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Shelly Group SE

Quarterly Report Sep 19, 2022

2562_10-q_2022-09-19_b43a3280-74ae-469b-ba1c-05ac3e044811.pdf

Quarterly Report

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REPORTING PERIOD

30 JUNE 2022

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

ASSETS Notes June
30,
2022
December 31,
2021
Non-current assets
Property, plant and equipment 3.01 4 737 4 798
Intangible assets 3.02 3 581 3 116
Assets with right of use 3.03 241 108
Advances for acquisition of assets - 19
Goodwill 3.04 160 160
Investments in associated companies 3.05 78 40
Other long-term capital investments 3.06 1 262 2 624
Trade receivables 3.07 1 027 2 054
Deferred tax assets 3.08 57 72
Total non-current assets 11 143 12 991
Current assets
Inventory 3.09 11 375 7 560
Trade receivables 3.10 21 900 19 167
Other receivables 3.11 3 258 1 912
Cash and cash equivalents 3.12 28 154 30 541
Prepaid expenses 3.13 116 234
Total current assets 64 803 59 414
TOTAL ASSETS 75 946 72 405

Date: 15 August 2022

Compiler of the financial statements: Executive Director:

/Albena Benkova Beneva/ / Dimitar Stoyanov Dimitrov/

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (continued) AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

LIABILITIES Notes June
30, 2022
December 31,
2021
Non-current liabilities
Bank loans 3.14 1 748 2 007
Lease liabilities 3.15 194 80
Total non-current liabilities 1 942 2 087
Current liabilities
Current share of bank loans 3.14 623 572
Current share of lease liabilities 3.15 71 58
Trade payables 3.16 493 1 487
Payables to employees 3.17 168 173
Social security liabilities 3.18 158 115
Tax liabilities 3.19 1 760 1 315
Other liabilities 3.20 2 540 1 026
Total current liabilities 5 813 4 746
TOTAL LIABILITIES 7 755 6 833
EQUITY
Registered capital 3.21 18 000 18 000
Treasury shares (780) -
Retained earnings 3.22 43 937 39 394
Reserves 3.23 1 800 1 800
Reserve from issue of shares 3.24 5 403 5 403
Other comprehensive income 3.25 (141) 1 036
Foreign exchange rate differences from translation of
financial statements of foreign operations (28) (61)
TOTAL EQUITY 68 191 65 572
TOTAL LIABILITIES AND EQUITY 75 946 72 405

Date: 15 August 2022

Compiler of the financial statements: Executive Director:

/Albena Benkova Beneva/ / Dimitar Stoyanov Dimitrov/

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD JANUARY 1, 2022– JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Notes 6 months of
2022
Reclassified
6 months of
2021
Revenue from sale 4.01 35 753 28 329
Cost price of sales 4.01 (18 511) (14 414)
Gross profit 17 242 13 915
Other operating income 4.02 1 600 451
Sales and marketing expenses (1 101) (1 049)
Administrative expenses 4.03 (8 966) (5 216)
Other operating expenses 4.04 (1 202) (253)
Profit from operating activities 7 573 7 848
Financial expenses 4.05 (151) (36)
Share in the profit of associated companies 2.10.7 38 -
Profit from the ordinary activities 7 460 7 812
Profit before tax on profit 7 460 7 812
Corporate profit tax income (expense) 4.06 (1 122) (957)
Profit for the period from continuing operations 6 338 7 417
Profit/(loss) for the period from discontinued operations - (562)
Net profit 6 338 6 855
Other comprehensive income:
Items that can be reclassified to the profit or loss
From other long-term capital instruments (1 007) (1 992)
Foreign exchange rate differences from translation of
statements of foreign operations
33 469
Revaluation reserve of sold investments (160) -
Other comprehensive income for the period, after (1 134) (1 523)
taxation
TOTAL COMPREHENSIVE INCOME 5 204 5 332
Net profit attributable to:
Owners of the Parent-company 6 338 6 999
Minority interests - (144)
Other comprehensive income attributable to:
Owners of the Parent-company (1 134) (1 525)
Minority interests - 2
Total comprehensive income attributable to:
Owners of the Parent-company 5 204 5 474
Minority interests - (142)
Net income per share 0.352 0.406

Date: 15 August 2022

Compiler of the financial statements: Executive Director:

/Albena Benkova Beneva/ / Dimitar Stoyanov Dimitrov/

The consolidated statement of comprehensive income should be read in conjunction with the explanatory notes set out on pages from 7 to 61, which form an integral part of the financial statements attached.

CONSOLIDATED FINANCIAL STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDING ON JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Registere
d capital
Retained
earnings
Other
compre
hensive
income
Share
premiu
m
reserves
Reserve
s
Treasur
y shares
Foreign
exchange
rate
differences
from
translation
of fin. Stat.
of foreign
operations
Total Minority
interest
Total
equity
Balance as of January 1, 2021 18 000 26 938 4 849 5 703 1 500 (138) 280 57 132 (296) 56 836
Transfer to reserves - - - (300) 300 - - - - -
Net Profit - 15 962 - - - - - 15 962 - 15 962
Other comprehensive income - - (3573) - - - (341) (3 914) - (3 914)
Other movements - - (240) - - - - (240) - (240)
Dividend distribution - (3 600) - - - - - (3 600) - (3 600)
Sale of treasury shares - - - - - 138 138 - 138
Change in minority interest - (296) - - - - - (296) 296 -
Effect from sale of subsidiaries - 390 - - - - - 390 - 390
Balance as of December 31, 2021 18 000 39 394 1 036 5 403 1 800 - (61) 65 572 - 65 572
Balance as of January 1, 2022 18 000 39 394 1 036 5 403 1 800 - (61) 65 572 - 65 572
Net Profit - 6 338 - - - - - 6 338 - 6 338
Other comprehensive income - - (1 167) - - - 33 (1 134) - (1 134)
Treasury shares - - - - - (780) - (780) - (780)
Reserves - (1 800) - - - - - (1 800) - (1 800)
Other variations - 5 (10) - - - - (5) - (5)
Balance as of June 30, 2022 18 000 43 937 (141) 5 403 1 800 (780) (28) 68 191 - 68 191

Date: 15 August 2022

Compiler of the financial statements: Executive Director:

/Albena Benkova Beneva/ / Dimitar Stoyanov Dimitrov/

CONSOLIDATED FINANCIAL STATEMENT OF CASH FLOW

FOR THE PERIOD JANUARY 1, 2022 – JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Notes 6 months
of 2022
6 months
of 2021
Cash flows from operating activity
Proceeds from clients 33 013 29 620
Payments to suppliers (27 514) (19 915)
Payments of taxes (2 933) (1 410)
Payments of corporate tax (236) (289)
Payments to employees and social security (5 484) (3 880)
Other proceeds/payments, net (62) (124)
Net cash flows from operating activities (3 216) 4 002
Cash flow from investment activities
Cash flows related to non-current tangible and intangible assets (917) (133)
Loans granted/ repaid - 20
Results (Profit and Losses) from investing activities 2 572 -
Payments related to investments (60) (8)
Net cash flows from investment activities 1 595 (121)
Cash flow from financing activities
Treasury shares (780) -
Financial leasing payments (39) (28)
Loans paid (254) (250)
Cash flows related to interest and commissions (30) (76)
Other income / payments, net (48) (21)
Net cash flow from financing activities (1 151) (375)
Net increase (decrease) in available cash and cash equivalents
for the period
(2 772) 3 505
Net currency exchange rate differences 385 (70)
Available cash and cash equivalents in the beginning of the period 30 541 26 050
Available cash and cash equivalents at the end of the period 3.12 28 154 29 486
Available cash, assets held for sale - (185)
Available cash and equivalents at the end of the period 28 154 29 301

Date: 15 August 2022

Compiler of the financial statements: Executive Director:

/Albena Benkova Beneva/ / Dimitar Stoyanov Dimitrov/

7
1. Information about the Group 10
1.1. Legal status 10
1.2. Ownership and Management 10
1.3. Scope of Activities 11
1.4. Group structure 11
2. Basics of preparation of financial statements and accounting policies 13
2.1. General framework of financial reporting 13
2.2. Initial application of new and amended IFRSs in force for the current accounting period 13
2.3. Accounting principles 14
2.4. Functional and reporting currency. Comparative data 14
2.5. Transactions and balances 15
2.6. Assumptions 16
2.7. Subsidiaries and associated companies 17
2.8. Minority interest 17
2.9. Consolidation 17
2.10. Definition and assessment of the items in the consolidated financial statements 18
2.10.1. Revenues 18
2.10.2. Expenses 20
2.10.3. Property, plant and equipment 20
2.10.4. Intangible assets 22
2.10.5. Goodwill 23
2.10.6. Other long-term capital investments 24
2.10.7. Investments in Associated companies 24
2.10.8. Non-current assets held for sale 24
2.10.9. Inventories 25
2.10.10. Financial instruments 25
2.10.11. Cash and cash equivalent 29
2.10.12. Leasing 29
2.10.13. Provisions 30
2.10.14. Liabilities to employees 31
2.10.15. Share capital 31

2.10.16. Income tax expenses 33
2.10.17. Earnings per share 34
2.10.18. Judgments that are crucial in applying accounting policies of the Group. 34
2.10.19. Fair values 35
3. Notes to the consolidated statement of financial position 37
3.01. Property, plant and equipment 37
3.02. Intangible assets 38
3.03. Assets with right of use 39
3.04. Goodwill 39
3.05. Investments in associated companies 40
3.06. Other long-term capital investments 40
3.07. Long-term trade receivables 40
3.08. Deferred tax assets 41
3.09. Inventories 41
3.10. Trade receivables 42
3.11. Other receivables 42
3.12. Cash and cash equivalents 42
3.13. Prepaid expenses 43
3.14. Bank loans 43
3.15. Lease 44
3.16. Trade payables 45
3.17. Payables to employees 45
3.18. Liabilities to social security 45
3.19. Tax liabilities 45
3.20. Other liabilities 45
3.21. Registered capital 46
3.22. Retained earnings 47
3.23. Reserves 47
3.24. Reserve from issue of shares 47
3.25. Other comprehensive income 48
4. Notes to the consolidated statement of comprehensive income 48
4.01. Sales revenue and cost price of sales 48
4.02. Other operating income 49
4.03. Administrative expenses 49

4.04. Other operating expenses 49
4.05. Financial expenses 49
4.06. Tax Savings (Expense) 50
5. Contingent liabilities and commitments 50
6. Transactions with related parties 51
7. Financial instruments by category 51
8. Financial risk management 52
9. Fair value 58
10. Events after the end of reporting period 60

1. Information about the Group

1.1.Legal status

Allterco JSCo (the mother company), Sofia, is entered in the Commercial Register of the Registry Agency with UIC as per Bulstat (Unified Identification Code as per the Bulgarian Statistical Register): 201047670 and LEI code 8945007IDGKD0KZ4HD95. The company is with registered office and address of management in Bulgaria, Sofia 1407, 103, Cherni Vrah Blvd. No changes in the seat, address or the name of the company were made during the reporting period. The initial registered capital was 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. The public offering of shares 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.

Since November 22, 2021 the shares of Allterco are traded on the Frankfurt Stock Exchange.

As of June 30, 2022 the Group is managed and represented by Svetlin Todorov, Wolfgang Kirsch and Dimitar Dimitrov.

1.2.Ownership and Management

The Allterco Group includes Allterco JSCo. (the parent-company) and its subsidiaries, in which the parentcompany has a direct or indirect controlling interest. Allterco JSCo. is a public company in Bulgaria under the Public Offering of Securities Act.

The distribution of the share capital of the company Allterco JSCo. as of 30 June 2022, is as follows:

Name Number of
shares:
% in the capital
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%

Page 10 of 61

As of June 30, 2022, the Company acquired 40,000 own shares, at a price of 19,50 BGN per share, representing 0.22% of the capital.

On June 24.06.2022 the Company announced its intention to acquires 40 000 own shares, representing 0,22% of share capital, though OTC deals. The intention is to use the treasury shares to pay part of the price for the eventual acquisition of the Slovenian IoT company GOAP d.o.o. Nova Gorica (GOAP).

As of June 30, 2022 members of the Board of Directors are:

  • 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.Scope of Activities

The scope of activities of Allterco JSCo 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 use of patents to companies in which the Company participates; financing of companies in which the Company participates.

The scope of activities of group companies includes development, production and trade with IoT (Internet of Things) devices and management of real estate owned by the Group.

1.4. Group structure

As of June 30, 2022 the Group included Allterco JSCo. and the following subsidiaries:

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 Unless otherwise stated, all amounts are in BGN thousand.

June
30
2022
December 31
2021
Name of the company 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% 100%
Abroad
ALLTERCO ROBOTICS
INC, USA
100% 100%
ALLTERCO EUROPE GMBH, GERMANY 100% 100%

In the beginning of 2021 Allterco JSCo. acquired a stake in newly established (associated) company in China – Allterco Asia Ltd., with a seat and office in Shenzhen. The registered share capital of the newly registered company is CNY 100 000. Allterco acquired 30% stake (acquisition cost: 7 thousand BGN) and holds an option to acquire additional up to 50% extending its total shareholding up to 80%.

In September 2021 Allterco sold its participation in the capital of 3 Asian subsidiaries.

In December 2021 Alltreco JSCo. established a new subsidiary in Germany. The name of the new subsidiary is Allterco Europe GmbH and its registered capital is EUR 500 000 and it is 100% owned by Allterco.

During previous quarter Allterco JSCo increased the capital of its wholly owned subsidiary Allterco Robotics Ltd. The goal of the capital increase is to accelerate the development of new products, to increase the production capabilities and finance the entrance to new markets. The registered capital of Allterco Robotics was increased from BGN 1 500 000 to BGN 7 000 000 by issuing new 5 500 000 shares at par value of BGN 1,00 each. The whole new emission was subscribed by Allterco JSCo and was funded entirely with own funds.

During the reporting period the Board of Directors of Allterco JSCo has approved financing for the operations of the subsidiary Allterco Robotics Inc, USA. with the following parameters: (1) provision of an additional cash contribution of BGN 1,859 thousand (USD 1 million), for a term of 1 year, at an annual interest rate of 1% and (2) a capital increase of USD 500,000.

At the reporting date, the subsidiary had only received an additional cash contribution of BGN 1,859 thousand (USD 1 million). The capital increase is not yet finalized.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 Unless otherwise stated, all amounts are in BGN thousand.

2. Basics of preparation of financial statements and accounting policies

2.1. General framework of financial reporting

The Group maintains its current accounting and prepares its financial statements in accordance with the requirements of the Bulgarian commercial and accounting legislation.

These financial statements have been prepared in accordance with the requirements of the International Accounting Standards, published by the International Accounting Standards Board and adopted by the European Union. As of June 30, 2022, IASs include the International Accounting Standards (IASs), the International Financial Reporting Standards (IFRSs), the Interpretations of the Standing Interpretation Committee and the Interpretations of the IFRS Interpretation Committee, approved by the IAS Committee.

The IAS Committee issues every year the standards and their interpretations, which after the formal approval by the EC, are valid for the year in which they are issued. However, a big part of them is not applicable to the company's business because of the specific issues that are addressed in them.

2.2. Initial application of new and amended IFRSs in force for the current accounting period

2.2.1. Accounting standards applicable for the current reporting period

The management considered all standards and clarifications to the standards, which are applicable to the activities of the Company and which are officially adopted by the EU as of the date of preparation of the current financial statements.

The management reviewed the amendments in the existing accounting standards which are enforceable as of January 1, 2022 and assessed that no changes in the current accounting policy are necessary.

2.2.3. Standards and clarifications issued by IASC awaiting adoption by the EU Commission

Standard or clarification, date of
amendment and enforcement
Name of the standard or clarification Adoption status by EU
Commission
Amendments
to
IAS
1
issued
on
23 January 2020 and 15 July 2020, in effect
for annual financial periods starting at or
after 1 January 2023
Classification of liabilities as current or
non-current and classification of assets
as
current
and
non-current

postponement of enforcement date
Waiting
adoption
for a date of
Amendments
to
IAS
1
issued
on
12 February 2021, in effect for annual
financial
periods
starting
at
or
after
1 January 2023
Financial statements presentation and
disclosure of accounting policies
Waiting
adoption
for a date for
Amendments
to
IAS
8
issued
on
Accounting policies, Amendments in Waiting for a date for

Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

12 February 2021, in effect for annual
financial
periods
starting
at
or
after
1 January 2023
the
accounting
assessments
and
mistakes:
Definition
of
accounting
assessments
adoption
Amendments to IAS 12, issued on 7 May
2021, in effect for annual financial periods
starting at on after 1 January 2023
Corporate
profit
tax:
Deferred
tax
related to assets and liabilities arising
from one deal
Waiting
for
a
date
for
adoption
IFRS 17 issued on 9 December 2021, in
effect for annual financial periods starting
at or after 1 January 2023
Insurance contracts: Initial application
of IFRS 17 and IFRS 9 – Comparable
data
Submitted for adoption by
the Commission, expected
to be adopted during the
first quarter of 2022

2.3. Accounting principles

The consolidated financial statements of the Group have been prepared in accordance with the going concern principle. The latter assumes that the Group will continue to exist in the foreseeable future.

During the last reporting period the continuing COVID-19 pandemic did not cause any negative effect on the business activities of the Group. The military conflict between Russia and Ukraine, which started in February 2022, at this stage, also do not have negative effect on the business of the Group.

The Management has no plans or intentions to sell the business or discontinue the operations, which could significantly change the book value or classification of the assets and liabilities recognized in the financial statements.

The valuation of assets and liabilities and the measurement of income and expenses are carried out in compliance with the principle of historical cost. This principle has been modified in certain cases by revaluing certain assets and / or liabilities to their fair value at December 31 of the r previous year and as of June 30 of the current year, as set out below.

2.4. Functional and reporting currency. Comparative data

Functional and Reporting Currency

The accounting currency for the presentation of the elements of the consolidated financial statements is the Bulgarian Lev (BGN), which is the functional currency of Allterco JSCo.

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

The Group's companies keep their accounting records in the functional currency of the country in which

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

they operate. The effects of exchange rate differences related to the settlement of foreign currency transactions or the accounting of foreign exchange transactions at rates other than those at which they were initially recognized are included in the statement of comprehensive income at the time they occur, are treated as "other operating income and expenses", except for those related to investments and loans denominated in foreign currency, which are presented as "financial income" and "financial expenses". Nonmonetary assets and liabilities initially denominated in foreign currencies should be translated to the functional currency using the historical exchange rate at the date of the transaction and subsequently not revaluated at the closing exchange rate.

Comparative data

The company presents comparative data for the previous comparative period. When necessary, the comparative data is reclassified (or recalculated) in order to achieve comparability with respect to changes made during the current reporting period.

During the reporting period the following reclassifications have been done in the statements of comprehensive income for the previous period:

  • Direct costs were reported as administrative expenses in the previous reporting period.

The effect from the reclassification in the statement of comprehensive income is increase of Cost of Goods Sold with 492 thousand BGN and decrease in administrative expenses with the same amount.

  • Sales expenses were reported as administrative expenses in the previous reporting period.

The effect of the reclassification in the statement of comprehensive income is increase in Sales expenses with 964 thousand BGN and decrease of administrative expenses with the same amount.

2.5. 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 month of the report;

(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 translated 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. As of June 30, 2022 the exchange rate of BGN to USD was 1,88296 and BGN to NOK was 1,88996 BGN for 10 NOK (As of June 30, 2021 BGN/USD was 1,64577 and BGN/10 NOK was 1,92282);
  • § The income and expense items of each comprehensive income statement are recalculated at the accounting date at the weighted average exchange rate for the reporting 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 released.

2.6. Assumptions

The presentation of financial statements in accordance with International Financial Reporting Standards, accepted by EU, requires the management to make the best estimates, accruals and reasonable assumptions that have an effect on the reported values of assets and liabilities, of income and expenses, and of the disclosure of contingent receivables and liabilities. These estimates, accruals and assumptions are based on the best assessment using the available information at the date of preparation of the financial statements, and therefore future actual results may differ from the amounts presented in the current financial statements.

2.7. Subsidiaries and associated companies

Subsidiaries are the entities over which Allterco JSCo. 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 subsidiary;
  • § 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 the control have 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.

2.8. Minority interest

Minority interest is valued at the proportionate share of identifiable net assets at the acquisition date.

2.9. 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.

Subsidiaries are those entities that are controlled by the parent company. Control occurs when the parent 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

AS OF JUNE 30, 2022 Unless otherwise stated, all amounts are in BGN thousand.

earliest accounting period presented in the financial statements.

2.10. Definition and assessment of the items in the consolidated financial statements

2.10.1. Revenues

Revenue from sales and operating expenses has been accrued at the time of their occurrence, regardless of cash receipts and payments. The accounting and recognition of revenue and expenses should be carried out in compliance with the requirement for a cause-consequence connection between them.

Revenue is measured at the fair value of the remuneration received or to be received or paid, less any discounts provided.

The Group recognizes revenue when the amount of revenue can be measured reliably, when it is possible for the Group to obtain future economic benefits, and when it meets specific criteria for each of the Group's activities, as specified below.

Amounts collected on behalf of third parties, such as sales taxes and value added tax, are excluded from revenue.

§ Revenue recognition under contracts with customers

Revenues in the Group are recognized when the control over the goods and/or services promised in the contract with the customer are transferred to the customer. The control is transferred to the customer upon fulfilment of the contractual obligations by transferring the promised goods and/or rendering the promised services as in general the Group generally controls the goods or services before transferring them to the customer.

The Group recognizes revenue when it meets its obligations under the terms of the contract, by transferring the promised service to the customer. An asset (good or service) is recognized as transferred after the customer obtains control over that asset.

§ Evaluation of a contract with a customer

There is a contract with a customer only when upon its entry into force it:

  • ü it has a commercial nature and motive;
  • ü the parties have approved it (orally, in writing or on the basis of "established and generally accepted business practice") and have undertaken to fulfil it;

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

  • ü the rights of each party can be identified in relation to the goods or services to be transferred;
  • ü payment terms can be identified; and
  • ü there is a probability that the remuneration to which the company is entitled in the performance of its obligations will be received.

A contract for which one of the above criteria has not yet been met is subject to a new evaluation in each reporting period. Remuneration received under such a contract is recognized as a liability (liability under the contract) in the Statement of financial position until:

  • ü all criteria for recognition of a contract with a customer are met;
  • ü the company has fulfilled its obligations and has received all or almost all of the remuneration (which is not refundable); and / or
  • ü when the contract is terminated and the remuneration received is not refundable.

In the initial evaluation of its contracts with customers, the Company makes an additional analysis and assessment of whether two or more contracts should be considered in their combination and should be reported as one and respectively whether the promised goods and / or services in each individual and / or combined contract must be accounted for as one and / or more performance obligations.

Any promise to transfer goods and / or services that are distinguishable (themselves and in the context of the contract) is accounted for as a single performance obligation.

The Company recognizes revenue for each individual obligation to perform within an individual contract with a customer by analyzing the type, term and conditions for each specific contract.

§ Measurement of revenues under contracts with customers

The revenue is measured on the basis of the transaction price determined for each contract.

The transaction price is the amount of the remuneration to which the Company expects to be entitled, except for the amounts collected on behalf of third parties. In determining the transaction price, the Company takes into account the terms of the contract and its usual commercial practices.

§ Transaction price and payment terms

The transaction price usually includes a fixed sale price, according to a general or customer price list.

§ Variable remuneration

The Variable remuneration is included in the transaction price only to the extent that it is highly probable that no significant adjustment will be made to the amount of revenue recognized cumulatively.

Revenue from services

The company reports revenues from services, complying with the commitments under the contract. Revenues from services are reported upon final completion of the services (by sites) recognized as performed.

Other income / revenues

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

The Group 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 obligations for performance and the distribution of the price of the contracts and recognition of revenues is needed for the reporting period.

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

2.10.2. Expenses

The expenses of the Group are recognized at the time of their occurrence and on the basis of the accrual and comparability principles. Expenses are recognized when there is a decrease in future economic benefits associated with a decrease in an asset or an increase in a liability that can be measured reliably. Recognition of expenses for the current period is made when revenue is accrued. An expense is recognized immediately in the statement of comprehensive income when the expense does not create future economic benefits or when and to the extent that future economic benefits do not meet the requirements or cease to meet the requirements for recognition of an asset in the statement of financial position. Expenses are accounted for on an accrual basis and are comparable to recognized revenue. They are measured at the fair value of the remuneration paid or pending for payment.

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.

2.10.3. 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 evaluation

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, nonrefundable 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 company with a similar maturity and purpose. The difference between the cash price equivalent and the general payment is recognized as interest over the course of the loan unless it is capitalized in accordance with IAS 23.

Evaluation after recognition

The approach chosen by the Group for the subsequent evaluation 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 model.

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
Computer equipment 2-5 years
Office equipment 3-
6,67 years
Other non-current tangible assets 6,67 years

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.

Write off of non-current tangible assets

The book value 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 identified as missing.

Profits or losses arising on the write off of an item of property, plant and equipment are included in the statement of comprehensive income when the asset is written off (unless IAS 17 requires otherwise in a sale and leaseback). Profits and losses on disposals of non-current assets are determined by deducting the book value of the asset and the selling expenses from the proceeds from the sale (disposal). They are stated net, to "Other operating income" in the statement of comprehensive income.

The receivable on disposal of an asset of property, plant and equipment is initially recognized at fair value.

2.10.4. 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 assessment

Externally generated intangible assets on their acquisition are evaluated 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: expenses for preparation of the site (the place where the asset will be used), expenses for initial delivery, installation expenses, expenses for fees of persons related to the project, nonrefundable taxes, etc.

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

  • Meets the definition of an intangible asset;
  • Upon its acquisition it can be reliably assessed;
  • Economic benefits are expected from the use of the asset, as evidenced by the availability or plan

to obtain sufficient resources to enable the enterprise to obtain the expected economic benefits; the ability to effectively perform its functional role in accordance with the intention of the enterprise regarding its use or there is a clearly defined and specified technical feasibility.

Subsequent expenses

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 of their implementation. The book value of the intangible asset is adjusted to the extent of the expenses leading to the increase of the expected future economic benefits associated with the use of an intangible asset over the initially determined standard efficiency.

2.10.5. Goodwill

Goodwill is the excess of purchase prices over the fair value of identifiable net assets of company acquires as of the date of acquisition (business combination). Initially, it is presented in the consolidated financial statements at acquisition cost and subsequently it is presented at acquisition cost minus impairment. Goodwill is not amortized.

The goodwill generated as a result of the acquisition of a daughter company is presented in the consolidated statement of financial position as a part of non-current assets and the goodwill generated 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. The goodwill associated with the acquisition of daughter companies is tested for impairment at least one per year. Losses recognized as a result of impairment of goodwill are not reversable. Profit or loss from the sale of a daughter company include also book value of goodwill associated with this daughter 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 statements of comprehensive income as part of

"Impairment of non-current assets.

2.10.6. Other long-term capital 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 valuation

Capital investments are initially recognized at acquisition cost, which is the fair value 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 company commits to purchase or sell the asset.

Subsequent evaluation

Capital investments owned by the Group are subsequently evaluated at fair value. The results of the subsequent evaluation 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.

2.10.7. Investments in Associated companies

Investments in associated companies are reported following the capital method. The share of the Group in the comprehensive income of an associated company is shown on one line in the consolidated statements in a way that the amount of investment reflects the share of the Group in the net assets of the associated company as of the date of the financial statements. The Group recognizes its share in the losses of an associated company up to the amount of its investment, including all internal loans extended, unless it has undertaken an obligation to pay such liabilities on behalf of the associated company.

As of 31.03.2022 the Group reports a share in the profit of associated companies at the amount of BGN 6 thousand. The balance sheet amount of investments in associated companies was increased with the amount of reported profit.

2.10.8. Non-current assets held for sale

Non-current assets are classified as held for sale if their book value will be recovered through sale rather than through continuing use in the Company's operations. This condition is considered to exist only when

the sale is highly secure and the relevant non-current assets are available for immediate sale in their present condition.

Non-current assets classified as held for sale are measured at the lower value between the fair value and the book value less the costs to sell.

2.10.9. Inventories

Inventories are accounted at the lower of the two following values: acquisition cost (cost price) 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 first-in-first-out method is used.

2.10.10.Financial instruments

Financial assets

A financial instrument is any contract that gives rise to both a financial asset in one entity and a financial liability or equity instrument in another enterprise.

Initial recognition, classification and evaluation

Upon initial recognition, financial assets are classified into three groups, according to which they are subsequently assessed at depreciated value, at fair value through other comprehensive income and at fair value through profit or loss.

The classification of financial assets upon initial recognition depends on the characteristics of the contractual cash flows of the respective financial asset and the business model of the Company for its management.

The business model of the Company for management of financial assets reflects how the Group manages its financial assets to generate cash flows. The business model determines whether cash flows are the result of contractual cash flows, the sale of financial assets, or both.

Evaluation

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

The Group initially presents financial assets at fair value, and in the case of financial assets that are not carried at fair value through profit or loss, the direct transaction costs are added. An exception is trade receivables that do not contain a material financing component - they are estimated based on the transaction price determined in accordance with IFRS 15 and the invoices issued.

Subsequent evaluation

For the purposes of Subsequent evaluation, financial assets are classified into four categories:

  • Debt instruments presented at depreciated value
  • Debt instruments presented at fair value through other comprehensive income (reclassified to profit or loss);
  • Capital instruments presented at fair value through other comprehensive income (without reclassification in profit or loss);
  • Financial assets (debt instruments, capital instruments and derivatives) presented at fair value through profit or loss.

During the current period, the Group reports financial assets in one of these categories - financial assets at depreciated value.

Financial assets at depreciated value (debt instruments)

This category is the most significant for the Group.

The Group measures financial assets at depreciated value when both of the following conditions are satisfied:

  • § the financial asset is held and used within a business model that aims to hold the asset in order to obtain contractual cash flows from it, and
  • § the terms of the contract of the financial asset generate cash flows at specific dates, which represent only principal payments and interest on the outstanding principal.

The management of the Group has assessed the financial assets representing cash in banks, interest-bearing receivables from related companies, trade receivables and other receivables (i.e., trade loans receivables and others) are held by the Group in order to obtain the agreed cash flows and they are expected to result in cash flows that represent solely principal and interest payments under the business model applied.

Financial assets at depreciated value are subsequently measured using the effective interest rate method (EIR). They are subject to impairment. Profits and losses are recognized in the statement of comprehensive

income (in profit or loss for the year) when the asset is written off, modified or impaired.

Write off

A financial asset is written off in the statement of financial position of the Group when:

  • § the rights to obtain 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 an obligation to pay in full the received cash flows, without significant delay, to a third party through an agreement for transfer. In this case, the Group recognizes also the liability associated with it. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement, which is in the form of a guarantee on the transferred asset, is measured at the lower of the two values: the initial book value of the asset and the maximum amount of consideration that the Group may be required to pay.

Impairment of financial assets

The Group recognizes an adjustment (provision for impairment) for expected credit losses on all debt instruments that are not accounted at fair value through profit or loss. Expected credit losses are calculated as the difference between the contractual cash flows payable under the terms of the contract and all the cash flows that the Group expects to receive discounted at the initial effective interest rate.

At each accounting date, the Group determines whether the debt instrument is assessed as such with low credit risk using all reasonable and well-grounded information that is available without incurring unnecessary expense or effort. In making this assessment, the Group reviews the internal credit rating of the debt instrument. In addition, the Group assesses whether there is a significant increase in credit risk when contractual payments are overdue for more than 30 days.

The Group considers a financial instrument as default when contractual payments are overdue for more than 60 days. However, in certain cases, it may treat a financial asset as default when internal or external information provides an indication that it is unlikely that the Group will receive the full amount of the outstanding contractual amounts before taking into account any credit improvements held by it. Financial assets are written off when there is no reasonable expectation for collection of contractual cash flows.

To calculate the expected credit losses of trade receivables and assets under contracts with customers, the Group has chosen and applies a simplified matrix-based approach for calculating expected credit losses and

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

does not track subsequent changes in their credit risk. In this approach, it recognizes an adjustment (provision for impairment) based on the expected credit loss for the entire receivable period at each reporting date. The Group has developed and applies a provisioning matrix based on historical experience with respect to credit losses, adjusted for prognostic factors, specific for the debtors and the economic environment, and correlated with the percentage of credit losses. The collectability of receivables from related companies are assessed on individual basis considering factors as financial needs of each related company and the business development plan for the next periods.

Financial assets are written-off when there is no reasonable expectation of collection of contractual cash flows.

Financial liabilities

Initial recognition, classification and evaluation

Initially, all financial liabilities are recognized at fair value, and in the case of loans and borrowings and trade and other payables, the net of directly related transaction costs.

Subsequent evaluation

Subsequent evaluation of financial liabilities depends on their classification as described below.

Financial liabilities evaluated at depreciation value

This category is essential for the Group. Subsequent to their initial recognition, the Group evaluates interestbearing loans and borrowings at depreciation value using the effective interest method. Profits and losses are recognized in the statement of comprehensive income (in profit or loss for the year) when the corresponding financial liability is derecognized, as well as through depreciation at the effective interest rate method.

Depreciation value is calculated by taking into account any discounts or acquisition premiums, as well as fees or expenses, which are an integral part of the effective interest rate. Depreciation is included as a "financial expense" in the statement of comprehensive income (in profit or loss for the year).

Write off

Financial liabilities are written off when the liability is repaid, terminated or expires. When an existing financial liability is replaced by another of the same creditor under substantially different conditions, or the terms of an existing liability are substantially altered, such exchange or modification shall be treated as

derecognition of the original liability and recognition of a new one. The difference with the book value of a financial liability settled or transferred to another party in cash and/or non-monetary assets is recognized in profit or loss for the period.

2.10.11.Cash and cash equivalent

Cash includes cash on hand and amounts in current accounts, and cash equivalents are short-term deposits with banks whose original maturity is less than 3 months.

The cash flow statement is presented using the direct method.

Cash and cash equivalents are subsequently presented at depreciated value, without any accumulated adjustments for expected credit losses.

2.10.12.Leasing

Operating lease

At the inception of the contract, the company assesses whether the contract represents or contains a lease. A contract represents or contains elements of a lease if, under that contract, the right to control the use of an asset for a specified period of time is transferred in exchange for consideration. The assessment includes an assessment of the following factors:

  • § Whether the contract involves the use of an identified asset, this may be stated explicitly or by default, and must be physically identifiable or must represent essentially the entire capacity of a physically separate asset. If the supplier has a substantial right of replacement, then the asset is not identified;
  • § Whether the company is entitled to receive substantially all the economic benefits from the use of the asset throughout the useful life; and
  • § Whether the company has the right to manage the use of the asset. The company has this right when it has decision-making rights concerning the change in the manner and purpose of using the asset. In the rare cases where it is predetermined how and for what purpose the asset will be used, the company has the right to manage the use of the asset if:
    • ü The company has the right to operate the asset; or
    • ü The company has designed the asset in a way that determines in advance how and for what purpose it will be used

Financial leasing

The lease contract under which all risks and economic benefit of ownership of the asset are transferred to the company of the Group is classified as a financial leasing and the leased asset is capitalized in the consolidated statement of financial position of the lessee and presented as property, plant and equipment. Upon initial recognition, leased assets are accounted at the lower value of the following two: their current fair value or the present value of the minimum lease payments. The minimum lease payments are apportioned between the finance expenses (interest) and the reduction of the lease liability (principal). Financial expenses are allocated to each period over the lease term so that a constant interest rate is reached on the remaining outstanding portion of the principal under the lease liability. Interest expenses are included in the consolidated statement of comprehensive income as "Financial expenses".

Assets acquired under a financial leasing are depreciated based on the useful life of the asset and within the lease term.

2.10.13.Provisions

Provisions are recognized when the Group has a present (constructive or legal) obligation as a result of a past event, and it is probable that an outflow of resources will be required to settle the obligation. Provisions are estimated on the basis of the best estimate of the management at the date of preparation of the financial statements for the expenses necessary for the settlement of the respective obligation. The estimate is discounted when the maturity of the liability is long-term. When it is expected that part of the resources that will be used to settle the obligation will be recovered from a third party, the company recognizes a receivable, if there is a high degree of certainty of its receipt, its value can be reliably determined as income (credit) on the same position in the Statement of Comprehensive Income, where the provision itself is presented.

The Group accrues provisions for guarantee service of devices sold. The provision is calculated on the basis of best estimate of management about the expected expenses, which the Group will incur in case of guarantee events and based on the past experience about the sold products/ services.

2.10.14.Liabilities to employees

Defined contribution plans

The government of the Republic of Bulgaria undertakes the liability to ensure pension payments on the basis of defined contribution plans. The liability of the Company to pay the amounts booked under the defined contribution plans for the employees is recognized the in statement of comprehensive income at the time of occurrence of the liability.

Paid annual leave

The Group recognize as a liability undiscounted amount of estimated cost of annual paid leave, which is expected to be paid to employees in return to their labor for the past reporting period.

Defined income for retirement

In compliance with the Labor Code, when a labor contract of an employee that obtained the right for pension is terminated, the Company pays a compensation at the amount of two gross monthly salaries, if the employee worked for the Company less than 10 years, or six gross monthly salaries if the employee worked for the Company more than 10 years. The Group estimates that the amount is not significant and therefore it is not included in the financial report.

2.10.15. Share capital

The Group has adopted the financial concept of maintaining the capital. The financial capital maintaining is assessed in nominal monetary units. Profit for the reporting period is considered to be acquired only if the total equity amount at the end of the period exceeds the amount in the beginning of the period, after deducting the distributions to owners or their investments in capital during the period.

Allterco JSCo is a joint-stock company and is obliged to register in the Commercial Register its statutory share capital, which shall serve as a security for its creditors. The shareholders are responsible for the liabilities of the mother-company up to the amount of their shareholding in the capital and may claim the return of that holding only in case of bankruptcy or liquidation proceedings. The mother-company reports it registered capital at par value of the number of shares registered.

Equity is the residual value of an entity's assets after deducting all its liabilities. This includes:

Registered capital – it is presented in the Statement of financial position according to the number of issued

shares with nominal value of each share.

Financial result – it is formed as the difference between the income and expenses accrued for it. This includes:

  • a) retained earnings;
  • b) uncovered loss;

c) the net profit or loss for the current year, which is presented in the statement of financial position after deduction of tax expense due.

The Equity is decreased by the dividends paid to the shareholders during the period in which they are distributed (voted by the General Meeting).

In accordance with the requirements of the Commercial Law and the Statute of Allterco JSCo., the company is obliged to form reserves at the expense of:

  • at least one-tenth of the annual profit, until the funds accumulated reach 25 per cent of the share capital;
  • the funds received above the nominal value of the shares issued (premium reserve);

Treasury shares are reported in the statements of financial position at acquisition cost, which is used to decrease the equity of the Group. The profit and losses from the sale of treasury shares are reported in the equity of the Group.

During the past reporting periods the company made payments to the employees of its Bulgarian subsidiaries in shares.

The payment in shares against labor services is made with shares of the mother-company. The equity instruments are valued at fair value as of the date of share transfer. The expense related to the payment in shares is recognized for the period in which the labor services were rendered.

Reserve from translation of financial statement of foreign operations - arises from the net effects of foreign currency conversion of the subsidiaries' financial statements from their functional currencies into Bulgarian levs for the purpose of consolidation.

Other comprehensive income is formed by the difference between previous book value of long-term financial assets reported at fair value and the fair value of such assets as of the date of the report.

2.10.16.Income tax expenses

Income tax expense represents the sum of the current income taxes and the tax effect on temporary tax differences. The current income tax is determined in accordance with the tax legislation of the respective country. The nominal corporate profit tax rate in Bulgaria for 2021 and 2022 is 10%.

The foreign daughter companies are subject to corporate profit tax in accordance with the local legislation. The applicable tax rates are as follows:

Country Nominal tax rate
2022 2021
Germany 15,825% 15,825%
USA 15-35% 15-35 %
Singapore - 17 %
Malaysia - Up to MYR 500 000 - 20% and for the
excess - 25%
Thailand - 20 %

Deferred tax assets and / or liabilities are the amounts of recoverable and payable income taxes for future periods in respect of deductible and taxable temporary tax differences.

Temporary tax differences are established by comparing the book value of an asset or liability presented in the Statement of financial position with its tax base when applying the tax rules.

Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are calculated and recognized for all taxable temporary differences, while deferred tax assets are recognized only if it is probable that they will be recovered and if the company will be able to generate sufficient profit in the future from which they to be deducted.

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

For events that affect the statement of profit or loss and other comprehensive income, the effect of deferred tax assets and liabilities is also recognized in the statement of comprehensive income.

For events that are initially reported in equity (revaluation reserve) and deferred tax assets and liabilities are recognized at the expense of equity.

In the Statement of financial position, deferred tax assets and / or liabilities are presented as compensation, as they are subject to a single taxation regime.

As of June 30, 2022 the Group recognize deferred corporate profit taxes only for the Bulgarian companies and they are estimated using 10% rate, which remains unchanged for 2023.

2.10.17. Earnings per share

The basic earnings per share are calculated by dividing the net profit or loss for the period that is subject to distribution among shareholders of ordinary shares, by the average weighted number of ordinary shares held during the period.

The weighted average number of shares represents the number of ordinary shares hold in the beginning of the period, adjusted by the number of repurchased ordinary shares and the new issued shares during the period multiplied by a time-weighting factor. This factor represents the number of days in which specific shares have been held relative to the total number of days in the period.

Earning of shares with reduced value should not be calculated because there are no shares with reduced value issued.

2.10.18. Judgments that are crucial in applying accounting policies of the Group.

Key high uncertainty estimates and assumptions.

In the process of applying accounting policies, the management of the Group makes judgments that have a material effect on these financial statements. Such judgments by definition are rarely equal to actual results.

As a result of their nature, they are subject to constant review and updating and include historical experience and other factors as expectations for future events that management believes are reasonable in the current circumstances.

The estimates and assumptions that carry a significant risk of a material adjustment in the carrying amounts of assets and liabilities in the next financial year are set out below.

Useful life of property, plant and equipment and intangible assets

The financial statements of property, plant and equipment and intangible assets include the use of estimates of their useful lives and carrying values, which are based on judgments made by the management of the Group.

Impairment of receivables

The Management estimates the amount and timing of expected future cash flows related to receivables based

on experience in current circumstances in the following groups: individual accounts, households and other small consumers and legal receivables. Due to the inherent uncertainty of this assessment, the actual results may differ from those expected. The management of the Group reviews the estimates from previous years against the actual results from the previous year.

In connection with the implementation of IFRS 9 Financial Instruments, the Group have used their accumulated experience in the area of credit losses, and have taken into account current conditions and their forecasts to estimate the expected credit losses on their trade receivables.

2.10.19. Fair values

Fair value is the price that could be obtained from the sale of an asset or could be paid for the transfer of a liability in the ordinary course of trade between market participants at the date of assessment (starting price). Fair value assessment is based on the assumption that the transaction to sell an asset or transfer a liability has been carried out:

  • § on the principal market of the respective asset or liability, or
  • § in the absence of a principal market, on the most advantageous market for the asset or liability.

The principal or the most advantageous market should be accessible for the Company.

The fair value of an asset or liability is estimated by making the assumptions that market participants would make when establishing the price of the asset or liability, assuming that they act in their best economic interest.

All assets and liabilities that are measured at fair value or for which fair value disclosure is required in the financial statements, are grouped into categories according to the fair value hierarchy, as described below, based on the lowest level of input data used, which has a significant impact on fair value measurement in general:

  • Level 1 quoted (unadjusted) prices in active markets for identical assets or liabilities are used
  • Level 2 appraisal methods are applied in which the lowest level of used input data essential for fair value assessment have been observed either directly or indirectly
  • Level 3 appraisal techniques are used where the lowest level of used input data essential for fair value assessment are unobserved

For the assets and liabilities that are regularly evaluated at fair value the Company shall review their categorization at the appropriate level of the fair value hierarchy (based on the lowest level of used input data, that have a significant impact on the fair value evaluation as a whole) to the end of the reporting period and

ALLTERCO JSCo Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

determine whether there is a need to make a transfer(s) from one level to another.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. Notes to the consolidated statement of financial position

3.01. Property, plant and equipment

Lands Buildings Machinery
and
facilities
Vehicles Computer
equipment
Office
equipme
nt
Other Expenses for
acquisition
of fixed
tangible
assets
Total
January 01, 2021
Acquisition cost 1 476 3 032 859 458 240 128 151 9 6 353
Accumulated depreciation - (92) (507) (291) (183) (97) (116) - (1 286)
Book value 1 476 2 940 352 167 57 31 35 9 5 067
Acquisitions - - 53 - 24 58 142 46 323
Purchase - - 53 - 24 58 142 46 323
Decrease (book value) - - - (3) (3) (45) - - (51)
Disposals - - - - - (43) - - (43)
Other way - - - (3) - - - - (3)
Written off book value related
to sold investments
(3) (2) - - (5)
Depreciation for the period - (121) (256) (94) (49) (8) (13) - (541)
Changes in depreciation - - - 3 4 84 51 - 142
Depreciation of written off
assets
- - - 3 4 84 51 - 142
December 31, 2021
Acquisition cost 1 476 3 032 912 452 257 57 242 55 6 483
Accumulated depreciation - (213) (763) (382) (228) (21) (78) - (1 685)
Book value at the end 1 476 2 819 149 70 29 36 164 55 4 798
January 01, 2022
Acquisition cost 1 476 3 032 912 452 257 57 242 55 6 483
Accumulated depreciation - (213) (769) (382) (228) (21) (78) - (1 685)
Book value at the end 1 476 2 819 149 70 29 36 164 55 4 798
Acquisitions - 11 23 2 24 38 2 43 143
Purchase - 11 23 2 24 38 2 43 143
Decrease (book value) - - - - - - - - -
Disposals - - - - - - - - -
Depreciation for the period - (61) (84) (22) (18) (5) (14) - (204)
Changes in depreciation - - - - - - - - -
Depreciation of written off -
assets - - - - - - - -
June 30, 2022
Acquisition cost 1 476 3 043 935 454 281 95 244 98 6 626
Accumulated depreciation - (274) (847) (404) (246) (26) (92) - (1 889)
Book value at the end 1 476 2 769 88 50 35 69 152 98 4 737

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

3.02.Intangible assets

Software ISO certificates
and intellectual
property rights
Trademarks and
prototypes
Others Capitalized
R&D expenses
Total
January 01, 2021
Acquisition cost 190 874 2 691 212 1 535 5 502
Accumulated amortization (190) (244) (625) (34) - (1 093)
Book value - 630 2 066 178 1 535 4 409
Acquisitions 141 5 1 767 - 2 285 4 198
Purchase 6 5 11 - - 22
Capitalized - - - - 2 285 2 285
Put into operation 135 - 1 756 - - 1 891
Disposals - (625) (546) (141) (3 695) (5 007)
Written off book value of assets
related to sold investments - (625) - (141) - (766)
Other way - - (546) - (3 695) (4 241)
Amortization for the period (17) (3) (456) (8) - (484)
Changes in amortization - 242 298 14 - 554
Amortization of written off assets - - 298 - - 298
Written off amortization of assets
related to sold investments - 242 - 14 - 256
Book value as of the end 124 7 2 831 29 125 3 116
December 31, 2021
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
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 - - - - 775 775
Capitalized - - - - 775 775
Amortization for the period (34) (1) (271) (4) - (310)
June 30, 2022 -
Acquisition cost 331 12 3 614 57 900 4 914
Accumulated amortization (241) (6) (1 054) (32) - (1 333)
Book value 90 6 2 560 25 488 3 581

3.03. Assets with right of use

June 30, 2022 December 31, 2021
Vehicles Buildings Total Vehicles Buildings Total
In the beginning of the period
Acquisition cost 232 9 241 127 9 136
Amortization (124) (9) (133) (84) (6) (90)
Book value 108 - 108 43 3 46
Acquisitions 162 - 162 116 - 116
Operating leasing 162 - 162 116 - 116
Disposals - - - (11) - (11)
Written off - - - (11) - (11)
Amortization for the period (29) - (29) (40) (3) (43)
Book value at the end of the period
Acquisition cost 394 9 403 232 9 241
Amortization (153) (9) (162) (124) (9) (133)
Book value 241 - 241 108 - 108

The Group has concluded lease agreements for renting office spaces and vehicles used in its activity.

3.04. Goodwill

Name December 31,
June
30, 2022
2021
Allterco Robotics Inc., USA 34 34
Allterco Properties EOOD (Solely-owned LLC) 126 126
Total: 160 160

Impairment of goodwill

As a result of the analyses performed by the Group's management no impairment of goodwill is recognized as of June 30, 2022.

3.05.Investments in associated companies

During 2021 Allterco participated in the establishment of a new company in China – Allterco Asia Ltd. , with seat and management address Shenzhen, Guangdong Province. The registered capital of the new company is CNY 100 000 as Allterco holds 30% (8 thousand BGN) and has an option to acquire additional up to 50%, reaching up to 80%.

The movement of the investments in associated companies is as follows:

June
30, 2022
December 31,
2021
Opening balance at Jan 1 40 -
Acquisition of participation in the capital - 8
Share in the profit for the period 38 32
Balance as of the end of the
period
78 40

3.06. Other long-term capital investments

June
30, 2022
December 31,
2021
Ordinary registered shares –
Link Mobility, in the
beginning of the period
2 624 6 566
Decrease (1 362) (3
942)
Effect from transactions with financial assets (355) (369)
Revaluation of other financial instruments (1 007) (3573)
Ordinary registered shares –
Link Mobility, at the end
of the period
1 262 2 624

3.07. Long-term trade receivables

In September 2021 the Company sold its investments in ALLTERCO PTE, Singapore, ALLTERCO SDN Malaysia и ALLTERCO CO. LTD Thailand. The terms of the contract stipulate that 50% if the agreed price, at the amount of 1 027 thousand is due in 36 months after the date of the deal for this reason, in the current individual financial statements the receivable related to the sale of the mentioned subsidiaries which are due after 2023 are presented and long-term receivables.

The management assess that the value of other long-term receivables presented in the statement of financial position as of June 30, 2022 is equal to their fair value.

3.08. Deferred tax assets

June
30, 2022
December 31,
2021
Deferred tax assets
Provisions for liabilities 30 30
Accruals for unused leave 19 19
Impairment of receivables 10 25
Total deferred tax assets 59 74
Deferred tax liabilities
Depreciation (2) (2)
Total deferred tax liabilities (2) (2)
Total deferred tax asset (liability) 57 72

3.09.Inventories

June
30, 2022
December 31,
2021
Goods 6 315 3 900
Goods in transit 3 246 979
Supplies 1 476 2 227
Materials 338 454
Total: 11 375 7 560

As of June 30, 2022 in the consolidated statement of financial position are presented:

  • Components for production of devices at the amount of 1 476 thousand BGN, which were ordered by the Group and purchased by the factories that produce devices for the Group. The components are available at the warehouse of the factories and according to the agreements the Group has ownership rights over them
  • Goods in transit, which are not in the warehouses of the Group yet but which are owned by the Group on the basis of purchase agreements

The Group policy is to try to maintain optimal quantity of goods equal to a several months forecast of sales. The management of the Group expects that in the near future the level of inventories will continue to increase as a consequence of increasing sales as well as a result of increasing deficit of certain electronic components necessary for the production of devices.

3.10. Trade receivables

June
30, 2022
December 31,
2021
Receivables from clients 13 392 12 642
Impairment of receivables (86) (237)
Receivables from clients, net of impairment 13 306 12 405
Advances to suppliers 8 594 6 762
Total 21 900 19 167

The movement of impairment of receivables during the reporting periods is as follows:

June
30, 2022
December 31,
2021
Impairment at the beginning of the period 237 -
Recovered or written off impairment (151) -
Impairment recognised during the period - 237
Impairment at the end of the
period
86 237

3.11. Other receivables

June
30, 2022
December 31,
2021
TAX RECEIVABLES 3 028 1 884
VAT refund receivable 2 845 1 857
Overpaid corporate profit tax 171 2
Customs duties 12 25
OTHER RECEIVABLES 230 28
Deposits with companies and guarantees 50 22
Advances to employees 4 4
Other receivables 176 2
Total: 3 258 1 912

3.12. Cash and cash equivalents

June
30, 2022
December 31, 2021
Cash in current accounts 27 996 30 320
Cash on hand 137 92
Other cash -
debit cards
11 4
Restricted cash (guarantees) - 125
Cash equivalents 10 -
Total: 28 154 30 541

Page 42 of 61

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

By currency June
30, 2022
December 31,
2021
EUR 13 797 6 180
BGN 9 635 13 298
USD 4 335 11 063
Other 387 -
Total 28 154 30 541

The Group's cash funds are in bank accounts with banks with stable long-term ratings. The Management has assessed the expected credit losses on cash funds and cash equivalents. The estimated value is determined as insignificant and is not accrued in the consolidated financial statements of the Group as of June 30, 2022

3.13. Prepaid expenses

June
30, 2022
December 31,
2021
Total Total
Operating activity
Information Services 29 28
Insurances 27 35
Licenses/ certificates 21 -
Memberships 17 34
Subscriptions 11 27
Trade fairs - 109
Other 11 1
Total 116 234

3.14. Bank loans

Then depreciable portion of bank loans is as follows:

June
30, 2022
December 31,
2021
Raiffeisenbank AD, including: 1 758 1 900
up to one year
-
289 285
-
over one year
1 469 1 615
DSK bank EAD 505 617
up to one year
-
226 225
-
over one year
279 392
Other short-term financing Allterco Robotics USA 108 62
Total bank loans - non-current portion: 1 748 2 007
Total bank loans - current portion: 623 572

Page 43 of 61

Bank Raiffeisenbank AD
Date of the contract: August 25, 2017
Agreed loan amount: 1 620 000
Original currency EUR
Purpose Financing up to 90% (excluding VAT) of the final price of all company shares
representing 100% of the capital of the joint debtor Allterco Properties EOOD
(Solely-owned LLC), designated in the concluded between the Borrower and JFC
Developments OOD (Ltd.) Share Transfer Contract into Final Contract
Term Feb
10, 2028
Collaterals: Mortgage on real estate, owned by
Allterco Properties EOOD
(Solely-owned LLC), joint debtor -
Allterco Properties EOOD
(Solely-owned LLC), pledge of all bank accounts of
Allterco JSCo.
with the bank
Creditor DSK Bank AD
Date of the contract: September 28, 2020
Total amount EUR 450 thousand
Purpose Financing of 90% of the expenses for purchase of real estate
Currency EUR
Fixed term September 28, 2024
Collaterals: Mortgage
of real estate owned by Allterco Properties Ltd.

A subsidiary of Allterco has an agreement for bank financing in the form of overdraft, which was not used during the reporting period. Details about the parameters of this financing are presented in point 5.

The subsidiary Allterco Robotics Inc., USA uses bank financing in the form of credit card credit limit.

3.15. Lease

June 30, 2022 December 31, 2021
Up to Over one Total Up to Over one Total
one year year one year year
Finance lease liabilities 39 82 121 31 - 31
Operating lease liabilities 32 112 144 27 80 107
Lease liabilities 71 194 265 58 80 138

Liabilities under lease agreements presented in the consolidated statement of financial position include the

liabilities of the Group under rental agreements for offices and vehicles, which are recognized in accordance with the requirements of IFRS 16 Leasing.

3.16. Trade payables

June
30, 2022
December 31,
2021
Suppliers 392 931
Advances from clients 101 556
Total: 493 1 487

3.17. Payables to employees

June 30, 2022 December 31,
2021
Payables to employees 1 5
Payables for unused paid leave 167 168
Total: 168 173

3.18. Liabilities to social security

June 30, 2022 December 31,
2021
Liability to social security institutions 158 115

3.19. Tax liabilities

June 30, 2022 December 31,
2021
Corporate tax 1 106 281
Value Added Tax 512 940
Dividend
tax
81 -
Income tax 60 73
Other taxes 1 21
Total: 1 760 1 315

3.20. Other liabilities

June 30, 2022 December 31,
2021
Dividend
payable
1 719 -
Liabilities for purchase of shares 605 665

Page 45 of 61

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Guarantee service provision 151 300
Guarantees/deposits for rent 61 61
Other liabilities 4 --
Total other liabilities 2 540 1 026

The general meeting of shareholders held on June 27, 2022 decided on distribution of dividend at the amount of 1 799 999.90 BGN (0,10 NBGN per share).

3.21. Registered capital

Allterco JSCo was registered in 2010. The registered capital of the Company as of June 30, 2022 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 ninetynine) ordinary registered shares with a nominal value of BGN 1 each. The registered capital is fully paid in four installments:

The first issue was made upon the establishment of the Company in the form of a non-monetary contribution in the amount of BGN 50 000, which had as its subject ordinary registered voting shares of the capital of Teravoice AD.

In 2010 a second non-monetary contribution was made in the amount of BGN 5 438 000, which had as its subject shares from the capital of Tera Communications AD.

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 JSCo 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, confirmed by the Financial Supervision Commission with Decision № 487 – Е of July 08, 2016 entered in the Commercial Register under No.20161108100414 of November 08, 2016.

In 2020 the capital of the 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 JSCo 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 June 30, 2022 the shareholders in the company are:

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

As of June 30, 2022 the company owns 40 000 treasury shares.

3.22. Retained earnings

June
30, 2022
December 31,
2021
Opening balance 39 394 26 938
Net profit 6 338 15 962
Distribution of dividends (1 800) (3
600)
Change due to sale of subsidiaries - 390
Change in minority interest (294)
Other movements 5 -
Closing balance at the end of the period 43 937 39 394

3.23. Reserves

June
30, 2022
December 31,
2021
Opening balance 1 800 1 500
Reserve from issue of shares - 300
Balance at the end of the period 1 800 1 800

3.24. Reserve from issue of shares

As of June 30 2022, the reserves from issue of shares are at the amount of 5 403 thousand BGN. They are formed by the excess of share price of newly issued shares during 2020 over the par value of shares. The

excess amount was 6 000 thousand BGN and was decreased by the expenses related to the share issue at the amount of 2967 thousand BGN and by 300 thousand BGN, which were transferred to reserves, pursuant to a decision of the general meeting of shareholders held on June 28, 2021.

3.25. Other comprehensive income

June
30, 2022
December 31,
2021
Value at the beginning of the period 1 036 4 849
Reserves transferred to retained earnings (160) (240)
Reserves related to financial instruments reported at fair value (1 007) (3
573)
Other movements (10) -
Value at the end of the period (141) 1 036

The reserves related to the long-term financial instruments decreased by 1 167 thousand BGN as a result of the revaluation of the long-term financial instruments held at fair value as of June 30, 2022 and by 160 thousand BGN due to the sale of part of the capital instruments during the reporting period.

4. Notes to the consolidated statement of comprehensive income

4.01. Sales revenue and cost price of sales

6 months of 2022 6 months of 2021 (reclassified)
Goods Services
and rents
Total: Produc
tion
Goods Services
and rents
Total:
Sales revenues 35 724 29 35 753 108 26 062 2 159 28 329
Cost of goods sold (17 989) - (17 989) - (11 968) - (11 968)
Other direct costs (522) - (522) (35) (492) (1 919) (2 446)
Cost of sales (18 511) - (18 511) (35) (12 460) (1 919) (14 414)
Gross profit 17 213 29 17 242 73 13 602 240 13 915

4.02. Other operating income

6 months of
2022
6
months of
2021
Financing / electricity price compensations 11 -
Exchange rate differences 1 559 412
Other operating income 30 39
Total: 1 600 451

4.03. Administrative expenses

6
months of
2022
Reclassified
6
months of
2021
Salaries and social security (6 006) (3
553)
External services (2 166) (1 027)
Material expense (245) (133)
Depreciation (225) (340)
Other administrative expenses (324) (163)
Total: (8 966) (5 216)

4.04. Other operating expenses

6
months of
2022
6
months of
2021
Written off receivables (1 053) (12)
Bank fees (97) (83)
Devaluation - (158)
Interest and penalties (52) -
Total: (1 202) (253)

4.05. Financial expenses

6
months of
2022
6
months of
2021
Loss
from
operations with financial assets
(119) -
Proceeds from sale of financial assets 236 -
Carrying amount of financial assets sold (355) -

Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Interest on loans (28) (29)
Interest on lease (4) (7)
Total: (151) (36)

4.06. Tax Savings (Expense)

Six months of Six months of
2022 2021
Current tax expenses (1 106) (952)
Tax effect of temporary tax differences (16) (5)
Total: (1
122)
(957)

5. Contingent liabilities and commitments

Contract Annex Creditor Debtor Joint debtor
/Guarantor
Amount/Li
mit
Financial
conditions
Term COLLATERAL
provided by the
borrower
Investment
loan August
25, 2017
contract under
art. 114 para 10
of the Public
Offering of
Securities Act
Annex
No.1
October
31, 2018
Raiffeisen
bank
Bulgaria
EAD
Allterco
JSCo
Allterco
Properties
EOOD -
solidary
1 620 000
EUR
Fixed
interest rate
for the
whole period
3% per year;
Management
fee
Feb 10,
2028
Mortgage on
real estate
owned by
Allterco
Properties
EOOD;
Pledge of
receivables on
bank accounts
with the bank.
Pledge under
the law for
financial
security
contracts;
Overdraft
September 30,
2019 – contract
under art. 114
para 10 of the
Public Offering
of Securities
Act
Annex
No.1 of
August
28, 2020
Raiffeisen
bank
Bulgaria
EAD
Allterco
Robotics
EOOD
Allterco JSCo -
guarantor
1 000 000
EUR
One-month
EURIBOR,
+2.5 %, but
not less than
2.5%;
management
commission;
commitment
commission;
commission
for issuing
guarantees;
Septembe
r 29,
2022
Pledge of
receivables on
accounts of the
company with
the bank;
Contract for
standard
investment
loan No.2757
dated
September 28,
2020
- DSK
Bank AD
Allterco
Propertie
s EOOD
Allterco
Trading EOOD
– solidary
debtor
450 000
EUR
Annual
interest rate
formed by a
variable
interest rate
of 1m
EURIBOR +
2.1% but not
less than
Septembe
r 28,
2024
Mortgage on
real estate
owned by
Allterco
Properties
EOOD; Pledge
of receivables
on bank
accounts of

Page 50 of 61

2.1%; annual Allterco
management Properties
fee; EOOD and
Allterco Trading
EOOD in DSK
Bank.

6. Transactions with related parties

During the reporting period the Group did not engage in transactions with its shareholders or entities, which could be considered as related parties.

The Company did not engage in deals with related or daughter companies that are not part of its ordinary scope of business or which significantly differ from the market terms of business. The delas with group companies had been eliminated for the purposes of consolidation.

The companies included in the Group are disclosed in item 1.4.

Key management

During the reporting period the members of the board of directors of Allterco received remuneration at the total amount of BGN 245 thousand. The remuneration paid was in compliance with the approved remunerations policy and the changes made in the number and the members of the Board of Director approved by the extraordinary shareholder meeting held on April 8, 2022.

7. Financial instruments by category

The accounting policies for financial instruments are applied to the items listed below

Structure of financial assets and liabilities by categories is as follows:

June 30, 2022
Financial assets according to the Statement of
financial position
Cash Financial assets
reported at
depreciated value
Financial assets
reported at fair
value through
other
comprehensive
income
Financial assets
reported at fair
value through
profit or loss
Total
Cash and cash equivalents 28 154 - - - 28 154
Other long term financial assets - - 1 262 - 1 262
Non-current trade receivables - 1 027 - - 1 027
Current trade receivables - 13 306 - - 13 306
Deposits and guarantees - 50 - - 50
TOTAL FINANCIAL ASSETS 28 154 14 383 1 262 - 43 799

June 30, 2022
Financial liabilities according to the Statement
of financial position
Financial liabilities
reported at
depreciated value
Financial liabilities
reported at a specifically
determined value
Financial liabilities
reported at fair value
through profit or loss
Total
265 - - 265
Lease
Bank loans 2 371 - - 2 371
Trade liabilities 392 - - 392
Liabilities for purchase of shares 605 - - 605
Guarantees 61 - - 61
TOTAL FINANCIAL LIABILITIES 5 413 - - 5 413
December 31, 2021
Financial assets according to the Statement of
financial position
Cash Financial assets
reported at
depreciated value
Financial assets
reported at fair
value through other
comprehensive
income
Financial assets
reported at fair
value through
profit or loss
Total
Cash and cash equivalents 30 541 - - - 30 541
Other long term financial assets - - 2 624 - 2 624
Non-current trade receivables - 2 054 - - 2 054
Current trade receivables 12 405 - - 12 405
Deposits and guarantees 22 - - 22
TOTAL FINANCIAL ASSETS 30 541 14 481 2 624 - 47 646
December 31, 2021
Financial liabilities according to the Statement
of financial position
Financial
liabilities reported
at depreciated
value
Financial liabilities
reported at a
specifically
determined value
Financial liabilities
reported at fair value
through profit or loss
Total
Leasing 138 - - 138
Bank loans 2 579 - - 2 579
Trade liabilities 931 - - 931
Liabilities for purchase of shares 665 - - 665
Guarantees 61 - - 61
Other liabilities - - - -
TOTAL FINANCIAL LIABILITIES 4 374 - - 4 374

8. Financial risk management

In the course of their normal business, the Group companies may be exposed to various financial risks, the most significant of which are: market risk (currency risk, risk of changes in fair value and price risk), credit

risk, liquidity risk and interest rate risk. The general financial risk management is focused on forecasting the changes in the financial markets to minimize potential adverse effects on financial performance. Financial risks are currently identified, measured and monitored through various control mechanisms to determine adequate measures and to avoid unjustified exposure to any potential financial risk.

Financial risk management is an ongoing process directly supervised by the management of the Group and financial experts. It is carried in accordance with a policy established by the Board of Directors of the Parent-company, which has developed the basic principles of general financial risk management. On the basis of those principals specific procedures for managing the individual specific financial risks are defined.

The various types of financial risks to which Group companies are exposed in the course of their business operations are described below, as well as the approach taken to mitigate them.

Market Risk

а. Currency risk

The Group companies carry out their transactions in Bulgaria, some in the European Union and others in third countries (Asia and USA). The biggest portion of supplies made by the Group companies are in Bulgarian lev (BGN), Euro and US dollars. In order to control the currency risk, a system for planning the supplies from countries inside and outside the European Union is used, as well as procedures for periodic monitoring of movements in exchange rates of foreign currencies and control of forthcoming payments.

The tables below summarize the exposure to currency exchange rates:

June 30, 2022 In other
in EUR in USD foreign
currency
In BGN Total
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Cash and cash equivalents 13 797 4 335 387 9 635 28 154
Non-current trade receivables 1 027 - - - 1 027
Current trade receivables 12 300 224 237 545 13 306
Deposits - - - 50 50
TOTAL ASSETS 27 124 4 559 624 10 230 42 537
Lease 143 - - 122 265
Bank loans 2 263 108 - - 2 371
Trade payables 176 54 - 162 392
Liabilities for purchase of shares - - - 605 605
Guarantees - - - 61 61
TOTAL LIABILITIES 2 582 162 - 2 669 5 413

December 31, 2021 in EUR in USD in another
foreign
currency
in BGN Total
Cash and cash equivalents 6 180 11 063 - 13 298 30 541
Non-current trade receivables 2 054 - - - 2 054
Current trade receivables 10 036 1 344 419 606 12 405
Deposits - 11 - 11 22
TOTAL ASSETS 18 270 12 418 419 13 915 45 022
Lease 18 - - 120 138
Bank loans 2 517 62 - - 2 579
Trade payables 370 68 - 493 931
Liabilities for purchase of shares - - - 665 665
Guarantees - - - 61 61
TOTAL LIABILITIES 2 905 130 - 1 339 4 374

Currency sensitivity analysis

The Group companies are not exposed to foreign currency risk with respect to their euro transactions. Currency risk is associated mainly to payments in US dollars and Norwegian krone (NOK). As of June 30, 2022, 10.7% of the Group's current financial assets are in EUR 63.8%, in USD and 1.5% in NOK.

b. Price risk

The Group companies are exposed to a specific price risk with respect to the prices of the services provided and goods sold. Minimizing the price risk of negative changes in prices is achieved by periodically analyzing and renegotiating contractual terms in order to update prices in the light of market changes.

Allterco JSCo. owns shares of Link Mobility Group that are traded on a regulated market. During 2021 and the first half of 2022 the Company sold part of its shares. The remaining shares are exposed to price risk.

Risk of interest-bearing cash flows

There is no significant concentration of interest-bearing assets in the Group companies, except for loans granted and free cash on current accounts with banks. For this reason, the operating cash flows are to a great extend independent of changes in market interest rates.

At the same time, the cash outflows of the Group companies for the reporting period are exposed to interest rate risk due to the use of bank loans in EUR agreed at a variable interest rate.

Cash in current accounts with banks is subject to interest at interest rates according to the tariffs of the

respective banks.

The exposure of the Group companies to changes in market interest rates is constantly monitored and analyzed. Different scenarios of refinancing, renewal of existing interest rates and alternative financing are simulated. The calculations cover significant interest-bearing positions.

June 30, 2022 with
floating
interest-free
interest rate
%
with fixed
interest
rate %
Total
BGN'000 BGN'000 BGN'000 BGN'000
Cash and cash equivalents 28 154 - - 28 154
Current trade receivables 13 306 - - 13 306
Non-current trade receivables 1 027 - - 1 027
Deposits 50 - - 50
TOTAL ASSETS 42 537 - - 42 537
Lease - - 265 265
Bank loans - 613 1 758 2 371
Trade payables 392 - - 392
Liabilities for purchase of shares 605 - - 605
Guarantees 61 - - 61
Other liabilities 1 719 - - 1 719
TOTAL LIABILITIES 2 777 613 2 023 5 413
December 31, 2021 interest-free with floating
interest rate
%
with fixed
interest
rate %
Total
BGN'000 BGN'000 BGN'000 BGN'000
Cash and cash equivalents 30 541 - - 30 541
Current trade receivables 12 405 - - 12 405
Non-current trade receivables 2 054 - - 2 054
Deposits 22 - - 22
TOTAL ASSETS 45 022 - - 45 022
Lease - - 138 138
Bank loans - 679 1 900 2 579
Trade payables 931 - - 931
Liabilities for purchase of shares 665 - - 665
Guarantees 61 - - 61
TOTAL LIABILITIES 1 657 679 2 038 4 374

Credit Risk

The financial assets of the Group companies are concentrated mainly in two groups - cash (cash on hand

and in bank accounts) and receivables from clients.

Credit risk is basically the risk that the customers of the Group companies will not be able to pay the due amounts in full and in the usual terms. Receivables from customers are presented in the consolidated statement of financial position at fair value. An impairment for doubtful and difficult-to-collect receivables has been accrued, based on previous experience with events leading to losses from uncollectability.

The Group companies do not have a significant concentration of credit risk. Their policy is to negotiate a credit period longer than 60 days only with customers that have a long trading history and cooperation with the Group companies. Payments from customers are made by bank transfers.

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

The collectability and concentration of trade receivables is monitored on an ongoing basis, in accordance with the established policy of the Group companies. For this purpose, regularly the Finance and Accounting Departments review the open positions by customers and receipts, and make an analysis of outstanding amounts.

As of June 30, 2022 cash and banks transfers are allocated to several banks, which mitigates the risk related to cash and cash equivalents exposure.

Liquidity Risk

Liquidity risk is the risk that the companies face difficulties in meeting their financial obligations. Part of the Group customers are mobile operators or other big companies that have a very good credit rating and meet their payment deadlines.

The Group companies maintain a conservative liquidity management policy aimed at constantly maintaining an optimum cash reserve and the ability to finance their business. They also use some borrowed credit resources.

To control liquidity risk, the Group companies control the timely payment of liabilities in accordance with the agreed payment terms with each client.

The Group companies monitor and control the actual and forecasted cash flows and try to match the maturities of assets and liabilities. On an ongoing basis the maturity and timely payment are monitored by accounting department and daily information on available cash and the obligations for future payments is

with no

Unified Identification Code (UIC): 201047670 EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

maintained.

30 June 2022

up to 1
month
1-3
months
3-6
months
6-12
months
1-2
years
2-5
years
over 5
years
maturit
y
total
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Cash and cash
equivalents
- - - - - - - 28 154 28 154
Current trade
receivables
9 338 1 903 535 1 530 - - - - 13 306
Non-current trade
receivables
- - - - 1 027 - - - 1 027
Deposits - - - - - - - 50 50
TOTAL ASSETS 9 338 1 903 535 1 530 1 027 - - 28 204 42 537
Lease liabilities 7 12 19 35 86 106 - - 265
Bank loans 49 110 162 263 556 1 060 171 2 371
Trade payables 282 12 22 76 - - - - 392
Liabilities for
purchase of shares
10 20 30 545 - - - - 605
Guarantees - - - - - - - 61 61
Other liabilities 1 719 - - - - - - - 1 719
TOTAL
LIABILITIES
2 067 154 233 919 642 1 166 171 61 5 413
December 31, 2021 up to 1
month
1-3
months
3-6 months 6-12
months
1-2 years 2-5
years
BGN'00
over 5
years
BGN'00
with no
maturity
BGN'00
total
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 0 0 0 BGN'000
Cash and cash
equivalents 125 - - - - - - 30 416 30 541
Current trade
receivables 9 048 455 - 2 902 - - - - 12 405
Non-current trade
receivables - - - - 1 027 1 027 - - 2 054
Deposits - - - - - - - 22 22
TOTAL ASSETS 9 173 455 - 2 902 1 027 1 027 - 30 438 45 022
Lease liabilities 3 7 10 38 27 53 - - 138
Bank loans 48 109 158 256 523 1 103 382 - 2 579
Trade payables 839 17 25 50 - - - - 931
Liabilities for purchase
of shares 10 20 30 605 - - - - 665
Guarantees - - - - - - - 61 61
TOTAL
LIABILITIES 900 153 223 949 550 1 156 382 61 4 374

Capital risk management

With the capital management the Parent Company aims to create and maintain the ability for continuous operations (going concern company) and to ensure the appropriate return on investment to shareholders, as well as to maintain optimal capital structure in order to reduce capital costs.

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

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

June
30, 2022
December 31, 2021
Total debt capital, incl.: 7 755 6 833
-
Bank loans
2 371 2 579
-
Lease liabilities
265 138
Reduced by cash and cash equivalents 28 154 30 541
Net debt capital (20 399) (23 708)
Total equity 68 191 65 540
Total capital 47 792 41 832
Ratios of indebtedness 0.00% 0.00%

The Group is not in debt for the reporting periods, as cash exceeds the total debt capital.

9. Fair value

Usually, external independent appraisers are used for the assessment of fair value of significant assets. The need of external appraisers is assessed annually by the management of the Company. External appraisers are chosen based on their professional experience, qualities and reputation.

The Group's policy is to disclose in its financial statements the fair value of financial assets and liabilities for which information about market prices is available.

For the purpose of fair value disclosure, the Company determines different classes of assets and liabilities, depending on their nature, characteristics and risk, and on the relevant level in the fair value hierarchy set out in Significant Accounting Policies.

The Company's management has estimated that the fair values of cash and cash equivalents, trade receivables, trade payables, finance lease and bank loans are close to their book values due to the shortterm nature of these instruments and their timely payment over time.

The table below shows the book value and fair value of financial assets and liabilities, including their levels in the value hierarchy. Fair value information is not presented if the book value is considered reasonably equal to the fair value.

Unified Identification Code (UIC): 201047670

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2022

Unless otherwise stated, all amounts are in BGN thousand.

Book value Level 1 Level 2 Level 3
June
30, 2022
Financial assets
Other long term financial investments 1 262 1 262 - -
Cash and cash equivalents 28 154 - - -
Trade receivables 13 306 - - -
Long-term trade receivables 1 027 - - -
Deposits in companies and guarantees 50 - -
TOTAL ASSETS 43 799 1 262 - -
Financial liabilities
Lease 265 - - -
Bank loans 2 371 - 2 371 -
Trade payables 392 - - -
Liabilities for purchase of shares 605 - - -
Guarantees 61 - - -
Other liabilities 1 719
TOTAL LIABILITIES 5 413 - 2 371 -
December 31, 2021 Book value Level 1 Level 2 Level 3
Financial assets
Cash and cash equivalents 30 541 - - -
Current trade receivables 12 405 - - -
Other long term financial investments 2 624 2 624 - -
Non-current trade receivables 2 054 - - -
Deposits 22 - - -
TOTAL ASSETS 47 646 2 624 - -
Financial liabilities
Lease 138 - -
Bank loans 2 579 - 2 579 -
Trade payables 931 - - -
Liabilities for purchase of shares 665 - - -
Guarantees 61 - - -
Other liabilities 0 - - -
TOTAL LIABILITIES 4 374 - 2 579 -

No transfers between different levels have been made during the reporting period.

EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 Unless otherwise stated, all amounts are in BGN thousand.

10. Events after the end of reporting period

On 5th of July the Company has announced to the FSC and to the Public the following information: Herewith and within the legally established term we inform you that the following notice were received at the office of Allterco JSCo: Notification under Art. 19, para. 1 of Regulation (EU) № 596/2014 of the European Parliament and of the Council from IMPETUS CAPITAL OOD, in its capacity as a person closely associated with a person discharging managerial responsibilities and namely – Nikolay Angelov Martinov – member of the Board of Directors of Allterco JSCo, of a transaction conducted by IMPETUS CAPITAL OOD and on the own account of this entity as follows: pledge of 162 000 shares of Allterco JSCo, (ISIN BG1100003166) on 30.06.2022 outside the regulated market.

The transaction is not linked to the exercise of share option programs.

On 21st of July has been set the start date for payment of the dividend voted on the regular annual general meeting of shareholders - June 2022

After the end of the reporting period, on 29.07.2022 Allterco AD concluded with the four owners of the capital of GOAP d.o.o. ("GOAP") (one legal and three individual persons) a binding preliminary agreement (Term Sheet) on the main terms and conditions for the acquisition of the Slovenian IoT provider, as follow:

Phase 1: Acquisition of 60% of GOAP's capital for the amount of 2 million EUR under the terms of SPA/Share Purchase Agreement).

Phase 2: The remaining 40% of GOAP's capital belonging to the three owners – individuals – it will be subject to call and put options under which Allterco will have a call option to acquire and sellers – put option to transfer the remaining shares of the capital. These options shall be carried out at the discretion of the holder of the relevant option, in one or more steps and against a price that varies in a predetermined range, depending on predefined measurable GOAP results within a predetermined period of time. Within a predetermined time period if GOAP's results do not reach a predetermined threshold, then the put option cannot be used, but Allterco will retain its rights under the call option, executable against a predetermined minimum price. The specific terms of option agreements, including price, are subject to further negotiations between the parties.

Allterco will be entitled to pay up to 50% of the price due to the owners of the capital – individuals with

their own shares.

The indicative deadline for closing the transaction is 3 months from the date of conclusion of term sheet. Under certain conditions, this period may be extended by up to 3 months.

With the acquisition, Allterco intends to expand its technology portfolio and thereby expand the supply of products for both customers and professional consumers.

On August 1 2022 the Company disclosed to the FSC and the Public a financial statement for the second quarter of 2022 on an individual basis.

REPORT ON BUSINESS ACTIVITIES of ALLTERCO JSCo

SECOND QUARTER OF 2022

consolidated basis

Pursuant to Art. 100o, Para 4of the Public Offering of Securities Act and Art. Art. 12 of Ordinance No. 2 from 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 first quarter of 2022 for the period 01.01.2022 – 30.06.2022 (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 Company's 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:

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%.

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

As of 30 June, 2022 the capital structure of ALLTERCO JSCo is as follows:

On June 30, 2022 the company acquired 40 000 treasury shares, representing 0,22% of the Company's 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 Company's website at: https://allterco.com/en/INVESTORS.

In relation to the trading of the Company's shares on the Frankfurt Stock Exchange and the requirements of this regulated market, the Company discloses inside information via the electronic reporting system established and maintained by Deutsche Börse AG - the Exchange Reporting System (ERS). The inside information transmitted via the ERS is published on the Deutsche Börse investor portal (https://www.boerse-frankfurt.de/) and https://www.dgap.de/. Publication is made via an authorised intermediary EQS Group.

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 6 338 thousand, which is a decrease of the profit by 7,54 % compared to the same reporting period of the previous year. The decrease in the profit was strongly influenced by write-offs of receivables in the amount of BGN 751 thousand as a result of an agreement reached with Link Mobility Group to settle a payment due in the amount of BGN 3 054 thousand.

As of the end of the reporting period the operating revenue on consolidated basis increased by 29,79% compared to the same period of the previous year. The revenue from sale of devices increased by 36,5% while the revenue from services decreased by 98,7% following the sale of three subsidiary companies in the Q3 of 2021.

REVENUE Q2, 2021 Change Q2, 2022
BGN thousand % BGN thousand
Sales revenue 26 170 36.5% 35 724
Revenue from services and rents 2 159 -98.7% 29
Other revenue 451 254.8% 1 600
Total Operating revenue 28 780 29.79% 37 353

3.2.Operating expenses

As of the end of the reporting period the total operating expenses of ALLTERCO JSCo increased by 72,9% compared to the same reporting period of the previous year. This increase is mainly due to the increase of the expenses for salaries and insurances, which increased by 69%, the expenses for external services, which increased by 110,9% and the other operating expenses, which increased by 375,1%, and. The increase of the other operating expenses is due to the write-off of receivables in the amount of BGN 751 thousand.

The greatest portion of the reported expenses for the period belong to the expenses for salaries and social securities with 53,3%, followed by the expenses for external services with a share of 19,2% and the other expenses which share is 10,7%.

EXPENSES Q2 2021 Change Q2 2022
BGN thousand % BGN thousand
Materials 133 84.2% 245
External services 1,027 110.9% 2,166
Depreciation 340 -33.8% 225
Salaries and Social security 3,553 69.0% 6,006
Other administrative expenses y 163 98.8% 324
Total Administrative expenses 5,216 71.9% 8,966
Sales expenses 1,049 5.0% 1,101
Other operating expenses 253 375.1% 1,202
Total Operating expenses 6,518 72.9% 11,269

3.3. Financial indicators

LIQUIDITY RATIOS 31.12.2021 30.06.2022
Current ratio 12.52 11.15
Quick ratio 10.93 9.19
Immediate ratio 6.44 4.84
Cash ratio 10.47 8.61

The total liquidity ratio at the end of the reporting period decreased due to the following: the current assets increased by 9,1% compared to the end of 2021, while the current liabilities increased by 22,5%.

The quick liquidity ratio at the end of the reporting period decreased due to the following: the inventories increased by 50,5% compared to the end of 2021, while the current liabilities increased by 22,5%.

The immediate liquidity ratio at the end of the reporting period decreased due to the following: the current liabilities increased by 22,5% compared to the end of 2021, while cash decreased by 7,8%.

The cash ratio at the end of the reporting period decreased due to the following: the current liabilities increased by 22,5% compared to the end of 2021, while the trade receivables increased by 14,3%.

DEBT RATIOS 12/31/2021 6/30/2022
Debt / Equity 0.10 0.11
Debt / Assets 0.09 0.10
Equity/ Debt 9.60 8.79

The change in the debt/equity ratio at the end of the reporting period is due to the following: the Company's total liabilities increased by 13,5 % compared to the end of 2021, and equity increased by 4,0%.

The change in the debt/assets ratio at the end of the reporting period is due to the following: the Company's total assets increased by 4,9% compared to the end of 2021, while the Company's total liabilities increased by 13,5%.

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 13,5 % compared to the end of 2021, and equity increased by 4,0%

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 Company's income. Separately, investors in the Company's 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 Company's 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 electionsfor 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.
After a vote of motion of no
confidence in the coalition government formed at the end of 2021 in June 2022, a change
in the government
of the country is expected.
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 2022 the total business climate
indicator
increased by 1.4
percentage points compared to the previous month.
An
increase in the indicator was observed in constructions
and retail trade
and industrial,
construction and retail.
Business climate – total, Source: NSI1
The June 2022 Eurosystem
staff macroeconomic projections expect that global real GDP –
excluding the euro area –
will grow at 3.0% in 2022, 3.4% in 2023 and 3.6% in 2024, a
weaker growth trajectory compared with the March projections. The implications of the
Russian invasion and the pandemic measures in China are projected to weigh significantly
on trade in the near term, but their impact is expected to dissipate thereafter.
Compared
with the March projections, the outlook has been revised down significantly for 2022 and
2023, while for 2024 it has been revised up.
The June 2022 Eurosystem staff
macroeconomic projections indicate that global real GDP –
excluding the euro area –
will
grow at 3.0% in 2022, 3.4% in 2023 and 3.6% in 2024 –
a weaker growth trajectory than
foreseen in the March projections. The two key headwinds are projected to weigh

1 http://nsi.bg/bg/content/14830/общ-показател-на-бизнес-климата

significantly on trade in the near term, but their impact is expected to dissipate
2
thereafter.
INTEREST RATE
RISK
The interest rate risk is related to possible, eventual, adverse changes in the interest rates
established by the financial institutions of the Republic of Bulgaria.
For the first time in 11 years, the ECB Governing Council raised interest rates, which are
likely to continue rising in the coming months. The Governing Council decided to raise the
the three key ECB interest rates
by 50 basis points.
Accordingly, the interest rate on the
main refinancing operations and the interest rates on the marginal lending facility and the
deposit facility will be increased to 0.50%, 0.75% and 0.00% respectively, with effect from
27 July 2022.
The Governing Council's future policy rate path will continue to be data
3
dependent and will help to deliver on its 2% inflation target over the medium term
Date Percentage
01.06.2022 0.00
01.05.2022 0.00
01.04.2022 0.00
01.04.2022 0.00
01.03.2022 0.00
01.02.2022 0.00
01.01.2022 0.00
BNB4
*Source:
INFLATION RISK Inflation risk is a general rise in prices in which money depreciates and there exists
probability
of loss to households and firms.
a
The consumer price index
(CPI)
Bulgaria. It estimates the total relative change in the prices of goods and services used by
households for personal (non-production) consumption and
applying the structure of the final cash
is an official measure of inflation in the Republic of
the index
is calculated by
consumer expenditure of Bulgarian households.
According to the NSI, the consumer price index for June 2022 compared to May 2022 is
100.9%, i.e. monthly inflation is 0.9%. Year-to-date inflation (June 2022 vs. December
2021) is 10.1% and annual inflation for June 2022 vs. June 2021 is 16.9%. The average
annual inflation rate for July 2021 to June 2022 compared to July 2020 to June 2021 is
5
9.3%

2 https://www.bnb.bg/bnbweb/groups/public/documents/ecb_publication/publications_ecb_mb_202108_bg.pdf

3 https://www.ecb.europa.eu/press/pr/date/2022/html/ecb.mp220721~53e5bdd317.bg.html

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

5 https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2022-06_C3K3TYH.pdf

The respective month of the previous year
The previous month
*Source:
NSI
The harmonized index of consumer prices (HICP) is a comparable measure of inflation in
EU countries. It is one of the criteria for price stability and for Bulgaria's accession to the
euro area. The HICP, like the CPI, measures the overall relative change in the price level of
goods and services.
According to the NSI, the harmonized consumer price index for June 2022 compared to
May 2022 is 101.2%, i.e. the monthly inflation is 1.2%. Year-to-date inflation (June 2022
versus December 2021) is 9.4% and annual
inflation for June 2022 versus June 2021 is
14.8% (Table 2 in the Annex). The average annual inflation rate for the period July 2021 to
June 2022 compared to the period July 2020 to June 2021 is 7.8%. 6
The June 2022 Eurosystem staff macroeconomic projections for the euro area foresee
annual inflation at 6.8% in 2022, before it is projected to decline to 3.5% in 2023 and 2.1%
in 2024 –
higher than in the March projections. This means that headline inflation at the
end of the projection horizon is projected to be slightly above the ECB's target. Inflation
excluding energy and food is projected to average 3.3% in 2022, 2.8% in 2023 and 2.3% in
7
2024 –
also above the March projections
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 bank's 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

6 https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2022-06_C3K3TYH.pdf

7 https://www.ecb.europa.eu/press/pr/date/2022/html/ecb.mp220721~53e5bdd317.bg.html

On July 10, 2020, Bulgaria joined the ERM II exchange rate mechanism, known as the 'euro
area's waiting room'. 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.8 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 company's
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 Group's 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 Group's 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
Credit risk is the probability of deterioration of Bulgaria's international credit ratings,
state
caused by the government's 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
country's credit risk. Bulgaria's 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 & Poor's
28.05.2022
BBB/A-2
Stable
9
10
Fitch
22.01.2022
BBB
Positive
Source: Ministry of Finance

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

9 https://www.minfin.bg/bg/news/11577

10 https://www.minfin.bg/bg/news/11631

The international S&P Global Ratings Agency affirmed its 'BBB/A-2' long-
and short-term
foreign and local currency sovereign credit ratings on Bulgaria. The outlook remains stable.
The Rating Agency expects the Russia-Ukraine military conflict to inflict a shock on the
Bulgarian economy and as a result the real GDP growth for 2022 will slow down to 1.6%
from 4.3% (according to the agency's forecast in November) and the budget deficit will
double to 5% of GDP. S&P points out that Bulgaria's strong external and fiscal balance
sheets will help mitigate this shock, while the steady inflows of EU transfers will support
growth over the medium
term.
The stable outlook reflects the S&P expectation that Bulgaria's economy will not incur
major external or fiscal imbalances. Rather, the shock for the economy resulting from the
military conflict will be temporary and economic growth will pick up from 2023, backed by
EU transfers. S&P expects that this will contain the increase in general government debt,
which will remain low in global comparison11
The international credit rating agency Fitch Ratings has affirmed Bulgaria's long-term
foreign and local currency Issuer Default Ratings (IDR) at "BBB" with a Positive Outlook.
The Positive Outlook reflects the dissipation of macroeconomic risks stemming from the
Covid-19 pandemic and a more resilient economy, as well as continued progress towards
the euro adoption. According to the credit rating agency, short-term downside risks tied
to the pandemic and electoral uncertainty are more than offset by prospects of substantial
funding from the EU and a commitment to macro and fiscal stability.
Bulgaria's ratings are supported by its strong external and fiscal position, the credible
policy framework, underpinned by EU membership and a long-standing currency-board
arrangement. The ratings are constrained by the potential growth due to unfavorable
demographics, which could weigh on government finances over the long term.
Governance indicators and income levels are slightly above the median for peers.
Fitch expects Bulgaria's economic growth to accelerate to 4.7% in 2021, compared to the
estimate for
3% from February. The upward revision reflects better-than-expected 1Q21
GDP and the expected strengthening of domestic demand and exports in the second half
of the year. Bulgaria´s low vaccination rate compared to the EU average raises some
downside pandemic-related risks; however, according to the agency, authorities are
unlikely to put in place more severe containment measures that would significantly affect
economic activity in the country.
Investment is expected to be a key driver of growth over the medium-term, as Bulgaria
will be one of the main beneficiaries of EU transfers in the coming years. The analysts of
Fitch believe that the significant amount of funds under the Recovery and Resilience
Facility (RRF) would support the growth of the economy which is estimated at 3.9% in
2022-23.
The credit rating agency projects the fiscal deficit (on accrual basis) at 5% of GDP in 2021,
versus 5.5% for the BBB median, reflecting mostly the Covid-19 related expenditure. It
expects the deficit to narrow to 2% in 2023, keeping public debt/GDP at below 30% (versus
57% for BBB peers). Fitch considers the plan for euro adoption in 2024 realistic. The
country's banking sector is estimated as liquid and well capitalized.
The main factors that could lead to positive rating action/upgrade are: progress toward
euro area accession and improvement in the economy's growth potential that leads to

11 https://www.minfin.bg/bg/news/11830

faster convergence with income levels of higher rated peers. The factors that could lead
to negative rating action/downgrade are: adverse policy developments that reduce
confidence in economic recovery; a prolonged rise in public debt; the materialization
of
contingent liabilities on the sovereign's balance sheet or weaker growth prospects.12
Unemployment
risk
As a major factor influencing consumers'
purchasing power, rising unemployment would
reduce demand for IoT products. On the other hand, the demand for staff by the business
remains extremely active, so that such a risk appears to be
negligible within the next year.
EU[1], of whom 11.004
Eurostat
estimates that 13.066 million men and women in the
[2], were unemployed in May 2022. Compared with May 2021,
million in the euro area (EA)
unemployment decreased by 2.515 million in the EU and by 2.165 million in the euro
13
area.
The administrative statistics of the Bulgarian Employment Agency report a registered
unemployment rate of 4.5% in May, down 0.1 p.p. from the previous month and down 1.2
p.p. from a year earlier. The registered unemployed at the end of May 2022 totalled
14
147,477 persons, down 2.0% from April 2022 and down 38,570 (-20.7%) year-on-yea.
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

12 https://www.minfin.bg/bg/news/11631

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

explained/index.php?title=Unemployment_statistics#Unemployment_in_the_EU_and_the_euro_area

14 https://www.az.government.bg/bg/stats/view/2/372/

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 'CE' 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 'UL' 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 companies' 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 Group's 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 Issuer's 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 Group's 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 ofsignificant 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 transactions with subsidiaries that fall within the scope of the regular business are excluded for the purposes of the consolidation

Key management

During the reporting period, the members of the Board of Directors received gross remuneration at the total amount of 245 thousand BGN. 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 new members, which were appointed on an extraordinary meeting of shareholders held on April 8, 2022.

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 temporary financing provided to the American subsidiary Allterco Robotics Inc, US.

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
30.06.2022 34228 633 077,350 19,000 17,600 18,500 18,750
31.05.2022 27401 499 185,550 19,750 17,050 19,750 18,000
29.04.2022 51828 1 042 375,500 21,300 18,750 19,000 19,800
31.03.2022 123107 2 105 993,00 19,500 14,000 18,800 19,000
28.02.2022 55488 1 081 219,70 21,400 16,700 20,000 19,000
31.01.2022 103102 2 073 489,00 25,400 17,500 25,200 19,800

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
05.07.2022 The Company has announced to the FSC and to the Public the following
information:
Herewith and within the legally established term we inform you that the
following notice were received at the office of Allterco JSCo:
Notification under Art. 19, para. 1 of Regulation (EU) № 596/2014 of the
European Parliament and of the Council from IMPETUS CAPITAL OOD, in its
capacity as a person closely associated with a person discharging managerial
responsibilities and namely –
Nikolay Angelov Martinov –
member of the Board
of Directors of Allterco JSCo, of a transaction conducted by IMPETUS CAPITAL
OOD and on the own account of this entity as follows: pledge of 162 000 shares
of Allterco JSCo, (ISIN BG1100003166) on 30.06.2022 outside the regulated
market.
The transaction is not linked to the exercise of share option programs.
For further information, please visit allterco.com
13.07.2022 The Company has announced to the FSC and to the Public the following
information:
Herewith Allterco JSCo announces a 37.1%* year-on-year increase in IoT revenue
from sales of devices and related services to BGN 35.9 million (EUR 18.3 million)
in H1 2022, based on preliminary data. While the revenue from sales of Shelly
branded smart home devices increased by 37.5%, amounting to BGN 34.2 million
(EUR 17.5 million), the revenue from sales of MyKi tracking devices increased by
28.3% to pre-pandemic levels of BGN 1.7 million (EUR 0.9 million), as the tracking
devices market post-pandemic.
With these revenues, Allterco JSCo exceeded budget and forecast for both Q2
2022 and H1 2022. Compared to Q1 2022 the growth rate of the Company is
increasing, in line with the management expectations of an annual growth rate
of 43% for 2022.
The Company will officially disclose consolidated financials for H1 2022 within
the statutory deadlines until 29 August 2022.
* Тhe percentage shows only the year-on-year growth of revenue from IoT
business and does not reflect the revenue from value added services in
Asia in
the amount of BGN 2.2 million (EUR 1.1 million) in the first half-year 2021 before
the sale of the Asian telecommunication business
21.07.2022 A starting date for the
payment of dividend, voted on the regular meeting of
shareholders, held at the end of June 2022.
29.07.2022 The Company has announced to the FSC and to the Public the following
information:
Herewith Allterco JSCo announces the signing of a binding term sheet between
Allterco and the four shareholders (one legal entity and three individuals) of
GOAP d.o.o. ("GOAP") on the general terms and conditions for the acquisition of
the Slovenian IoT provider in two stages, as follows:
1st stage: Acquisition of 60 % of the shares in GOAP for the amount of EUR 2
million subject to a conclusion of a Share Purchase Agreement.
2nd stage: The remaining 40% of the shares belonging to the three individual
shareholders of GOAP, shall be subject to conclusions of Call and Put Option
Agreements under which Allterco shall have a call option to acquire and the
sellers have put options to sell the remaining shares. The exercising of the
options shall be at the respective option holder's discretion in one or several
steps and against a price which shall vary in a predefined range depending on
predefined measurable results of GOAP within a predefined period of time. If the
results of GOAP within the predefined period of time do not reach a predefined
threshold, then the sellers shall have no put option rights but Allterco shall retain
call option rights executable against a predefined minimal price. The specific
terms of the options, including the price, are subject to further negotiations
between the parties.
Allterco has the right to settle up to 50% of the total price due to the individual
The tentative closing date for the transaction is 3 months after the signing of the
term sheet. Under certain conditions this term can be extended by up to 3
additional months.
With the acquisition, Allterco intends to expand its technology portfolio and thus
extend its product offering for both customers and professional users
Allterco will officially disclose further information on the progress of the
negotiations in compliance with the statutory requirements.
For further information, please visit allterco.com.
01.08.2022 The Company has announced to the FSC and to the Public
separate report for
the second quarter of 2022

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.

On June 30, 2022 the Company bought back 40 000 of its shares, representing 0,22% of its share capital, though an OTC deal and at a price of 19,5 BGN per share. The treasury shares will be used for the potential acquisition of the Slovenian IoT company GOAP d.o.o. Nova Gorica (GOAP).

After the end of the reporting period, on 29 July, 2022 Allterco and the four shareholders (one legal entity and three individuals) of GOAP d.o.o. ("GOAP") signed a binding term sheet on the general terms and conditions for the acquisition of the Slovenian IoT provider (See item 8 of the Interim Report on the Business Activities).

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.

Date: 15.08.2022

For ALLTERCO JSCo:

Dimitar Dimitrov CEO

DECLARATION

Under Art. 100n(o), para. 4, item 3 of POSA

We, the undersigned,

DIMITAR STOYANOV DIMITROV, in my capacity as Executive Director of ALLTERCO JSCo, UIC: 201047670, registered office and address of management: Sofia, 103 Cherni Vrah Blvd. ("the Issuer") and

SVETOZAR GOSPODINOV ILIEV, in my capacity as Chief Financial Officer of ALLTERCO JSCo and preparer of the quarterly report of the company for the second quarter of 2022 on an consolidated basis under Art. 100n(o), para. 4 of the Public Offering of Securities Act (POSA)

Hereby DECLARE that to the best of our knowledge:

a) the consolidated quarterly financial statements, prepared in accordance with the applicable accounting standards, present truly and fairly the information about the issuer's assets and liabilities, financial standing and profit or loss and of the companies included in the consolidation;

b) the consolidated quarterly report on the activity contains a truthful review of the information under Art. 100n(o), para. 4, item 2 of POSA and namely information about major events in the reporting period, and about their impact on the results in the financial statements, as well as a description of major risks and uncertainties faced by the issuer in the remaining part of the yea, as well as further essential information required by the law;

Declarers:

………………………………..

Dimitar Dimitrov Executive Director

………………………………..

Svetozar Iliev Chief Financial Officer

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