciation compared to foreign currencies.
Currency risk will have an impact on companies with market shares, the payments of
which are made in a currency other than BGN and EUR. Since, according to the current
legislation in the country the Bulgarian lev is fixed to the euro in the ratio EUR 1 = BGN
1.95583, and the Bulgarian National Bank is obliged to maintain a level of Bulgarian levs in
circulation equal to the bank9s foreign exchange reserves, the risk of devaluation of the
BGN compared to the European currency is minimal and consists in the eventual early
abolition of the currency board in the country. At this stage, this seems unlikely, as the
currency board is expected to be abolished upon the adoption of the EUR in Bulgaria as
an official unit of payment.
Theoretically, currency risk could increase when Bulgaria joins the second stage of the
European Exchange Rate Mechanism (ERM II). This is a regime in which the country must
maintain the exchange rate compared to the EUR within +/- 15% on the background of the

5 https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2023-03\_V42JJYX.pdf

6 https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2023-03\_V42JJYX.pdf

the allowed ones of ± 15%. central parity. In practice, all countries currently in this mechanism (Denmark, Estonia,
Cyprus, Lithuania, Latvia, Malta) are witnessing fluctuations that are significantly less than
On July 10, 2020, Bulgaria joined the ERM II exchange rate mechanism, known as the 8euro
area9s waiting room9. The central rate of the Bulgarian lev is fixed at EUR 1 = BGN 1.95583.
Around this central exchange rate of the BGN, the standard range of plus or minus 15
percent will be maintained. Bulgaria joins the exchange rate mechanism with its existing
currency board regime, as a unilateral commitment and without additional requirements
to the ECB.7
At the same time, our country must enter into close cooperation with the
unified banking supervision. The fixed exchange rate of the BGN to the EUR does not
eliminate for the Bulgarian currency the risk of unfavorable movements of the euro
exchange rate against other major currencies (US dollar, British pound, Swiss franc) on the
international financial markets, but at present the company does not consider that such a
risk would be material to its business. The company may be affected by currency risk
depending on the type of cash flow currency and the type of currency of the company9s
potential loans.
The Allterco JSCo Group companies operate in Bulgaria as well as in EU countries and first
countries, mainly in the USA and the Asia-Pacific region. At present, the main revenues
from the Group9s IoT business are in BGN or EUR, and the costs of delivery of goods in this
segment are mainly in US dollars and are largely tied to the Chinese yuan, which is why
the appreciation of the US dollar or Chinese yuan would have an adverse effect on the
business performance. In terms of US dollar exposure, the Group companies are expected
to have significant US dollar sales revenue in the US and other non-EU markets in the
future, which to some extent balances the Group9s net exposure to this major currency.
To limit the effects of the currency risk, the companies of the Group have introduced a
system for planning the deliveries from countries inside and outside the EU, as well as
procedures for ongoing monitoring of the movements in the exchange rates of the foreign
currencies and control over the forthcoming payments. Currently, the Group companies
do not use derivative instruments for hedging the currency risk but, if necessary, the
management is ready to enter into such transactions.
Credit risk of the
state
Credit risk is the probability of deterioration of Bulgaria9s international credit ratings,
caused by the government9s inability to repay its liabilities regularly. Low credit ratings of
the country can lead to higher interest rates, more difficult financing conditions, both for
the state and for individual economic entities, including the Issuer. Credit ratings are
prepared by specialized credit rating agencies and serve to determine and measure a
country9s credit risk. Bulgaria9s credit rating is presented in the following table:
Table 1: Credit risk of Bulgaria
Credit agency Date of last change Long-term rating Prospects
Standard & Poor8s 26.11.2022 8 BBB/A-2 Stable
Fitch 19.11.2022 9 BBB Positive
Source: Ministry of Finance

7 https://www.bnb.bg/bnbweb/groups/public/documents/ecb\_publication/publications\_ecb\_mb\_202302\_bg.pdf

8 https://www.ecb.europa.eu/press/pr/date/2020/html/ecb.pr200710~4aa5e3565a.en.html

9 https://www.minfin.bg/bg/news/12025

The international credit rating agency S&P Global Ratings affirmed its long-term and short
term foreign and local currency sovereign credit ratings on Bulgaria at <BBB/A-2=. The
outlook remains stable.
The stable outlook balances Bulgaria's weaker economic growth prospects in the near
term and elevated domestic political uncertainty against Bulgaria's low net general
government debt and contained interest expenditures. In S&P Global Ratings9 view, this
affords Bulgaria a policy buffer and leaves its public finances less susceptible to a swift
increase in interest rates globally. Bulgaria is currently experiencing high inflation, which,
in S&P Global Ratings9 view, could pose challenges to it becoming a member of the
eurozone in 2024.
S&P Global Ratings expects Bulgaria's GDP growth to weaken notably in the coming
months. Although the economy has remained more resilient in 2022 against fallout from
the Russia-Ukraine conflict than the rating agency initially expected, several challenges lie
ahead. In particular, the rating agency expects external demand from Bulgaria's main
trading partners in the EU will reduce and domestic consumption will lose steam as
continuously high inflation, which is estimated at close to 10% on average in 2023, weighs
on real wages. Positively, EU-funded projects will provide some support to the economy.
S&P Global Ratings projects real growth of less than 1% in 2023 – a substantial slowdown
from the 3% it anticipates for 2022.
According to S&P Global Ratings, Bulgaria is gradually progressing in its efforts to enter
the eurozone, but it remains unclear whether it will be granted membership in 2024 due
to several remaining obstacles. Bulgaria's successful accession to the eurozone would
eliminate residual euro exchange rate risks in its economy, improve the country's access
to euro capital markets, and grant domestic banks direct access to the ECB resources.
However, Bulgaria is currently experiencing high inflation (at close to 15%), which, in the
view of the rating agency, could complicate the task of meeting the inflation convergence
criterion next year. Domestic political uncertainty also persists with a caretaker
government still in office following the most recent snap election in October 2022,
hampering the process of preparing for accession.
The rating agency could raise the ratings on Bulgaria if it became a eurozone member;
improvements in Bulgaria's balance of payments position could also support an upgrade.
S&P points out that it could lower the ratings if Bulgaria's economic prospects deteriorated
significantly compared to the rating agency9s current expectations, which could occur, for
example, due to stronger second-round effects from a slowdown in global growth, the
regional security situation significantly worsening, or disruptions of energy imports from
Russia threatening the availability of sufficient energy supplies for Bulgaria's economy.
10
The international credit rating agency Fitch Ratings has affirmed Bulgaria9s long-term
foreign and local currency Issuer Default Ratings (IDR) at <BBB= with a Positive Outlook.
Bulgaria's ratings are supported by its strong external and public balance sheets versus
'BBB' peers and a credible policy framework, underpinned by EU membership and a long
standing currency-board. This is balanced by unfavourable demographics, which weigh on
potential growth and government finances over the long term.
The Positive Outlook reflects the prospect of euro adoption, which could lead to further
improvements in external metrics. The authorities remain committed to euro adoption by
2024, with risks around the timeline mainly tied to exogenous factors. The rating agency

10 https://www.minfin.bg/bg/news/12018

does not expect a delay of more than one year in euro accession if the country fails to
meet convergence criteria in 2023, as it considers that there is a clear commitment at EU
level to expedite the process.
Fitch Ratings forecasts GDP growth to slow to 3% in 2022 from 4.2% in 2021 as higher
inflation and weaker external demand affect consumption and external trade,
respectively. Economic performance in 1Q22 held up surprisingly well as private
consumption remained resilient, but the rating agency expects activity to weaken as
inflationary pressures accentuate throughout 2022. Fitch Ratings continues to expect a
modest acceleration of growth in 2023 (to 3.8%) largely due to stronger investment linked
to EU Funds. Political uncertainty remains an important downside risk. The renewed
prospects of new elections could delay absorption of funds linked to the Recovery and
Resilience Plan (RRP), which was finally approved in April. However, the risks around a
more substantive slowdown appear contained at present, highlighting the economy's
resilience in the last couple of years to both domestic and external shocks.
In response to inflation and energy price shock, the government proposed a 2022 budget
law revision. It foresees a set of support measures worth around BGN 2.1 billion (2.0% of
GDP). Next to VAT rate cuts on some products, increase of tax relief for families with
children and fixed compensation for liquid fuel prices, the plan envisages a two-stage
pension hike in July and October.
Fitch Ratings forecasts the budget deficit to widen to 4.9% of GDP in 2022, from 4.1% of
GDP in 2021, driven predominantly by support measures. In its view, the deficit will narrow
to 2.9% of GDP in 2023 as expenditure pressures recede. Despite wider deficits, Bulgaria's
public debt ratio will remain very low compared with EU countries and 'BBB' peers.
The key factors that could lead to positive rating action/upgrade include progress toward
eurozone accession, including greater confidence in Bulgaria meeting membership criteria
and an improvement in economic growth potential, Factors that could lead to negative
rating action/downgrade include a significant delay in the timeline of eurozone accession
or a large adverse macroeconomic shock, which would materially lower medium-term
growth prospects compared with Fitch's current expectation.11
Unemployment
risk
As a major factor affecting consumer purchasing power, an increase in unemployment
would reduce demand for IoT products. On the other hand, the demand for staff from
businesses continues to be very active, so such a risk seems negligible within the next year.
Eurostat estimates the seasonally adjusted unemployment rate in the euro area at 6.6%
in February 2023, stable compared to January 2023 and down from 6.8% in February 2022.
In February 2023, the EU unemployment rate was 6.0%, down from 6.1% in January 2023
and from 6.2% in February 2022.12
The unemployment rate in Bulgaria in January 2023 was 3.9%, down from 4% in December
2022 and from 4.5% in January 2022The administrative statistics of the Bulgarian
Employment Agency report a registered unemployment rate of 4.7% in the las month of
13
2022 and continue to decline in annual terms - in this case by 0.1 percentage points.

11 https://www.minfin.bg/bg/news/12025

12 https://ec.europa.eu/eurostat/statistics-

explained/index.php?title=Unemployment\_statistics#Unemployment\_in\_the\_EU\_and\_the\_euro\_area

13 https://ec.europa.eu/eurostat/statistics-explained/images/c/c0/Extra\_tables\_Statistics\_explained\_31-03-2023.xlsx

Risk associated
with the legal
system
Although Bulgaria has introduced a number of significant legislative changes since joining
the EU and most of the Bulgarian legislation has been harmonized with EU legislation, the
legal system in the country is still in the process of reform. Judicial and administrative
practices remain problematic and it is difficult to effectively resolve property disputes,
breaches of laws and contracts and other. Deficiencies in the legal infrastructure can result
in uncertainties arising from the implementation of corporate actions, the implementation
of supervision and other issues.
TAX RISK It is essential for the financial performance of the companies to maintain the current tax
regime. There is no guarantee that the tax legislation, which is directly relevant to the core
business of the Company, will not be changed in a direction that would lead to significant
unforeseen expenses and, accordingly, would adversely affect its profit. The taxation
system in Bulgaria is still developing, as a result of which a contradictory tax practice may
arise.

4.2.NON-SYSTEMIC RISKS

Risks related to the industry in which the Group operates

Such risks are: risk of shortage of key personnel, risk of strong competition, risk related to personal data security and hacker attacks, risk of technology change.

Risk of shortage of key personnel

One of the biggest challenges for technology companies, such as the companies of the Group, as well as given the specific scope of their business in the field of telecommunications and engineering and software development, is the shortage of skilled personnel. Insufficient availability of suitable staff in the subsidiaries could adversely affect the future development of the Group due to delays in the development of new products/services and the maintenance of existing ones. On the other hand, the high competition in this sector raises the cost of labor. Thus, the financial position and market share of the Group companies could suffer.

Risk of strong competition

After the sale of most of the telecommunication business of the group, the Group companies operate mainly in the segment of the Internet of Things (IoT). This segment is one of the most modern and promising sectors of the industry, which attracts the interest of many technology giants and start-up companies. The loss or inability to gain market share and the fall in final product prices due to increased competition may have a negative effect on revenue, profit and profit margins. Maintaining a competitive position requires investment in the creation of devices with new utilities, improvement of existing solutions and expansion of market share and it cannot be taken for granted that new developments will be established among the competing ones on the market.

Risk related to personal data security and hacker attacks

The technology industry is characterized by digital transmission of information that could be strictly confidential, containing personal data of users of products, financial information of companies, information about new products and other. The protection of such information is a critical factor for the normal operation of companies in the industry, including of the Group. The sales of the devices and the use by the users of the accompanying mobile applications and cloud services provided by the Group are related to the exchange and storage of personal data. Potential breaches in information security can lead to: i) Loss of customers and/or partners and their migration to competing companies; (ii) Imposing sanctions and lawsuits related to breaches of applicable data protection and privacy laws; iii) Lost or delayed orders and sales; iv) Adverse effects on reputation, business, financial position, profits and cash flows.

Risk of regulatory and specific technical requirements

The supply of IoT devices is related to regulation regarding the certification of products for sale in the respective country. In the European Union, products are required to bear the 8CE9 marking, which indicates that the product has been evaluated and meets the requirements of safety, health and environmental protection. In the US, the equivalent is 8UL9 certification. For certification purposes, accredited laboratories are assigned compliance tests, which involve significant costs. In addition, specifics in the requirements of local regulators and contractors (especially mobile operators) may require additional tests and certification to be performed, which increases the cost of entering a particular market or particular distribution channel.

Sales of the Group companies9 products cover an increasing number of markets, which often have local regulation regarding the certification of similar products in the respective country. Meeting the requirements of local regulation is related to time and resources and may delay the Company in entering new markets or require additional costs in order to meet different standards.

The change in regulatory requirements for devices may involve additional costs for making them compliant with the new requirements, including costs for withdrawing products from the market to making them compliant with these requirements. The Group companies and their local partners regularly monitor planned changes in the legislation and take timely measures to ensure the compliance of products with them.

Eventual changes in the regulations in the telecommunications sector, could have some impact on the operation of the Group as mobile operators are one of the main sales channels for existing MyKi series products. Big part of the devices developed and sold by the companies in the IoT Group use Internet-based technology and can work with the services of any Internet provider. To that effect, the Group is now less dependent on regulations in the field of telecommunications, insofar as the companies in its structure are not providers of telecommunication services and mobile operators are only one of the channels for trade and distribution of IoT devices.

Risk of technology change

The Issuer and its subsidiaries operate in an extremely dynamic segment, in which technologies have a significant impact and are a source of competitive advantage. To that effect, there is a risk of delayed adaptation to new technologies due to lack of knowledge, experience or sufficient funding, which may have a negative impact on the Issuer. The slow adaptation to the new realities may lead to a loss of competitive positions and market shares, which in turn will lead to a deterioration of the Group9s performance.

Risks related to the Group's business

Such risks are: operational risk, risk related to business partners, risks arising from new projects and liquidity risk.

Operational risk

Operational risk can be defined as the risk of loss as a result of inadequate or non-functioning internal management procedures. Such risks may be caused by the following circumstances:

  • Adoption of wrong operational decisions by the management staff related to the management of current projects;
  • Insufficient amount of skilled personnel needed for the development and implementation of new projects;
  • Leaving key employees and inability to replace them with new ones;
  • Risk of excessive increase in management and administration costs, leading to a decrease in the overall profitability of the Issuer;
  • Technical damages leading to prolonged interruption of the provided services may lead to termination of contracts with clients.

The effects of such circumstances would be a decrease in the Issuer9s revenues and deterioration of its business performance.

Risk associated with business partners

Production activities in the IoT segment is outsourced, mainly to China, concentrated in several manufacturers. Potential risks associated with key subcontractors are related to the accurate and timely execution of deliveries or termination of business relationships. Although management believes that there is a wide range of alternative suppliers, the possible transfer of production to new partners and diversification of subcontractors may lead to delivery delays and additional costs, which may affect the ability of the Group companies to perform agreed orders from customers and adversely affect the Group9s reputation and financial performance.

Risks arising from new projects

The main business activity of Allterco JSCo is related to investments in subsidiaries. There is a risk that some of the subsidiaries will not be able to meet their goals, which will lead to lower or negative return on investment.

The development of new products and services by the subsidiaries of Allterco JSCo is related to the investment in human resources, software, hardware, materials, goods and services. Should new products and services fail to be marketed, such investments would be unjustified. This in turn would have a negative impact on the costs and assets of the Company, as well as on the performance of its business activities. In order to manage the risk arising from new projects, the Group companies perform a market analysis, prepare a financial analysis containing different scenarios, and in some cases discuss with potential customers the concept of the new service/product.

Liquidity risk

The expression of the liquidity risk in relation to the Group is associated with the possibility of lack of timely and/or sufficient available funds to meet all current liabilities. This risk may appear both in case of significant delay of the payments by the debtors of the Company, as well as in case of insufficiently effective management of the cash flows from the operation of the Company.

Some of the Group companies use bank financing in the form of an investment loan, overdraft or revolving credit line, which can be used in case of liquidity problems.

The company pursues a conservative liquidity management policy, through which it constantly maintains an optimal liquidity cash reserve and good ability to finance its business activities. In order to control the risk, the Company monitors the timely payment of incurred liabilities. The company monitors and controls the actual and projected cash flows for periods ahead and maintains a balance between the maturity limits of the assets and liabilities.

5. TRANSACTIONS WITH RELATED OR INTERESTED PARTIES

For the reporting period the Company has not entered into transactions with interested parties in the meaning according to POSA.

The Company has not entered into any transactions with other Group companies that fall beyond their scope of regular business or that significantly deviate from the market conditions.

  • The company uses rental cars from its subsidiary at a total value of BGN 4 thousand (reported as amortization expense of assets with right to use, in accordance with IFRS16 the carrying amount of recognised right-of-use assets is BGN 34 thousand and the current lease liability is BGN 13 thousand).
  • Allterco JSCo has granted in March 2023 a cash loan to its subsidiary GOAP Računalniški inženiring in avtomatizacija proces d.o.o., Nova Gorica in the amount of BGN 978 thousand (EUR 500 thousand) under the following conditions: repayment term 31.12.2029, interest rate - according to the statistical data published by the Bulgarian National Bank on 'Interest rates and volumes on nonoverdraft balances for the non-financial corporations sector (in EUR over 5 years)';
  • During the period, Allterco JSCo accrued interest income of BGN 4 thousand on an additional cash contribution to Allterco Robotics US with a new name - Shelly USA, Inc.

For more information on deals with related parties see Note 6 of the financial report as of March 31, 2023.

Board of Directors

During the reporting period, to the members of the Board of Directors have been paid gross remunerations in total amount of BGN 258 thousand. The amounts paid are in compliance with the approved remuneration policy of the Company and the changes made in the number of seats in the Board and the appointment new members, that were appointed on an extraordinary meeting of shareholders held on April 8, 2022.

At the General Meeting of Shareholders held on 13.12.2022, a decision was adopted to amend the remuneration policy, as well as the schemes for providing the members of the Board of Directors with variable remuneration in shares of the company for the period 2022 – 2025.

At the end of the reporting period, the Company had no payables to its key management personnel.

6. INFORMATION ON NEWLY INCURRED SIGNIFICANT RECEIVABLES AND/OR LIABILITIES FROM THE BEGINNING OF THE YEAR TO THE END OF THE REPORTING QUARTER

There are no newly incurred significant receivables and/or liabilities, excluding the cash loan provided to GOAP Računalniški inženiring in avtomatizacija proces d.o.o., Nova Gorica.

7. INFORMATION ON THE TRADING IN THE SHARES OF ALLTERCO JSCo DURING THE REPORTING PERIOD

Date Volume Turnover Highest value Lowest value Opening value Closing value
20.04.2023 5449 122784.70 22,700 22,200 22,500 22,600
31.03.2023 79538 1791590.70 23,000 22,000 22,500 22,000
28.02.2023 49044 1099266.80 23,000 21,000 21,100 22,800
31.01.2023 25137 539302.60 22,200 20,200 20,600 21,100

Historical data on trade

Source: Investor.bg

Information on the trading of Allterco JSCo shares during the reporting period on the Frankfurt Stock Exchange is available at https://www.boerse-frankfurt.de/equity/allterco-jsco/price-history/historicalprices-and-volumes

8. EVENTS AFTER THE END OF THE REPORTING PERIOD

After the end of the reporting period, Allterco JSCo submitted to the FSC, the BSE and the public additional information.

Date NOTIFICATION
05.04.2023 The Company has announced to the FSC and to the Public the following
information:
Based on preliminary data as of the end of the first quarter of 2023, we hereby
inform you about the following:
Allterco JSCo a 62.2% year-on-year increase in Q1 2023 in revenue from sales
of devices and related services to EUR 14.2 million (BGN 27.8 million), based on
preliminary data. The revenue from sales of Shelly-branded IoT devices
increased by
63.9%, amounting to EUR 13.9 million (BGN 27.2 million),
followed by the revenue from sales of MyKi tracking devices, which increased
by 14.1% to EUR 0.3 million (BGN 0.6 million). The Company will officially
disclose consolidated financials for Q1 2023 on 15 May. Note: EUR/BGN
exchange rate as of 5 April 2023 - EUR 1 = BGN 1.95583.For further information,
please visit allterco.com.
03.05.2023 The Company has announced to the FSC and to the Public the audited Annual
Consolidated Financial Statements of the Company
12.05.2023 The Company has announced to the FSC and to the Public Invitation for the
Ordinary Annual General Meeting of the Shareholders, which is to take place
on 12.06.2023 in Sofia.

9. OTHER INFORMATION AT THE DISCRETION OF THE COMPANY

The company does not experience any negative effect on its activities from the continuing pandemic of COVID-19 and the military conflict in Ukraine. The management expects that these events will not have any negative impact on the business of the Company in the foreseeable future.

Subsequent to the end of the reporting period, the Board of Directors of Allterco approved the provision of an additional cash contribution of EUR 500 000 to its subsidiary, the Slovenian company GOAP Računalniški inženiring in avtomatizacija proces d.o.o. Nova Gorica. The additional cash contribution will be granted for a period of 1 year at an annual interest rate of 1 % and is intended to cover losses and to cover temporary cash needs for the continuation of the normal business activities of the Slovenian company.

The Company considers that there is no other information that has not been publicly disclosed that would be important to shareholders and investors in making an informed investment decision.

For ALLTERCO JSCo: Dimitar Stoyanov Dimitrov

Digitally signed by Dimitar Stoyanov Dimitrov Date: 2023.05.15 18:18:45 +03'00'

Dimitar Dimitrov CEO

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