MONBAT AD
Separate Financial Statements
Annual Separate Activity Report
Independent Auditor’s Report
31 December 2022
Table of contents
Page
Separate financial statements
Separate statement of Profit or Loss
1
Separate statement of comprehensive income
2
Separate statement of financial position
3
Separate statement of changes in equity
5
Separate statement of cash flows
6
Notes to the separate financial statements
7-88
Annual separate activity report
i
Corporate governance statement acc. to art. 100n, (8) of POSA
ii
Declaration on the implementation of the remuneration policy
iii
Declaration under Art. 100n, para. 4, item 4 of the Law on Public Offering of
Securities to the Shareholders of Monbat AD
iv
Monbat AD
1
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate Statement of Profit or Loss for the year ended 31
December 2022
Note
2022
2021
BGN ‘000
BGN ‘000
Revenue from contracts with customers
25
327 007
351 010
Other operating income
26
8 094
1 550
Gain on the sale of non-current assets
30
9
24
Expenses for materials
27
(204 965)
(216 514)
Hired services expenses
29
(22 840)
(22 570)
Payroll expenses
18.1
(17 231)
(17 780)
Depreciation and amortization expenses
4, 5, 8
(6 681)
(6 729)
Impairment of non-financial assets
6
(3 106)
(19 484)
Changes in the balance of finished goods and
work in progress
5 487
(1 751)
Costs of goods sold and other current assets
28
(77 870)
(69 865)
Impairment of financial assets
12, 37
(1 730)
(1 487)
Other expenses
31
(1 997)
(2 938)
Operating profit/ (loss)
4 177
(6 534)
Finance costs
32
(6 604)
(5 874)
Finance income
32
2 088
1 572
Income from the sale of investments
485
-
Dividend income
-
8 455
Financial instruments income
34
589
2 324
Other financial items
33
647
532
Profit before tax
1 382
475
Income tax gain/ (expense)
9
(163)
721
Profit for the year
1 219
1 196
BGN
BGN
Earnings per share
35.1
0.03
0.03
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Monbat AD
2
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate statement of comprehensive income for the year
ended 31 December 2022
Notes
2022
2021
BGN
‘000
BGN
‘000
Profit for the year
1 219
1 196
Other comprehensive income
-
-
Total comprehensive income for the year
1 219
1 196
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Monbat AD
3
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate statement of financial position as at 31
December 2022
Assets
Notes
31
December
31 December
2022
2021
BGN ‘000
BGN ‘000
Non-current assets
Intangible assets
4
7 799
5 440
Property, plant and equipment
5
48 619
50 610
Investments in subsidiaries and
associates
6
83 051
109 963
Right-of-use assets
8
2 358
1 123
Deferred tax assets
9
1 914
1 408
Non-current assets
143 741
168 544
Current assets
Short-term related party
receivables
37.1
93 384
88 746
Trade receivables
12
44 725
50 345
Inventories
10
36 043
32 808
Tax receivables
13
4 472
3 376
Prepayments
1 843
785
Short-term financial assets
11
149
1 897
Income tax receivables
230
-
Other receivables
14
2 211
2 111
Cash and cash equivalents
15
2 527
4 237
Current assets
185 584
184 305
Non-current assets held for sale
7
38 867
-
Total assets
368 192
352 849
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Monbat AD
4
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate statement of financial position as at 31
December 2022 (continued)
31
December
31
December
Equity and liabilities
Notes
2022
2021
BGN ‘000
BGN
‘000
Equity
Share capital
16.1
38 973
39 000
Share premium
16.2
28 498
28 611
General reserves
16.3
63 866
63 866
Retained earnings
27 235
31 516
Total equity
158 572
162 993
Liabilities
Non-current liabilities
Convertible bond
21
42 265
51 458
Long-term borrowings
19
12 614
13 205
Fair value of conversion option
21
5 280
5 867
Long-term lease liabilities
8
1 524
385
Long-term government grants
20
295
465
Warranty provisions
17
185
300
Non-current liabilities
62 163
71 680
Current liabilities
Short-term borrowings
19
71 136
68 589
Short-term related party
payables
37.2
39 750
27 858
Trade payables
22
11 282
14 151
Convertible Bond
21
10 959
-
Contract liabilities
24.1
3 729
1 619
Personnel payables
18.2
1 781
2 239
Warranty provisions
17
301
997
Corporate income tax payable
9
-
757
Short-term lease liabilities
8
854
636
Deferred revenue
248
134
Tax liabilities
23
73
126
Short-term government grants
20
204
188
Derivatives
24.3
364
-
Other liabilities
24.2
6 776
882
Current liabilities
147 457
118 176
Total liabilities
209 620
189 856
Total equity and liabilities
368 192
352 849
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Monbat AD
5
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate statement of changes in equity for the year ended 31 December 2022
All amounts are
presented in BGN ‘000
Balance on 1
st
January 2022
Share capital
Share
premium
General
reserves
Retained earnings
Total equity
39 000
28 611
63 866
31 516
162 993
Dividends
-
-
-
(5 500)
(5 500)
Repurchased own shares
(27)
(113)
-
-
(140)
Transactions with owners
(27)
(113)
-
(5 500)
(5 640)
Profit for the year
-
-
-
1 219
1 219
Total comprehensive income for the year
-
-
-
1 219
1 219
Balance on 31
st
December 2022
38 973
28 498
63 866
27 235
158 572
All amounts are presented in BGN ‘000
Share capital
Share
premium
General
reserves
Retained earnings
Total equity
Balance on 1st
January 2021
39 000
28 611
63 866
37 320
168 797
Dividends
-
-
-
(7 000)
(7 000)
Transactions with owners
-
-
-
(7 000)
(7 000)
Profit for the year
-
-
-
1 196
1 196
Total comprehensive income for the year
-
-
-
1 196
1 196
Balance on 31st
December 2021
39 000
28 611
63 866
31 516
162 993
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Monbat AD
6
Separate financial statements
31 December 2022
The notes on pages 7 to 88 are an integral part of these financial statements.
Separate statements of cash flows for the year ended
31 December 2022
Prepared on 30
th
March 2023 by: Belnikolov
and partners OOD –
Petya Belnikolova
Procurator: Petar Petrov
Auditor’s report issued:
Grant Thornton OOD, audit firm, registration No 032
Mariy Apostolov, Managing Partner
Silvia Dinova, Registered Auditor responsible for the audit
Notes
2022
2021
BGN
‘000
BGN
‘000
Operating activities
Cash receipts from customers
335 476
320 952
Cash paid to suppliers
(323 178)
(315 151)
Cash paid to employees and social security institutions
(16 546)
(16 603)
Payments related to employees’ personal income tax
(1 037)
(1 363)
Proceeds from tax refunds, net
30 024
29 700
Paid corporate income tax
(1 657)
(1 202)
Other cash payments for operating activities
(1 111)
(1 228)
Net cash flow from operating activities
21 971
15 105
Investment activities
Purchase of property, plant and equipment
(3 945)
(3 361)
Purchase of intangible assets
(2 641)
(506)
Acquisition and increase in the share capital of subsidiaries
(14 954)
(8 607)
Acquisition of associates
-
(8 019)
Acquisitions of shares in other entities
-
(1 471)
Proceeds from sale of shares in other entities
34
1 956
-
Loans granted
(3 831)
(6 669)
Proceeds from loan repayments
3 775
10 371
Interest received
238
911
Advances received for the sale of subsidiary
24.2
5 526
-
Net cash flow from investment activities
(13 876)
(17 351)
Financing activities
Proceeds from borrowings
39
171 826
128 455
Repayments of borrowings
39
(170 962)
(128 115)
Repurchased own shares
(140)
-
Payment of principal of lease liabilities
8
(901)
(657)
Interest paid
(3 763)
(3 532)
Dividend payment
35.2
(5 434)
(6 990)
Other cash flow from financing activities
(728)
(436)
Net cash flow from financing activities
(10 102)
(11 275)
Net change in cash and cash equivalents
(2 007)
(13 521)
Cash and cash equivalents, beginning of the year
4 237
17 456
Foreign exchange profit on cash and cash equivalents
297
302
Cash and cash equivalents, end of the year
15
2 527
4 237
Monbat AD
Separate financial statements
31 December 2022
7
N
otes to the separate financial statements
1.
Corporate information
The main
activities of Monbat AD (“The Company”) include manufacturing, maintenance
and sale of batteries; engineering and development activity; production and trade of
equipment used in battery manufacturing; domestic and foreign trade and establishment
of commercial networks; specialized stores and representative offices.
The Company is registered as a joint-stock company in c.c. 4636/1999 in SCC, with
UIC: 111028849 in the Bulgarian Trade Register.
The Company’s headquarters and registered address is: 32A Cherni Vrah bld., Sofia. The
correspondence address is: 32A Cherni Vrah bld., Sofia.
The Company was registered at the Bulgarian stock exchange on 22.12.2006.
The company is managed through a one-tier management system, consisting of Board of
Directors.
As at
31.12.2022, the composition
of the Board
of Directors of the Company is the
following:
1. Chavdar Donchev Danev –
Chairman
2. Viktor Stanimirov Spiriev
–
Executive Member
3. Petar Nikolov Bozadzhiev
4. Petar Hristov Petrov
5. Evelina Slavcheva
6. Florian Huth
7. Kyle Anderson
The number of employees as at 31.12.2022 is 428 people.
As at 31.12.2022, the Company is being represented separately by Viktor Stanimirov
Spiriev and Petar Hristov Petrov.
The ultimate parent of the Company is Prista Oil Group B.V. Atanas Bobokov and Plamen
Bobokov are the individuals exercising joint control over Prista Oil Group B.V.
The management of the Company includes its Board of Directors and its procurators.
The principal place of the
Company’s
activity is the town of Montana, 76 Industrialna str.
2.
Basis for the preparation of the financial statements
The separate financial statements have been prepared on a historical cost basis, except
for derivative financial instruments that are measured at fair value.
The separate financial statements of the Company (“the financial statements”) have been
prepared in accordance with International Financial Reporting Standards (as adopted by
the European Union (IFRS as adopted by the EU). Reporting framework "IFRS as adopted
by the EU" is essentially the defined national basis of accounting "IAS, as adopted by the
EU", specified in the Bulgarian Accountancy Act and defined in paragraph 8 of its Additional
provisions.
The separate financial statements are presented in Bulgarian leva (BGN), which is also the
functional currency of the Company. All amounts are presented in thousand Bulgarian leva
(T
BGN ‘000) (including comparative information for 20
21) unless otherwise stated.
Monbat AD
Separate financial statements
31 December 2022
8
In addition, when there is a retrospective restatement or reclassification of items in the
financial statements, the Company presents an additional statement of financial position
at the beginning of the earliest presented period.
These
are
the
separate
financial
statements
of
Monbat
AD,
where
investments
in
subsidiaries are presented at acquisition cost. In accordance with the requirements of IFRS
10 Consolidated Financial Statements and the Accountancy Act, Monbat AD prepares and
presents consolidated financial statements. The consolidated financial statements for the
year ended 31 December 2022 are in process of being prepared.
The conflict between Russian and Ukraine
On February 24
th
, 2022, Russia has invaded Ukraine and the conflict quickly escalated as
the biggest war initiative since World War II. The conflict had a serious impact on the
international economy, mainly the fuel prices, the volatility of the world markets and
currency exchange rates. The EU and other countries outside of EU has issued sanctions
and
restricted
their
trade
partnerships
with
Russian
and
Belarusian
individuals
and
companies.
Monbat AD does not own or control investments, subsidiaries or other assets in Russia,
Belarus
or
Ukraine,
but
the
Company
has
customers
based
in
these
countries.
To address the aforementioned war crisis and to limit its negative impact on 2022 results,
the Company has undertaken the following measures:
Risk assessment
•
In
2021
there
was
increased
demand
for
car
batteries,
mainly
due
to
the
interrupted
supply
chains
during
the
early
stages
of
the
Covid-19
pandemic.
Compared to the record year of 2021, 2022 saw a reduced demand for batteries
(also reflected as a reduction in revenue from contracts with customers), mainly
due to unfavourable economic conditions, especially in Europe, as a result of the
military
conflict
between
Ukraine
and
Russia,
and
related
inflationary
trends,
including prices of all energy resources and market volatility and unfavourable
weather conditions in Europe, where the majority of the Company’s customers are
located (milder winter).
•
The sales to Russian clients represent 2.6% of the total sales of the Company for
2022. Sales to Ukrainian customers are 2.5% of total sales (2021: Russia
–
6.2%,
Ukraine and Belarus –
around 1%).
•
With regards to
the supply chain, the Company is not directly dependent on
Russian, Ukrainian or Belarusian suppliers and has not experienced difficulties or
interruptions in the supply from Russian or Ukrainian counterparties, that have led
to interruptions in the production process.
•
Due to the worldwide inflation and the market volatility, the average price of lead
on the London Metal Exchange was 2 049 EUR/MT (2021: 1 866 EUR/MT). Monbat
AD addresses the volatility and dependence of the price lead price by applying
standard indexation of the selling prices of its products to all counterparties.
•
The Company’s main customers have not experienced financial difficulties directly
related to the pandemic or the military conflict in Ukraine. The collectability of
trade receivables at 31 December 2022 has been assessed as good.
•
In
order
to
ensure
the
collectability
of
its
receivables
from
Ukrainian
counterparties,
for
which
trade
receivables
insurance
is
not
available,
the
Company adopted a policy of 100% pre-shipment advances on all export sales to
Ukraine, following the start of the war conflict. Although there have been no
significant delays in the collection of trade receivables at the end of 2022 and
2021, the activities of several specific customers in Russia and Ukraine, where
Monbat AD
Separate financial statements
31 December 2022
9
delays in collections were already evident in prior periods, have been further
complicated by the military conflict. In this regard, the Company has recorded
impairment charges related to trade receivables from these customers amounting
to TEUR 260 (2021: TEUR 567). As at 31 December 2022 the Company has trade
receivables from Ukrainian and Russian customers (net of impairment) amounting
to TBGN 10,975 and liabilities, related to advances received, amounting to TBGN
2,081.
The Company analyzes on an ongoing basis all possible impacts of changing micro- and
macroeconomic
conditions
on
the
Company's
future
financial
position
and
results
of
operations. Inflationary processes, expressed in increased costs of direct materials, energy
and labour per unit of production, have a significant impact on the Company's operations.
The
Company
has
been
able
to
limit
the
effect
of
these
negative
impacts
of
the
macroeconomic environment by refining its customer and product mix (with a focus on
higher-margin products and markets) and, where necessary, applying an indexation of
selling prices to its customers.
Application of the going concern principle
The separate financial statements are prepared under the going concern principle and
taking into account the possible long-term effects of the continuing effects of the Covid-
19 coronavirus pandemic and the military conflict in Ukraine. It is likely that there will be
future impacts on the Company's activities related to the business model, supply chain,
legal and contractual relationships, employees, consumers and working capital as a result
of these worldwide events.
Under these circumstances, based on available information about the foreseeable future,
the Company's management has conducted a comprehensive analysis of the entity's ability
to
continue
its
activities
as
a
going
concern.
The
analysis
includes
an
assessment,
supported by the Company’s practical historical experience with dealing with financial
institutions, as well as by the entity’s ongoing negotiations and agreements with its loan
lenders (banks). As a results of the latter, it is expected, that the maturity of all short-
term loans (Note 19) will be renegotiated by a minimum of 12 months from their due date,
or they will be refinanced with a borrowed resource at maturity of at least 12 months.
In
these
circumstances,
the
Company's
management
expects
that
the
Company
has
sufficient financial resources to continue its operations in the near future and continues to
apply the going concern principle in preparing the separate financial statements.
2.1
New and amended standards and interpretations
The Company has adopted the following new standards, amendments and interpretations
to IFRS issued by the International Accounting Standards Board and endorsed by EU,
which are relevant to and effective for the Company's financial statements for the annual
period beginning 1 January 2022
but do not have a significant impact on the Company’s
financial performance or position:
•
Amendments IFRS 3 Business Combinations, IAS 16 Property, Plant and Equipment
IAS 37 Provisions, Contingent Liabilities and Contingent Assets effective from 1
January 2022 adopted by the EU.
•
Annual Improvements 2018-2020 effective from 1 January 2022 adopted by the
EU.
Monbat AD
Separate financial statements
31 December 2022
10
2.2
Standards, amendments and interpretations to existing standards that
are not yet effective and have not been adopted early by the Company
At
the
date
of
authorization
of
these
financial
statements,
certain
new
standards,
amendments and interpretations to existing standards have been issued, but are not
effective or adopted by the EU for the financial year beginning on 1 January 2022 and
have not been applied early by the Company. They are not expected to have a material
impact on the Company’s financial statements. Management anticipates that all relevant
pronouncements will be adopted in the Company’s accounting policies for the first period
beginning after the effective date of the pronouncement
The changes refer to the following standards:
•
IFRS 17 “Insurance Contracts” effective from 1 January 2023, adopted by the EU;
•
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice
Statement 2: Disclosure of Accounting policies effective from 1 January 2023,
adopted by the EU;
•
Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and
Errors: Definition of Accounting Estimates effective from 1 January 2023, adopted
by the EU;
•
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction effective from 1 January 2023
adopted by the EU;
•
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and
IFRS 9 –
Comparative Information effective from 1 January 2023 adopted by the
EU;
•
Amendments to IAS 1 Presentation of Financial Statements: Classification of
Liabilities as Current or Non-current effective from not earlier than 1 January
2024 not yet adopted by the EU;
•
Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback effective
not earlier than 1 January 2024 not yet adopted by the EU;
•
IFRS 14 “Regulatory deferral accounts” effective from 1 January 2016, not
adopted by the EU.
3.
Significant accounting policies
3.1.
General
The most significant accounting policies that have been used in the preparation of these
financial statements are summarized below.
The separate financial statements have been prepared using the measurement bases
specified by IFRS for each type of asset, liability, income and expense. The measurement
bases
are
fully
described
in
the
accounting
policies
below
to
the
separate
financial
statement.
It should be noted that accounting estimates and assumptions are used for the preparation
of the separate financial statements. Although these estimates are based on information,
provided to management at the date of preparation of the separate financial statements,
actual results may ultimately differ from those estimates.
Monbat AD
Separate financial statements
31 December 2022
11
3.2.
Presentation of financial statements
The separate
financial statements are presented in accordance with IAS 1 “Presentation of
Financial Statements”. The Company has elected to present the separate statement of
comprehensive income in two statements: a separate statement of profit or loss and a
separate statement of comprehensive income.
Two comparative periods are presented in the separate statement of financial position
when the Company applies an accounting policy retrospectively, makes a retrospective
restatement of items in the financial statements
or reclassifies items in the financial
statements and this has a material effect on the information in the separate statement of
financial position at the beginning of the previous period.
3.3.
Investments in subsidiaries
Subsidiaries are entities under the control of the Company. An investor, regardless of the
nature of its participation in an entity (in the investee), defines whether it is a parent
company, by assessing whether it controls the investee.
An investor controls the investee when it is exposed to or has rights to variable returns
from its involvement with the investee and has the ability to affect that returns through
its power over the investee.
Therefore, an investor controls an entity (the investee) if and only if the investor has all
of the following:
a) power over an investee
b) exposure, or rights, to variable returns from its involvement with the investee
c)
ability to use its power over the investee to affect the amount of the investor’s returns
The Company recognizes a dividend from a subsidiary in profit or loss in its separate
financial statements when the right to receive the dividend has been established.
In the Company's separate financial statements, investments in subsidiaries are measured
at cost less impairment losses (in accordance with IAS 27, paragraph 10 (a)). Investments
in
subsidiaries
are derecognized
and
the net
result
(proceeds
from
disposal
less the
carrying amount of the investment) is recognized in profit or loss for the period in which
the Company loses control of the company in which it has invested.
A review for impairment of investments in subsidiaries is performed in accordance with
IAS 36 Impairment of assets.
3.4.
Investments in associates
Associates are those entities over which the Company is able to exert significant influence,
but
which
are
neither
subsidiaries
nor
interests
in
a
joint
venture.
Investments
in
associates are initially recognized and subsequently measured at acquisition cost or in
accordance with IFRS 9 or using the equity method as described in IAS 28.
The Company recognizes a dividend from a jointly controlled entity or associate in profit
or
loss in
its
separate
financial
statements
when
its
right
to
receive the dividend
is
established.
All subsequent changes in the investment share of the entity in the share capital of the
associated entity are recognized in the carrying amount of the investment.
Monbat AD
Separate financial statements
31 December 2022
12
In the cases when the share of the Company in the realized losses of the associated entity
exceed the size of its exposure in this entity, including the unprovided for receivables, the
Company shall not recognize its share in the subsequent losses of the associated entity,
unless the Company is not legally or factually liable or unless it has made payments on
behalf of the associated entity. In case, the latter generates profits in subsequent periods,
the Company shall recognize its share as much as the share of the profit exceeds the share
of the losses, which were not recognized previously.
3.5.
Foreign currency transactions
Foreign currency transactions are translated into the functional currency of the Company
using the exchange rates prevailing at the dates of the transactions (spot exchange rate
as published by the Bulgarian National Bank). Foreign exchange gains and losses resulting
from the settlement of such transactions and from the re-measurement of monetary items
at year-end exchange rates are recognized in profit or loss.
Non-monetary items measured at historical cost are translated using the exchange rates
at the date of the transaction (not retranslated). Non-monetary items measured at fair
value in foreign currency are translated using the exchange rates at the date when fair
value was determined.
3.6.
Revenue
The activity of the Company constitutes sale of goods, materials and services.
To determine whether to recognize revenue, the Company follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognize revenue when/ as performance obligation(s) are satisfied.
Revenue is recognized either at a point in time or over time, when (or as) the Company
satisfies performance obligations by transferring the promised goods or services to its
customers.
Revenue from contracts with customers is recognized when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the
Company expects to be entitled in exchange for those goods or services. The Company
has generally concluded that it is the principal in its revenue arrangements, because it
typically controls the goods or services before transferring them to the customer, except
for certain re-sale of raw materials and recharges of services to related parties for which
the Company has concluded that it is acting as an agent as described in Note 3.22.5.
Revenue from sale of products, materials and services is described in Note 25.
Disclosures about significant accounting estimates, judgements and assumptions related
to revenue from contracts with customers are provided in Note 3.22.
Sale of finished goods
Revenue from sale of finished goods is recognized at the point in time when control of the
asset is transferred to the customer, generally on delivery of the finished product. The
normal credit term is between 30 to 90 days after delivery.
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Separate financial statements
31 December 2022
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The Company considers whether there are other promises in the contract that are separate
performance obligations to which a portion of the transaction price needs to be allocated.
In determining the transaction price for the sale of finished goods, the Company considers
the effects of variable consideration, existence of a significant financing component and
consideration payable to the customer (if any).
If the consideration in a contract includes a variable amount, the Company estimates the
amount of consideration to which it will be entitled in exchange for transferring the goods
to
the
customer.
The
variable
consideration
is
estimated
at
contract
inception
and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the
variable consideration is subsequently resolved. Some contracts for the sale of finished
goods provide customers with volume rebates and a right to return the finished goods.
The rights of return and volume rebates give rise to variable consideration.
Volume rebates
The
Company
provides
retrospective
volume
rebates
to
certain
customers
once
the
quantity of products purchased during the period exceeds the threshold specified in the
contract. Rebates are offset against the amounts payable by the customer. To estimate
the variable consideration for the expected future rebates, the Company applies the most
likely amount method for contracts with a single volume threshold and the expected value
method for contracts with more than one volume threshold. The selected method that best
predicts the amount of variable consideration is primarily driven by the number of volume
thresholds contained in the contract. The Company then applies the requirements on
constraining estimates of variable consideration and recognizes a refund liability for the
expected future rebates.
Return rights
Some contracts give the customer the right to return the goods within a certain period.
The Company uses the expected value method to approximately determine the goods that
will not be returned, as this method provides the best estimate of the amount of variable
consideration that the Company will be entitled to receive. The requirements of IFRS 15
concerning the limitation of estimates of variable remuneration apply in order to determine
the amount of variable consideration that can be included in the transaction price. For
goods that are expected to be returned, the Company recognizes an obligation to recover
rather than income. A right-to-return asset (and the corresponding adjustment in the cost
of sales) is also recognized with regard to the right to receive back the products from the
customer.
Sale of materials
Revenue from sale of materials is recognized at a certain point in time when control of the
asset is transferred to the customer, which is usually the case for the delivery of the
materials. The normal credit term is 30 to 60 days after delivery.
The Company assesses whether there are other promises in the contract that are separate
performance obligations to which a portion of the transaction price needs to be allocated.
Rendering of services
The services provided by the Company mainly include transportation for the delivery of
goods. The Company recognizes the services as a single performance obligation and
recognizes
revenue
from
them
over
time
as
the
client
simultaneously
receives
and
Monbat AD
Separate financial statements
31 December 2022
14
consumes the benefits provided by the Company. The Company uses the input method
based on the cost incurred, relative to the total amount of input expected to satisfy the
performance
obligation,
in
order
to
assess
the
progress
of
the
satisfaction
of
the
performance obligation.
Contract balances
Trade receivables
Receivable
represents
the
Company’s
right
to
an
amount
of
consideration
that’s
unconditional
(i.e.,
only
the
passage
of
time
is
required
before
payment
of
the
consideration due). Please refer to the accounting policies of financial assets set out in
Note 3.13.
Contract assets
A
contract
asset
is
the
right
to
consideration
in
exchange
for the
goods
or
services
transferred to the customer. If the Company performs by transferring of the goods or
services to a customer before the client pays the consideration or before payment is due,
a contract asset is recognized for the earned consideration which is conditional.
Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer, for which
the Company has received consideration (or an amount of consideration is due) from the
customer.
If
a
customer
pays
consideration
before
the
Company
transfers
goods
or
services to the customer, a contract liability is recognized when the payment is made or
the payment is due (whichever is earlier). Contract liabilities are recognized as revenue
when the Company performs under the contract.
Right of return assets
Right-of-
return asset represents the Company’s right to recover the goods expected to be
returned by customers. The asset is measured at the former carrying amount of the
inventory, less any expected costs to recover the goods and any potential decreases in
the value of the returned goods. The Company updates the measurement of the asset
recorded to its expected level of returns as well as any additional decreases in the value
of the returned goods.
Refund liabilities
A refund liability is the obligation to refund some or all of the consideration received (or
receivable) from the customer and is measured at the amount the Company ultimately
expects it will have to return to the customer. The Company updates its estimates of
refund liabilities (and the corresponding change in the transaction price) at the end of each
reporting period. Please refer to the variable consideration accounting policy described
above.
Practical expedients
The Company has elected to apply the following practical expedients:
•
Not to consider significant financial components where the time difference between
receiving a consideration and transferring control of the products (or services) to a
customer is less than or equal to one year; and
Monbat AD
Separate financial statements
31 December 2022
15
•
Recognition in the statement of profit or loss of additional costs for contracting
when the depreciation period of an asset otherwise recognized would be less than
or equal to one year.
Finance income
Interest income is recognized on an ongoing basis using the effective interest rate method.
Dividend income is recognized when the right to receive payment arises.
3.7.
Operating expenses
Operating expenses are recognized in profit or loss upon utilization of the service or at the
date of their origin. Guarantees costs are recognized and charged against the respective
provision when the related revenue is recognized.
3.8.
Interest expenses and borrowing costs
Interest expenses are reported on an accrual basis using the effective interest method.
Borrowing costs primarily comprise interest on the Company's borrowings. Borrowing costs
directly attributable to the acquisition, construction or production of a qualifying asset are
capitalized during the period of time that is necessary to complete and prepare the asset
for its intended use or sale.
Other borrowing costs are expensed in the period in which
they are incurred and reported in line item 'Finance costs'.
3.9.
Intangible assets
Intangible assets include software licenses, trademarks and other intangible assets. They
are accounted for using the cost model. The cost comprises its purchase price, including
any
import
duties
and
non-refundable
purchase
taxes,
and
any
directly
attributable
expenditure on preparing the asset for its intended use, whereby capitalized costs are
amortized on a straight-line basis over their estimated useful lives, as these assets are
considered finite. If an intangible asset is acquired in a business combination, the cost of
that intangible asset is based on its fair value at the date of acquisition.
Subsequent measurement is carried at cost less accumulated depreciation and impairment
losses. Allowance for impairment is recorded as an expense and are recognized in the
statement of profit or loss for the period.
Subsequent expenditure on an intangible asset after its purchase or its completion is
expensed as incurred unless it is probable that this expenditure will enable the asset to
generate
future
economic
benefits
in
excess
of
its
originally
assessed
standard
of
performance and this expenditure can be measured reliably and attributed to the asset. If
these two conditions are met, the subsequent expenditure is added to the carrying amount
of the intangible asset.
Residual
values
and
useful
lives
of
the
other
intangible
assets
are
defined
by
the
management at each reporting date.
Amortization is calculated using the straight-line method over the estimated useful life of
individual assets as follows:
•
Software
2 years
•
Licenses and prototypes
Indefinite useful life
•
Other
7 years
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Separate financial statements
31 December 2022
16
Amortization expenses are included in the statement of profit or loss under the line item
“
Depreciation and Amortization expenses
”.
The gain
or loss arising on the disposal
of an intangible asset is determined
as the
difference between the proceeds and the carrying amount of the asset and is included in
the statement of profit or loss under the line
“Gain
/Loss on the sale of non-curren
t assets”.
The recognition threshold adopted by the Company for intangible assets amounts to BGN
700.
3.10.
Property, plant and equipment
Items of property, plant and equipment are initially measured at cost, which comprises its
purchase price and any directly attributable costs of bringing the asset to working condition
for its intended use.
Subsequent
measurement
of
property,
plant
and
equipment
except
assets
under
construction are measured
at price of acquisition, less accumulated
depreciation and
impairment.
Subsequent expenditure relating to an item of property, plant and equipment is added to
the carrying amount of the asset when it is probable that this expenditure will enable the
asset to generate future economic benefits in excess of its originally assessed standard of
performance. All other subsequent expenditure is recognized as incurred.
The residual value estimates and useful life of property, plant and equipment are measured
by management as of each reporting date.
Property, plant and equipment acquired under the finance leases contracts conditions are
depreciated on the basis of the expected useful life, determined by comparison with similar
own assets of the Company, or on the basis of the lease agreement, if its term is shorter.
Depreciation is calculated using the straight-line method over the estimated useful life of
individual assets as follow:
•
Buildings
25 years
•
Machines
10 years
•
Vehicles
7 years
•
Fixtures
7 years
•
Computers
2 years
•
Other
3 years
Depreciation
expense
has
been
included
in
the
statement
of
profit
or
loss
within
'Depreciation and amortization expenses'.
Gains or losses arising on the disposal of property, plant and equipment are determined
as the difference between the disposal proceeds and the carrying amount of the assets
and are recognized in the statement of profit or loss within 'Gain on the sale of non-current
assets'.
The Company has adopted a threshold of BGN 700 for recognition of property, plant and
equipment.
3.11.
Accounting for leases
The Company assesses at contract inception whether a contract is, or contains, a lease.
That is, if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration.
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Separate financial statements
31 December 2022
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Company as a lessee
The
Company
applies
a
single
recognition
and
measurement
approach
for
all
lease
contracts, except for short-term leases (i.e., leases with a lease term of up to 12 months)
and leases of low-value assets. The Company recognizes leases liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Company recognizes right-of-use assets at the commencement date of the lease (i.e.,
the date the underlying asset is available for use). Right-of-use assets are measured at
cost, less any accumulated depreciation and impairment losses, and adjusted for
any
remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities recognized, initial
direct costs incurred, and lease payments made at or before the commencement date, an
estimate of costs to be incurred by the lessee in dismantling and removing the underlying
asset, restoring the site on which it is located or restoring the underlying asset to the
condition required by the terms and conditions of the lease, less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of
the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or
the cost reflects the exercise of a purchase option, depreciation is calculated using the
estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Please refer to the accounting
policies in Note 3.12 Financial instruments.
Lease liabilities
At the commencement date of the lease, the Company recognizes lease liabilities contracts
measured at the present value of lease payments to be made over the lease term. The
lease payments include fixed payments (including in- substance fixed payments) less any
lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees. The lease payments
also include the exercise price of a purchase option reasonably certain to be exercised by
the company and payments of penalties for terminating the lease, if the lease term reflects
the Company exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognized as
expenses (unless they are incurred to produce inventories) in the period in which the event
or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental
borrowing rate at the lease commencement date because the interest rate implicit in the
lease is not readily determinable. After the commencement date, the amount of lease
liabilities
is
increased
to
reflect
the
accretion
of
interest
and
reduced
for
the
lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine
such
lease
payments)
or
a
change
in
the
assessment
of
an
option
to
purchase
the
underlying asset.
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Separate financial statements
31 December 2022
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Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases
of machinery and equipment (i.e., those leases that have a lease term of 12 months or
less from the commencement date and do not contain a purchase option). It also applies
the lease of low-value assets recognition exemption to rent of office equipment that are
considered to be low value. Lease payments on short-term leases and leases of low- value
assets are recognized as expense on a straight-line basis over the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards
incidental to ownership of an asset are classified as operating leases. Rental income arising
is accounted for on a straight-line basis over the lease terms and is included in revenue in
the statement of profit or loss due to its operating nature. Initial direct costs incurred in
negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognized over the lease term on the same basis as rental income.
Contingent rents are recognized as revenue in the period in which they are earned.
3.12.
Impairment testing of investments in subsidiaries, intangible assets and
property, plant and equipment
For the purpose of assessing impairment, assets are grouped at the lowest levels for which
there are largely independent cash inflows (cash-generating units). As a result, some
assets are tested individually for impairment and some are tested at cash-generating unit
level.
All assets and cash-generating units are tested for impairment at least once annually. All
other
individual
assets
or
cash-generating
units
are
tested
for
impairment
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
amount
may
not
be
recoverable.
An impairment loss is recognized for the amount by which the asset's or cash-generating
unit's carrying amount exceeds its recoverable amount, which is the higher of fair value
less costs to sell and value-in-use. To determine the value-in-use, management estimates
expected future cash flows from each cash-generating unit and determines a suitable
discount rate in order to calculate the present value of those cash flows.
The data
used
in
impairment
testing
is based
on
the
latest
approved
budget
of the
Company, adjusted as necessary to eliminate the effect of future reorganizations and
significant improvements in assets. Discount factors are determined individually for each
cash-generating unit and reflect their respective risk profiles as assessed by management.
Impairment losses for cash-generating units reduce the carrying amount of the assets
allocated to that cash-generating unit. For all of the Company's assets, management
subsequently assesses whether there is any indication that an impairment loss recognized
in prior years may no longer exist or be reduced. An impairment charge is reversed if the
cash-
generating unit’s recoverable amount exceeds its carrying amount.
3.13.
Financial instruments
Financial assets and financial liabilities are recognized
in the Company’s statement of
financial position when the Company becomes a party to the contractual provisions of the
instrument.
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Separate financial statements
31 December 2022
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A financial asset is derecognized when control is lost over contractual rights that compound
the financial asset, i.e., when rights for receiving cash flows are expired or significant part
of risks and rewards from the ownership is transferred.
A financial liability is derecognized upon its settlement, repayment, cancellation of the
transaction or expiration.
Financial assets and financial liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through
profit or loss) are added to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognized immediately in profit or loss.
All financial assets are recognized on their transaction date.
Modification of contractual cash flows
When the agreed cash flows of a financial instrument are renegotiated or modified and the
renegotiation
or
modification
does
not
lead
to
the
derecognition
of
this
financial
instrument,
the
Company
recalculates
the
gross
carrying
amount
of
the
financial
instrument and recognizes profit or loss on the modification of the profit or loss. The gross
carrying amount of the financial instrument is recalculated as a present value of the
renegotiated or modified contractual cash flows, which are discounted with the initial
effective interest rate of the financial instrument.
Changes in the base on which the agreed contractual cash flows are defined as a result of
a reform in the base interest rate
The base on which the contractual cash flows of a financial asset/liability are defined can
change:
•
With a change in the agreed terms defined at the initial recognition of the financial
instrument
(for
instance
the
agreed
terms
change
in
order
to
change
the
corresponding base interest rate with an alternative base interest rate);
•
According to a method that has not been considered initially
or has not been
foreseen in the agreed terms at the initial recognition of the financial instrument
without changing the agreed terms (for instance the method for calculating the
base interest rate is changed, without changing the contractual terms); and/or
•
Due to the entering into force of an existing contractual term (for instance entering
into force the existing reserve clause).
In these cases of a reform of the base interest rate, the entity does not recognize profit or
loss. Instead, it recalculates the cash flows applying a revised effective interest rate.
The financial assets and financial liabilities are valued as shown below.
3.13.1
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on
a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the
marketplace.
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Separate financial statements
31 December 2022
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All
recognized
financial
assets
are
measured
subsequently
in
their
entirety
at
either
amortized cost or fair value, depending on the classification of the financial assets.
Debt
instruments
that
meet
the
following
conditions
are
measured
subsequently
at
amortized cost:
•
The financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and
•
The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair
value through other comprehensive income (FVTOCI):
•
The financial asset is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling the financial assets; and
•
The contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit
or loss (FVTPL).
Despite
the
foregoing,
the
Company
may
make
the
following
irrevocable
election/
designation at initial recognition of a financial asset:
•
The Company may irrevocably elect to present subsequent changes in fair value of
an equity investment in other comprehensive income if certain criteria are met; and
•
The Company may irrevocably designate a debt investment that meets the
amortized cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch.
The amortized cost of a financial asset is the amount at which the financial asset is
measured
at
initial
recognition
minus
the
principal
repayments,
plus
the
cumulative
amortization using the effective interest method of any difference between that initial
amount and the maturity amount, adjusted for any loss allowance. The gross carrying
amount of a financial asset is the amortized cost of a financial asset before adjusting for
any loss allowance.
All income and expenses relating to financial assets are recognized in profit or loss when
acquired
regardless
how
the
financial
assets’
carrying
amount
is
measured
and
are
presented within 'Finance costs', 'Finance income' or 'Other financial items', except for
impairment of trade receivables which is presented within 'Other expenses'.
Classification of financial assets
Loans and receivables
Loans
and
receivables
are
non-derivative
financial
assets
with
fixed
or
determinable
payments that are not quoted in an active market. After initial recognition these are
measured
at
amortized
cost
using
the
effective
interest
method,
less
provision
for
impairment. The Company’s cash and cash equivalents, trade and most other receivables
fall into this category of financial instruments. Discounting is omitted where the effect of
discounting is immaterial.
The Company recognizes a loss allowance for expected credit losses on investments in
debt instruments that are measured at amortized cost or at FVTOCI, lease receivables,
trade receivables and contract assets, as well as on financial guarantee contracts. The
Monbat AD
Separate financial statements
31 December 2022
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amount of expected credit losses is updated at each reporting date to reflect changes in
credit risk since initial recognition of the respective financial instrument.
The Company always recognizes lifetime expected credit loss (ECL) for trade receivables,
contract assets and lease receivables. The expected credit losses on these financial assets
are estimated using a provision matrix based on the Company’s historical credit loss
experience,
adjusted
for
factors
that
are
specific
to
the
debtors,
general
economic
conditions and an assessment of both the current as well as the forecast direction of
conditions at the reporting date, including time value of money where appropriate. Lifetime
ECL for individually significant receivables is based on factors that are specific for the
debtors.
For all other financial instruments, the Company recognizes lifetime ECL when there has
been a significant increase in credit risk since initial recognition. However, if the credit risk
on the financial instrument has not increased significantly since initial recognition, the
Company measures the loss allowance for that financial instrument at an amount equal to
12-month ECL.
Lifetime ECL represents the expected credit losses that will result from all possible default
events
over
the
expected
life
of
a
financial
instrument.
In
contrast,
12-month
ECL
represents the portion of lifetime ECL that is expected to result from default events on a
financial
instrument
that
are
possible
within
12
months
after
the
reporting
date.
Impairment losses of trade receivables are presented within 'Other expenses'.
3.13.2
Financial liabilities
The
Company's
financial
liabilities
include
bank
loans
and
borrowings
including
bank
overdrafts, trade and other payables and finance lease liabilities and convertible bond
obligations.
Financial liabilities are recognized when the Company becomes a party to the contractual
agreements for payment of cash amounts or another financial asset to another company
or contractual liability for exchange of financial instruments with another company under
unfavorable
terms.
All
interest-related
charges
and,
if
applicable,
changes
in
an
instrument's fair value that are reported in profit or loss are included within 'Finance costs'
or 'Finance income'.
Financial
liabilities
are
measured
subsequently
at
amortized
cost
using
the
effective
interest method, except for financial liabilities held for trading or designated at fair value
through profit or loss, that are carried subsequently at fair value with gains or losses
recognized in profit or loss.
Bank loans are received to provide long-
term funding of the Company’s operations. They
are recognized in the statement of financial position of the Company, net of any costs.
Trade payables are recognized initially at their nominal value and subsequently measured
at amortized cost less settlement payments.
Dividends payable to shareholders are recognized when the dividends are approved at the
general meeting of the shareholders.
Compound Instruments
The Company makes the following accounting policy choices with regards to analysis of
embedded derivative separation requirements:
Monbat AD
Separate financial statements
31 December 2022
22
a) each embedded derivative is assessed on individual basis
b) the host contract includes these embedded features which do not require separation
The component parts of convertible loan notes issued by the Company are classified
separately
as
financial
liabilities
and
equity
in
accordance
with
the
substance
of
the
contractual
arrangements
and
the
definitions
of
a
financial
liability
and
an
equity
instrument.
A conversion option that will be settled by the exchange of a fixed amount of cash or
another financial asset for a fixed number of the Company’s own equity instruments is an
equity instrument.
Conversion features that fail equity classification and are accounted for as derivative
liabilities are accounted for separately from the host instruments.
A conversion option that will be settled by the exchange of a fixed amount of cash or
another financial asset for a variable number of the Company’s own equity instruments is
a derivative instrument.
The embedded derivative liability is calculated first and the residual value is assigned to
the debt host liability component. The embedded derivative liability is accounted for at fair
value through profit or loss and is remeasured at each reporting date. Transactions costs
related to the derivative liability component are expensed as incurred. Transaction costs
relating to the liability component are included in the carrying amount of the liability
component and are amortized
over the lives of the convertible loan notes using the
effective interest method.
The embedded derivative is presented as a non-current asset liability if the remaining
maturity of the instrument is more than 12 months and it is not expected to be realized
or settled within 12 months.
The
debt
host
liability
component
is
measured
at
amortized
cost
after
adjusting
for
transaction costs attributable to the debt host liability using the effective interest method.
3.13.3
Derivative financial instruments
Derivatives are initially recognized at fair value and subsequently reported at fair value in
the statement of financial position. The changes in the fair value of the derivatives are
recognized in the profit or loss for the period (except for derivatives which are defined and
are effective as hedging instruments).
The Company treats the exercise (or the lack of exercising thereof) of the ‘call’ and ‘put’
derivative options after the balance date as a non-adjusting event and does not consider
it when calculating their fair value as of the balance date.
3.13.4
Contracts for the sale and redemption of securities
Securities can be sold or rented if a commitment is made for their redemption (repo).
Those securities continue to be recognized in the statement of financial position, when all
material
risks
and
benefits,
arising
from
the
rights
on
those
shares,
remain
for
the
Company. In such case a liability to the other counterparty is recognized in the statement
of financial position, when the Company receives the remuneration.
Similarly, the Company rents or buys securities by committing to re-sell them back to the
seller (reverse repo) but does not acquire the material risks and benefits of the securities.
The transactions with securities are treated as collateralized loans, when the monetary
remuneration is paid. In this case, the securities are not recognized in the statement of
financial position.
Monbat AD
Separate financial statements
31 December 2022
23
The difference between the selling and redemption price is recognized as installments for
the
whole
term
of
the
agreement,
by
using
the
effective
interest
rate
method.
The
securities, rented to counterparties, are recognized in the statement of financial position.
The borrowed securities are not recognized in the statement of the financial position,
excluding the case in which they are sold to third parties, where the redemption obligation
is recognized as a trade liability at fair value and the subsequent gain or loss is included
in the net operating activities’ result.
3.14.
Inventories
Inventories
include
raw
materials,
work
in
progress,
production
and
goods.
Cost
of
inventories includes all expenses directly attributable to the purchase or manufacturing
process, recycling and other direct expenses connected to their delivery as well as suitable
portions of related production overheads, based on normal operating capacity. Financing
costs are not included in the cost of the inventories. At the end of every accounting period,
inventories are carried at the lower of cost and net realizable value. The amount of
impairment of inventories to their net realizable value is recognized as an expense for the
period of impairment.
Net realizable value is the estimated selling price of the inventories less any applicable
selling expenses and cost of completion. In case inventories have already been impaired
to their net realizable value and in the following period the impairment conditions are no
longer present, then the new net realizable value is adopted. The reversal amount can
only be up to the carrying amount of the inventories prior to their impairment. The reversal
of the impairment is accounted for as decrease in inventory expenses for the period in
which the reversal takes place.
The Company determines the cost of inventories by using weighted average cost.
When inventories are sold, the carrying amount of those inventories is expensed in the
period in which the related revenue is recognized.
3.15.
Income taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted at the reporting
date
in
the
countries
where
the
Group
operates
and
generates
taxable
income.
Management analyzes the individual items in the tax return for which the applicable tax
provisions are interpreted and recognizes provisions when appropriate.
Current taxes are recognized directly in equity or in other comprehensive income (not in
profit or loss) when the tax relates to items that were recognized directly in equity or in
other comprehensive income.
Deferred tax assets and liabilities
Deferred
taxes
are
recognized
using
the
balance
sheet
method
for
all
temporary
differences at the reporting date that arise between the tax bases of assets and liabilities
and their carrying amounts.
Deferred tax liabilities are recognized for all taxable temporary differences, except for:
Monbat AD
Separate financial statements
31 December 2022
24
•
When the deferred tax liability arises from the initial recognition of goodwill or an
asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss;
•
In
respect
to
deductible
temporary
differences
associated
with
investments
in
subsidiaries, associates and interests in joint arrangements, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilized.
Deferred tax assets are recognized for all deductible temporary differences, the carry
forward
of
unused
tax
credits
and
any
unused
tax
losses.
Deferred
tax
assets
are
recognized to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carry forward of unused tax credits
and unused tax losses can be utilized, except for:
•
deductible
temporary
differences
associated
with
investments
in
subsidiaries,
associates and interests in joint arrangements, deferred tax assets are recognized only
to the extent that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the temporary
differences can be utilized.
•
In
respect
of
deductible
temporary
differences
associated
with
investments
in
subsidiaries, associates and interests in joint arrangements, deferred tax assets are
recognized only to the extent that it is probable that the temporary differences will
reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets
are re-assessed at each reporting date and are recognized to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply
in the year when the asset is realized or the liability is settled, based on tax rates (and tax
laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside profit or loss is recognized outside profit
or loss. Deferred tax items are recognized in correlation to the underlying transaction
either in OCI or directly in equity.
The Company offsets deferred tax assets and deferred tax liabilities if and only if it has a
legally enforceable right to set off current tax assets and current tax liabilities and the
deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
taxation authority on the same taxable entity.
Value Added Tax (VAT)
Revenues, expenses and assets are recognized net of the amount of value added tax (VAT)
except for:
•
Where the VAT incurred on a purchase of assets or services is not recoverable from
the taxation authority, in which case the VAT is recognized as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
•
Receivables and payables that are stated with the amount of VAT included
The net amount of VAT recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the statement of financial position.
Monbat AD
Separate financial statements
31 December 2022
25
3.16.
Cash and cash equivalents
Cash and
cash
equivalents comprise cash
on
hand, current bank accounts and term
deposits up to 3 months.
3.17.
Equity, reserves and dividend payments
Share
capital
represents
the
nominal
value
of
shares
that
have
been
issued.
Share
premium includes any premiums received on issue of share capital. Any transaction costs
associated with the issuing of shares are deducted from share premium, net of any related
income tax benefits.
General reserves include legal reserves required by the Bulgarian legislation and other
general reserves from generated profit or loss incurred from prior years.
Retained earnings include financial result and accumulated profit and uncovered losses
from prior years.
Dividend payables to shareholders are included in Other payables when the dividends have
been approved at the general meeting of shareholders prior to the reporting date. All deals
with the owners of the Company are presented separately in the statement of changes in
equity.
3.18.
Post-employment and short-term employee benefits
Short-term employee benefits include salaries, interim and annual bonuses, social security
contributions and annual compensated absences for current employees expected to be
settled
wholly
within
twelve months after the
end
of the
reporting
period.
They
are
recognized as an employee benefit expense in the profit or loss or included in the cost of
an asset when service is rendered to the Company and measured at the undiscounted
amount of the expected cost of the benefit. Information on short-term employee benefits
is disclosed in Note 18.
The Company operates a defined benefit plan arising from the requirement of the Bulgarian
labor legislation to pay two or six gross monthly salaries to its employees upon retirement,
depending on the length of their service. If an employee has worked for the Company for
10 years, the retirement benefit amounts to six gross monthly salaries upon retirement,
otherwise, two gross monthly salaries. These retirement benefits are unfunded. The cost
of providing benefits under the retirement benefit plan is determined using the projected
unit
credit
method.
Re-measurements,
comprising
of
actuarial
gains
and
losses,
are
recognized immediately in the statement of financial position with a corresponding debit
or credit to retained earnings through other comprehensive income in the period in which
they occur.
Reassessments are not reclassified to profit or loss in subsequent periods
Past service costs are recognized in profit or loss on the earlier of:
-
The date of the plan amendment or curtailment, and
-
The date that the Company recognized restructuring-related costs
Interest expense is calculated by applying the discount rate to the defined benefit liability.
The Company recognizes the following changes in the defined benefit obligation in profit
or loss for the period:
-
Service costs comprising current service costs, past-service costs, gains and losses on
curtailments and non-
routine settlements within “Employee benefits expense”.
Monbat AD
Separate financial statements
31 December 2022
26
-
Interest expenses are included under
“Finance costs”
in the Statement of profit or
loss.
3.19.
Provisions, contingent assets and contingent liabilities
Provisions are recognized when present obligations as a result of a past event will probably
lead to an outflow of economic resources from the Company and amounts can be estimated
reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises
from the presence of a legal or constructive commitment that has resulted from past
events, for example, product warranties granted, legal disputes or onerous contracts.
Restructuring provisions are recognized only if a detailed formal plan for the restructuring
has been developed and implemented, or management has at least announced the plan's
main
features
to
those
affected
by
it.
Provisions
for
future
operating
losses
are
not
recognized.
Provisions are measured at the estimated
expenditure required
to settle the present
obligation, based on the most reliable evidence available at the reporting date, including
the risks and uncertainties associated with the present obligation.
Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole.
Provisions are discounted to their present values, where the time value of money is
material.
Any reimbursement that the Company can be virtually certain to collect from a third party
with respect to the obligation is recognized as a separate asset. However, this asset may
not exceed the amount of the related provision.
All provisions are reviewed at each reporting date and adjusted to reflect the current best
estimate.
In those cases where the possible outflow of economic resources as a result of present
obligations is considered
improbable
or
remote, no liability is recognized. Contingent
liabilities are subsequently measured at the higher amount of a comparable provision as
described above and the amount initially recognized, less any amortization.
Possible inflows of economic benefits to the Company that do not yet meet the recognition
criteria of an asset are considered contingent assets and are presented in Note 38.
3.20.
Government grants
A government grant is a grant provided by the government that is initially recognized as
deferred income (financing) when there is reasonable assurance that it will be received by
the Company and that the latter has complied with the conditions attaching to it.
The government grant that compensates the Company for expenses incurred is recognized
in current profit or loss on a systematic basis in the same period in which the expenses
are recognized.
The government grant that compensates investment expenses incurred to acquire an asset
is recognized in current profit or loss on a systematic basis over the useful life of the asset
usually at the amount of the recognized depreciation expense.
Monbat AD
Separate financial statements
31 December 2022
27
3.21.
Non-current assets and liabilities classified as held for sale
When the Company intends to sell a non-current asset or a group of assets (a disposal
group), and if sale within 12 months is highly probable, the asset or disposal group is
classified as ‘held for sale’ and presented separately in the statement of financial
position.
Liabilities are classified as “held for sale” and presented as such in the statement of
financial position if they are directly associated with a disposal group.
Assets classified as “held for sale” are measured at the lower of their carrying amounts
immediately prior to their classification as held for sale and their fair value less costs to
sell. However, some “held for sale” assets such as financial assets or deferred tax assets,
continue to be measured in accordance with the Company’s accounting policy for those
assets.
Once classified
as “held for sale”, the assets are not subject to depreciation or
amortization.
3.22.
Significant management judgements in applying accounting policies
The following are significant management judgments in applying the accounting policies
of the Company that have the most significant effect on the financial statements. The main
sources of uncertainty in the use of accounting estimates are described in the notes.
3.22.1 Sale and leaseback transactions
The Company has concluded lease agreements related fixed tangible assets sold to leasing
institutions.
In cases where management's assessment is that the criteria in IFRS 15 for revenue
recognition are not met because control over the assets sold has not been transferred, the
leases are classified as short-term or long-term loans and are therefore outside the scope
of IFRS 16 with a repayment schedule that corresponds to the concluded lease agreements
and collateral for the sold & lease backed asset.
3.22.2 Deferred tax assets
The assessment of the probability of future taxable income in which deferred tax assets
can be utilized is based on the Company's latest approved budget forecast, which is
adjusted for significant non-taxable income and expenses and specific limits to the use of
any unused tax loss or credit. If a positive forecast of taxable income indicates the probable
use of a deferred tax asset, especially when it can be utilized without a time limit, that
deferred tax asset is usually recognized in full. The recognition of deferred tax assets that
are subject to certain legal or economic limits or uncertainties is assessed individually by
management based on the specific facts and circumstances.
3.22.3
Determining
a
method
for
estimating
the
variable
consideration
and
assessing the
restriction on the sale of lead-acid batteries on the Bulgarian
market
Revenues from the sale of lead-acid batteries on the Bulgarian market include a variable
consideration component within the scope of IFRS 15, which arises from a regulatory
Monbat AD
Separate financial statements
31 December 2022
28
requirement in relation to an Ordinance to determine the order and amount of payment of
a product fee for products through the use of which mass waste is generated.
In
estimating
the
variable
consideration,
the
Company
is
required
to
use
either
the
expected value method or the most probable amount method. The method used should
better predict the amount of consideration that the Company will be entitled to. The
Company
has
determined
that
the
most
probable
amount
method
is
an
appropriate
method that can be used to evaluate these transactions.
Before
including
any
amount
of
variable
consideration
in
the
transaction
price,
the
Company assesses whether the amount of variable consideration
is constrained.
The
management believes that there is a degree of certainty that the fee due for 2022 will be
remitted by an order of the Minister of Environment and Water in 2023, as the Company
continues to comply with the requirements of the Waste Management Act. In addition, the
uncertainty of variable consideration will be resolved within a short period of time.
According to the Regulation on establishing the terms and conditions for payment of
product fees for products whose use generates mass waste as of 31 December 2022. The
fee was not paid effectively to the Ministry of Environment and Water, as the Company
has met the requirements of the Waste Management Act and has carried out activities for
collection, transportation, temporary storage, pre-treatment, dismantling and disposal of
waste. By order No RD
489 of 10.06.2022 of the Minister of Environment and Water, the
accrued product fee for 2021 has been remitted.
3.22.4 Provision for expected credit losses for trade receivables
The company uses a provisioning matrix to calculate the ECL for trade receivables.
Provisioning percentages are based on overdue days for groups of different customer
segments
that
have
similar
loss
patterns
(e.g.,
geographical
principle,
product
type,
customer type and rating, and coverage by letters of credit and other forms of credit
insurance).
The provisioning matrix was initially based on the percentages of arrears observed by the
Company historically. The Company refined the matrix to adjust historical experience with
credit losses by including forecast information. For example, if forecasts of economic
conditions (eg gross domestic product) are expected to deteriorate next year, which may
lead to more arrears in the manufacturing sector, historical arrears are adjusted. Historical
percentages of arrears are updated at each reporting date and changes in estimated
estimates are analyzed.
The assessment of the correlation between historical default rates, forecasts of economic
conditions and ECL is a significant estimate. The size of the ECL is sensitive to changes in
circumstances and projected economic conditions. The Company's historical experience in
terms of credit losses and forecasts of economic conditions may also not be representative
of the client's actual arrears in the future. Information on the Company's trade receivables
is disclosed in note 12 and 37.
3.22.5 Principal-agent consideration
The Company enters contracts on behalf of its customers for the acquisition of materials
and raw materials (lead, lead alloys, etc.). Under these contracts Monbat AD provides
delivery services (i.e., coordinates the selection of suitable suppliers and manages the
procurement and delivery of materials). The company has determined that it does not
control the materials before they are transferred to customers and is unable to manage
the use of the materials or to receive the benefits thereof. The factors listed below indicate
Monbat AD
Separate financial statements
31 December 2022
29
that
the Company does not
control
the materials before they are transferred
to the
customers. Therefore, it has determined that it acts as an agent in these contracts.
•
The Company has no primary responsibility for fulfilling the promise to provide the
materials.
•
The company does not bear the risk for inventories before or after they are transferred
to the customer, as it purchases materials only after approval by the customer, and the
supplier ships the materials directly to customers.
•
The Company does not exercise discretion in determining the cost of materials. Its
remuneration under these contracts is based solely on the difference between the
maximum purchase price set by the client and the final price agreed between the
Company and the supplier.
In addition, the Company has concluded that it transfers control of the services (i.e., the
organization for the provision of the materials by the foreign provider) at a certain point
in time, upon receipt of the materials by the client, as this is the moment when the client
receives the benefits of the Company's services as an agent.
3.22.6 Leases Contracts under which the Company is a lessee
Determining the lease term of contracts with renewal and termination options
The Company determines the lease term as the non-cancellable term of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be
exercised, or any periods covered by an option to terminate the lease, if it is reasonably
certain it would not to be exercised.
The Company has several lease contracts that include extension and termination options.
The Company applies judgement in evaluating whether it is reasonably certain whether or
not it will exercise the option to renew or terminate the lease. The Company considers all
relevant factors that create an economic incentive for it to exercise either the renewal or
termination. After the commencement date, the Company reassesses the lease term if
there is a significant event or change in circumstances that is within its control and affects
its
ability
to
exercise
or
not
to
exercise
the
option
to
renew
or
to
terminate
(e.g.,
construction of significant leasehold improvements or significant customization to the
leased asset).
Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate implicit in the lease, therefore, it
uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate
of interest that the Company would have to pay to borrow over a similar term, and with a
similar security, the funds necessary to obtain an asset of a similar value to the right-of-
use asset in a similar economic environment.
The
IBR
therefore
reflects
what
the
Company
‘would
have
to
pay’,
which
requires
estimation when no observable rates are available or when they need to be adjusted to
reflect the terms and conditions of the
lease. The Company estimates the IBR using
observable inputs (such as market interest rates) when available and is required to make
certain entity-
specific estimates (such as the subsidiary’s stand
-alone credit rating).
Monbat AD
Separate financial statements
31 December 2022
30
3.23.
Estimation uncertainty
In preparing the financial statements, management makes a number of assumptions,
estimates and judgements about the recognition and measurement of assets, liabilities,
income and expenses.
Actual results may differ from management's assumptions, estimates, and judgements
and, in rare cases, are consistent with previously estimated results.
Information about the significant assumptions, estimates and assumptions that have the
most significant impact on the recognition and measurement of assets, liabilities, income
and expenses is presented below.
3.23.1 Impairment of non-current non-financial assets
An impairment loss is the amount by which the carrying amount of an asset or cash-
generating unit exceeds its recoverable amount, which is the higher of its fair value less
selling
cost
and
its
value
in
use.
To
determine
the
value
in
use,
the
Company's
management calculates the expected future cash flows for each cash-generating unit and
determines the appropriate discount factor in order to calculate the present value of these
cash flows (see Note 3.12). In calculating expected future cash flows, management makes
assumptions about future gross profits. These assumptions are related to future events
and circumstances. Actual results may vary and require significant adjustments to the
Company's assets in the next reporting year. In most cases, the determination of the
applicable discount factor assesses the appropriate adjustments in relation to market risk
and risk factors that are specific to individual assets.
As of December 31, 2022, the management has assessed the indication for impairment of
its net investment in Monbat Holding Germany. In view of the business development plans
of
Monbat
Holding
Germany
(a
company
holding
100%
of
the
capital
of
EAS),
the
management of the Company believes that there is no need for impairment of the provided
loans, accrued interest receivables on & carrying amount of the investments in Monbat
Holding Germany (see Note 7)
As of December 31, 2022, in line with IAS 36, the Company's management has performed
an impairment review of its net investments in Monbat Immobilien GmbH, in accordance
with IAS 36 “Impairment of assets”
(Note 7). The carrying amount of the asset exceeds
its recoverable amount calculated using the fair value model based an agreement signed
with a third party. Therefore, the Company has estimated impairment expenses for a long-
term non-financial asset at the amount of TBGN 3 106 (2021: TBGN 19 484) included in
the “
Impairment of non-
financial assets”
line in the separate statement for profit or loss
(see Note 7).
3.23.2 Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date.
As of 31 December 2022, the management assessed that the useful lives represent the
expected utilization of the assets by the Company. The carrying amounts are analyzed in
notes
4, 5
and
8. Actual
results, however,
may vary due to technical
obsolescence,
particularly relating to software and IT equipment.
Monbat AD
Separate financial statements
31 December 2022
31
3.23.3 Inventories
Inventories are measured at the lower of cost and net realizable value. In estimating net
realizable values, management takes into account the most reliable evidence available at
the time the estimates are made. The Company's core business is affected by changes in
technology which may cause selling prices to change rapidly. Moreover, future realization
of the carrying amounts of inventory amounting to TBGN 36 043 (2021: TBGN 32 808) is
affected by the fluctuations of the prices of lead and lead component markets (Note 10).
3.23.4 Fair value of financial instruments
Management uses valuation techniques in measuring the fair value of financial instruments
where active market quotations are not available. In applying the valuation techniques
management makes maximum use of market inputs, and uses estimates and assumptions
that are, as far as possible, consistent with observable data that market participants would
use in pricing the instrument. Where applicable data is not observable, management uses
its best estimate about the assumptions that market participants would make. These
estimates may vary from the actual prices that would be achieved in an arm's length
transaction at the reporting date.
3.23.5 Provisions
Provisions for warranties represent amounts, which the Company expects to incur as an
expense for servicing and repair of defects of the basic products in subsequent periods.
The amount recognized as a warranty provided to customers for the cost of repairs is
estimated based on management's past experience and the future expectations of defects.
3.23.6 Employee retirement benefits
Retirement benefit is determined by actuarial valuation and assumptions are made about
the discount rate, future wage increases, staff turnover and mortality rates. Due to the
long-term
nature
of
staff
income
at
retirement,
these
assumptions
are
subject
to
significant uncertainty. As of December 31, 2022, the management has reviewed the
Company's retirement benefit liability and has assessed the effect as immaterial.
3.23.7 Estimating variable consideration for returns and volume rebates
The Company estimates variable considerations to be included in the transaction price for
the sale of electronic equipment with rights of return and volume rebates. During the
period, the Company has recognized as a decrease in revenue from production due to
volume rebates for customer contracts with the calendar year ending on December 31,
2022 and 2021, which represent a significant part of the customer portfolio.
The volume rebates expected by the Company are analyzed on a customer basis for
contracts that are subject to a single volume threshold. Determining whether a customer
is likely to receive a rebate depends on the customer's historical rebate rights and the
accumulated purchases so far.
The Company applied the statistical model for estimating expected volume rebates for
contracts with more than one volume threshold. The model uses the historical purchasing
patterns
and
rebates
entitlement
of
customers
to
determine
the
expected
rebate
Monbat AD
Separate financial statements
31 December 2022
32
percentages and the expected value of the variable consideration. For contracts concluded
for a non-calendar year, which represent a small portion of the client's portfolio, the
Company
recognized
a
decrease
in
revenue
from
the
sale
of
products
and
trade
receivables.
The Company has developed a statistical model for forecasting sales returns. The model
uses
the
historical
return
data
of
each
product
to
come
up
with
expected
return
percentages.
These
percentages
are
applied
to
determine
the
expected
value
of
the
variable consideration. Any significant changes in experience as compared to historical
return pattern will impact the expected return percentages estimated by the Company.
Estimates of returned goods and volume rebates are sensitive to changes in circumstances
and the Company's experience with these elements may not be representative of actual
goods and rebates returned by customers. As of December 31, 2022, the Company has
assessed
the
amount
of
reimbursement
obligations
for
expected
returned
goods
as
immaterial (2021 - immaterial).
3.23.8 Measurement of expected credit losses
Credit losses are defined as the difference between all the contractual cash flows that are
due
to
the
Company
and
the
cash
flows
that
it
actually
expected
to
be
received.
Measurement
of
the
expected
credit
losses
is
determined
by
a
probability-weighted
estimate
of
credit
losses
that
require
the
Company’s
judgment.
The
Company's
management has analyzed the expected effect of the coronavirus pandemic, and the
military conflict in Ukraine and Russia, both on economic growth and on the credit quality
of its counterparties. The analysis performed by the management of the Company is
mainly focused on assessments and assumptions for potential deterioration of the credit
quality of counterparties and
the potential
effect
on
the
expected
credit
losses from
exposures to counterparties.
The
management
of
the
Company
considers
that
in
the
short
term
no
significant
deterioration of the credit risk of the counterparties is expected, mainly due to expected
quick
recovery
of
the
economies
and
the
expected
stimulus
from
the
EU
countries.
Nevertheless, the Company observes worsening in the debt collection from clients in
Russia and Ukraine. The scope of the Company is limited to the extent that the estimation
of the expected credit losses in this case is hampered by the inability to obtain sufficient
reliable information about certain counterparties in these geographic regions.
Monbat AD
Separate financial statements
31 December 2022
33
4.
Intangible assets
The
Company's
intangible
assets
comprise
software
licenses,
trademarks
and
other
intangible assets. The carrying amounts for the reporting periods under review can be
analyzed as follows:
As of 31
st
December 2022
Software
Trademarks
Advances
for
licensing
rights
Others
Total
BGN ‘000
BGN ‘000
BGN ‘000
BGN ‘000
BGN ‘000
Gross carrying amount
Balance as of 1
st
January 2022
556
713
4 415
710
6 394
Newly acquired assets, purchased
222
-
1 399
1 062
2 683
Disposals
(72)
-
-
(44)
(116)
Balance as of 31
st
December 2022
706
713
5 814
1 728
8 961
Amortization
Balance as of 1
st
January 2022
(304)
(547)
-
(103)
(954)
Amortization
(153)
(36)
-
(19)
(208)
Balance as of 31
st
December 2022
(457)
(583)
-
(122)
(1 162)
Balance as of 31st
December
2022
249
130
5 814
1 606
7 799
As of 31
st
December 2021
Software
Trademarks
Advances
for
licensing
rights
Others
Total
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘
000
BGN
‘000
Gross carrying amount
Balance as of 1st
January 2021
307
585
3 995
614
5 501
Newly acquired assets, purchased
249
128
420
96
893
Balance as of 31
st
December 2021
556
713
4 415
710
6 394
Amortization
Balance as of 1
st
January 2021
(303)
(529)
-
(85)
(917)
Amortization
(1)
(18)
-
(18)
(37)
Balance as of 31
st
December 2021
(304)
(547)
-
(103)
(954)
Balance as of 31st
December
2021
252
166
4 415
607
5 440
License rights
In 2019, the Company signed a contract for the purchase of
licensing rights for the
acquisition
of technology for the production
of accumulators
with bipolar plates.
The
contract foresees the payment of an initial installment for the acquisition of license rights
at the amount of TUSD 2 000 as well as 8 more installments on a quarterly basis at the
amount of TUSD 250 each. The reported amount paid for the acquired licensing rights as
of 31.12.2022 amounts to TBGN 5 814 or TUSD 3 250 (2021: TBGN 4 415 or TUSD 2 550).
Monbat AD
Separate financial statements
31 December 2022
34
Due to the circumstances surrounding the Covid-19 pandemic, part of the quarterly due
installments was for 2021 not paid.
In 2021, one installment was made at the amount of TBGN 420 (TUSD 250) dating
December 2021.
In 2022, three installments were made at the amount of TBGN 1 399 (TUSD 750) dating
April, October and November 2022.
The remaining amount related to the full acquisition of license rights is TUSD 750 (or 3
quarterly installments of TUSD 250 each). The Company intends to pay all installments
stipulated in the contract and it has the required technical, financial and other resources
on its disposal to fulfill its obligations on time.
In 2022, the Company signed an agreement with the same supplier for the production of
bipolar
plate
battery
prototypes
to
be
made
available
to
customers
during
the
commercialization of the new production. As of December 31, 2022, advances amounting
to TBGN 887 (TUSD 459) have been paid under this contract. The production of the
prototypes is expected to be completed in 2023.
In accordance with IAS 36, since the licensing rights have an indefinite useful life, following
the tests for impairment as of 31.12.2022, no impairment has been recognized. A model
based on the business plan has been developed, which foresees the establishment of a
manufactory for the production of accumulators utilizing a bipolar technology and the
corresponding capital expenses and cash outflows related to them. Additionally, this model
foresees the realization (sale) of the produced accumulators and the corresponding in and
out cash flows. A discounted factor of 12% was used. The developed model includes all
expected contract costs for maintaining the license after its commercialization.
The Company already has specific and very positive results from testing its prototypes
which are part of the pre-commercial production. These tests provide the Company with
the assurance, that soon it will be able to start its preparation for mass production. The
licensing
rights
will
grant
the
opportunity
to
produce
different
types
of
conventional
batteries, especially batteries with an improved energy density and power per unit weight,
prolonged useful life and lower production cost.
There is not a foreseeable period limit during which it is expected for the asset to generate
net cash flows for the asset. The licensing rights are granted based on an agreed contract
with an unlimited period. Based on this analysis of the corresponding factors, the Company
considers the licensing rights as having unlimited useful life.
All depreciation expenses are included in the separate financial statement for profit and
loss
under
article
“Depreciation
and
amortization
expenses”.
The
Company
has
not
pledged any of its intangible assets as a collateral for its liabilities.
Monbat AD
Separate financial statements
31 December 2022
35
5.
Property, plant & equipment
Company's property, plant and equipment comprise land, buildings, machines and equipment, other equipment, vehicles, fixtures and
acquisition expenses. The carrying amount can be analyzed as follows:
Land
Buildings
Machines
&
equipment
Other
equipment
Vehicles
Fixtures
Assets under
construction
Total
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
Gross carrying
amount
Balance 1
st
January 2022
7 304
27 231
92 008
6 351
3 157
3 064
1 709
140 824
Newly acquired
assets
-
79
604
18
156
77
3 140
4 074
Transfer of
assets
-
150
1 188
88
26
-
(1 452)
-
Disposals
(42)
-
-
-
-
(1)
(398)
(441)
Balance 31
st
December 2022
7 262
27 460
93 800
6 457
3 339
3 140
2 999
144 457
Depreciation
Balance 1
st
January 2022
-
(9 736)
(72 497)
(2 405)
(2 837)
(2 739)
-
(90 214)
Depreciation
-
(1 041)
(4 099)
(256)
(123)
(105)
-
(5 624)
Balance 31
st
December 2022
-
(10 777)
(76 596)
(2 661)
(2 960)
(2 844)
-
(95 838)
Carrying
amount 31st
December 2022
7 262
16 683
17 204
3 796
379
296
2 999
48 619
Monbat AD
Separate financial statements
31 December 2022
36
Land
Buildings
Machines
&
equipment
Other
equipment
Vehicles
Fixtures
Assets under
construction
Total
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
Gross carrying
amount
Balance 1
st
January
2021
7 267
26 144
86 479
6 255
3 245
2 955
5 865
138 210
Newly acquired
assets
37
234
544
64
273
93
2 107
3 352
Transfer of assets
-
853
4 985
32
-
16
(5 886)
-
Disposals
-
-
-
-
(361)
-
(377)
(738)
Balance 31
st
December 2021
7 304
27 231
92 008
6 351
3 157
3 064
1 709
140 824
Depreciation
Balance 1
st
January
2021
-
(8 712)
(67 895)
(2 154)
(2 998)
(2 639)
-
(84 398)
Depreciation
-
(1 024)
(4 602)
(251)
(127)
(100)
-
(6 104)
Depreciation
Written-off
-
-
-
-
288
-
-
288
Balance 31
st
December 2021
-
(9 736)
(72 497)
(2 405)
(2 837)
(2 739)
-
(90 214)
Carrying amount
31st
December
2021
7 304
17 495
19 511
3 946
320
325
1 709
50 610
Monbat AD
Separate financial statements
31 December 2022
37
As of 31
st
December 2022 & 2021, the Company does not have any material contractual
commitments related to acquisition of items of property, plant and equipment.
Based on the performed review for impairment of the Property, plant & equipment, the
Management has not identified indicators that the book value of the assets exceeds their
recoverable amount.
The material part of the expenses for the acquisition of intangible assets of the Company
includes expenses, related to the ongoing reconstruction and modernization of the newly
built plant in Montana.
As of 31
st
December 2022, the expenses for the acquisition of non-current assets are at
the amount of TBGN 2 999 (2021: TBGN 1 709) and are distributed as follows:
•
Strip line for production of wide rolling strip
–
TBGN 654 (2021: none)
•
Construction of factory for casting lead strips
–
TBGN 422 (2021: none)
•
SAP S4/HANA battery division
–
TBGN 419 (2021: none)
•
Gas line for alternative fuels
–
TBGN 257 (2021: none)
•
Reconstruction of laboratory
–
TBGN 99 (2021: none)
•
Assembly line for labeling and foiling in the Finished Goods Warehouse
–
TBGN 76
(2021: TBGN 76)
•
MES - TBGN 54 (2021: TBGN 494)
•
Moulds for battery boxes
–
TBGN 17 (2021: TBGN 17)
•
Main factory renovations
–
none (2021: TBGN 243)
•
Other reconstructions TBGN 1 001 (2021: TBGN 879)
The carrying amount of the Company’s property, plant and equipment pledged as security
for its borrowings (see Note 19), is presented as follows:
Land
Buildings
Machines
and
equipment
Assets under
construction
Total
BGN
‘000
BGN
‘000
BGN ‘000
BGN ‘000
BGN
‘000
Carrying amount on
31 December 2022
3 268
3 147
7 562
654
14 631
Carrying amount on
31 December 2021
3 268
3 492
9 583
-
16 343
Geographical information
All property, plant & equipment of the Company are located in Bulgaria.
Monbat AD
Separate financial statements
31 December 2022
38
6.
Investments in subsidiaries and associates
Monbat AD has the following investments in subsidiaries and associates:
Country of
incorporation
Main activities
2022
Share
2021
Share
BGN
‘000
%
BGN
‘000
%
Name of the subsidiary
Monbat Recycling EAD
Bulgaria
Lead Recycling
50 829
100
50 829
100
Monbat Holding GmbH
Germany
Batteries
-
90
25 572
90
Societe Nouvelle de
l'accumulateur Nour
Tunisia
Production of
batteries and lead
recycling
21 280
60
-
-
Monbat Immobilien GmbH
(net of impairment)
Austria
Property
management
-
94
14 708
94
Start AD
Bulgaria
Production of
batteries
4 887
97.80
4 887
97.80
STC Srl.
Italy
R&D
3 083
66.66
3 083
66.66
Monbat OOD Romania
Romania
Trade of batteries
194
99
194
99
Monbat NBP EAD
Bulgaria
Production of
batteries
50
100
50
100
Monbat Sped EOOD
Bulgaria
Transportation of
batteries
50
100
50
100
Monbat Holding Tunis
The
Netherlands
Holding Company
-
-
39
100
ART Monbat AD
Bulgaria
Batteries
26
51
26
51
Monbat New Power AD
Bulgaria
Production of
batteries
25
51
25
51
Energy Battery Nigeria
Nigeria
Trade of batteries
-
100
-
100
Monbat Batterien GmbH
Austria
Trade
-
100
-
100
Monbat SA Proprietary Ltd
South Africa
Trade of batteries
146
100
-
-
80 570
99 463
Name of the associated
entity
Leventa OOD
Bulgaria
Services
2 481
46
2 481
46
Societe Nouvelle de
l'accumulateur Nour
Tunis
Production of
batteries and lead
recycling
-
-
8 019
23.3
Total investments in
subsidiaries and
associates
83 051
109 963
The investments in subsidiaries and associates are represented in the separate financial
statement of financial position of the Company, using the cost method, net of impairment.
The subsidiaries and associates are not listed on a stock exchange since their fair value
cannot be estimated. In 2022 the Company has not received dividend from its investments
in
subsidiaries
and
associates.
The
contingent
liabilities
or
other
liabilities
related
to
investments in subsidiaries and associates are reported under note 38.
At 31 December 2022 the investments of the Company in its subsidiary companies Monbat
Holding GmbH and Monbat Immobilien GmbH are presented as non-current assets held
for sale (Note 7)
Monbat AD
Separate financial statements
31 December 2022
39
6.1.
Societe Nouvelle de l'accumulateur Nour
In January 2022 the Company acquired additional 20.39% of the Tunisian company for
production
of
accumulator
batteries
Societe
Nouvelle
de
l'accumulateur
Nour
for
the
amount of TBGN 6 845 (TEUR 3 500). In March 2022 the Company acquired additional
16.32% for the amount of TBGN 5 868 (TEUR 3 000). As a result the shareholding of the
company has increased to 60%. The cost of the investment at 31 December 2022 is TBGN
20 732 (TEUR 10 600). In May 2022, after a decision of the shareholders for a capital
increase
in
Societe
Nouvelle
de
l'accumulateur
Nour,
the
Company
increased
its
shareholding by TBGN 548.
6.2.
Monbat SA Proprietary Limited
In 2022, the Company acquired 51% of the capital of Monbat SA Proprietary Limited, by
signing
a
Share
Purchase
Agreement
entered
into
with
Monbat
Holding
Tunis.
The
transaction
was
included
an
amount
of
TBGN
146.
The
cash
obligation
under
the
transaction was settled through full set-off of the Company's loan and interest receivables
from Monbat Holding Tunisia. As a result of the transaction, the Company's investment in
Monbat SA Proprietary Limited is presented as an investment in a subsidiary.
6.3.
Monbat Holding Tunis
As of August 2022, Monbat Holding Tunisia has been deregistered as a company in the
Commercial Register of the Netherlands. The Company has recorded a loss of TBGN 39 in
the Individual statement of profit or loss, shown on line "Other expenses", as a result of
this deregistration.
7.
Assets held for sale
At 31 December 2022 the non-current assets held for sale include investments of the
Company in the subsidiary companies Monbat Holding GmbH and Monbat Immobilien
GmbH
2022
BGN ‘000
Investment in Monbat Holding GmbH, Germany (Note 7.1)
27 265
Investment in Monbat Immobilien GmbH, Austria (Note 7.2)
11 602
Assets held for sale
38 867
7.1.
Monbat Holding GmbH, Germany
In May 2022 the Company entered into an agreement to sell 100% of its investment in
the subsidiary company Monbat Holding GmbH. This company owns 100% of EAS Batteries
GmbH (EAS) and Monbat New Power GmbH (MNP). The agreement was concluded with
the British company Britishvolt. The transaction value for the shares of Monbat Holding
GmBH is EUR 36 million, including a cash payment as well as the issue of ordinary shares
of the capital of Britishvolt. As at
31 December 2022, the transaction has not been
completed and there has been no change in the intention of the Company's management
to complete the sale. Pursuant to the sale agreement entered into with Britishvolt, the
Company has received an upfront payment of TEUR 3 000 in the form of a non-refundable
deposit (TEUR 2 825 net of legal and advisory fees).
Monbat AD
Separate financial statements
31 December 2022
40
In 2022, following a resolution of the shareholders, the capital of Monbat Holding GmbH
was increased by the amount of TBGN 1 882. As a result, the Company's investment
increased by TBGN 1 693.
As at 31 December 2022, the Company's management has reviewed its net investment in
Monbat Holding GmbH for impairment, taking into account the events described in note
42. Based on the sale agreement entered into, which has not been terminated by either
party
as
of
December
31,
2022,
and
pursuant
to
which
the
sale
price
exceeds
the
Company's
investment
in
Monbat
Holding
GmbH,
the
management
of
the
Company
considers that there is no need to record an impairment charge.
7.2.
Monbat Immobilien GmbH, Austria
In
April
2022
the
General
Meeting
of
Shareholders
resolved
on
the
sale
of
Monbat
Immobilien GmbH subject to an appropriate price offer from a potential buyer. In 2022
the Company entered into an agreement for the sale of the Austrian company's assets,
with a total transaction value of TEUR 7 200. As at 31 December 2022, the transaction
has not been completed and there has been no change in the Company's intention to
complete a sale of its investment in Monbat Immobilien GmbH.
At 31 December 2022. Monbat AD has performed impairment tests in accordance with the
requirements of IAS 36 "Impairment of Assets" for its investment in Monbat Immobilien
GmbH.
Impairment
indicators
have
been
identified
due
to
the
specific
nature
of
the
underlying asset held by the subsidiary, an investment property in Austria. Management
concluded that the carrying amount of the assets exceeded their recoverable amount as
determined by the terms of a signed sale agreement with an unrelated party. Therefore,
the Company recorded an impairment charge of TBGN 3 106 thousand in 2022 (2021:
TBGN 19 484) included in 'Impairment of non-financial assets' in the individual statement
of profit or loss. In addition, the Company has recorded impairment charges on receivables
of TBGN 318 (2021: TBGN 99) included in "Impairment of financial assets" in the individual
statement of profit or loss.
8.
Lease liabilities and right-of-use assets
The Company has lease contracts as a lessee for office spaces, machinery and equipment,
vehicles and other equipment used in its operations. Rents of office spaces and motor
vehicles generally have lease term between 3 and 5 years, while machinery and other
equipment generally have lease terms up to 1 and 3 years.
The Company also has certain lease contracts of machinery with terms of 12 months or
less and rent
of office equipment with low value. The Company applies the ‘short
-term
lease’ and ‘lease of low
-
value assets’ recognition expedients for these leases.
Set
out
below
are
the
carrying
amounts
of
right-of-use
assets
recognized
and
the
movements during the period:
Monbat AD
Separate financial statements
31 December 2022
41
Right-of-
use assets (BGN ‘000)
Buildings
Motor
vehicles
Machinery
and
equipment
Total
As at 1 January 2022
279
844
-
1 123
Additions
1 779
169
136
2 084
Depreciation expense
(515)
(306)
(28)
(849)
As at 31 December 2022
1 543
707
108
2 358
Right-of-
use assets (BGN ‘000)
Buildings
Motor
vehicles
Machinery
and
equipment
Total
As at 1 January 2021
758
433
-
1 191
Additions
-
520
-
520
Depreciation expense
(479)
(109)
-
(588)
As at 31 December 2021
279
844
-
1 123
Set out below are the carrying amounts of lease liabilities and the movements during the
period:
2022
2021
Lease liabilities
BGN ‘000
BGN ‘000
Long-term liabilities
1 524
385
Short-term liabilities
854
636
2 378
1 021
Lease
liabilities
2022
BGN '000
Lease
liabilities
2021
BGN '000
As at 1 January
1 021
1 122
Additions
2 166
520
Accrued interest expenses
92
36
Payments
(901)
(657)
As at 31 December
2 378
1 021
The Company does not have leases that include variable payments.
Monbat AD
Separate financial statements
31 December 2022
42
Future minimum lease payments as at 31 December 2022 are as follows:
Minimum lease payments
Up to 1
Year
1-2
Year
2-3
Year
3-4
Year
4-5
Year
After 5
Years
Total
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
BGN
‘000
31 December 2022
Lease payments
923
846
690
42
-
-
2 501
Finance costs
(69)
(39)
(14)
(1)
-
-
(123)
Net value
854
807
676
41
-
- 2 378
31 December 2021
Lease payments
596
302
91
34
34
-
1 057
Finance costs
(23)
(9)
(4)
-
-
-
(36)
Net value
573
292
87
34
34
- 1 021
The Company has several leases, which include termination options. The purpose of the
management is to ensure flexibility in the lease portfolio by using termination options in
the contracts. Management exercises substantial discretion in determining whether it is
reasonably certain that these extension and termination options will be exercised. The
Company considers that in the following reporting periods the options for terminating the
contracts will not be exercised.
The following are the amounts recognized in profit or loss:
2022
BGN ‘000
Depreciation expense of right-of-use assets
849
Interest expense on lease liabilities (note 32)
92
Total amount recognized in profit or loss
941
The Company’s total cash outflows related to leases amounts are TBGN 901 in 2022 (2021:
TBGN 657).
9.
Income tax
The main components of income tax expense for the years ended 31 December 2022
and 2021 are:
2022
2021
BGN ‘000
BGN
‘
000
Current income tax expense
(669)
(1 592)
Deferred tax income
506
2 313
Income tax gain (expense) recognized in profit or loss
(163)
721
The applicable income tax rate for 2022 is 10% (2021: 10%). In 2022, the applicable tax
rate remains unchanged.
The reconciliation between income tax expense and accounting profit multiplied by the
applicable tax rate for the years ended 31 December 2022 and 31 December 2021 is set
out below:
Monbat AD
Separate financial statements
31 December 2022
43
2022
2021
BGN ‘000
BGN ‘000
Profit before tax
1 382
475
Tax rate
10%
10%
Expected tax expense
(138)
(48)
Adjustments for tax-exempt income
(531)
(1 544)
Recognition of deferred taxes
506
2 313
Current income tax (loss)/ gain
(163)
721
Current income tax includes
Current tax expenses:
(669)
(1 592)
Deferred tax expenses:
Effect of temporary differences
506
2 313
Current income tax (loss)/ gain
(163)
721
Effective tax rate
12%
(152)%
The deferred tax balances as of 31.12.2022 and 31.12.2021 are related to the following:
Statement of financial
position
Statement of profit
or loss
2022
2021
2022
2021
BGN ‘000
BGN
‘000
BGN
‘000
BGN
‘000
Deferred tax liabilities
Subsequent valuation of assets and
liabilities
(1 335)
(1 445)
90
189
Deferred tax assets
Government grants
23
38
(15)
(67)
Annual paid leave liability
30
2
28
33
Impairment of receivables
824
651
173
128
Warranty provisions
49
130
(81)
82
Impairment of investments
2 343
2 032
311
1 948
Deferred tax income
506
2 313
Deferred tax assets/liabilities, net
1 914
1408
Calculation of deferred tax liabilities:
2022
2021
BGN ‘000
BGN ‘000
1
st
of January
1 408
(905)
Deferred taxes recognized in profit or loss for the period
506
2 313
As at 31
st
December
1 914
1408
The company has not recognized tax losses that can be carried forward and deducted from
future taxable profits.
Monbat AD
Separate financial statements
31 December 2022
44
10.
Inventories
Inventories recognized in the statement of financial position can be analyzed as follows:
2022
2021
BGN
‘000
BGN ‘000
Materials
12 775
14 403
Production
14 020
10 593
Work in progress
9 130
7 339
Goods
118
473
36 043
32 808
No decrease in the expenses as a result of reimbursement of impairments which have
been recognized in previous periods occurred in 2022 or 2021.
A pledge has been founded on a combination of raw materials and inventories
–
lead, lead
composites and accumulator batteries and similar products, owned by Monbat AD, pledged
as
collateral
for
the
liabilities
under
working
capital
overdraft
from
07.12.2004
with
Eurobank EFG Bulgaria AD (see note 19). The carrying amount of the inventories, pledged
as a collateral for borrowings (see note 19), amounts to TBGN 20 868 as at 31.12.2022
(31.12.2021
–
TBGN 16 654).
11.
Short-term financial assets
In
the
reporting
periods
under
review,
short-term
financial
assets
include
equity
investments and loans
2022
2021
BGN
‘000
BGN
‘000
Shares
50
1 521
Trade loan granted to Advanced Research and technologies
99
97
Trade loan granted to Grafon, incl. interest, net of impairment
-
279
149
1 897
Contract from 29.04.2021 with Advanced Research and Technologies
Utilized principal: TBGN 92
Contract duration: four months
Interests & commissions: fixed annual interest rate
Balance of the principal as of 31.12.2022: TBGN 92.
Redemption: Single payment at the maturity date of the contract.
Contract from 25.01.2019 with Grafon
Utilized principal: TBGN 650
Contract duration: one year
Interest: Fixed annual interest rate:
Balance of the principle as of 31.12.2022 - TBGN 0, net of impairment
Redemption: Single payment at the maturity date of the contract.
Monbat AD
Separate financial statements
31 December 2022
45
During 2022 the book value of the loan granted and interest accrued to Grafon net of
impairment, amounting to TBGN 270 was set-off against trade payables to the same
counterparty.
12.
Trade receivables
2022
2021
BGN ‘000
BGN ‘000
Trade receivables, gross
48 214
53 423
Impairment of receivables
(3 489)
(3 078)
44 725
50 345
All
trade
receivables
are
short
term.
The
net
carrying
value
of
trade
receivables
is
considered a reasonable approximation of their fair value.
During 2022, trade receivables amounting to TBGN 52 (2021: TBGN 21) were written-off.
The Company has used the simplified approach allowed by IFRS 9 (note 3.13) to measure
the
expected
credit
loss
with
respect
to
trade
receivables
whose
credit
risk
has
not
increased significantly. The result of the assessment is an impairment at the amount of
TBGN 411 in 2022 (2021: TBGN 567
), that has been recognized within “Impairment of
receivables” in the Statement of profit or loss.
The movement in the allowance for credit losses can be reconciled as follows:
2022
2021
BGN ‘000
BGN ‘000
Balance on 1 January
(3 078)
(2 511)
Impairment of receivables
(411)
(567)
Balance on 31 December
(3 489)
(3 078)
The carrying amount of trade receivables pledged as collateral for loans (see Note 19)
amounts to TBGN 24 178 as of 31 December 2022 (2021: TBGN 27 390).
13.
Tax receivables
2022
2021
BGN ‘000
BGN ‘000
VAT receivables
4 319
3 282
Personal Income Tax
117
74
Customs duties
35
19
Withholding tax
1
1
4 472
3 376
Monbat AD
Separate financial statements
31 December 2022
46
14.
Other receivables
2022
2021
BGN ‘000
BGN ‘000
Guarantees
1 572
1 335
Prepayments
389
379
Advances to employees
10
10
Other
240
387
2 211
2 111
As of 31.12.2022, there was not any impairment to Other receivables (2021: TBGN 0).
15.
Cash and cash equivalents
Cash and cash equivalents include the following components
2022
2021
BGN ‘000
BGN ‘000
Cash at bank and in hand
- EUR
1 703
3 490
- BGN
464
722
- USD
358
22
- GBP
2
3
2 527
4 237
The Company has assessed the expected credit losses on cash and cash equivalents. The
estimated value of the expected credit losses of the gross value of the cash deposited with
financial institutions is determined as immaterial and is not
recorded in the financial
statements of the Company.
As at 31 December 2022, the Company has blocked cash totaling TBGN 1 298 (31.12.2021
–
TBGN 1 234). The blocked funds include TBGN 200 in cash under the Waste Management
Act (31 December 2021
–
TBGN 200) and a counter-guarantee towards customers worth
TBGN 1 098 (31.12.2021
–
TBGN 1 034).
16.
Equity
16.1
Issued capital
The issued capital of the Company consists only of 39 000 000 fully paid ordinary shares
with a nominal value of BGN 1. All shares are equally eligible to receive dividends and the
repayment of capital and represent one vote at the General assembly of the shareholders
of the Company.
Monbat AD
Separate financial statements
31 December 2022
47
2022
2021
Number of
shares
Number of
shares
Number of shares issued and fully paid:
At the beginning of the year
39 000 000
39 000 000
Reacquired own shares
(27 000)
-
Total number of shares authorized as at 31
December
38 973 000
39 000 000
Company’s shareholders are as follows:
31
December
31
December
31
December
31
December
2022
2022
2021
2021
Number of
shares
%
Number of
shares
%
Prista Oil Holding EAD
16 666 371
42.73
16 666 371
42.73
PRISTA HOLDCO
COOPERATIEF U.A
8 103 758
20.78
8 103 758
20.78
Monbat Trading OOD
2 752 800
7.06
2 752 800
7.06
UPF Doverie
2 582 864
6.62
2 582 864
6.62
ZUPF Allianz Bulgaria
2 105 403
5.40
2 105 403
5.40
Other individuals and legal
entities
6 788 804
17.41
6 788 804
17.41
39 000 000
100
39 000 000
100
Repurchased own shares
(27 000)
(0.07)
38 973 000
99.93
39 000 000
100
The total number of the shares and votes held directly and through related parties by
Prista Oil Holding EAD is 19 419 171 shares or 49,8%. There is a pledge established under
the Financial Collateral Agreements Act in favor of UniCredit Bulbank AD on the shares
owned
by
Monbat
Trading
OOD
and
Prista
Oil
Holding
EAD.
The
pledge
has
been
constituted in relation to a loan granted by UniCredit Bulbank AD to Prista Invest 2016 AD.
The Board of Directors of MONBAT AD adopted a decision for a new buy-back procedure
of company’s own shares up to 3 % of the company’s registered capital or up to 1 170
000 shares. The minimum price for the buy-back is BGN 4.51 and the maximum price for
the buy-back is BGN 8.75 with initial term for the buy-back of 26.09.2022. In the event
of completion of the shares, namely –
the company buys back up to 1 170 000 shares,
prior to the final term –
180 calendar days starting 26.09.2022, the current buy-back
procedure shall be terminated as successfully implemented. In the event that, within the
term under the first sentence the maximum number of shares has not been bought back,
the Board of Directors, in its own judgment, may either extend the term with another 180
calendar days under respective application of the provision of the preceding sentence, or
terminate the procedure notwithstanding the number of the bought back shares. Within
the term of the current procedure, depending on the market conditions, the Board of
Directors, in its own judgment, may change the minimum and maximum price for the buy-
back
Monbat AD
Separate financial statements
31 December 2022
48
16.2
Share premium
Share premium of the Company consists of proceeds, received in addition to nominal value
of the shares issued in 2006. The proceeds are included in share premium, less any
registration and other regulatory fees.
The excess over the nominal value of BGN 1, for each redeemed share and the fees for
the
investment
intermediary,
increase
the
share
premium
value
to
TBGN
28 498
at
31.12.2022 and TBGN 28 611 at 31.12.2021.
16.3
General reserves
Legal
reserves
Other
reserves
Total
reserves
BGN ‘000
BGN
‘000
BGN
‘000
Balance on 1 January 2021
3 900
59 966
63 866
Balance on 31 December 2021
3 900
59 966
63 866
Balance on 31 December 2022
3 900
59 966
63 866
Legal reserves
Legal reserves represent 10% from the current earnings as required by the Commercial
law until it reaches 10% of the share capital.
Other reserves
Other reserves at 31.12.2022 amount to TBGN 59 966 and are formed by the retained
earnings of the Company in 2006, 2008, 2009, 2010, 2012, 2013 and other changes.
17.
Warranty provisions
The carrying amount of the provisions can be summarized as follows:
Warranty
Provisions
BGN ‘000
Carrying amount on 1 January 2022
1 297
Accrued provision
4
Integrated provision
(815)
Carrying amount on 31 December 2022
486
2022
2021
BGN ‘000
BGN ‘000
Non-current
Carrying amount
185
300
2022
2021
BGN ‘000
BGN ‘000
Current
Carrying amount
301
997
Monbat AD
Separate financial statements
31 December 2022
49
Warranty
provisions
represent
amounts,
which
are
expected
by
the
Company
to
be
incurred for warranty service and replacement of the main products in the next years.
Recognized
provision
is
calculated
on
the
best
estimate
basis,
which
the
Company’s
management can make based on previous experience and anticipated product sales.
18.
Employees’
remuneration
18.1
Payroll expenses
2022
2021
BGN ‘000
BGN ‘000
Salary expenses
14 548
14 912
Social security expenses
2 683
2 868
Payroll expenses
17 231
17 780
18.2
Personnel payables
Personnel
payables
recognized
in
the
statement
of
financial
position
consist
of
the
following:
2022
2021
BGN ‘000
BGN ‘000
Salaries payables
1 129
1 160
Social security payables
354
365
Annual paid leave liability
298
714
Payables to personnel and social security
institutions
1 781
2 239
19.
Borrowings
Borrowings include the following financial liabilities:
Current
Non-current
2022
2021
2022
2021
BGN ‘000
BGN ‘000
BGN ‘000
BGN ‘000
Financial liabilities
measured at amortized
cost
Bank loans
70 200
67 858
11 733
11 735
Loans from other financial
institutions
936
731
881
1 470
Total carrying amount
71 136
68 589
12 614
13 205
Monbat AD
Separate financial statements
31 December 2022
50
19.1 Summary of bank loan contracts
1. KBC bank EAD
Contract dated 25.02.2014
Maturity date: 15.02.2016
Loan amount: EUR 3 200 000
Type of credit: Revolving loan
Interest: 1-month EURIBOR + mark-up
Collateral: Rank collateral of mortgage of own real estate, cadaster No 48489.5.597,
cadaster No 48489.5.281, cadaster No 48489.5.396, together with buildings on it, on the
territory of Montana str. Industrialna.
With annex N 4/ 30.06.2016 the amount of the loan was increased to EUR 4 200 000
With annex m.06.2016 the amount of the loan was increased to EUR 9 200 000:
Maturity date: 15.11.2023
Pledge on fixed assets owned by Monbat AD and Monbat Recycling Bulgaria.
First rank pledge agreement on Monbat’s receivables on bank accounts held with the bank.
Utilized amount as of 31.12.2022 at the amount of BGN 11 206 694 or EUR 5 729 891
–
entirely short-term.
2. Eurobank Bulgaria AD
Contract No 339/07.12.2004
Maturity date: 01.09.2006
Loan amount: EUR 2 200 000
Type of credit: Credit line
Interest: Variable reference interest rate + mark-up
Collateral: Pledge on assets and inventories owned by Monbat AD
With annex from 16.06.2017 the amount of the loan was increased to BGN 18 971 401
Maturity date: 01.10.2023
Utilized amount as of 31.12.2022 at the amount of BGN 18 970 948
–
entirely short-term.
3. Eurobank Bulgaria AD
Contract No 100
-972 / 23.11.2010
Maturity date: 23.11.2011
Amount borrowed: EUR 1 000 000
Type of credit: Working capital
Interest: 3-month EURIBOR + mark-up
Collateral:
Real estate 1: ½ ideal part of land with identification N48489.282 on the cadastral map of
Montana, buildings and factories, warehouse currently owned by Monbat AD, approved
with Directive No RD
-18-19-/05.04.2006 of the Procurator of AK.
Real estate 2: ½ ideal part of land with identification N48489.282 on the cadastral map of
Montana, buildings and factories, warehouse currently owned by Monbat AD, approved
with Directive No RD
-18-19-/05.04.2006 of the Procurator of AK.
Pledges:
Pledge 1: Machines, installations and vehicles, located in the factory of Monbat AD in
Montana, 72 “Industrial” str.
Pledge
2:
Vehicle
weighing
machine
and
security
room
with
an
area
of
102
sq.m.,
according to documentary evidence and inventory number 300000003
Pledge 3: Unloading area, with an area of 1980 sq.m., according to documentary evidence
and property inventory number 3000000004.
A special pledge entered in the Central Register of Special Pledges- fixed assets, machinery
and equipment, movables.
There is annex from 29.07.2014 and the loan is transferred from EUR in BGN.
Maturity date: 30.09.2023
Amount borrowed: BGN 1 955 830
Type of credit: Credit line
Monbat AD
Separate financial statements
31 December 2022
51
Interest: Variable reference interest rate + mark-up
Collateral: Promissory Note for the amount of BGN 1 955 830
Utilized amount as of 31.12.2022 at the amount of BGN 1 914 246
–
entirely short-term.
4. DSK Bank EAD
Contract No
1675/16.09.2015
Maturity date: 10.09.2023
Loan amount: EUR
2 500 000
Type of credit: For working capital
Interest: 1 M EURIBOR + mark-up
Collateral: Pledge agreement on receivables and property, plant and equipment
Utilized amount as of 31.12.2022 at the amount of EUR 850 000 or BGN 1 662 455
–
entirely short-term.
5. DSK Bank EAD
Contract No
1674/16.09.2015
Maturity date: 10.09.2016
Loan amount: BGN
2 000 000
Type of credit: For working capital
Interest: Variable reference interest rate + mark-up
–
solely short-term.
With annex from 13.11.2019 a loan amount of up to BGN 9 000 000 is increased.
Maturity date: 10.09.2023
First rank pledge on the fixed assets of Monbat AD
Next in line special pledge on receivables.
Utilized amount as of 31.12.2022 at the amount of BGN 8 999 883
–
entirely short-term.
6. KBC bank EAD
Contract dated 09.11.2015
Maturity date: 15.12.2023
Loan amount: BGN 490 000
Type of credit: Overdraft
Interest: Variable reference interest rate + mark-up
Collateral:
No collateral
Utilized amount as of 31.12.2022 at the amount of BGN 470 321
–
entirely short-term.
7. Eurobank Bulgaria AD
Contract 359/2017 dated 05.10.2017
Loan amount: EUR 2 556 459
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Maturity date: 31.12.2022
Collateral: First pledge agreement for Monbat’s receivables from the third parties.
Utilized amount as of 31.12.2022 at the amount of BGN 3 504 102 or EUR 1 791 619
–
entirely short-term.
8. UBB AD
Contract 20F-00428 dated 10.04.2020
Maturity date: 31.12.2022
Loan amount: EUR 2 000 000
Type of credit: Credit line
Interest: 1 M EURIBOR + mark-up
Collateral: Pledge on receivables on all borrower's accounts opened in the bank; insurance
with BAEZ, covering the exposure under the contract up to EUR 2 million.
With an annex of 15.12.2020, the amount of the loan is divided into two sub-limits of 1
million euro with the right to draw down the first sub-limit until 31.12.2022 and final
Monbat AD
Separate financial statements
31 December 2022
52
repayment until 31.12.2022 and with the right to draw down the second sub-limit in case
of successful review, which the bank will carry out until 30.12.2022.
With an annex of 15.11.2022 the maturity date is extended to 31.01.2024
Utilized amount as of 31.12.2022 at the amount of BGN 3 910 003 or EUR 1 999 153
–
entirely long-term.
9. UBB AD
Contract dated 10.04.2020
Maturity date: 30.09.2026
Loan amount: EUR 13 000 000
Type of credit: Credit line
Interest: 6 M EURIBOR + mark-up
Collateral:
Another mortgage of land with an area of 38 665 m2, owned by Start AD and Monbat
Recycling EAD, together with the buildings and improvements built on it and the future
buildings planned for construction.
Another mortgage on land with an area of 11 343 m2, owned by Start AD and Monbat
Recycling EAD
Another mortgage of a building with an area of 3 510 m2, owned Monbat Recycling EAD
warehouse.
Special pledge on machinery, equipment and equipment, means of transport, business
inventory owned by Start AD
First special pledge of items and inventories, with a carrying amount of EUR 4 million,
owned by Start AD
Special pledge on receivables on all accounts of the borrower, opened with the bank..
With an annex of 15.12.2020 the amount of the loan was changed to EUR 10 000 000 and
the loan is divided into two sub-limits of TEUR 5 833 and TEUR 4 167 respectively with the
right to draw down the first sub-limit by 30.12.2020 and repayment of EUR 1 million on a
6-month basis starting on 30 January 2021 and with the right to draw down the second
sub-limit in case of successful review, which the Bank will carry out by 31.12.2022. In
case of successful review, the maturity date is 30.07.2025.
Utilized amount as of 31.12.2022 at the amount of BGN 11 734 980 or EUR 6 000 000 of
which BGN 3 911 660 (EUR 2 000 000) is short-term.
10. Investbank AD
Contract dated 21.07.2021
Maturity date: 26.03.2023
Loan amount: EUR 5 000 000
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Collateral:
First rank contractual mortgage of a property with an area of 39 998 sq. m., owned by
Monbat AD, for the purpose of building a bipolar battery manufactory.
First rank pledge on 50 829 042 shares in line with the Commercial Law with voting rights
with a nominal price of BGN 1, owned by Monbat AD as shares in Monbat Recycling EAD.
First rank pledge on current and future receivables available in all open accounts held by
Monbat AD.
With an annex dated 14.07.2022, the loan amount is increased to EUR 8 315 000.
Utilized amount as of 31.12.2022 at the amount of BGN 9 779 150 (EUR 5 000 000) -
entirely short-term.
Monbat AD
Separate financial statements
31 December 2022
53
11. Investbank AD
Contract dated 25.02.2022
Maturity date: 26.03.2023
Loan amount: EUR 5 000 000
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Collateral:
First-order contractual mortgage on land with an area of 782 m2, owned by Monbat
Recycling EAD. First-order pledge established on current and future receivables for the
balances in all accounts in Investbank opened by Monbat AD, Monbat Recycling EAD and
Prista Oil Holding EAD Financial risk insurance policy issued by BAEZ in favor of the bank,
with a credit limit of not less than EUR 4 000 000.
Utilized amount as of 31.12.2022 at the amount of BGN 9 779 150 (EUR 5 000 000) -
entirely short-term.
12.Bank credit card accounts
with credit limits BGN 50 000 and utilized amounts as of
31.12.2022 at the amount of TBGN 1.
According to the agreements concluded with DSK Bank EAD under contract No1674 /
16.09.2015
and
KBC
Bulgaria
EAD
under contract
of 25.02.2014,
Monbat
AD
should
maintain a covenant in connection with the consolidated net debt ratio of the Monbat Group
to EBITDA, which ratio should be lower than 3. The preliminary unaudited consolidated
financial statements of the Group show that the Company is in violation of this covenant.
The loan is short-term and this does not affect the classification in the separate financial
statements. Based on historical experience and in view of the long-term business relations
with the banks, the Company does not believe that such non-compliance would lead to
significant consequences.
19.2 Summary of loan contracts from other financial institutions:
13. UBB Interlease EAD
Contract dated 18.10.2019
Maturity Date: 19.11.2024
Amount of Credit:
EUR 1 271 250
Type of credit: credit line
Interest: Fixed interest
Collateral: assembly line for lead-acid accumulators and lead-acid furnace
Utilized amount to 31.12.2022 in the amount of EUR 466 094 or BGN 911 600, including
short-term part of BGN 497 000
14. UBB Interlease EAD
Contract dated 29.11.2019
Maturity Date: 29.12.2024
Amount of credit: EUR 219 999
Type of credit: credit line
Interest: Fixed interest
Collateral: Rectifier Systems Type CDR400/420V-8CH -4 pcs. and rectifier Systems Type
CDR400/360V-10CH -5 pcs.
Utilized amount to 31.12.2022 in the amount of EUR 87 836 or BGN 171 792 from which
BGN 86 000 is short-term.
15. UBB Interlease EAD
Contract dated 26.11.2021
Maturity Date: 26.11.2025
Amount of credit: EUR 420 366
Type of credit: credit line
Monbat AD
Separate financial statements
31 December 2022
54
Interest: Fixed interest
Collateral: 13 machines
Utilized amount to 31.12.2022 in the amount of EUR 248 575 or BGN 486 170 of which
BGN 155 000 is short-term.
16. UBB Interlease EAD
Contract dated 27.09.2022
Maturity Date: 31.10.2024
Amount of credit: EUR 114 735
Type of credit: credit line for fixed assets
Interest: 3M EURIBOR + mark-up
Collateral: Computer equipment
Utilized amount to 31.12.2022 in the amount of EUR 72 167 or BGN 141 146 of which BGN
91 548 is short-term.
17. UBB Interlease EAD
Contract dated 11.11.2022
Maturity Date: 30.04.2027
Amount of credit: EUR 1 094 544
Type of credit: credit line for fixed assets
Interest: 3M EURIBOR + mark-up
Collateral: Machines and equipment
Utilized amount to 31.12.2022 in the amount of EUR 54 677 or BGN 106 939
–
entirely
short-term.
20.
Government grants
In 2012,
Under Operational Program “Development of the competitiveness of the Bulgarian
economy 2007
–2013”, Monbat AD received a grant in the sum of
TBGN 4 227 under the
procedure “Technology upgrade in large enterprises”. The purpose of the grant is to invest
in new equipment for production of grating and plates for dry-charged and lead-acid
batteries.
In
2013,
Monbat
AD
won
a
project
under
Procedure
BG161PO003-1.1.07
“Implementation of innovations in enterprises”, OP “Development of the competitiveness
of the Bulg
arian economy” worth
TBGN 4 112. The value of the grant under the project
procedure is TBGN 2 053 and was received in 2015. The project is for the production of
two types of batteries with AGM technology - stationary batteries (telecommunication) and
car batteries with AGM technology.
The short-term and long-term part of the financing can be presented in the following way:
2022
2021
BGN ‘000
BGN ‘000
BGN ‘000
BGN ‘000
Current
Non-
Current
Current
Non-
Current
Government grants received for
non-current assets
204
295
188
465
204
295
188
465
Monbat AD
Separate financial statements
31 December 2022
55
2022
2021
BGN ‘000
BGN ‘000
On 1
st
January
653
1 321
Recognized in the separate statement of profit or loss (Note 26)
(154)
(668)
On 31
st
December
499
653
As of the date of approval of the report, there are no unfulfilled conditions related to these
grants.
21.
Convertible bonds and fair value of conversion option
The Company issued first order corporate convertible bonds with ISIN BG2100023170,
issued under the conditions of initial public offering as follows: Number of bonds: 28 015
(twenty-eight thousand and fifteen) with denomination EUR 1 000 (one thousand) each.
The issue Date: 20.01.2018; Maturity Date: 20.01.2025
Type of bonds: convertible, ordinary, registered, dematerialized, interest-bearing, freely
transferable, unsecured. Term to maturity: 84 (eighty-four) months.
Interest rate: floating rate of 6M EURIBOR plus premium of 300 basis points, but not less
than 3.00 % on an annual basis.
Interest payment date: 20 January and 20 July of each year until the Maturity Date. If the
Interest
Payment
Date
is
not
a
Business
Day,
the
Interest
Payment
Date
shall
be
postponed to the next Business Day.
Repayment: in three installments at the end of the 5th, the 6th, and the 7th year of the
life
of
the
bond;
at
20%,
30%
and
50%
of
the
nominal
value,
respectively,
which
corresponds
to
the
following
Interest
Payment
Dates:
20/01/2023,
20/01/2024
and
20/01/2025. In the event of conversion, the principal repayments will be calculated on the
basis of the current bond issue's nominal value at the date of the respective principal
payment. In this case, the last principal installment at the end of the 7th year will be
equalized
and
will
repay
the
entire
outstanding
nominal
value
of
the
issue,
if
such
outstanding nominal value exists.
Conversion option: Each bondholder may request the conversion of the bonds they hold
according to their current nominal amount at the Conversion Price on the 48th, 66th and
78th
month
after
issuance,
corresponding
to
the
following
Interest
Payment
Dates,
respectively:
20/01/2022,
20/07/2023
and
20/07/2024.
Conversion price: equal to 90% of the weighted average price of a MONBAT AD`s share
on the BSE for the six months preceding the respective conversion date if the conversion
option is exercised.
Minimum conversion threshold: 5% of the outstanding nominal amount of all Bonds on
each of the respective conversion dates.
Call option: The Company may redeem the residual outstanding part of the Bond issue on
the 60th
month after issuance at 101% of the current outstanding principal amount. The
date of the Call option corresponds with the interest and principal payment on the 60th
month or 20.01.2023 with the call option taking into account the corresponding 20%
principal instalment. The Company has not exercised the right to redeem the residual
outstanding part of the Bond issue on the 60th
month after issuance.
Monbat AD
Separate financial statements
31 December 2022
56
The convertible bond liabilities can be presented in the following way
2022
2021
BGN ‘000
BGN ‘000
Non-
current
Non-
current
Carrying amount of amortized bond liability
42 265
51 458
Fair value of conversion option
5 280
5 867
47 545
57 325
2022
2021
BGN
‘000
BGN ‘000
Current
Current
Carrying amount of amortized bond liability
10 959
-
10 959
-
The initial fair value of the conversion option of the convertible bond is assessed through
the valuation model that presumes that the price of a share of the Company follows
Brown’s motion. The valuation model uses an iterative Monte Carlo simulation using a
large number of sample results to approximate the aim solution. The fair value of the
convertible option falls within level 3 of the hierarchy of the fair value.
Further evaluations of the convertible option will be performed using the same model. In
2022, the Company has reported an income from the change in the fair value at the
amount of TBGN 578. The amount is included under art. “Financial instruments income”
in the Statement of profit or loss (2021: TBGN 578).
The fair values of the conversion options in the 48
th
, 66
th
& 78
th
months after the bond
issuance have been assessed. The conversion option has not been exercised on month 48.
The fair value of the conversion option is subtracted from face value of the bond obligation
and the residual value is assigned to the debt host liability component which is measured
at amortized cost using the effective interest method.
For the remaining embedded features (e.g., call option (with regards to prepayment) and
floor option (with regards to minimal level of interest rate), the Company concluded they
are closely related to host contract. The difference in the amortized cost of debt host
contract including cash flows resulting from executing the call option (at each date for
which it is applicable) was assumed as insignificant compared to amortized cost of debt
host contract before relevant call option execution. Floor options were assessed as not
being in-the-money at initial recognition date, i.e., options strike price (6M EURIBOR plus
300 b.p.) was assessed as being lower than interest rate level required for comparable
plain vanilla debt.
Transaction costs related to the conversion option derivative liability component to the
amount
of
TBGN
47
have
been
expensed
as
part
of
“Interest
Expenses”
in
2018.
Transaction costs to the amount of TBGN 353 related to the liability component of the
Bond are included in the carrying amount of the liability component and are amortized
over the life of the convertible bond note using the effective interest method.
The calculated and applied effective interest rate on the bond liability component carried
at amortized costs is equal to app. 6% per annum.
Monbat AD
Separate financial statements
31 December 2022
57
The initial time horizon for calculation of the effective interest rate was 5 years from the
bond obligation issue since the Management expected that the call option at year 5 of the
bond obligation will be exercised.
On the basis of the prepared business plan, change in the cash flows related to the
convertible bond and the respective recalculation of the carrying amount of the convertible
bond as of 31.12.2021, the Company recognizes a one-off profit at the amount of TBGN
1 737
which is presented under art. “Financial
instruments i
ncome” in the
Statement of
profit or loss.
In 2022, as a result of a change in market conditions - an increase in the 6M EURIBOR
interest rate, the Company has recalculated the amortised cost of the bond debt. The
revised effective interest rate starting from 2022 is approximately 8% per annum. The
recalculation
of
the
debt
at
the
revised
effective
interest
rate
does
not
require
the
recognition of a one-off effect in the Profit or loss statement in 2022.
The applicable accounting policy is reported under note 3.13. Note 34 provides information
concerning the financial period in which the Company has generated income related to the
convertible bond & convertible option.
22.
Trade payables
2022
2021
BGN ‘000
BGN ‘000
Payables to suppliers
11 282
14 151
23.
Tax liabilities
2022
2021
BGN ‘000
BGN ‘000
Tax on expenses
29
51
Withholding tax
22
10
Other taxes
22
65
73
126
24.
Contract liabilities and other liabilities
24.1 Contract liabilities
2022
2021
BGN '000
BGN ‘000
Advances received
3 729
1 619
Contract liabilities
3 729
1 619
Monbat AD
Separate financial statements
31 December 2022
58
24.2 Other liabilities
2022
2021
BGN ‘000
BGN ‘000
Advances received for the sale of subsidiary
5 866
-
Interest payables on convertible bond
859
739
Dividends payables to shareholders
35
42
Other short-term liabilities
16
101
Other liabilities
6 776
882
"Advances received, related to the sale of subsidiary" includes TBGN 5 866 received in the
form of a non-refundable deposit in connection with an agreement to sell 100% of the
Company's investment in Monbat Holding GmbH. The agreement has been entered into
with Britishvolt and is for a total consideration of TEUR 36 000, comprising cash as well as
the issue of ordinary shares in the capital of Britishvolt. As at 31 December 2022, the
transaction has not been completed and there has been no change in the intention of the
Company's management to complete the sale.
For these reasons, the Company does not
consider
it
reasonable
to
recognize
revenue
related
to
the
non-refundable
advances
received. See note 7.1.
24.3 Fair value of hedging instruments
2022
2021
BGN ‘000
BGN ‘000
Fair value of lead LME swap
364
-
Other liabilities
364
-
In 2022 the Company has used LME lead cash flow swap transactions, negotiating a fixed
reference price to limit the risk of a decline in the London Metal Exchange lead index,
which would impact the selling price of the Company's production. The open transactions
as at 31 December 2022 have been measured at fair value and, as a result, the Company
is reporting a liability under a derivative instrument.
25.
Revenue from contracts with customers
2022
2021
BGN ‘000
BGN ‘000
Type of revenue
Revenue from sale of finished goods
235 499
269 473
Revenue from sale of goods
85 409
77 192
Revenue from sale of materials
3 108
2 683
Revenue from rendering of services
2 988
1 527
Other revenue
3
135
Total revenue from contracts with customers
327 007
351 010
In 2022, the sale of materials to related parties amounting to TBGN 50 339 (2021: TBGN
43 471) and reinvoiced services amounting to TBGN 188 (2021
–
TBGN 265) were reported
net of the carrying amount of materials sold and reported materials costs and reinvoiced
expenses and the realized profit of the transactions to the amount of TBGN 46 (2021
–
TBGN 114)
is included in line “Revenue from rendering of services”.
See note 3.6.
Monbat AD
Separate financial statements
31 December 2022
59
2022
2021
BGN ‘000
BGN ‘000
Geographic markets
Bulgaria
46 092
51 454
Germany
30 477
32 513
Other countries
250 438
267 043
Total revenue from contracts with customers
327 007
351 010
2022
2021
BGN ‘000
BGN
‘000
A point in time for revenue recognition
Finished goods and materials transferred
at a certain point in time
324 016
349 348
Services transferred over time
2 988
1 527
Other income transferred at a certain point in time
3
135
Total revenue from contracts with customers
327 007
351 010
The Board of Directors of Monbat AD is the chief operational decision maker. The chief
operational decision maker determines the operating segments based on the production
activity of the Company. The Board of Directors monitors the performance of its business
units separately for the purposes of decision-making regarding the allocation of resources
and evaluation of performance. The information on revenues by segments of districts can
be analyzed for the presented reporting periods as follows:
2022
Starter
and
stationary
batteries
Technological
waste and
semi-finished
goods
Materials
Services
Other
Total
2022
BGN ‘000
BGN ‘000
BGN ‘000
BGN
‘000
BGN
‘000
BGN
‘000
Segment
revenue:
296 972
23 936
3 108
2 988
3
327 007
2021
Starter
and
stationary
batteries
Technological
waste and
semi-finished
goods
Materials
Services
Other
Total
2021
BGN ‘000
BGN ‘000
BGN ‘000
BGN
‘000
BGN
‘000
BGN
‘000
Segment
revenue:
314 851
31 814
2 683
1 527
135
351 010
In 2022 and 2021 the Company did not have any major customers that would account for
10% or more of the total revenue.
Monbat AD
Separate financial statements
31 December 2022
60
Contract balances
2022
2021
BGN ‘000
BGN ‘000
Trade receivables (refer to note 12)
44 725
50 345
Trade receivables from related parties (refer to note
37)
93 384
88 746
Contract liabilities (refer to note 24.1)
(3 729)
(1 619)
Trade receivables are noninterest-bearing and are usually settled between 0 and 90 days.
Contract liabilities represent short-term advance payments received for providing finished
goods.
In 2022 the Company recognized revenues from contracts with customers, which were
included in the contract liabilities at the beginning of the period, amounting to TBGN 1 578
(2021
–
TBGN 477).
In 2022 and 2021 the Company has not reported revenue from contracts with customers
recognized during the reporting periods from performance obligations that have been
satisfied (or partially satisfied) in previous periods (for example, changes in the transaction
price).
Performance obligations
The
information about the Company’s performance obligations is summarized below:
Battery production
The Company manufactures and sells a wide range of starter and stationary batteries on
the market. Revenue from sales of finished goods is
recognized when control of the
products has been transferred and there is no unsatisfied obligation that could affect the
customer's
acceptance
of
the
products.
The
performance
obligation
is
satisfied
upon
delivery of the finished good, when the products are shipped to the specific place, the risks
are transferred to the customers who have accepted the products in accordance with the
sales contract, acceptance provisions have expired, or the company has objective evidence
that all criteria for acceptance are met.
Sales are made with a payment term of 0 to 90 days, which is in line with market practice,
and do not lead to the recognition of a significant financing component.
Some contracts provide the customers with a right to return and volume rebates, which
gives rise to variable remuneration subject to restriction. The Company's obligation to
repair or replace defective products under standard warranty conditions is recognized as
a provision under IAS 37 (see Note 17).
Production of by-products and semi-finished products
The performance obligation is satisfied upon delivery of the products. Sales are made with
a payment term of 30 days, and do not lead to the recognition of a significant financing
component.
Monbat AD
Separate financial statements
31 December 2022
61
Materials and others
The performance obligation is satisfied upon delivery of materials. Sales are made with a
payment period of 30 to 60 days, and do not lead to the recognition of a significant
financing component.
Services
The
performance
obligation
is
satisfied
over
time,
the
payment
is
usually
due
upon
completion of the service and its acceptance by the client. Some contracts require short-
term advances before a service can be provided.
26.
Other operating income
2022
2021
BGN ‘000
BGN ‘000
Revenue from financing under program for compensating
commercial end clients of electricity
7 869
782
Revenue from financing in connection to investment
programs (Note 20)
154
668
Receivables written-off
-
1
Others
71
99
8 094
1 550
The main part of the other operating income of the Company are beyond the scope of IFRS
15 and are recognized according to other standards.
“Revenue
from
financing
under
program
for
compensating
commercial
end
clients
of
electricity” at the amount of TBGN 7 869 in 2022 and TBGN 782 in 2021 is related to
governmental grant under Council of Ministers’ Decree (CMD) No 739, amended with
Decree No771 on 06.11.2021. The aim of the program
is to alleviate commercial clients’
electricity burdens & support them with overcoming the consequences of the substantial
& unfavorable volatilities in the prices of electricity.
27.
Cost of materials
2022
2021
BGN ‘000
BGN ‘000
Raw materials
(180 957)
(202 242)
Electricity
(16 601)
(9 359)
Fuels and lubricants
(4 712)
(2 025)
Spare parts and accessories
(1 529)
(1 757)
Packaging and other materials
(307)
(289)
Other costs
(859)
(842)
(204 965)
(216 514)
Monbat AD
Separate financial statements
31 December 2022
62
28.
Cost of materials and cost of goods sold and other current assets
2022
2021
BGN ‘000
BGN ‘000
Goods from Start AD
76 376
69 317
Materials
1 323
541
Other goods
171
7
77 870
69 865
29.
Hired Services expenses
2022
2021
BGN ‘000
BGN ‘000
Distribution expenses
(16 991)
(15 504)
Other consulting services
(1 080)
(1 085)
Repair & maintenance expenses
(708)
(874)
Insurances
(656)
(826)
Subscription fees (telephone, internet & others)
(514)
(475)
Fees on civil contracts
(364)
(408)
Governmental fees, customs duties & others
(474)
(385)
Advertising expenses
(439)
(265)
Rent expenses
(145)
(178)
Audit expenses
(197)
(160)
Other expenses
(1 272)
(2 410)
(22 840)
(22 570)
In other expenses, the costs of toll, box & lids manufacturing, delivery services, other
services (incl. security), expenses for reinvoicing and others are included.
The remuneration of the independent auditors for 2022 amount to TBGN 197. During the
year, there were not any tax consultation services or other services unrelated to the audit.
These financial statements are prepared in line with the requirements under art. 30 of the
Accountancy Act.
30.
Gain on the sale of non-current assets
2022
2021
BGN ‘000
BGN ‘000
Sales revenue
51
97
Carrying amount of the non-current assets sold
(42)
(73)
Gain on the sale of non-current assets
9
24
Monbat AD
Separate financial statements
31 December 2022
63
31.
Other expenses
2022
2021
BGN ‘000
BGN ‘000
Business trips
(319)
(189)
Representation expenses
(284)
(219)
Inventory written-off
(275)
(575)
Receivables written-off
(130)
(89)
Donations
(20)
(33)
Provisions for warranty service
(4)
(814)
Others
(965)
(1 019)
(1 997)
(2 938)
Other costs include VAT for personal use, social costs, penalty costs, sampling costs & etc.
32.
Finance income and finance cost
Finance costs for the presented reporting periods can be analyzed as follows:
2022
2021
BGN ‘000
BGN ‘000
Costs for borrowings at amortized cost:
Bank loans at amortized cost:
(2 129)
(1 640)
Loans from other financial institutions
(62)
(40)
Bond
(3 529)
(3 080)
Total interest expenses for financial liabilities not at
fair value through profit or loss
(5 720)
(4 760)
Interest expense on lease liabilities (note 8)
(92)
(36)
Other finance costs
(792)
(1 078)
Finance costs
(6 604)
(5 874)
Finance income may be analyzed as follows for the presented reporting periods:
2022
2021
BGN ‘000
BGN ‘000
Interest income on financial assets carried at amortized
cost
1 572
1 572
Total interest income for financial assets not at fair
value through profit or loss
1 572
1 572
Other financial instruments
–
derivatives
516
-
Finance income
2 088
1 572
The proportional coupon payments calculated at the coupon rate of the obligation for bonds
for 2022 amounted to TBGN 1 763 (2021: TBGN 1 643). The total interest expense on the
obligation is TBGN 3 529 (2021: TBGN 3 080). The difference between coupon payments
and calculated interest expense is due to the effective interest rate due to the expected
fair value of the Conversion option (note 21).
Other financial instruments –
derivatives represent the net effect of commodity swap
transactions entered into in 2022 to hedge the downside risk in the LME Lead Index. The
effect
of
completed
transactions
is
reported
on
a
cash
flow
exchanged
basis.
Open
transactions at the period end are reported against their fair value (see note 24.3)
Monbat AD
Separate financial statements
31 December 2022
64
33.
Other financial items
2022
2021
BGN ‘000
BGN ‘000
Loss from exchange differences on receivables and
payables
645
524
Other financial income
2
8
Other financial items
647
532
34.
Financial instruments income
2022
2021
BGN ‘000
BGN ‘000
Changes in the fair value of a conversion option, through
fair value as profit or loss
589
587
Income from sale of investments
485
-
Profit from the recalculation of the cash flows of a bond
-
1 737
Financial instruments income
1 074
2 324
In 2022, as a result of a change in market conditions - an increase in the 6M EURIBOR
interest rate, the Company has recalculated the amortized cost of the bond debt. The
revised effective interest rate starting from 2022 is approximately 8% per annum. The
remeasurement of the debt at the revised effective interest rate does not require the
recognition of a one-off effect in the Profit or loss statement in 2022.
Note 21 provides information on the carrying value of the bond and the conversion option.
The gain on sale of investment relates to the sale of a 7.2% interest in the Italian company
COBAT s.p.a. to a third party. The total sale price is TBGN 1 956.
35.
Earnings per share and dividends
35.1 Earnings per share
Basic earnings per share have been calculated using the profit attributed to shareholders
of the Company as the numerator.
The weighted average number of shares used for the calculation of basic and diluted
earnings per share, as well as the net profit attributable to ordinary shareholders, is
presented as follows:
Monbat AD
Separate financial statements
31 December 2022
65
2022
2021
Profit attributable for the purposes of calculating basic
income per share (BGN)
1 219 000
1 196 000
Effect from potential shares with reduced value:
Interest on a convertible bond loan (net of tax effect)
3 176 000
2 772 000
Profit attributable to the purpose of calculating diluted
earnings per share:
4 395 100
3 968 000
Weighted average number of shares for the purposes of
calculating basic income per share
38 993 378
39 000 000
Effect from potential shares with reduced value:
Convertible Bond Loan
11 102 853
9 040 666
Weighted average number of shares for the purpose of
calculating diluted earnings per share
50 096 231
48 040 666
Basic earnings per share (BGN per share)
0.03
0.03
The potentially ordinary shares are treated as diluted shares only if their conversion into
ordinary shares would reduce the profit or increase the loss of a share from continuing
ordinary
activities.
The
effect
of
the
conversion,
exercise
of
rights
or
other
issue
of
potential ordinary shares that would be directed against a reduction in the amount of net
earnings per share is not taken into account in the calculation of the net earnings per
diluted share.
Based on the calculations made, the Company has estimated that the issue of a convertible
bond loan and its conversion into ordinary shares would increase the profit, so it does not
disclose earnings per diluted shares.
35.2 Dividends
At the General Meeting of the Shareholders, which took place on 14
th
June 2022, a decision
has been taken to distribute a dividend at the amount of TBGN 5 500, which is part of the
profit for 2021 at the amount of TBGN 1 195 and previous years at the amount of TBGN
4 304. This amount represents a payment of BGN 0.14 per share.
As of 31.12.2022, the Company has paid out a dividend at the amount of TBGN 5 434.
At the General Meeting of the Shareholders, which took place on 10
th
June 2021, a decision
has been taken to distribute a dividend at the amount of TBGN 7 000, which is part of the
profit for 2020 at the amount of TBGN 5 356 & 2019 at the amount of TBGN 1 643. This
amount represents a payment of BGN 0.18 per share.
As of 31.12.2021, the Company has paid out a dividend at the amount of TBGN 6 990.
36.
Related party transactions
The Company's related parties include its shareholders, subsidiaries, companies under
common control, key management and others as described below.
Unless otherwise stated, none of the transactions incorporate special terms and conditions
and no guarantees were given or received. Outstanding balances are usually settled by
bank accounts. The related parties of the Group are described below:
Monbat AD
Separate financial statements
31 December 2022
66
Related party
Country
Type of relation
Prista Oil Holding EAD
Bulgaria
Parent company
Prista Oil Group B.V.
The Netherlands
Ultimate parent company
Atanas Stoilov Bobokov
Bulgaria
Person exercising joint
control over the Parent
Company
Plamen Stoilov Bobokov
Bulgaria
Person exercising joint
control over the Parent
Company
YU Monbat
Serbia
Subsidiary
Start AD
Bulgaria
Subsidiary
MONBAT RECYCLING
Romania
Subsidiary
MONBAT DOO
Serbia
Subsidiary
Energy Batteries
Nigeria
Subsidiary
Monbat New Power AD
Bulgaria
Subsidiary
Monbat Recycling EAD
Bulgaria
Subsidiary
Monbat OOD
Romania
Subsidiary
Monbat Sped EOOD
Bulgaria
Subsidiary
Monbat Holding
Germany
Subsidiary
Monbat New Power Germany
Germany
Subsidiary
EAS Germany
Germany
Subsidiary
Monbat Italy Srl
Italy
Subsidiary
Piombifera Italiana
Italy
Subsidiary
STC SRL Italy
Italy
Subsidiary
Monbat Immobilien GmbH
Austria
Subsidiary
ART Monbat
Bulgaria
Subsidiary
Monbat SA Proprietary Ltd
South Africa
Subsidiary
Monbat Batterien Gmbh
Austria
Subsidiary
Monbat NBP EAD
Bulgaria
Subsidiary
Societe Nouvelle des Accumulateurs
Nour
Tunisia
Subsidiary
Société NOUR Distribution
Tunisia
Subsidiary
Société Technique et Ingénierie de
Précision
Tunisia
Subsidiary
Société NOUR des Batteries
Industrielles
Tunisia
Subsidiary
Société NOUR Recycling
Tunisia
Subsidiary
Leventa OOD
Bulgaria
Associate
Chavdar Donchev Danev
Bulgaria
Member of the BoD of
Monbat AD
Viktor Stanimirov Spiriev
Petar Hristov Petrov
Bulgaria
Member of the BoD of
Monbat AD
Kyle Anderson
Bulgaria
Member of the BoD of
Monbat AD
Florian Huth
Germany
Member of the BoD of
Monbat AD
Petar Nikolov Bozadzhiev
Bulgaria
Member of the BoD of
Monbat AD
Evelina Pavlova Slavcheva
Bulgaria
Member of the BoD of
Monbat AD
Monbat Trading OOD
Bulgaria
Other related party and a
shareholder
PRISTA INVEST 2016 AD
Bulgaria
Other related parties
Alliance Energy Companies AD
Bulgaria
Other related parties
Torlashka sreshta EOOD
Bulgaria
Other related parties
Monbat Eco Projects OOD
Bulgaria
Other related parties
Monbat AD
Separate financial statements
31 December 2022
67
36.1.
Transactions with parent company
2022
2021
BGN ‘000
BGN ‘000
Prista Oil Holding EAD
- sale of services
9
34
- sale of finished goods
170
-
- sale of goods
16
-
- purchase of materials
20
21
- purchase of services
24
27
- interest accrued
739
703
- dividend paid
2 350
2 991
- deposit refunded
-
314
36.2.
Transactions with subsidiaries
2022
2021
BGN ‘000
BGN ‘000
Start AD
- sale of production
4 751
3 978
- sale of goods
-
19
- sale of services and other
47
116
- purchase of materials
7 389
6 849
- purchase of goods
76 066
69 628
- purchase of services
10
-
- purchase of non-current assets
37
-
- other purchases
1
6
In 2022, sales of materials to related parties at the amount of TBGN 49 582 (2021: TBGN
43 471) and invoiced services at the amount of TBGN 188 (2021: TBGN 265) are recorded
net of the carrying amount of the sold materials and the reported costs of materials and
the invoiced costs and the profit from the transactions at the amount of TBGN 46 (2021:
TBGN 114) is included under "Sale of services".
2022
2021
BGN ‘000
BGN ‘000
Monbat DOO Serbia
- purchase of materials
51 264
42 581
- purchase of services
12
14
Monbat SA Proprietary Limited
- sale of goods
353
189
- sale of production
1 604
993
- sale of services
27
-
- interest accrued
39
39
YU Monbat Serbia
- sale of production
2 682
4 145
- sale of goods
667
628
Monbat Recycling Romania
- purchase of materials
50 430
48 496
- purchase of services
107
156
Monbat AD
Separate financial statements
31 December 2022
68
2022
2021
BGN ‘000
BGN ‘000
Monbat Recycling EAD
- rendering of services
496
198
- sale of materials
1 710
1 757
- sale of other (lead-containing semi-finished/technological
waste)
23 397
27 778
- purchase of materials
76 305
82 289
- purchase of services
173
229
- purchase of other
117
90
In 2022, sales of materials to Monbat Recycling Romania at the amount of TBGN 758
(2021: TBGN 858) are generated net from the carrying amount of the sold materials and
incurred expenses for materials. There is no profit recorded from the sales.
Monbat OOD Romania
- sale of production
1 929
1 741
- sale of goods
286
423
Monbat Holding Germany
- loan granted
-
2 181
- interest accrued
27
45
- repayment of loan
1 878
978
Monbat Sped
- repaid loan, incl. the interest
124
148
- interest accrued
18
21
- purchase of services
2 266
1 444
- purchase of materials
11
10
- other purchases
1
1
- rendering of services
25
1
- sale of materials
1
6
- sale of goods
6
3
ART Monbat
- loan granted
1 184
427
- interest accrued
169
125
- purchase of materials
28
-
- purchase of services
-
9
- purchase of assets
-
7
- rendering of services
2
4
Monbat Tunisia BV
- loan granted
20
29
- repaid loan
1
-
- interest accrued
1
4
Energy Batteries Nigeria
- rendering of services
29
15
- sale of production
1 324
706
Monbat Immobilien GmbH
- loan granted
292
78
- repaid loan, incl interest
-
7 958
- interest accrued
9
144
Monbat AD
Separate financial statements
31 December 2022
69
36.3 Transactions with other related parties
2022
2021
BGN ‘000
BGN
‘000
Prista Invest 2016 AD
- loan granted
1 580
2 114
- interest accrued
89
7
Aliance Energy Companies AD
- loan granted
700
-
- interest accrued
1
-
Torlashka Sreshta EOOD
- interest accrued
6
6
Monbat Trading OOD
- purchase of goods & services
3 456
2 107
- dividend distribution
388
494
- sales of services
48
48
- advance provided
703
-
- repaid loan
594
212
- interest accrued
125
141
- interest paid
126
268
36.4 Transactions with key management personnel
The key management personnel includes the Board of Directors of the Company as well
as
the
procurators.
Key
management
personnel
remuneration
includes
the
following
expenses:
2022
2021
BGN ‘000
BGN ‘000
Monbat Batterien GmbH Austria
- loan granted
-
49
- interest accrued
-
10
- sale of production
-
197
Monbat NBP
- loan granted
150
1 450
- repaid loan
-
900
- interest accrued
148
134
Societe Nouvelle des Accumulateurs Nour
- purchase of materials
444
-
- sale of materials
496
-
- sale of production
233
-
- sale of services
90
-
Societe Nour Distribution
- sale of materials
120
-
- sale of production
282
-
- sale of services
16
-
Monbat AD
Separate financial statements
31 December 2022
70
2022
2021
BGN ‘000
BGN ‘000
Short-term employee benefits:
Salaries incl. bonuses
1 809
2 046
Social security expenses
21
29
Company car allowance
33
31
Total remuneration
1 863
2 106
37.
Related party balances at year-end
37.1.
Current receivables from related parties
Note
2022
2021
BGN ‘000
BGN ‘000
Current receivables from subsidiaries
37.1.1
53 353
54 249
Current receivables from the Parent
Company
37.1.2
23 126
22 205
Current receivables from members of the
BoD of Monbat AD and persons exercising
joint control over the parent company
37.1.3
5 911
5 733
Current receivables from other related
parties
37.1.4
8 994
6 559
Current receivables from related
parties
93 384
88 746
Monbat AD
Separate financial statements
31 December 2022
71
37.1.1 Current receivables from subsidiaries
2022
2021
BGN ‘000
BGN ‘000
Receivables from subsidiaries:
- Monbat Recycling EAD
–
trade receivables
11 624
10 595
- Monbat Recycling EAD
–
receivables from cession
contracts
19 615
19 615
- Monbat Recycling EAD
–
dividend receivables
8 455
8 455
- Monbat Sped EOOD
–
funds provided
486
586
- Monbat Sped EOOD - interest
10
15
- ART Monbat
–
trade receivables
1
1
- ART Monbat
–
loan
4 921
3 539
- ART Monbat
–
interest
410
241
- MONBAT NBP
–
funds provided
2 700
2 550
- MONBAT NBP
–
interest
293
146
- MONBAT DOO Serbia
–
subsidiaries related interest
356
356
- YU Monbat
–
trade receivables
755
1 123
- Monbat Romania OOD
–
trade receivables
397
95
- Monbat Holding Germany
–
funds provided
-
1 790
- Monbat Holding Germany
–
interest
10
68
- Piombifera Italiana
–
trade receivables
1
1
- MONBAT SA Prop. Ltd
–
trade receivables
856
704
- MONBAT SA Prop. Ltd
–
funds provided
978
978
- MONBAT SA Prop. Ltd
–
interest
78
39
- Energy Battery Nigeria
–
trade receivables (net of
accumulated impairment at the amount of TBGN 2 434 as
of 31.12.2022)
2 702
3 199
- Monbat Immobilien
–
interest (net of impairment)
-
8
- Societe Nouvelle des Accumulateurs Nour
–
trade
receivables
338
-
- Societe Nour Distribution
–
trade receivables
367
-
- Monbat Tunisia
–
funds provided
-
137
- Monbat Tunisia
–
interest
-
8
Total current receivables from subsidiaries
55 353
54 249
37.1.2 Current receivables from the Parent Company
2022
2021
BGN ‘000
BGN ‘000
- Prista Oil Holding EAD
–
deposit
20 030
20 030
- Prista Oil Holding EAD
–
interest
2 841
2 102
- Prista Oil Holding
–
trade receivables
255
73
Current receivables from the Parent Company
23 126
22 205
Monbat AD
Separate financial statements
31 December 2022
72
37.1.3 Current receivables from members of the BoD of Monbat AD and persons
exercising joint control over the Parent Company
2022
2021
BGN ‘000
BGN ‘000
- Plamen Bobokov- funds granted
1 830
1 830
- Plamen Bobokov
–
interest
264
200
- Atanas Bobokov
–
funds granted
3 269
3 269
- Atanas Bobokov
–
interest
548
434
Current receivables from members of the BoD of
Monbat AD and persons exercising joint control over
the Parent Company
5 911
5 733
37.1.4 Current receivables from other related parties
2022
2021
BGN ‘000
BGN ‘000
Receivables from other related parties
- Monbat Trading OOD- trade receivables
707
5
- Monbat Trading OOD
–
funds provided
3 276
3 870
- Monbat Trading OOD - interest
10
12
- Monbat Eco Projects OOD
–
funds provided
222
222
- Monbat Eco Projects OOD
–
interest
56
47
- Torlashka sreshta
–
funds provided
160
160
- Torlashka sreshta
–
interest
22
16
- Torlashka sreshta
–
trade receivables
8
8
- Prista Invest 2016
–
funds provided
3 695
2 114
- Prista Invest 2016
–
interest
96
7
- Societe Nouvelle des Accumulateurs Nour
–
trade
receivables
-
98
- Alliance Energy Companies AD
–
funds provided
700
-
- Alliance Energy Companies AD
–
interest
1
-
- Holdco Investment
–
funds provided
40
-
- Holdco Investment
–
interest
1
-
Current receivables from other related parties
8 994
6 559
Monbat AD
Separate financial statements
31 December 2022
73
The main
contracts for loans granted to related parties are presented as follows:
1.
Prista Oil Holding EAD
Contracts dated 2013
Deposits granted to Prista Oil Holding EAD
Utilized principle: TBGN 17 594
Credit term: 31.05.2025
Interest: 6 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 12 045
Repayment: no repayment plan
•
Contracts dated 2014
Deposits granted to Prista Oil Holding EAD
Utilized principle: TBGN 2 900
Credit term: 31.05.2025
Interest: 6 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 2 900
Repayment: no repayment plan
With annex from 01.06.2015 the interest rate has been changed to 4%. All the
other conditions of the loan contracts are re-negotiated under the same conditions.
•
Contracts dated 2017
Deposits granted to Prista Oil Holding EAD
Utilized principle: TBGN 5 085
Credit term: 31.05.2025
Interest: 4 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 5 085
Repayment: no repayment plan
With an agreement dated 01.02.2019, the value of the deposit was increased by the
value of the interest on the deposits in the amount of TBGN 2 987.
On 01.02.2019 an additional agreement was signed with respect to deposit contracts
between Prista Oil Holding EAD and Monbat AD. With the agreement:
1. The maturity term of the loans was changed to be repayable on demand but no later
than 20.01.2025
2. The applicable interest rate on the deposits was changed to 6M EURIBOT plus a mark-
up of 3.5%.
3. The accrued and unpaid interest expense was capitalized as part of the outstanding
deposits.
The recoverability of the receivables from the parent company Prista Oil Holding EAD
(at the amount of TBGN 23 125) was assessed based on a recoverability scenario, which
includes repayment based on cash flows generated by the operating activities of the
company, cash flows generated from investing and financing activities for a five-year
period
which
also
include
the
expected
dividend
income
(Monbat
Group's
dividend
distribution capacity estimate based on its projected cash flows over a five-year period)
and loan proceeds. In assessing the recoverability of the receivables from the parent
company, the contractual guaranteed agreement related to shares of Project Ruse AD,
property of Atanas Bobokov and Prista Old Holding EAD, is considered. The monetary
value of this agreement concluded between the Company and Prista Oil Holding EAD is
equivalent to net exposition of the receivables of the Company from Prista Oil Holding
EAD, Prista Invest 2006 AD, Atanas Bobokov and Plamen Bobokov (TBGN 32 827).
Monbat AD
Separate financial statements
31 December 2022
74
2.
Monbat Eco Projects
•
Contracts dated 2016
Utilized principal: TBGN 222
Credit term: 31.12.2022
Interest: 4 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 222
Repayment: no repayment plan
3.
Monbat Sped EOOD
•
Contracts dated 2018
Utilized principal: TBGN 396
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 96
Repayment: no repayment plan
•
Contracts dated 2019
Utilized principal: TBGN 390
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 390
Repayment: no repayment plan
4.
ART Monbat
•
Contracts dated 2019
Utilized principal: TBGN 2 869
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022 - TBGN 2 869
Repayment: no repayment plan
•
Contracts dated 2021
Utilized principal: TBGN 670
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022 - TBGN 670
Repayment: no repayment plan
•
Contracts dated 2022
Utilized principal: TBGN 1 382
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022 - TBGN 1 184
Repayment: no repayment plan
Monbat AD
Separate financial statements
31 December 2022
75
5.
Monbat Trading OOD
•
Contracts dated 2019
Utilized principal: TBGN 3 000
Credit term: on demand but not later than 01.12.2024
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN
2 191
Repayment: no repayment plan
•
Contracts dated 2020
Utilized principal: TBGN 1 082
Credit term: on demand but not later than 01.12.2024
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 1 082
Repayment: no repayment plan
6.
Monbat Immobilien
•
Contracts dated 2019
Utilized principal: TBGN 7 025
Credit term: 31.12.2020
Interest: 4.0 % annual interest rate
Balance on the principal as of 31.12.2022
–
net of impairment TBGN 0.00
Repayment: no repayment plan
•
Contracts dated 2020
Utilized principal: TBGN 303
Interest: 4.0 % annual interest rate
Balance on the principal as of 31.12.2022
–
net of impairment TBGN 0.00
Repayment: no repayment plan
•
Contracts dated 2022
Utilized principal: TBGN 292
Interest: 4.0 % annual interest rate
Balance on the principal as of 31.12.2022
–
net of impairment TBGN 0.00
Repayment: no repayment plan
7.
Monbat SA Proprietary Limited Tunisia
•
Contracts dated 2019
Utilized principal: TBGN 978
Credit term: 31.12.2022
Interest: 4.0 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 978
Repayment: no repayment plan
8.
Torlashka sreshta
•
Contracts dated 2019
Utilized principal: TBGN 160
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 160
Repayment: no repayment plan
Monbat AD
Separate financial statements
31 December 2022
76
9.
Alliance Energy Companies AD
•
Contracts dated 2022
Utilized principal: TBGN 700
Credit term: 31.12.2022
Interest: 4.0 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 700
Repayment: no repayment plan
10.
Atanas Bobokov
•
Contracts dated 2018, 2019 and annexes to them
Utilized principal: TBGN 4 136
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 3 219
Repayment: no repayment plan
•
Contract dated 2020
Utilized principal: TBGN 50
Credit term: 28.02.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 50
Repayment: no repayment plan
11.
Plamen Bobokov
•
Contracts dated 2018, 2019 and annexes to them
Utilized principal: TBGN 2 080
Credit term: 31.12.2022
Interest: 3.5 % annual interest rate
Balance on the principal as of 31.12.2022
–
TBGN 1 830
Repayment: no repayment plan
On 15.03.2023 the Board of Directors of Monbat AD has made a decision after receiving
an invitation/ proposal from the debtors to renegotiate the term of loans granted and
maturing as of 31.12.2022 to Atanas Bobokov, Plamen Bobokov, Torlashka sreshta and
Monbat Eco Projects with a new maturity date as of 31.12.2023 and revised interest rate
of 6M EURIBOR plus a mark-up of 3.5%.
The loans were renegotiated with an additional agreement on 15.03.2023.
Loans to subsidiaries maturing as of 31.12.2022 are in the process of renegotiation and
their maturity is expected to be extended by the remaining amount of the outstanding
liability as of the date of annexation.
Management has reviewed recoverability of related party receivables, taking into account
the specific business plans for the development of the respective companies, the collateral
provided and the historical experience of the Company with credit losses from related
parties by including forecast information.
In view of the expected developments in the business activities of the subsidiary Energy
Battery Nigeria the Company recorded an impairment of TBGN 1 000 (2021: TBGN 300).
The
Company
has
also
recorded
an
impairment
of
its
receivables
and
from
Monbat
Batterien GmbH and Monbat Immobilien at the amount of TBGN 0 (2021: TBGN 206) and
TBGN 318 (2021: TBGN 99) respectively.
Monbat AD
Separate financial statements
31 December 2022
77
Altogether, in 2022, the Company has reported impairments of current receivables from
related parties at the amount of TBGN 1 318 (2021: TBGN 920). All impairments are
presented under art. “Impairments of financial assets” in the
separate statement of profit
or loss.
37.2.
Current related party payables
2022
2021
BGN ‘000
BGN ‘000
- Start AD
–
trade payables
12 168
4 838
- Monbat Recycling Romania
–
trade payables
19 766
17 412
- Monbat DOO Serbia
–
trade payables
6 702
4 729
- Monbat Sped EOOD
–
trade payables
523
223
- Monbat New Power Germany
48
48
- Prista Holco Cooperatief U.A.
–
loan received
389
-
- ART Monbat AD
–
trade payables
25
-
- Monbat Recycling EAD
–
trade payables
-
598
Current liabilities to subsidiaries
39 621
27 848
-dividends to shareholders
74
10
Current related party liabilities
39 695
27 858
Terms of transactions with related parties
Sales
and
purchases
from
related
parties
are
based
on
contractually
agreed
prices.
Outstanding balances at the end of the year are unsecured, interest-free (excluding loans)
and will be settled in cash. No guarantees have been provided or received for receivables
from or liabilities to related parties, except for those disclosed below. An impairment
review is performed each financial year based on an analysis of the financial position of
the related party and the market in which it operates.
38.
Contingent assets and contingent liabilities
No warranty and legal claims were brought against the Company during the year.
Monbat AD is a co-debtor under the contact for credit line N196/2016 dated 17.09.2016
between Monbat Recycling EAD and Piraeus Bank/ Eurobank Bulgaria AD
Maturity date: 30.09.2023
Loan amount: EUR 2 500 000
Type of credit: for working capital
Collaterals: First rank pledge of trade receivables.
Interest rate and commission: 3 M EURIBOR + fixed mark-up
Repayment
schedule:
Currently
paid
depending
on
the
available
cash
and
cash
equivalents.
Balance as at 31.12.2022 at the amount of EUR 1 392 158 or BGN 2 722 824.
Monbat AD
Separate financial statements
31 December 2022
78
Monbat AD is a co-debtor under the contact for credit line N17803 dated 15.12.2022
between Monbat Recycling EAD and UBB Interlease EAD
Maturity date: 15.12.2025
Loan amount: BGN 487 500
Type of credit: finance lease
Collaterals: Machinery per listing
Interest rate and commission: 3 M EURIBOR + fixed mark-up
Repayment schedule: annuity payments
Balance as at 31.12.2022 at the amount of BGN
317 822
.
Monbat AD is a co-debtor under the contact for finance lease N60451 dated 04.10.2021
between Monbat Recycling EAD and OTP Leasing EOOD
Maturity date: 30.09.2026
Loan amount: EUR 440 825
Type of credit: finance lease
Collaterals: Leased assets per listing
Interest rate and commission: 3 M EURIBOR + fixed mark-up
Repayment schedule: annuity payments
Balance as at 31.12.2022 at the amount of EUR 398 879 or BGN 780 139
Monbat AD is a guarantor of the contract for credit N1317 by the 18.03.2016, concluded
between Start AD and UBB AD.
Maturity Date: 20.01.2028
Amount of Credit: EUR 4 500 000
Type of credit: for working capital
Interest: 3 m EURIBOR + mark up
Collateral:
Land property with an identification number 72624.603.300, together with the buildings
built on it.
Land property with an identification number 72624.603.190, together with the buildings
built on it.
Land property with an identification number 72624.603.191, together with the buildings
built on it.
Land property with an identification number 72624.603.193, together with the buildings
built on it.
Land property with an identification number 72624.603.196, together with the buildings
built on it.
Special bet on DMA. Pledge on cash balances on the accounts in UBB JSC.
Balance to 31.12.2022 in the amount of EUR 4 493 208 or BGN 8 787 952.
Monbat AD is a co-debtor under the contact for leasing N2073015 dated 15.10.2018
between Monbat Sped EOOD and VFS Bulgaria EOOD.
Maturity date: 16.10.2023
Amount of leasing: EUR 281 520
Type of credit: closed-end financial leasing
Collaterals: Lease assets (annex 1 to contract 2073015)
Interest rate and commission: 12 M EURIBOR + fixed mark-up 2.457%
Repayment schedule: annuity payments
Balance as at 31.12.2022 at the amount of EUR 58 945 or BGN 115 287.
Monbat AD is an aval of the contract for leasing N2274493 dated 20.08.2019, concluded
between Monbat Sped EOOD and VFS Bulgaria EOOD.
Maturity Date: 16.09.2023
Amount of leasing: EUR 14 085
Type of credit: closed-end financial leasing
Collateral: Lease assets (annex 1 to contract 2274493)
Monbat AD
Separate financial statements
31 December 2022
79
Interest: 12 m EURIBOR + mark-up 2,901%
Repayment schedule: annuity payments
Balance to 31.12.2022 at the amount of EUR 2 311 or BGN 4 519.
Monbat AD is an aval of the contract for leasing N2454239 dated 05.06.2020, concluded
between Monbat Sped EOOD and VFS Bulgaria EOOD.
Maturity Date: 16.06.2025
Amount of leasing: EUR 176 490
Type of credit: closed-end financial leasing
Collateral: Lease assets (annex 1 to contract 2454239)
Interest:
-
For traction-engines
–
12 M EURIBOR + mark-up 2,065%
-
For semi-trailers
–
12 M EURIBOR + mark-up 2,465%
Repayment schedule: annuity payments
Balance to 31.12.2022 at the amount of EUR 96 488 or BGN 188 714.
Monbat AD is an aval of the contract for leasing N2274306 dated 07.10.2019, concluded
between Monbat Sped EOOD and VFS Bulgaria EOOD.
Maturity Date: 16.11.2024
Amount of leasing: EUR 442 125
Type of credit: closed-end financial leasing
Collateral: Lease assets (annex 1 to contract 2274306)
Interest:
-
For traction-engines
–
12 M EURIBOR + mark-up 2,511%
-
For semi-trailers
–
12 M EURIBOR + mark-up 2,918%
Repayment schedule: annuity payments
Balance to 31.12.2022 at the amount of EUR 195 940 or BGN 383 226.
Monbat AD is a co-debtor under the contact for financial leasing N0026504/H/30.06.2021
dated 30.06.2021 between START AD and Monbat Interlease EAD.
Maturity date: 25.07.2025
Amount of leasing: EUR 425 479
Type of credit: financial leasing
Collaterals: Lease assets (Annex A to contract 0026504/H/30.06.2021)
Interest: 3 M EURIBOR + fixed mark-up 2.40%
Repayment schedule: equal monthly installments
Balance as at 31.12.2022 at the amount of EUR 324 403 or BGN 634 477.
Monbat
AD
is
a
co-debtor
under
the
contact
for
financial
leasing
for
equipment
BUL/2108/AD/EM dated 21.12.2018 between START AD and KBC Leasing Bulgaria EOOD.
Maturity date: 20.01.2024
Amount of leasing: EUR 1 086 395
Type of credit: financial leasing
Collaterals: Lease assets (Clause 1.1 to contract BUL/2108/AD/EM dated 21.12.2018)
Interest: 3 M EURIBOR + fixed mark-up 1.90%
Repayment schedule: equal monthly installments
Balance as at 31.12.2022 at the amount of EUR 265 665 or BGN 519 596.
Tax obligations
The latest tax audits of the Company were performed by the tax administration as follows:
• Corporate tax
- full tax audit for the period 01.01.2014 -31.12.2019;
• VAT
- full tax audit for the period 01.12.2014 -31.05.2020;
• Personal income tax
- until December 31, 2019;
• Social security
- until December 31, 2019;
Monbat AD
Separate financial statements
31 December 2022
80
The management of the Company does not consider that there are significant risks as a
result of the dynamic fiscal and regulatory environment in Bulgaria, which would require
adjustments in the financial statements for the year ended 31 December 2022.
39.
Categories of financial assets and liabilities
The
carrying
amounts
presented
in
the
statement
of
financial
position
relate
to
the
following categories of assets and liabilities:
Financial assets
Note
2022
2021
BGN ‘000
BGN ‘000
Debt instruments measured at amortized
cost
Trade receivables
12
44 725
50 345
Short-term financial assets
11
149
1 897
Related party receivables
37
93 384
88 746
Cash and cash equivalents
15
2 527
4 237
Current assets
140 785
145 225
Financial liabilities
Debt instruments measured at amortized
cost
Borrowings
19
83 750
81 794
Convertible bonds
21
53 224
51 458
Related party payables
37
39 750
27 858
Trade payables
22
11 282
14 151
Lease liabilities
8
2 378
1 021
Other payables
24.2
6 776
882
197 160
177 164
Debt instruments measured at fair value
Fair value of conversion option
21
5 280
5 867
Derivatives
24.3
364
-
5 664
5 867
Due to the short-term nature of cash, trade receivables, short-term financial assets, short-
term receivables from related parties, trade payables, liabilities to related parties, current
loans, current liabilities under financial leasing and other liabilities, their fair value is close
to the respective carrying amount.
The fair value of long-term loans, non-current liabilities under lease liabilities and non-
current receivables from related parties is close to the respective carrying amount, as the
interest rates associated with these liabilities are close to market rates.
The fair value of related party loans and interest-bearing loans from financial institutions
is based on an analysis of the agreed interest rates against the interest rates currently
available for debt with similar terms and remaining maturity. On this basis, management
has determined that the fair value approximates the carrying amount. The fair value of
loans granted, and interest-bearing loans received
falls into level 2
of the fair value
hierarchy. The fair value of an exchange-traded bond loan is determined using the relevant
quotation in an active market at the end of the reporting period. The fair value is close to
the carrying value of the debenture loan. The fair value of the debenture loan falls at level
1 of the fair value hierarchy.
Monbat AD
Separate financial statements
31 December 2022
81
The fair value of the option to convert the debenture loan at its initial recognition is
estimated using a valuation model assuming that the share price of the Company follows
a Brownian motion. The evaluation model uses an iterative Monte Carlo simulation, using
a large number of test results to approach the target solution. The fair value of the
conversion option falls at level 3 of the fair value hierarchy.
Subsequent evaluations of the convertible bond through the application of the same model
were performed in 2022. The Company reports an income from the change in the fair
value of the convertible option at the amount of TBGN 587 which is included under art.
“Financial instruments income” in the Statement of Profit or Loss (2021: TBGN 589).
Derivative liabilities reflect open lead swap transactions at 31 December, 2022, measured
at fair value. The fair value has been estimated based on London Metals Exchange (LME)
quoted lead prices. The Company does not record financial assets at fair value through
profit and loss (2021: TBGN 1 521).
Refer to note 3.13 about information related to the accounting policy for each category
financial instruments. Description of the risk management objectives and policies of the
Company related to the financial instruments is presented in note 40.
Changes in liabilities arising from financing activities
The
following
table
summarizes
changes
in
liabilities
arising
from
financial
activities,
including changes in cash flows and non-monetary changes, and contains a reconciliation
of the opening and closing balances in the statement of financial position of financial
liabilities for the year ending December 31, 2022.
1 January
2022
Cash
inflows
Cash
Outflows
Accruals
using the
effective
interest
method
Others
31 December
2022
BGN
000
BGN
’000
BGN
’000
BGN
‘000
BGN
’000
BGN
’000
Current interest -
bearing loans and
borrowings
81 794
171 826
(170 962)
83
1 009
83 750
Current and non-current
lease liabilities
1 021
-
(901)
92
2 166
2 378
Convertible bond
51 458
-
-
3 529
(1 763)
53 224
Conversion option
5 867
-
-
-
(587)
5 280
Derivatives
-
-
-
-
364
364
Dividends payable
42
-
(5 434)
-
5 497
105
Total liabilities from
financing acitivity
140 082
171 826
(177 297)
3 704
6 686
145 101
Monbat AD
Separate financial statements
31 December 2022
82
1 January
2021
Cash
inflows
Cash
Outflows
Accruals
using the
effective
interest
method
Others
31 December
2021
BGN
000
BGN
’000
BGN
’000
BGN
‘000
BGN
’000
BGN
’000
Current interest -
bearing loans and
borrowings
81 173
128 455
(128 115)
281
-
81 794
Current and non-current
lease liabilities
1 122
-
(657)
36
520
1 021
Convertible bond
51 759
-
-
1 436
(1 737)
51 458
Derivatives
6 454
-
-
-
(587)
5 867
Dividends payable
71
-
(6 990)
-
6 961
42
Total liabilities from
financing activity
140 579
128 455
(135 762)
1 753
5 157
140
182
40.
Financial instruments risks
Risk management objectives and policies
The
Company
is
exposed
to
various
risks
in
relation
to
financial
instruments.
The
Company's financial assets and liabilities by category are summarized in note 39. The main
types of risks are market risk, credit risk and liquidity risk.
The Company's risk management is coordinated at its headquarters, in close co-operation
with the board of directors, and focuses on actively securing the Company's short to
medium-term cash flows by minimizing the exposure to financial markets. Long-term
financial investments are managed to generate lasting returns. The Company does not
actively engage in the trading of financial assets for speculative purposes, nor does it write
options. The Company is exposed to market risk through its use of financial instruments
and specifically to currency risk and interest rate risk.
40.1.
Market risk analysis
40.1.1 Foreign currency risk
Most of the Company’s transactions are carried out in Bulgarian leva (BGN) and EUR.
Exposures to
currency exchange rates arise from the Company's overseas sales and
purchases, which are primarily denominated in US dollars. To mitigate the Company's
exposure
to
foreign
currency
risk,
non-BGN
cash
flows
are
monitored,
and
forward
exchange contracts are entered into in accordance with Company’s risk management
policies.
Generally,
Company’s
risk
management
procedures
distinguish
short-term
foreign currency cash flows (due within 6 months) from longer-term cash flows. Where
the amounts to be paid and received in a specific currency are expected to largely offset
one another, no further hedging activity is undertaken. The amounts shown are those
reported to key management translated into Bulgarian leva at the closing rate:
Monbat AD
Separate financial statements
31 December 2022
83
Short-term exposure
USD
BGN
‘
000
31 December 2022
Assets
5 237
Liabilities
-
Total exposure
5 237
31 December 2021
Assets
6 864
Liabilities
(25)
Total exposure
6 839
The following table illustrates the sensitivity of post-tax profit for the year and other
components of equity in regard to the Company's financial assets and financial liabilities
and the USD/BGN exchange rate all other things being equal.
It assumes a +/- 10% change of the BGN/USD exchange rate as of 31
st
December 2022
(2021: 10 %). Both of these percentages have been determined based on the average
market volatility in exchange rates in the previous 12 months. The sensitivity analysis is
based on the Company's foreign currency financial instruments held at each reporting date
and also takes into account.
If the BGN had strengthened against the USD by 10% (2021: 10%) then this would have
had the following impact:
Effect on financial
performance for the year
USD
BGN ‘000
31 December 2022
524
31 December 2021
684
If the BGN had weakened against the USD by 10% (2021: 10%) then this would have had
the following impact:
Effect on the financial
performance for the year
USD
BGN ‘000
31 December 2022
(524)
31 December 2021
(684)
Exposures to foreign exchange rates vary during the year depending on the volume of
overseas transactions. Nonetheless, the analysis above is considered to be representative
of the Company's exposure to currency risk.
Monbat AD
Separate financial statements
31 December 2022
84
40.1.2 Foreign currency risk
The Company's policy is to minimize interest rate cash flow risk exposures on long-term
financing. As of 31 December 2022, the Company is exposed to changes in market interest
rates through bank borrowings at variable interest rates. All other financial assets and
liabilities of the Company are at fixed interest rates. The following table includes the
carrying amount of the financial instruments by type of interest rate:
Fixed yield instruments
2022
2021
BGN ‘000
BGN
‘000
Financial assets
120 755
145 225
Financial liabilities
(62 120)
(46 112)
Net exposure
58 635
99 113
Floating rate instruments
2022
2021
BGN ‘000
BGN
‘000
Financial assets
20 030
-
Financial liabilities
(135 041)
(131 052)
Net exposure
(115 011)
(131 052)
The table below presents an analysis of the sensitivity to possible changes in interest rates
with their effect on pre-tax profit (through the effect on loans and borrowings with floating
interest rates), provided that all other variables are assumed to be constant. There is no
effect on the other components of the Company's equity.
Period
Increase/decrease
in interest rates
Effect on profit before
taxes BGN ‘000
2022
+ 1%
(1 150)
2022
- 1%
1 150
2021
+ 1%
(607)
2021
- 1%
-
The
estimated
baseline
movement
for
the
sensitivity analysis
to
possible
changes in
interest
rates
is
based
on
the
currently
observed
market
environment,
showing
significantly higher volatility compared to previous years.
40.2 Credit risk
Credit risk is the risk that counterparty fails to discharge an obligation to the Company.
The Company is exposed to this risk for various financial instruments, for example by
granting
loans
and
receivables
to
customers,
placing
deposits,
etc.
The
Company's
maximum exposure to credit risk is limited to the carrying amount of financial assets
recognized at the reporting date.
Trade receivables and contract assets
The
Company
continuously
monitors
defaults
of
customers
and
other
counterparties,
identified either individually or by group, and incorporate this information into its credit
risk controls. Where available at reasonable cost, external credit ratings and/or reports on
Monbat AD
Separate financial statements
31 December 2022
85
customers and other counterparties are obtained and used. The Company's policy is to
deal only with creditworthy counterparties. The Company's management considers that all
the above financial assets that are not impaired or past due for each of the reporting dates
under review are of good credit quality.
Outstanding
receivables from
customers and
contractual
assets are
monitored
on
an
ongoing
basis
and
all
deliveries
to
large
customers
are
generally
covered
by
credit
insurance or letters of credit received from reputable banks and other financial institutions.
At each reporting date, an analysis is made of the need for impairment when using a
provision matrix or expected credit loss model for the entire term of the instrument of
certain
exposures
for
the
purpose
of
estimating
expected
credit
losses.
Provisions
percentages are based on days in arrears for the purpose of grouping different customer
segments with similar loss models (i.e., by geographical area, product type, customer type
and rating, as well as collateral and letters of credit and other forms of credit insurance).
The calculation reflects the probability-weighted result, the value of money over time, and
the reasonable and supportive information available at the reporting date for past events,
present
conditions
and
forecasts
for
future
economic
conditions.
In
general,
trade
receivables are written off if they are past due for more than one year and are not subject
to enforcement action. Letters of credit and other forms of credit insurance are considered
an integral part of trade receivables and are taken into account in the calculation of
impairment.
As
of
31
December
2022,
78%
(2021:
78%)
of
the
Company's
trade
receivables, where the provision matrix was used, are covered by letters of credit and
other forms of credit insurance. These credit extensions received by the Company lead to
a reduction of the expected credit losses. The Company assesses the concentration of risk
with respect to trade receivables as low, as its clients are located in several jurisdictions
and operate substantially in independent markets.
As of 31 December 2022, the aging analysis of trade receivables and contract assets
with customers, where the matrix of provisions is used, is presented in the table:
Trade receivables at 31.12.202
2 (BGN ‘000)
Days overdue
< 90
days
91-180
days
181-
365
days
> 365
days
Total
Expected % credit loss
0.07%
8.83%
90.81%
98.43%
1.00%
Gross carrying amount of trade
receivables
33 990
211
3
306
34 510
Expected credit loss (ECL)
24
19
3
301
346
As of 31 December 2021, the aging analysis of trade receivables and contract assets
with customers, where the matrix of provisions is used, is presented in the table:
Trade receivables at 31.12.2021
(BGN ‘000)
Days overdue
< 90
days
91-180
days
181-
365
days
> 365
days
Total
Expected % credit loss
0.00%
37.38%
100%
100%
0.46%
Gross carrying amount of trade
receivables
42 027
107
2
153
42 289
Expected credit loss (ECL)
-
40
2
153
195
Monbat AD
Separate financial statements
31 December 2022
86
The Company has estimated provisions for loss for certain trade receivables whose credit
risk has increased significantly using the expected credit losses for the entire life of the
instrument (ECL approach). The amount of the gross book value of trade receivables
estimated
under
this
approach
is
TBGN
2
595
(2021:
TBGN
2
595).
The
accrued
impairment of these receivables as of 31.12.2022 amounts to TBGN 2 595 (2021: TBGN
2 335).
In 2022, the Company has not calculated expected credit loss (ECL) for receivables from
Ukrainian companies at the amount of TBGN 7 992 (net of impairment). These receivables
are not insured and there are no collateral agreements related to them. Due to the war in
Ukraine, that began on 24.02.2022, the Company is not able to estimate the ECLs in line
with IFRS
9 and has not tested theses receivables for impairment.
Financial instruments and cash deposits
The credit risk of balances with banks and financial institutions is managed by the financial
department of the Group in accordance with its policy. Investments in excess funds are
made
only
with
approved
counterparties
and
within
approved
credit
limits
for
each
counterparty. The counterparty credit limits are reviewed annually by the Group's Board
of Directors and may be updated throughout the year, subject to approval by the Group's
Finance Committee. The limits are set in order to minimize the concentration of risks and
therefore to mitigate the financial loss from the potential inability of the counterparty to
make payments.
The credit
risk for
cash and cash
equivalents, money market
funds, debentures and
derivate
financial
instruments
is
considered
negligible,
since
the
counterparties
are
reputable banks with high quality external credit ratings.
An impairment loss has been recorded in relation to the trade receivables. The carrying
amounts disclosed above are the Company's maximum possible credit risk exposure in
relation to these instruments.
40.3 Liquidity Risk
Liquidity risk is the risk arising from the Company not being able to meet its obligations.
The
Company
manages
its
liquidity
needs
by
monitoring
scheduled
debt
servicing
payments for long-term financial liabilities as well as forecast cash inflows and outflows
due in day-to-day business.
Liquidity needs are monitored in various time bands, on a
day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection.
Long-term liquidity needs for a 180-day and a 360-day lookout period are identified
monthly.
Cash needs are compared with available loans to identify surpluses or deficits. This analysis
determines
whether
the
available
loans
will
be
sufficient
to
cover
the
needs
of
the
Company for the period.
The Company maintains cash and marketable securities to meet its liquidity requirements
for 30-day periods at a minimum. Funding for long-term liquidity needs is additionally
secured by an adequate amount of committed credit facilities and the ability to sell long-
term financial assets.
The amounts of the liabilities on their maturity dates reported in this analysis represent
the pre-discounted cash flows agreed in the contracts, which could deviate from the
carrying amounts of the liabilities as of the reporting date.
Monbat AD
Separate financial statements
31 December 2022
87
As of 31 December 2022, the Company's liabilities have contractual maturities (including
interest payments where applicable) as summarized below:
Current up
to 6
months
Current
Non-current
31 December 2022
6 to 12 months
1 to 5 years
BGN ‘000
BGN ‘000
BGN ‘000
Bank loans
21 740
49 000
13 010
Lease liabilities
428
426
1 524
Convertible bonds
10 959
-
42 265
Fair value of conversion option of bonds
-
-
5 280
Related party payables
39 750
-
-
Trade payables
11 282
-
-
Derivatives
364
Total
84 523
49 426
62 079
In prior reporting periods the Company's liabilities have contractual maturities (including
interest payments where applicable) as summarized below:
Current up
to 6
months
Current
Non-current
31 December 2021
6 to 12 months
1 to 5 years
BGN ‘000
BGN ‘000
BGN ‘000
Bank loans
34 200
34 389
13 205
Lease liabilities
318
318
385
Convertible bonds
-
-
51 458
Fair value of conversion option of bonds
-
-
5 867
Related party payables
27 858
-
-
Trade payables
14 151
-
-
Total
76 527
34 707
70 915
Financial assets used for managing liquidity risk
The
Company
considers
expected
cash
flows
from
financial
assets
in
assessing
and
managing
liquidity
risk,
in
particular
its
cash
resources
and
trade
receivables.
The
Company's existing cash resources and trade receivables do not significantly exceed the
current cash outflow requirements. Cash flows from trade and other receivables are all
contractually due within six months.
41.
Capital management policies and procedures
There are no externally imposed capital requirements on the Company, except for those
related to bank and bond loans.
The Company’s management objectives are:
•
To ensure the Company’s
ability to continue as a going concern, and
•
To provide an adequate return to the shareholder by pricing products and services
in accordance with the level of risk.
Monbat AD
Separate financial statements
31 December 2022
88
The Company monitors capital on the basis of the ratio between net debt and
shareholders’
equity.
Net debt is calculated as total debt less the carrying amount of cash and cash equivalents.
The Company manages the capital structure and makes adjustments to it in accordance
with changes in economic conditions and the risk characteristics of the underlying assets.
In order to maintain or adjust the capital structure, the Company may adjust the number
of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell
assets to decrease debt.
The equity may be analyzed as follows for the presented reporting periods:
2022
2021
BGN
‘000
BGN
‘000
Equity
158 572
162 993
Interest-bearing debt
136 974
134 273
- Cash and cash equivalents
(2 527)
(4 237)
Net debt
134 447
130 036
Net debt to equity
0.85
0.80
The increase in the ratio in 2022 in comparison to the prior period is due to the decrease
in the equity following the distribution of the dividends during the year as well as due to
the decrease in the cash and cash equivalents. The interest-bearing debt has not
undergone significant changes.
42.
Events after the reporting period
In January 2023 Britishvolt, the counterparty Monbat AD has entered into an agreement
with to sale its subsidiary Monbat Holding GmbH, has entered into administration legal
proceedings under the UK Insolvency Act from 1986 to restructure its activities following
issues with its cash-flows.
In
the
end
of
February
2023,
the
company
Recharge
Industries
acquired
Britishvolt
following the abovementioned administration process (Note 7.1).
On 22 March 2023 the Company together with its subsidiary Monbat Recycling EAD, sent
a notice to Britishvolt to terminate the contract for the sale of Monbat Holding GmbH due
to Britishvolt’s failure to comply with the agreed terms.
No other adjusting or non-adjusting events have occurred between the reporting date and
the date of authorization of these individual financial statements.
43.
Authorization of the separate financial statements
The financial statements for the year ended 31 December 2022 (including comparatives)
were approved by the Board of Directors on Mach 30, 2023.
i
ANNUAL SEPARATE ACTIVITY REPORT OF
MONBAT AD, SOFIA
FOR THE FINANCIAL 2022
THIS
ACTIVITY
REPORT
WAS
PREPARED
IN
ACCORDANCE
WITH
THE
PROVISIONS
OF
ARTICLE.
39
OF
THE
ACCOUNTANCY
ACT,
ARTICLE
100N,
PARAGRAPH
7
OF
THE
LAW
ON
PUBLIC
OFFERING
OF
SECURITIES
AND
ORDINANCE No 2 FROM 09.11.2021 OF FSC
THIS DOCUMENT IS A TRANSLATION OF THE ORIGINAL BULGARIAN TEXT, IN
CASE OF DIVERGENCE THE BULGARIAN TEXT SHALL PREVAIL.
1
FORWARD-LOOKING STATEMENTS
The Annual Report may contain statements which reflect the current vision of the
Company’s
Board
of
Directors
regarding
the
achievement
of
future
financial
results,
execution of business strategy, plans and objectives of the management.
These forward-looking statements are related to the operations of MONBAT AD, as
well as the sectors where the entity operates. Statements that include the words “expects”,
“intends”,
“plans”,
“projects”,
“accepts”,
“will”,
“aims”,
“strives”,
“can”,
“could
be”,
“continues”, and other similar statements with regard to the future presentation of the
company are forecasts for the purposes of the Bulgarian securities legislation and other.
Where
forward-looking
statements
are
presented,
they
concern
the
future
performance of the company which involves risks and uncertainties. It is possible that
different factors and events may arise that could cause a significant difference between
the actual results of MONBAT AD and those specified in the forward-looking statements.
These factors include but are not limited only to the one described in the section entitled
RISK FACTORS and should be considered an integral part of the whole financial and
economic information presented in this document. The forward-looking statements are up
to date as of the date of the Annual Report. In compliance with the obligations under
Bulgarian legislation and the approved policy of MONBAT AD, the company’s Board of
Directors will continue announcing publicly, under the legally provided procedure, new
forecasts as well as updating already presented forward-looking statements that need to
be corrected.
Before making an investment decision, potential investors should carefully consider
the factors stated in the Annual Report which may cause the actual results of MONBAT AD
to differ from the ones presented in this document.
PRESENTATION OF FINANCIAL, MARKET, ECONOMIC AND
STATISTICAL INFORMATION
The financial information in the Annual Report has been prepared in compliance
with the International Financial Reporting Standards (IFRS).
The market, economic and statistical information, as well as information regarding
the financial and economic situation in the Republic of Bulgaria and the Bulgarian securities
market used in the Report has been extracted from various sources, explicitly referred in
the respective parts where such information is presented. Information presented in this
document regarding a part of the systematic risks for MONBAT AD is extracted from
publicly
available
information,
including
publications
and
information
disclosed
in
compliance
with
the
requirements
of
the
applicable
securities
legislation
and
other
regulations. The information presented in this Report regarding the economic
sectors
where MONBAT AD operates is extracted from publicly available information, including
publications
and
information
disclosed
in
compliance
with
the
requirements
of
the
applicable securities legislation and other regulations. MONBAT AD does not guarantee the
accuracy and exhaustiveness of this information or the presence of complete uniformity in
the information from all these sources. With this regard, MONBAT AD takes responsibility
only for the accurate reproduction of extracts from relevant sources of information.
The Board of Directors of MONBAT AD confirms that the information extracted from
publications and other publicly available sources is reproduced correctly by the relevant
sources and, to the best of its knowledge, no facts which could render the reproduced
information inaccurate or misleading are missed. Nevertheless, the Board of Directors of
MONBAT
AD
informs
that
is
has
relied
on
the
accuracy
of
this
information
without
conducting an independent review.
2
DEAR SHAREHOLDERS,
We, the members of the Board of Directors of MONBAT AD, led by the desire to
manage the company in the interest of its shareholders and pursuant to the provisions of
art. 39 of the Accountancy Act, article 100m, paragraph 7 of the LPOS and Appendix No 2
to the artical10, item 1 from Ordinance 2/ 09.11.2021 of FSC, prepared this Activity Report
(“the Report”).
The Report presents comments and analysis of the financial statements and other
essential information regarding the financial situation and the operational results of the
company. The Report reflects correctly the state and the development prospects of the
company.
In 2022 circumstances have occurred that the Company's management believes
could be of relevance for investors in taking a decision to acquire, sell or continue holding
publicly traded securities.
These circumstances have been disclosed
within the terms and procedures as
provided by the LPOS to the investors, the regulated securities market and the Financial
Supervision
Commission.
The
same
are
also
available
on
the
company’s
website
www.monbatgroup.com.
As of 31.12.2022 MONBAT AD generated revenues from contracts with customers
on a stand-alone basis of BGN 327,007 thousand, which is a decrease of 6.84% compared
to the generated in 2021 revenues from contracts with customers in the amount of BGN
351,010 thousand.
Profit before taxes of MONBAT AD for 2022 is BGN 1,382 thousand, which is an
increase of 190.95% compared to the individual profit before taxes for 2021 (BGN 475
thousand).
Net profit of MONBAT AD on an individual basis as of 31.12.2022 amounts to BGN
1,219
thousand
and
shows an
increase
of 1.92%
compared
to
the
net
profit
of the
company on an individual basis for 2021 (BGN 1,196 thousand).
I.GENERAL INFORMATION ABOUT THE COMPANY
The company was incorporated in the Republic of Bulgaria in accordance with the
Bulgarian legislation. The legal and organizational form of MONBAT AD is a joint stock
public company.
The company has its registered seat and business address at blv. Cherni
vrah No 32A, 1407 Sofia.
Telephone:
+ 359 2 962 1150; + 359 2 988 24 13
Fax: + 359 2 962 1146
E-mail: investorrelations@monbat.com
Website: www.monbatgroup.com
As of the date of the preparation of this Activity Report the share registered capital
of the company is BGN 39 000 000, distributed in 39 000 000 dematerialized registered
shares with a nominal value of BGN 1.00 each.
In 2022 and the previous period 2021 there were no changes in the amount of the
capital of MONBAT AD.
As
of
31.12.2022
there
is
one
legal
entity
that
has
control
over
the
public
company
MONBAT
AD.
This
entity
is
PRISTA
OIL
HOLDING
EAD,
Sofia.
PRISTA
OIL
HOLDING
EAD
controls
another
shareholder
with
considerable
share
rights,
namely
MONBAT TRADING OOD.
3
As of 31.12.2022 the capital structure of MONBAT AD is the following:
Тable No 1
Name of the shareholder
Number of shares
Percentage of
the capital
PRISTA OIL HOLDING EAD, Sofia
16 666 371
42.73%
MONBAT TRADING Ltd., Sofia
2 752 800
7.06%
PRISTA HOLDCO COOPERATIEF U.A.
8 103 758
20.78%
UPF Doverie
2 582 864
6.62%
MUPF Allianz
2 105 403
5.40%
Other individuals and legal entities
6 788 804
17.41%
Repurchased own shares
(27 000)
(0.07%)
As of 31.12.2022 the Board of Directors of Monbat AD is the following:
Chavdar Danev –
Chairman of the Board of Directors
Petar Petrov –
Member of the Board of Directors
Evelina Slavcheva –
Member of the Board of Directors
Florian Huth –
Member of the Board of Directors
Peter Bozadzhiev –
Member of the Board of Directors
Kyle Anderson–
Member of the Board of Directors
Viktor Spiriev –
Executive member of the Board of Directors
II.
OVERVIEW OF THE ACTIVITIES AND THE STATE OF THE COMPANY
1.
Principal Activity
The
principal
activity
of
MONBAT
AD
is
production
of
lead-acid
starter
and
stationary batteries and their servicing. The products of the company can be divided in
the following main groups:
Starter Batteries
The extensive production range of Starter batteries of Monbat AD includes the series for
cars of any class under the name Monbat AGM stop/Start, EFB stop/Start, Monbat P,
Monbat F and Monbat D, and a series for commercial vehicles Monbat EFB, SMF, SHD and
HD.
4
Concerning application, the batteries cover the full range of cars, trucks and agricultural
vehicles and machines, operated in both normal and extreme environmental conditions.
Stationary Batteries
Valve-regulated, lead-acid batteries, with immobilized in the separator electrolyte (AGM),
designed
and
manufactured
by
modern
technology
in
accordance
with
the
following
technological standards: IEC 60 896-21 / 22; IEC 61427 - 1/2; EN 50272 - 2; IEC 61056-
1; BS 6290-4.
Applied production standards: ISO 9001; ISO 14001; OHSAS 18001; AQAP 2110.
Product specification according to EUROBAT: Very Long Life.
The hull elements are made of the highest class, non-combustible, ABS-FR UL 94 V0,
material. The product range includes 2, 4, 6, 8 and 12-volt batteries with capacities from
50 to 600 Ah for the following applications:
• Telecom;
• Reserved power supplies;
• High-cycle batteries for photovoltaic and solar installations;
• High
-power uninterruptible power supplies (UPS) batteries.
High rate Power UPS Batteries
A battery backup, or uninterruptible power supply (UPS), is primarily used to provide a
backup power source to important equipment. In addition to acting as a backup when the
power goes out, most battery backup devices also operate in network conditioning mode
(ON LINE), guaranteeing the parameters of the power supply to consumers. Monbat AD
produces a range of HIGH RATE POWER UPS BATTERIES especially for UPS applications.
5
Deep cycle batteries
AGM Deep Cycle range features advanced AGM technology with absorbed electrolyte.
Designed for reliable storage solutions for renewable energy applications.
Monbat Semi-traction range is specially designed for applications requiring a permanent
and long-lasting supply of electrical energy.
Monbat Deep Cycle range is specifically designed for powering electrical equipment for
longer periods of time with increased ability of deep discharge cycles.
Special Batteries
Batteries for military application, suitable for tanks and armored vehicles of NATO.
Leisure batteries
The
Monbat
Leisure
&
Hobby
range
is
characterized
with
special
design,
reliable
in
demanding
charge/discharge
cycling
conditions
peculiar
to
recreational
and
leisure
equipment.
Perfect for seasonal use. Ideal for motorboats, canal boats, yachts, motorhomes, and
caravans.
2.
Major raw materials
6
The major raw materials essential to the Co
mpany’s activities are lead with purity of
99.99% and 99.985%, lead alloys
–
tin, antimony and calcium, regranulate, polyethylene
separator and sulfuric acid. The availability of these materials that MONBAT AD holds,
ensures the production process for a period of between 15 and 30 days. Prices of lead and
lead alloys are variable and directly dependent on the exchange prices of lead on the
London Metal Exchange.
During the last few years, the management of MONBAT AD has made considerable
capital
expenditure
to
ensure
resource
availability
of
lead
and
propylene
from
own
production. This is being executed by building Monbat's own recycling facilities, namely by
opening of two recycling lead facilities in Romania and Serbia, and by acquiring production
facilities licensed for the separation of scrap batteries in Italy.
The share of own recycled lead that MONBAT AD buys from its subsidiaries, used
in the production for 2020, represents 86.32% of total lead consumption, and the share
of the recycled polypropylene (regranulate) from own production is nearly 99.12 %.
The share of own recycled lead, that MONBAT AD buys mainly from its subsidiaries,
used in the production for 2021, represents 88.68 % of total lead consumption, and the
share of the recycled polypropylene (regranulate) from own production is 99.17 %.
The share of own recycled lead, that MONBAT AD buys mainly from its subsidiaries,
used in the production for 2022, represents 97.98% of total lead consumption, and the
share of the recycled polypropylene (regranulate) from own production is 99.80%.
By creating its own recycling facilities, the management of the company strives to
reduce the risk of change in the price of major raw materials, as well as to generate more
added value when selling lead-acid batteries. On the other hand, the military conflict
between Russia and Ukraine also affects the price of lead internationally. The Russian
Federation is responsible for about 5% of the world's lead production, which is likely to
lead to some increase in prices.
The movement of the lead price in 2022 is shown in the following diagram:
* Average lead price for the period 01.01.2022
–
31.12.2022 is
–
2 153.33 USD/MT
As of 31.12.2022 lead represents approximately 61.07 % from the cost structure
per single battery unit.
The production is dependent on the price of electricity and natural gas, which are
currently state-regulated.
Bulgarian
energy
sector
is
of
key
importance
for
the
future
development
and
sustainability of the economy in the country and for Monbat as well. State energy policy
in the sector is implemented through the National Assembly and the Council of Ministers,
according to Article 3 of the Energy Act (EA).
The main risk in the sector is the country's dependence on imported natural gas
and important energy resources for this sector. The main objectives in the sector are to
7
achieve high-tech, secure and reliable energy system that makes maximum use of the
resources available in Bulgaria and protects Bulgarian consumers as much as possible.
The rising trends in
the prices of electricity (excluding the
effect
of the state
subsidy) and natural gas have an increasing impact on the formation of the cost price, as
their relative weight in the production cost increases - up to 8.2% of the cost price of the
final product is determined by the cost of electricity and up to 2% by the cost of natural
gas.
MARKETS AND SALES
As a result of its marketing and distribution strategy MONBAT AD has a good market
diversification, with
sales in
more than
70
countries
in
2022. Major markets include
countries like Germany, France, Spain and Poland. With its well-
developed distributor’s
network Monbat generates sales from all the major markets in the EU and the Middle East.
Starter batteries are sold mainly through automotive retailers and repair shops. Stationary
batteries are sold directly to telecom companies and other entities.
The company grants deferred payment terms for the domestic market up to 30
days and for the foreign market
–
up to 90 days. In case of deferred payments, a significant
part of the sales is being insured by BAEZ AD (the Bulgarian Export Insurance Agency) or
COFACE.
A direct competitor on the Bulgarian market is Elhim-Iskra AD. As of 31.12.2022
MONBAT AD owns 97.80% of the equity capital of the third largest producer in the lead-
acid batteries business in Bulgaria –
START AD, Dobrich.
As
of
31.12.2022
MONBAT
AD
has
reported
revenues
from
contracts
with
customers on a stand-alone basis of BGN 327,007 thousand, which represents a decrease
by 6.84% compared to sales revenues generated in 2021 of BGN 351 010 thousand.
Sales revenues on the domestic market in 2022 are BGN 46 092 thousand and
represent 14.10% of total sales. Realized revenues from sales on the domestic market
include
technological
waste
and
scrap
sold
to
Monbat
Recycling
Bulgaria,
as
well
as
materials, goods and services resold to other related parties. Realized revenues abroad,
including intra-community supplies, amount to BGN 280,915 thousand and represent
85.90% of the company's net sales revenues.
MONBAT AD is geographically diversified with a market presence in 77 countries.
Regarding the military conflict between Ukraine and Russia, it should be considered that
sales to Russia represent 2.61% of the total exports of Monbat AD for 2022, those to
Ukraine 2.50% (2021: Russia - 6.24%, Ukraine and Belarus - 1%).
8
Тable No 2
2022
2021
Country
Export
%
Export
%
('000 EUR)
('000 EUR)
OTHER
32 541
22,66
40 343
26,34
GERMANY
15 583
10,85
16 624
10,85
FRANCE
11 220
7,81
11 160
7,29
SPAIN
9 763
6,80
8 711
5,69
POLAND
8 547
5,95
7 369
4,81
SAUDI ARABIA
7 854
5,47
9 830
6,42
ROMANIA
7 844
5,46
6 838
4,46
NETHERLANDS
7 405
5,16
9 142
5,97
GREAT BRITAIN
6 299
4,39
6 715
4,38
ITALY
6 059
4,22
7 015
4,58
SWEDEN
3 970
2,76
1 315
0,86
RUSSIA
3 750
2,61
9 788
6,39
UKRAINE
3 592
2,50
1 467
0,96
SOUTH AFRICA
3 370
2,35
604
0,39
SERBIA
3 101
2,16
4 130
2,70
SWITZERLAND
2 766
1,93
990
0,65
BELGIUM
2 711
1,89
3 013
1,97
HUNGARY
2 608
1,82
1 667
1,09
ALGERIA
2 363
1,65
2 599
1,70
IRELAND
2 283
1,59
3 840
2,51
TOTAL
143 629
100
153 160
100
In 2022 the major market of MONBAT AD was GERMANY. The entity has generated
revenues of EUR 15 583 thousand, which represents 10.85% from export sales on a stand-
alone basis.
QUALITY
ISO 9001
Monbat AD continuously strives to improve the way it operates in all possible areas:
developing innovative products and technologies; increasing market share; managing risk
more effectively; improving customer satisfaction.
The
established
quality
management
system
provides
a
reliable
framework
which
is
capable of monitoring and improving performance in the area of activity.
AQAP 2110
Allied
Quality
Assurance
Publications
certificate
verifies
that
Monbat
AD
operates
in
compliance with regulations for the development, construction and production, as well as
for the quality inspection and final testing of military goods.
9
IATF 16949:2016
This technical specification certification incorporates existing US, German, French and
Italian automotive quality system standards within the global automotive industry.
It
specifies the
quality system
requirements
for
the design/development, production,
installation and servicing of automotive-related products.
ISO 14001
The internationally accepted standard sets out that Monbat AD puts in place an effective
Environmental Management System.
The
standard
was
established
to
address
the
delicate
balance
between
maintaining
efficiency
and
reducing
the
impact
on
the
environment
by
committing
the
entire
organisation to achieve both objectives.
ISO 45001
Developed by leading trade and certification bodies based on international regulations,
and aiming to address the omission whereby no common international policy exists, this
certificate verifies that Monbat complies with the internationally recognized assessment
specification for occupational health and safety management systems.
OPERATING RESULTS
The war in Ukraine, which began in February 2022, has had a significant impact on
the global economy in various ways, mainly related to energy prices and volatility of global
markets, including the exchange rates of major world currencies.
Compared to the record year of 2021, 2022 saw a reduced demand for batteries
(also reflected as a reduction in revenue from contracts with customers), mainly due to
unfavorable economic conditions, especially in Europe, as a result of the military conflict
between Ukraine and Russia, and related inflationary trends, including all energy resources
and unfavorable weather conditions in Europe, where the majority of the Company’s
customers are located (milder winter).
As a result of the change in the macroeconomic environment, MONBAT AD reports
a decrease in the sales volume of batteries in 2022 (Table No13) and a decrease in
normalized EBITDA (before impairment) on a stand-alone basis for 2022.
Profit
before
taxes
of
MONBAT on
an
individual
basis for
2022
is
BGN 1
382
thousand, which represents an increase of 190.95
% compared to the Company’s profit
before taxes for 2021 (BGN 475 thousand).
Net profit of MONBAT AD for 2022 is BGN 1 219 thousand - an increase of 1.92%
compared to the company's net profit for 2021 of BGN 1 196 thousand.
10
Table No 3
FINANCIAL INDICATORS
31.12.2022
31.12.2021
31.12.2020
Normalized EBITDA (before impairments)
15 694
21 166
22 181
EBIT
4 177
-6 534
11 960
REVENUE FROM CONTRACTS WITH
CUSTOMERS
327 007
351 010
294 664
*Data presented in BGN ‘000
Table No 4
(BGN '000)
SHAREHOLDERS' EQUITY
2022
%
2021
%
2020
Equity
Share capital
38 973
-0,07%
39 000
0,00%
39 000
Premium reserve
28 498
-0,39%
28 611
0,00%
28 611
General reserves
63 866
0,00%
63 866
0,00%
63 866
Retained earnings
27 235
-13,58%
31 516
-15,55%
37 320
TOTAL SHAREHOLDERS'
EQUITY
158 572
-2,71%
162 993
-3,44%
168 797
Re ve n ue f ro m co n tr ac t s w it h c u st o me r s
Table No 5
(BGN '000)
REVENUES
2022
%
2021
Revenues from sales of products
235 499
-12,61%
269 473
Revenue from the sale of goods
85 409
10,64%
77 192
Revenues from sales of materials
3 108
15,84%
2 683
Revenues from the provision of services
2 988
95,68%
1 527
Other sales revenue
3
-97,78%
135
Total revenue from contracts with
customers
327 007
-6,84%
351 010
11
O pe r a ti n g ex p en d i tu re s by c a te g or y
Table No 6
(BGN '000)
EXPENSES
2022
%
2021
Materials
204 965
-5,33%
216 514
External services
22 840
1,20%
22 570
Staff costs
17 231
-3,09%
17 780
Depreciation and impairment of non - financial
assets
9 787
-62,66%
26 213
Changes in stock of finished goods and work in
progress
-5 487
-413,36%
1 751
Cost of goods sold and other current assets
77 870
11,46%
69 865
Other expenses
3 727
-15,77%
4 425
Total
330 933
-7,85%
359 118
Ma i n s u pp l i er s of m ate r i a l s
Table No 7
Supplier’s name
2022
2021
2020
Monbat Recycling EAD
33.67%
34.53%
41.52%
MONBAT PLC D.O.O
22.62%
17.87%
18.90%
MONBAT RECYCLING S.R.L
22.25%
20.35%
<10%
AKUMSAN PLASTIK
<10%
<10%
<10%
MICROPOROUS GmbH
<10%
<10%
<10%
MONPLAST ООD
<10%
<10%
<10%
The
main
supplier
of
MONBAT
AD
for
the
materials
necessary
for
the
production
of
batteries is Monbat Recycling EAD, fully owned subsidiary of MONBAT AD.
Due to the diversification of the client portfolio, MONBAT AD has no main customers that
would account for 10 percent or more of total revenues.
The remuneration for the independent financial audit, carried out by Grant Thornton OOD,
Bulgaria, amounts to BGN 197 thousand. No tax consultations or other services unrelated
to the audit were provided during the year. This disclosure is in compliance with the
requirements of Art. 30 of the Accounting Act.
III.
ANALYSIS OF FINANCIAL AND NON-FINANCIAL KEYINDICATORS ON THE
RESULTS FROM THE ACTIVITIES RELATED TO THE BUSINESS INCLUDING
INFORMATION
ON
ISSUES
RELATED
TO
ECOLOGY
AND
HUMAN
RESOURCES. IN THE PREPARATION OF THE MANAGEMENT REPORT THERE
12
MIGHT BE REFERENCE TO THE AMOUNT OF EXPENDITURE INLCLUDED IN
THE STAND ALONE FINANCAIL STATEMENT.
1.
FINANCIAL RATIOS
LIQUIDITY
Table No 8
LIQUIDITY RATIOS
31.12.2022
31.12.2021
31.12.2020
Current liquidity ratio
1.52/1
1.56/1
1.59/1
Quick liquidity ratio
1.28/1
1.28/1
1.25/1
Cash liquidity ratio
0.02/1
0.04/1
0.16/1
Immediate liquidity ratio
0.02/1
0.04/1
0.16/1
The trend of the liquidity ratio over time provides valuable information. Liabilities
to creditors of Monbat AD are being paid off in cash rather than using inventories or
equipment. i.e., these factors describe the company's ability to pay off its debts on time.
CURRENT LIQUDITY RATIO
The current liquidity ratio is one of the earliest formulated ratios and is universal.
The current liquidity ratio represents the ratio of current assets to current liabilities. It
could be expected that current assets will be at least equal to current liabilities, whereas
it is normal for them to be even slightly higher than current liabilities. Therefore, optimal
values of this ratio are over 1-1.5. However, some entities operate with ratios less than 1.
For 2022 the current ratio is 1.52 and decreases in comparison with the ratio for
2021
–
1.56.
The reported decrease in the value of this ratio for 2022 compared to 2021 is due
to an increase in the amount of current assets of the company by 21.78% and an increase
in the value of current liabilities by 24.78%.
13
QUICK LIQUIDITY RATIO
The quick liquidity ratio represents the ratio of current assets minus inventories to
current liabilities. Its traditional rate, which sets the company as stable, is between 1 and
1.5
but much higher rates would indicate that company’s assets are not being
used in the
best way.
The company's 2022 Quick Liquidity Ratio is 1.28, which shows that the value is
maintained compared to 2021's value of 1.28. In 2022, compared to 2021, current assets
increased by 21.78%, inventories increased by 9.86%, while current liabilities increased
by 24.78%.
IMMEDIATE LIQUIDITY RATIO
The value of the immediate liquidity ratio of MONBAT AD for 2022 is 0.02, which is
a decrease compared to its value from 2021. The reason for the decrease is the decrease
in cash by 40.36%, the decrease in financial assets by 92.13% and an increase in current
liabilities by 24.78%.
CASH LIQUIDITY RATIO
The cash liquidity ratio is calculated as the ratio between cash and short-term
liabilities and indicates company’s ability to meet its short
-term liabilities with its available
cash.
The cash ratio of the company for 2022 is 0.02. As of 31.12.2022 the cash of the
company decreased by 40.36% compared to 2021 with an increase in current liabilities by
24.78%.
CAPITAL RESOURCES
The financial autonomy and financial leverage indicators show the ratio between
own funds and borrowed funds in the capital structure of the company. High rates of the
financial autonomy indicator, respectively, the low rates of the financial leverage indicator,
provide guarantee both for the investors /creditors/ and for the owners themselves, for
the ability of the company to regularly pay its long-term liabilities.
The effect of using borrowed funds (debt) by the company with a view to increase
the final total net income from the funds involved in the activity (equity and borrowings)
is called financial leverage. The benefit of using financial leverage appears when the
company
benefits
from
the
investment
of
borrowed
funds
more
than
the
expenses
(interest) incurred for their attraction. When a company achieves higher profitability by
using borrowed funds in its capital structure than the expenses for their borrowing are,
leverage is justified and should be considered in a positive way (with the remark that the
rate of leverage does not significantly influence other financial indicators of the company
in a negative way).
14
FINANCIAL LEVERAGE RATIOS
Table No 9
LEVERAGE RATIOS
31.12.2022
31.12.2021
31.12.2020
Debt to Equity Ratio
1,32
1,16
1,08
Debt to Assets
Ratio
0,57
0,54
0,52
Equity to Debt Ratio
0,76
0,86
0,93
DEBT TO EQUITY RATIO
The indicators for the share of capital, obtained through loans, show what part of
the capital is borrowed. The higher the share of long-
term debt compared to shareholders’
equity is, the higher will be the likelihood of failure in the payment of fixed liabilities.
The value of the debt to equity ratio of MONBAT AD for 2022 is 1.32 which is an
increase compared to the rate reported in 2021. In 2022, the value of debt increased by
10.41%, while the value of the Company's equity decreased by 2.71%.
EQUITY TO DEBT RATIO
The equity to debt ratio provides information regarding what percentage of total
liabilities is the company
’s equity.
As of 31.12.2022 the value of the equity to debt ratio of the company is 0.76
compared to its value, reported in 2021 of 0.86. During the reported financial period, the
value of the ratio decreased compared to the previous financial year, which is due to a
decrease in equity by 2.71%, and a decrease in the company’s equity by 10.41%
.
DEBT TO TOTAL ASSETS RATIO
This rate shows what part of the assets is being financed through debt.
As of 31.12.2022 the value of the Debt/Assets ratio is higher than the value in
2021. The increase is due to an increase in the company's debt by 10.41% and an increase
in the amount of the company's assets by 4.35%.
15
PROFITABILITY RATIOS
TableNo
10
PROFITABILITY RATIOS
31.12.2022
31.12.2021
31.12.2020
Profitability of capital
0.0313
0.0307
0.14
Return on equity (ROE)
0.008
0.007
0.03
Return on assets (ROA)
0.0033
0.0034
0.015
RETURN ON EQUITY (ROE)
The Return on Equity ratio is calculated by relating the net profit as a percentage
of the company's shareholders’ equity. This ratio measures the return to shareholders in
terms of their absolute investments. The ratio reports stable high rates for the last three
financial periods due to the generated profit in these years.
For 2022, the value of the Return on Equity ratio is 0.008 and shows a slight
increase compared to its rate of 0.007 in 2021. The increase is due to an increase in the
company's net profit by 1.92% while
shareholders’
equity decreases by 2.71%.
RETURN ON ASSETS (ROA)
The Return on Assets indicator shows the effectiveness of using the total assets in
the
company.
The
decrease
in
the
value
of
the
Return
on
Assets
indicator
in
2022
compared to 2021 is due to an increase
in the company’s net profit of 1,92%
and an
increase in assets of 4.35%.
PROFITABILITY OF CAPITAL
As of 31.12.2022 the profitability of capital ratio is 0.0313 and increases compared
to 2021. In 2022 compared to 2021, the net profit reported by the company increased by
1.92% while equity decreased by 0.07% compared.
16
KEY RATIOS
In the following table a summarized information regarding key financial ratios of
Monbat AD for the last two financial years is presented:
Table No 11
Indicators
31.12.2022
31.12.2021
Revenue from contracts with customers
327 007
351 010
Total revenue
338 919
366 385
Operating costs
330 933
359 094
Total costs
337 537
365 910
Normalized Earnings/Loss Before Interest, Taxes and
Depreciation (EBITDA)
15 694
21 166
Profit/Loss from operating activities
4 177
-6 534
Net profit/loss
1 219
1 196
Non-current assets
143 741
168 544
Current assets
224 451
184 305
Equity
158 572
162 993
Non-current liabilities
62 163
71 680
Current liabilities
147 457
118 176
Working capital
38 127
66 129
Cash and cash equivalents
2 527
4 237
Total debt
209 620
189 856
Net debt
134 447
130 036
Interest expenses
5 812
4 797
Inventory
36 043
32 808
Short-term receivables
147 014
147 260
Expenses for materials
204 965
216 514
(Operating profit/loss)/Sales revenue
0,013
-0,035
(Net profit/loss)/Sales revenue
0,004
0,003
Raised capital/Equity
1,322
1,165
Net Debt/Normalized EBITDA
8,567
6,144
Normalized EBITDA/Revenue
0,048
0,060
Revenue efficiency
0,996
0,999
Cost effectiveness
1,004
1,001
Profit/loss per share - Earning per share
0,031
0,031
P/E *
0,03
0,03
P/BV *
1,14
1,41
P/S *
8,39
9,01
Financial leverage ratio *
0,24
0,41
Profitability of sales *
0,37%
0,34%
ROFA *
0,67%
0,65%
17
The P/E, P/BV & P/S indicators are calculated based on the average share price of MONBAT
AD as of 31.12.2022, 31.12.2021.
* Financial leverage ratio
–
working capital / shareholders’ equity;
*ROFA (return on non-current assets)
–
net profit/non-current assets;
*P/S –
(net sales revenues / registered capital) х100
*P/BV –
market capitalization / shareholders' equity
*P/E –
net profit / registered capital
*Profitability of sales - net profit / net sales x100
IV.
MAJOR RISKS WHICH THE ISSUER FACES
SYSTEMATIC RISKS
Systematic risks are related to the market and the macro environment in which the
entity
operates,
therefore
they
cannot
be
managed
or
controlled
by
the
company's
management.
The
following
are
examples
of
systematic
risks:
political
risk,
macroeconomic risk, inflation risk, currency risk, interest rate risk, tax risk.
Risk type
Description
POLITICAL RISK
Political risk is the probability of changing the government or a sharp change
in the direction of its policy, the risk of occurrence of domestic political shocks
and adverse changes to the European and/or national legislation, which results
in a way that the environment for operation of the domestic business entities
would suffer an adverse change and investors would accrue losses.
Companies doing business internationally rely on the stability of the business
environment abroad. Profits and investments can be vulnerable to adverse
developments in this environment. International political risks for Bulgaria, on
one hand, are related to the commitments undertaken for major structural
reforms in the country, in its capacity as a full member of EU, improving social
stability,
limiting
inefficiency
costs,
and
on
the
other
hand,
major
destabilization
of
the
Middle
East
states,
intensifying
threats
of
terrorist
attacks in Europe, waves of refugees and instability of key countries in direct
proximity to Bulgaria.
Bulgaria, as all other EU member states in this region, continues to be severely
affected by the general European problems with the intensive wave of refugees
coming in from the Middle East.
Other
factors
also
affecting
this
risk
are
possible
legislative
changes,
in
particular changes referring to the business and investment climate in the
country.
The main political risks for Bulgaria at the date of this document concern:
-
the
impossibility
to
elect
a
functioning
Bulgarian
government
-
the
implementation
of
the
planned
major
energy
and
infrastructure
projects
largely depends on this, as they are directly dependent on the support of the
central government. The observed political uncertainty leads the caretaker
government in place at the date of this document to concentrate on pursuing
policies/measures
that
do
not
change
the
quality
of
life
of
the
Bulgarian
population in the long term, but lead to high costs and limit the growth of the
economy in the longer term. The financial framework of the state adopted by
the 47th National Assembly increased social payments, again missing the
opportunity to carry out reforms in administration, education and health.
- the slow recovery from the economic crisis, also influenced by geopolitical
events. In this regard, attention should be paid to actual growth - whether it
will meet the government's forecasts; the expected increase in exports; the
18
government's ability to take favourable loans on international markets; and
the ongoing efforts to moderate the recovery in domestic consumption.
- the possibility to implement reforms in structural determining sectors in the
country in order to optimise the process of efficient absorption of EU funds.
Attention should be paid to reforms in the non-efficient pension and social
security system, the health system and education; administrative coordination
and rules in project financing, including improving the process of allocating,
coordinating and managing EU funds.
-
the
fight
against
corruption
and
organised
domestic
crime
-
important
aspects
that
reflect
on
the
confidence
of
European
partners
and
foreign
investors.
-
the
assessment
by
international
rating
agencies
of
the
stability
of
the
country's public finances.
- the ability of the central authorities to pursue a conservative and disciplined
fiscal policy that maintains benchmark levels of budget deficit and stability in
public finances.
OVERALL
MACROECONOM
IC RISK
According to data from the National Statistical Institute as of 30.12.2022,
the
overall
business
climate
indicator
increased
by
1.0
point
compared
to
November. An increase in the indicator was observed in industry and retail
trade, in construction maintained its level, and in the service sector a decrease
was registered.
Business climate
–
total
Source: NIS
The composite indicator "business climate in industry"
in December 2022 rises
by
2.5
points
as
a
result
of
more
positive
expectations
of
industrial
entrepreneurs
about
the
business
situation
of
enterprises
in
the
next
six
months. According to them, there has been some increase in manufacturing
order supply over the past month (see Figure 3 in the Annex), but this has not
been accompanied by increased expectations for manufacturing activity over
the next three months. The most serious difficulties for business development
continue to be the uncertain economic environment and labour shortages,
cited by 61.1 and 28.8 per cent of enterprises respectively. In relation to
selling prices in industry, managers forecast an increase in the next three
months.
In December 2022, the composite indicator "business climate in construction"
maintained
its
level
of
the
previous
month.
Construction
contractors'
expectations for both the business climate over the next six months and their
operations over the next three months are reserved. The uncertain economic
environment, material prices and labour shortages remain the main factors
hampering activity, with a reduction in the negative impact of the first two
factors compared to November. According to the latest survey, the proportion
of managers who continue to expect construction selling prices to rise over the
next three months is 35.6%.
19
In December 2022, the composite indicator
"business climate in the services
sector"
declined
by
1.1
points
as
a
result
of
managers'
less
favourable
assessments and expectations about the business situation of enterprises.
Their
views
on
current
and
expected
demand
for
services
are
also
more
moderate. The uncertain economic environment remains the main constraint
on business activity, followed by industry competition and labour shortages.
Regarding selling prices in the service sector, 22.2% of managers expect them
to increase in the next three months.
According to the December 2022 macroeconomic forecasts of the Eurosystem
experts, the average annual real GDP growth in the euro area is expected to
slow
down
significantly
-
from
3.4%
in
2022
to
0.5%
in
2023,
then
to
accelerate to 1.9% in 2024 and to 1.8% in 2025.
Compared with the September 2022 forecasts, GDP growth projections have
been revised up by 0.3 percentage points for 2022 due to the unexpected
positive data in the summer and down by 0.4 percentage points for 2023,
while remaining unchanged for 2024.
INTEREST RISK
Interest risk is related to possible contingent negative changes in interest rate
levels, implemented by the financial institutions of the Republic of Bulgaria.
At its meeting in December 2022 the Governing Council of the European Central
Bank decided to raise interest rates in December 2022 and expects to keep
raising them significantly because inflation remains too high and is forecast to
stay above target for an extended period. According to Eurostat's preliminary
estimate, inflation was 10.0% in November and is slightly lower than the 10.6%
recorded in October. The decline is mainly the result of lower energy price
inflation. Food inflation and underlying price pressures in the economy have
intensified and will continue for some time.
The Governing Council of the ECB has decided to raise the three key ECB
interest rates 50 basis points and, given the substantially upwardly revised
inflation outlook, expects to raise them further. According to this decision, the
interest rate on the main refinancing operations and the interest rates on the
marginal lending facility and the deposit facility were increased to 2.50%,
2.75% and 2.00% respectively, effective from 21 December 2022. The Board
judged that interest rates would need to rise substantially at a gradual rate to
reach sufficiently restrictive levels to ensure a timely return of inflation to the
medium-term target of 2%.
Sourse:BNB
INFLATION RISK
Inflation risk is an overall increase in prices, where money is devaluated and
there is a probability of households and companies to accrue losses.
According to the NSI, the consumer price index for January 2022 compared to
December 2021 is 101.5%, i.e. monthly inflation is 1.5%. Annual inflation for
January 2022 compared to January 2021 is 9.1%. The average annual inflation
20
for the period February 2021 to January 2022 compared to the period February
2020 to January 2021 is 4.1%.
According to preliminary data of the NSI, the harmonised consumer price index
for January 2022 compared to December 2021 is 101.2%, i.e. the monthly
inflation is 1.2%. Annual inflation for January 2022 compared to January 2021
is 7.7%. The average annual inflation rate for February 2021-January 2022
compared to February 2020-January 2021 is 3.5%.
The consumer price index for February 2022 compared to January 2022 is
101.4%, i.e., monthly inflation is 1.4%. Year-to-date inflation (February 2022
versus December 2021) is 2.9% and annual inflation for February 2022 versus
February 2021 is 10.0%. Annual average inflation for the period March 2021
to February 2022 compared to the period March 2020 to February 2021 is
5.0%.
The harmonised Index of Consumer Prices for February 2022 compared to
January 2022 is 101.2%, i.e. monthly inflation is 1.2%. Year-to-date inflation
(February
2022
versus
December
2021)
is
2.4%
and
annual
inflation
for
February 2022 versus February 2021 is 8.4%. Annual average inflation for the
period March 2021 to February 2022 compared to the period March 2020 to
February 2021 is 4.2%.
The consumer price index for March 2022 compared to February 2022 is 102.2
%, i.e monthly inflation is - 2.2%. Inflation since the beginning of the year
(March 2022 compared to December 2021) is 5.2%, and annual inflation for
March 2022 compared to March 2020 is 12,4%. The average annual inflation
for the period April 2021 - March 2022 compared to the period April 2020 -
March 2021 is 6.0%.
The
harmonized
index
of
consumer
prices
for
March
2022
compared
to
February 2022 is 102.1%, i.e monthly inflation is 2.1%. Inflation since the
beginning of the year (March 2022 compared to December 2021 is 4,5%, and
annual
inflation
for
March
2022
compared
to
March
2021
is
10,5%.
The
average annual inflation for the period April 2021 - March 2022 compared to
the period April 2020 - March 2021 is 5.0%.
The consumer price index for April 2022 compared to March 2022 is 102.5%,
i.e., the monthly inflation rate is 2.5%. Year-to-date inflation (April 2022
versus December 2021) is 7.8% and annual inflation for April 2022 compared
to April 2021 is 14.4%. The average annual inflation for May 2021-April 2022
compared to May 2020-April 2021 is 7.0%.
The harmonised index of consumer prices for April 2022 compared to March
2022 is 102.1%, i.e. monthly inflation is 2.1%. Year-to-date inflation (April
2022 versus December 2021) is 6.8% and annual inflation for April 2022
compared to April 2021 is 12.1%. Annual average inflation for the period May
2021 to April 2022 compared to the period May 2020 to April 2021 is 5.9%.
The consumer price index for May 2022 compared to April 2022 is 101.2%,
i.e.,
monthly
inflation
is
1.2%.
Year-to-date
inflation
(May
2022
versus
December 2021) is 9.1% and annual inflation for May 2022 compared to May
2021 is 15.6%. Annual average inflation for the period June 2021 to May 2022
compared to the period June 2020 to May 2021 is 8.1%.
The harmonized index of consumer prices for May 2022 compared to April
2022 is 101.3%, i.e., monthly inflation is 1.3%. Year-to-date inflation (May
2022 versus December 2021) is 8.2% and annual inflation for May 2022
compared to May 2021 is 13.4%. The average annual inflation for the period
June 2021 to May 2022 compared to the period June 2020 to May 2021 is
6.8%.
21
The consumer price index for June 2022 compared to May 2022 is 100.9%,
i.e.
the
monthly
inflation
rate
is
0.9%.
Year-to-date
inflation
(June
2022
versus December 2021) is 10.1% and annual inflation for June 2022 versus
June 2021 is 16.9%. The average annual inflation rate for July 2021 to June
2022 compared to July 2020 to June 2021 is 9.3%.
The harmonized consumer price index for June 2022 versus May 2022 is
101.2%, i.e., 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%. The average annual inflation rate for July 2021 to June
2022 compared to July 2020 to June 2021 is 7.8%.
In July 2022, the monthly inflation was 1.1% compared to the previous month,
and the annual inflation for July 2022 compared to July 2021 was 17.3%. Year-
to-date inflation (July 2022 versus December 2021) is 11.3%, and average
annual inflation for the period August 2021 - July 2022 versus August 2020 -
July 2021 is 10.5%.
According to the HICP, in July 2022 the monthly inflation was 0.8% compared
to the previous month, and the annual inflation for July 2022 compared to July
2021 was 14.9%. Year-to-date inflation (July 2022 versus December 2021) is
10.3%, and average annual inflation for August 2021
- July 2022 versus
August 2020 - July 2021 is 8.9%.
In August 2022, the monthly inflation was 1.2% compared to the previous
month, and the annual inflation for August 2022 compared to August 2021
was 17.7%. Year-to-date inflation (August 2022 versus December 2021) is
12.6%, and average annual inflation for the period September 2021 - August
2022 versus September 2020 - August 2021 is 11.7%.
According to HIPC, in August 2022 monthly inflation was 0.8% compared to
the previous month, and annual inflation for August 2022 compared to August
2021 was 15.0%. Year-to-date inflation (August 2022 versus December 2021)
is 11.2%, and average annual inflation for September 2021 - August 2022
versus September 2020 - August 2021 is 9.9%.
In September 2022, monthly inflation was 1.2% from the previous month and
annual
inflation
for
September
2022
compared
to
September
2021
was
18.7%. Year-to-date inflation (September 2022 versus December 2021) is
14.0% and the average annual inflation rate for October 2021 to September
2022 versus October 2020 to September 2021 is 12.8%.
According to the September 2022 HICP, the monthly inflation rate was 0.7%
compared to the previous month and the annual inflation rate for September
2022
compared
to
September
2021
was
15.6%.
Year-to-date
inflation
(September 2022 versus December 2021) is 12.0% and the average annual
inflation rate for October 2021 to September 2022 versus October 2020 to
September 2021 is 10.9%.
In October 2022, the monthly inflation rate was 0.9% from the previous month
and the annual inflation rate for October 2022 compared to October 2021 was
17.6%. Year-to-date inflation (October 2022 versus December 2021) is 15.0%
and the average annual inflation rate for November 2021 to October 2022
versus November 2020 to October 2021 is 13.8%.
According to the October 2022 HICP, the monthly inflation rate was 0.6% from
the previous month and the annual inflation rate for October 2022 compared
to October 2021 was 14.8%. Year-to-date inflation (October 2022
versus
December 2021) is 12.7% and the average annual inflation rate for November
2021 to October 2022 versus November 2020 to October 2021 is 11.7%.
22
In November 2022, the monthly inflation rate was 0.8% compared to the
previous month, and the annual inflation rate for November 2022 compared
to November 2021 was 16.9%. Year-to-date inflation (November 2022 versus
December 2021) is 15.8% and the average annual inflation rate for December
2021 to November 2022 versus December 2020 to November 2021 is 14.6%.
According to the November 2022 HICP, the monthly inflation rate was 0.6%
from the previous month and the annual inflation rate for November 2022
compared to November 2021 was 14.3%. Year-to-date inflation (November
2022 versus December 2021) is 13.4% and the average annual inflation rate
for December 2021 to November 2022 versus December 2020 to November
2021 is 12.4%.
In December 2022, the monthly inflation rate was 0.9% compared to the
previous month, and the annual inflation rate for December 2022 compared
to December 2021 was 16.9%. Annual average inflation for January-December
2022 compared to January-December 2021 is 15.3%.
According to the HICP, December 2022 monthly inflation is 0.8% from the
previous
month
and
annual
inflation
for
December
2022
compared
to
December 2021 is 14.3%. The annual average inflation
rate for January-
December 2022 compared to January-December 2021 is 13.0%.
*Source: NIS
CURRENCY RISK
The
currency
risk
exposure
is
the
dependence
on
and
the
effects
of
the
currency
exchange
rates
changes.
The
systematic
currency
risk
is
the
probability of possible change in the currency regime of the Country (Currency
Board), which would result either in devaluation of the Bulgarian lev (BGN) or
in appreciation of the BGN against foreign currencies.
Currency risk will have impact on companies with market shares, which are
completed in a currency other than BGN and EUR. Due to the laws in force in
the country, the Bulgarian lev is fixed to the Euro at an exchange rate of EUR
1 = BGN 1.95583, and the Bulgarian National Bank has to maintain a level of
Bulgarian leva in turnover equal to the currency reserves of the bank, the risk
of devaluation of the BGN compared to the European currency is minimum,
and for the most part consists in a possible elimination of the currency board
in the country. At this stage, this appears to be very unlikely because the
Currency Board is expected to be removed at the time of accepting the Euro
as official legal tender in Bulgaria.
At its meeting on June 30, 2021, the Coordination Council for preparation of
the Republic of Bulgaria for euro area membership adopted a draft National
Plan for the introduction of the euro in the Republic of Bulgaria. Bulgaria's
commitment to adopt the single European currency is reaffirmed in the Treaty
on the Accession of the Republic of Bulgaria and Romania to the European
23
Union, after it was initially stated at the start of our country's EU membership
negotiations.
Preparations
for
Bulgaria's
accession
to
the
euro
area
are
scheduled
for
January 1, 2024. The introduction of the euro is planned without a transitional
period as the date of adoption of the euro will coincide with its introduction as
the official unit of payment. The conversion will be done by applying the
irrevocably fixed exchange rate between the euro and the lev. And after the
introduction of the euro within a month, the lev and the euro will be legal
tender at the same time. The National Plan for the Introduction of the Euro in
Bulgaria is the strategic document based on which the operational work for
the replacement of the lev with the euro will be implemented. The document
has been prepared and adopted within the deadline of 30 June 2021, set in
Decree No 103 of the Council of Ministers of 25 March 2021 amending and
supplementing Decree No 168
of the Council
of Ministers of 2015 on the
establishment of a Coordination Council for the preparation of Republic of
Bulgaria for euroarea membership (SG, issue 52 of 2015).
On 11.11.2022 the Coordinating Council for the preparation of the Republic of
Bulgaria for euro area membership adopted the Communication Strategy for
information and publicity of Bulgaria's accession to the euro area. The adoption
of
the
Communication
Strategy
is
an
important
step
on
the
path
of
our
country's accession to the euro area and corresponds with the decision of the
National
Assembly
adopted
on
27.10.2022,
which
obliges
the
Council
of
Ministers, in coordination with the Bulgarian National Bank, to accelerate the
consultations and negotiations with the European institutions and to speed up
the technical preparations for the introduction of the euro in order to meet the
target date for the adoption of the euro of 1 January 2024. It is based on the
National Plan
for the introduction
of
the
euro in
the Republic of Bulgaria
adopted by the Council of Ministers and describes the principles and tasks of
a comprehensive information and communication campaign; the responsible
institutions
that
will
implement
the
different
activities
within
the
overall
campaign; the stages for the implementation
of the activities;
the target
groups; the channels for the dissemination of information, etc.
On 26.11.2022, the international rating agency S&P Global Ratings confirmed
Bulgaria's long-term and short-term foreign and local currency credit ratings
at 'BBB/A-2'. The rating outlook remains stable. The stable outlook balances
on the one hand Bulgaria's weaker near-term economic growth expectations
and
increased
domestic
political
uncertainty,
and
on
the
other
hand
the
country's low net government debt and low interest costs. According to S&P
Global Ratings, these developments provide Bulgaria with policy options and
make its public finances less sensitive to rapidly rising global interest rates.
Bulgaria is currently experiencing high inflation, which according to S&P Global
Ratings could pose a challenge to its eurozone membership from 2024.
According to BNB data from 30.12.2022, the gross external debt at the end of
December 2022 amounted to EUR 43,915.8 million (52.1% of GDP), which is
EUR 2,425.2 million (5.8%) more compared to with the end of December 2021
(41,490.6 million euros, 58.4% of GDP). At the end of December 2022, short-
term liabilities were EUR 8315.1 million (18.9% of gross debt, 9.9% of GDP)
and increased by EUR 1436 million (20.9%) compared to December 2021 (EUR
6879.1 million, 16.6 % of debt, 9.7% of GDP). Long-term liabilities amounted
to EUR 35,600.7 million (81.1% of gross debt, 42.3% of GDP), increasing by
EUR
989.2
million
(2.9%)
compared
to
the
end
of
December 2021
(EUR
34,611.5 million, 83.4% of debt, 48.7% of GDP).
24
TAX RISK
Preservation of the current taxation regime is of defining importance for the
financial result of the companies. There is no guarantee that the tax laws,
which are of direct consequence for the operation of the company, would not
be changed in a direction which would result in a significant overhead expense,
and respectively would have an adverse effect on the profit of the company.
The taxation system in Bulgaria is still undergoing the process of development
and consequently the existence of contradictory tax practices is a possibility.
THE IMPACT OF
EVENTS IN
UKRAINE AND
THE
CONSEQUENCES
OF COVID-19
In February 2022, following the military conflict between Russia and Ukraine,
European Union countries announced the introduction of sanctions packages
against the Russian Federation and a number of Russian banks, as well as
personal sanctions against a number of individuals and entities.
Due to rising geopolitical tensions, there has been a significant increase in
volatility in the securities and currency markets since February 2022, as well
as a significant depreciation of the rouble against the US dollar and the euro.
The sanctions are expected to have adverse effect on the activities of Russian
and related enterprises in various sectors of the economy.
Given the forecasts of a significant slowdown in the global economy due to
events in Ukraine, this is expected to lead to a reduction in consumption and
real incomes of the population. The massive disruption to supply chains that
has started since the beginning of the pandemic and has been exacerbated by
the Russian invasion has necessitated a rethinking of all logistics to shorten
distances
in
order
to
minimize
future
risk
of
disruption
to
production
processes.
Russia's invasion of Ukraine, combined with the subsequent introduction of
various sanctions by the US and the EU, has heightened geopolitical tensions
in Eastern Europe.
The escalation of the military actions and the intensification of sanctions on
fossil fuel imports from Russia have contributed to a rise in commodity prices
to levels not seen since the financial crisis. Higher prices for goods and services
could enter the real economy through lower consumption and investment, with
negative effects on growth. In addition, a drop in the supply of Russian goods
to the EU could cause shortages of agricultural products and raw materials,
affecting economic activity.
These developments could further increase inflationary pressures as higher
commodity prices have already contributed to significantly higher inflation
rates. In a context of already elevated inflation, this poses a challenge for the
monetary policy stance of central banks.
Following the introduction of a number of sanctions, EU market participants
that are heavily dependent on Russian fossil fuels are likely to face significant
risks to their competitiveness.
The post-Covid-19 recovery of economic and financial markets appears to
have stopped following Russia's invasion of Ukraine.
This
event
has
caused
global
market
participants
to
revise
their
growth
expectations for the economy.
Further increases in geopolitical tensions could further affect economic growth
by impacting consumer and business confidence, as well as leading to supply
and demand shocks.
After the recent serious attacks on infrastructure facilities both on the territory
of Ukraine and on the North Stream, there is a serious distance from ending
the conflict. At the same time, the supply of energy, metals, timber and grain,
where both belligerent countries are among the leading exporters, has been
severely
hampered,
leading
to
unexpectedly
high
inflation,
both
in
the
Eurozone and in Bulgaria. Given the development of the war, the prospects
for
an
end
to
the
conflict
in
the
coming
months
are
minimal,
requiring
25
companies to take into account the aforementioned difficulties in international
trade in line with their operations.
On 01.04.2022, the State of Emergency was lifted and various payments
introduced
by
the
Central
Government
as
compensation
to
mitigate
the
negative
impact
of
suspension
of
business
in
relation
to
COVID-19
were
cancelled.
World
Health
Organization
(WHO)
Director-General
Tedros
Adhanom
Ghebreyesus said the world has never been in a better position to end the
COVID-19 pandemic. At the same time, he urged countries not to reduce their
efforts to fight the new coronavirus, which has so far caused the deaths of
more than six million people, Reuters reports. Reuters also notes that his
comment is the most optimistic from the UN health agency since it declared
the new coronavirus situation as a pandemic in March 2020. The virus has
caused powerful shocks to the global economy and overwhelmed health care
systems. According to WHO, deaths from COVID-19 in early September were
at the lowest level since March 2020.
On 13 December 2022, the Council of the European Union adopted the latest
recommendations
on
travel
measures,
according
to which
Member
States
should not impose restrictions on travel on public health grounds. However,
the
recommendations
contain
some
precautionary
measures
in
case
of
a
worsening epidemic situation or the emergence of a new variant of concern.
On 13 January 2023, The World Health Organization changed its guidelines for
coronavirus infected persons, recommending that they be isolated for 10 days
if they show symptoms and 5 days if they do not.
At the same time, in
January 2023, the European
Commission
"strongly"
recommended that all member states require negative coronavirus tests from
citizens arriving from China. Shortly before that, the EC reported that an
"overwhelming" number of member states supported restrictions on arrivals
from the Asian country.
RISK OF
ELECTRICITY
PRICE
INCREASES
Rising electricity and energy prices, which have become mostly increased since
Russia’s invasion of Ukraine, have put pressure on European consumers, after
two years of coronavirus, production blockages and employment problems.
Wholesale natural gas prices have risen by almost 300% in the last year due
to unusually low inventories, increased demand from economies emerging
from the pandemic and minimum supplies from Russia. These processes are
inevitably leading to an increase in inflation, with the European economy
coming under pressure from the shrinking purchasing power of consumers.
Analysts estimate that household costs on energy will rise by 50% this year,
and that the aid from governments to protect the population from rising prices
will compensate for only about a quarter of this. The energy crisis could take
up to 1% of the gross domestic product, with the impact varying from country
to country, and government support could mitigate serious negative effects.
In
the
context
of
steadily
rising
energy
prices,
a
business
compensation
program has been adopted and implemented. The financial source for these
compensations is the revenues in the Security of the Electricity System Fund,
the state-owned energy companies under the umbrella of Bulgarian Energy
Holding as well as the state budget. A subsequent amendment to the program
in June 2022 provided for the continuation of support to all non-domestic
consumers, with the aim of reducing the negative effects of significant and
adverse fluctuations in electricity prices on the free market.
26
UNSYSTEMATIC RISKS
RISK OF PRICE CHANGES IN THE BASIC PRIME AND RAW MATERIALS
The main activity of MONBAT AD is the production of and trading with accumulator
and lead-acid batteries
–
starter batteries, stationary batteries for telecom application,
semi-traction
batteries,
specialized
batteries
–
army
power
range
and
locomotive
batteries. The main materials used in the entity’s production process are lead and lead
alloys, polypropylene, polyethylene separator and sulfuric acid. Over the last three years
the cost of lead from the total cost structure per unit of battery is as follow: for 2020 –
76%, for 2021
–
70 % and for 2022
–
61%.
The risk of price change in the prime material
–
lead is being managed by means
of own recycling facilities and by monthly indexation of the sales prices of the batteries.
In 2022 the used lead produced by own recycling facilities is 98%.
DEPENDENCE
OF
MONBAT
AD
FROM
DISTRIBUTORS,
SUPPLIERS,
CUSTOMERS
There is no dependence of MONBAT AD from customers because the company’s
sales are made directly to customers but through the mediation of an extensive distribution
network in the country and abroad. Significant part of the sales with deferred payment in
the country and for export are being insured in the Bulgarian Export Insurance Agency
(BAEZ) and COFACE which mitigates the risk of non-payment.
MONBAT
AD
is
an
export-oriented
company.
The
company
exports
most
of
its
products with the most important markets in 2022: Germany, France, Spain and Poland.
DEPENDENCE OF MONBAT AD FROM KEY PERSONNEL
The professional activities and efforts, qualifications, motivation and reputation of
the members of board of directors and the senior officials of MONBAT AD and entities within
the
group
are
essential
for
achieving
the
strategic
and
investment
objectives
of
the
Company. The leave or release of any member of boards of directors or key executive official
would negatively affect the smooth conduct of the company’s business activities in the short
term.
Nevertheless,
the
established
management
system
and
consistently
applied
corporate
policy
for
provision
of
incentives
to
motivate
employees
within
the
group,
guarantee to a certain extent the long-term participation of board of director members and
key management personnel in the activities of the entity.
RISK OF CHANGE IN THE DEMAND AND INTRODUCTION OF NEW TECHNOLOGIES
This risk is related to demographic, economic, technological changes or introduction
of new products which may affect the demand for
company’s products
over time. With
introduction of new technologies in the automotive industry (hybrid and electric cars),
consistent with environmental protection and reduction of the separate carbon dioxide
emissions to a minimum, the need for alternative energy sources such as new generation
lead-acid batteries
grows. At the same time,
the need
for multifunctional
products -
accumulator batteries - as a spare source for the photovoltaic power supply and lighting
systems also grows. These new generation products could negatively affect the demand
for an existing and approved product as a result of the fact that they are or at least they
are perceived by consumers as more effective, more refined, combining new features, as
well as due to the fact that they are more advertised.
Monbat AD has not yet been exposed to such a risk, but in the future could be
relatively exposed to such a risk since the principal products of the company are lead-acid
batteries
for
various
applications:
starter
batteries,
stationary
batteries
for
27
telecommunication
application,
semi-traction
batteries,
special
batteries
for
military
application and locomotive batteries.
LIQUIDITY RISK
Liquidity risk consists of the likelihood that MONBAT AD is unable to pay its current
liabilities. The absolute liquidity ratio is calculated as the ratio of cash and short-term
liabilities and indicates company’s ability to meet its short
-term liabilities with its available
cash.
The cash ratio of the company for 2022 is 0.02. As of 31.12.2022 the cash and
cash equivalents of the company decreased by 40.36% compared to 2021, while current
liabilities increased by 24.78%.
ECOLOGICAL RISK
The responsibility of MONBAT AD as the largest producer of accumulator batteries
in
Bulgaria
and
a
dynamically
developing
public
company
is
also
oriented
towards
environment.
Management
of
MONBAT
AD
considers
the
activities
directed
towards
pollution prevention or reduction aimed at achieving a maximum level of human health
and environmental protection as a major priority and a crucial factor in the long-term and
sustainable
development. It is a company’s long
-standing practice to provide clear and
accurate environmental information on its products, services and activities to customers,
suppliers, and the public.
A
key
objective
of
the
Company's
management
is
to
align
its
activities
with
European
legislation
regulating
the
integration
of
climate
risks
into
value
creation
mechanisms and the drive towards a more sustainable global economy. The Company's
management
actively
monitors
the
European
regulatory
framework
introducing
the
obligation for non-financial reporting and, where necessary, adopts internal rules detailing
the procedures and responsibilities of its members in the preparation of sustainability
reports.
FORCE MAJEURE
A few force majeure circumstances such as natural disasters, accidents, epidemics
or intentional acts, could cause substantial property damages that could lead to temporary
suspension and even cessation of the activities of the company. MONBAT AD has a full
property insurance of the production facilities and storages of materials and production
but in case of a continuous violation of the sequence of production activities, that fact
could hardly compensate the lost profits.
THE WAR IN UKRAINE
On
February
24th,
2022,
Russia
has
invaded
Ukraine
and
the
conflict
quickly
escalated as the biggest war initiative since World War II. The conflict had a serious impact
on the international economy, mainly the fuel prices, the volatility of the world markets
and
currency
exchange
rates.
The
EU
and
other
countries
outside
of
EU
has
issued
sanctions and restricted their trade partnerships with Russian and Belarusian individuals
and companies.
Monbat AD does not own or control investments, subsidiaries or other assets in
Russia, Belarus or Ukraine, but the Company has customers based in these countries.
To address the aforementioned war crisis and to limit its negative impact on 2022 results,
the Company has undertaken the following measures:
Risk assessment
•
In
2021
there
was
increased
demand
for
car
batteries,
mainly
due
to
the
interrupted
supply
chains
during
the
early
stages
of
the
Covid-19
pandemic.
28
Compared to the record year of 2021, 2022 saw a reduced demand for batteries
(also reflected as a reduction in revenue from contracts with customers), mainly
due to unfavourable economic conditions, especially in Europe, as a result of the
military
conflict
between
Ukraine
and
Russia,
and
related
inflationary
trends,
including all energy resources and
unfavourable weather conditions in Europe,
where the majority of the Company’s customers are located (milder winter).
•
The sales to Russian clients represent 2.6% of the total sales of the Company for
2022. Sales to Ukrainian customers are 2.5% of total sales (2021: Russia
–
6.2%,
Ukraine and Belarus –
around 1%).
•
With regard to the supply chain, the Company is not directly dependent on Russian,
Ukrainian
or
Belarusian
suppliers
and
has
not
experienced
difficulties
or
interruptions in the supply from Russian or Ukrainian counterparties, that have led
to interruptions in the production process.
•
Due to the worldwide inflation and the market volatility, the average price of lead
on the London Metal Exchange was 2 049 EUR/MT (2021: 1 866 EUR/MT). Monbat
AD addresses the volatility and dependence of the price lead price by applying
standard indexation of the selling prices of its products to all counterparties.
•
The Company’s main customers have not experienced financial difficulties directly
related to the pandemic or the military conflict in Ukraine. The collectability of trade
receivables at 31 December 2022 has been assessed as good.
•
In order to ensure the collectability of its receivables from Ukrainian counterparties,
for which trade receivables insurance is not available, the Company adopted a
policy of 100% pre-shipment advances on all export sales to Ukraine, following the
start of the war conflict. Although there have been no significant delays in the
collection of trade receivables at the end of 2022 and 2021, the activities of several
specific customers in Russia and Ukraine, where delays in collections were already
evident in prior periods, have been further complicated by the military conflict. In
this
regard,
the
Company
has
recorded
impairment
charges
related
to
trade
receivables from these customers amounting to TEUR 260 (2021: TEUR 567). As
at 31 December 2022 the Company has trade receivables from Ukrainian and
Russian customers (net of impairment) amounting to TBGN 10,975 and liabilities,
related
to
advances
received,
amounting
to
TBGN
2,081.
The Company continuously analyzes all possible impacts of changing micro- and
macroeconomic
conditions
on
the
Company's
future
financial
position
and
results
of
operations. Inflationary processes, expressed in increased costs of direct materials, energy
and labour per unit of production, have a significant impact on the Company's operations.
The
Company
has
been
able
to
limit
the
effect
of
these
negative
impacts
of
the
macroeconomic environment by refining its customer and product mix (with a focus on
high-margin products and markets) and,
where necessary, applying an indexation of
selling prices to its customers.
V.
IMPORTANT EVENTS WHICH OCCURRED AFTER THE DATE OF THE ANNUAL
FINANCIAL STATEMENTS
All important events, which have occurred after the date of the annual financial
statements, were disclosed through the information disclosure system of MONBAT AD,
namely - to the regulated securities market, the Financial Supervision Commission and
the
public.
The
information
is
also
available
on
the
website
of
the
company
www.monbatgroup.com.
In January 2023 Britishvolt, the entity that MONBAT AD has an agreement with for
the sale of Monbat Holding GmbH, has entered into administration legal proceedings under
the UK Insolvency Act from 1986 to restructure its activities following issues with its cash-
flows.
29
In the end of February 2023, the company Recharge Industries acquired Britishvolt
following the abovementioned administration process (Note 7.1).
On 22 March 2023 the Company together with its subsidiary Monbat Recycling EAD,
sent a notice to Britishvolt to terminate the contract for the sale of Monbat Holding GmbH
due to Britishvolt’s failure to comply with the agreed terms.
No other adjusting or non-adjusting events have occurred between the reporting
date and the date of authorization of these individual financial statements.
VI.
CURRENT
TRENDS
AND
PROBABLE
FUTURE
DEVELOPMENT
OF
THE
COMPANY
In the upcoming three years the entity is expected to
enter a new stage and
implement new approach to access target markets through a hybrid strategy for growth
(production and distribution), as well as to create conditions for specialization in three
categories: products derived from the recycling activities of the company, carried out by
the
subsidiaries
of
Monbat
AD;
adoption
of
new
technologies
for
the
production
of
batteries; and to increase the number of product and technology solutions in the field of
energy management.
Monbat Group will use its financial strength and excellent relations with customers
across more than 75 countries to enrich its portfolio of products and services in order to
meet emerging trends in the battery industry.
VII.
RESEARCH AND DEVELOPMENT ACTIVITIES
The
management
of
Monbat
AD
highly
appreciates
the
importance
of
continuous
development through elaborating new technologies and continuously invests significant
resources and efforts in this direction.
The activities related to development and adoption of new products is being carried out
jointly by the Marketing and Communications Department, Sales Department, Technology
Department, Production, Operations and Projects Department and Testing Laboratory.
The company’s own research and development laboratory –
MGLab, is equipped with
modern, specialized electronic devices.
The
highly
qualified
staff
of
both
MONBAT
AD
and
MGLab
ensures
the
company’s
technological and innovative growth. We conduct various chemical, physical and electrical
tests required under the internationally recognized standards for lead-acid batteries.
The Research and Development department of MONBAT AD works in close cooperation
with
the
Institute
of
Electrochemistry
and
Energy
Systems
(IEES)
of
the
Bulgarian
Academy of Sciences.
The expenditure incurred on research and development activities until 2022 forms a part
of
the
overall
amount
spent
on
remunerations for the
experts
in
the
Marketing
and
Communications
Department, Sales Department, Technology
Department, Production,
Operations and Projects Department and Testing Laboratory of MONBAT AD. Investments
in research and development activities form
a part of the overall expenditure of the
company for the respective periods. As a result, the following expenditure cannot be
explicitly presented.
In 2022, a significant part of the research and development activity was focused on the
product and production process development of innovative bipolar lead batteries based on
the license acquired from the American company Advanced Battery Concepts LLC. for
GreenSeal® technology.
30
VIII.
INFORMATION REQUIRED PURSUANT TO ART. 187D AND ART. 247 OF THE
COMMERCIAL LAW
1.
The
number
and
the
nominal
value
of
the
acquired
and
transferred
through the year own stocks; the share of the capital which they represent, as
well as the price at which the acquisition or transfer have been executed
On 21.09.2022, the Board of Directors of Monbat AD based on Art. 17, para. 2
and para. 3 of the
company’s Articles of Association with reference to art. 187b of the
Commercial Act and on the grounds of art 111, paragraph 5 of the Public Offering of
Securities Act the Board of Directors adopted a decision for a new buy back procedure of
company’s own shares to be performed within the limits, set up under the provision of art.
17 of the company’s Articles of Association, as follows:
Number of shares liable to buy back under the current procedure
–
up to 3 % of
the company’s registered capital or up to 1 170 000 shares.
•
Minimum price for the buyback
–
BGN 4.51
•
Maximum price for the buyback
–
BGN 8.75
•
Initial term for the buyback
–
26.09.2022.
2. The grounds for the acquisitions made through the year
Pursuant to the provisions of the company’s Articles of Association the Board of
Directors of MONBAT AD has the power to initiate redemption procedures.
3. The number and the nominal value of the possessed own stocks and the
share of the capital which they represent
The total number of own shares owned by the company as of 31.12.2022 is 27,000 or
0.06923% of the voting rights of MONBAT AD
4. The total remuneration received during the year by the members of the
boards
In 2022 the members of the Board of Directors and the procurator have received
the following remuneration:
Table No 12
Full name
Position
gross
amount/
BGN
Net/BGN
1
Evelina Slavcheva
Member of the Board of Directors
40 000
36 000
2
Chavdar Danev
Member of the Board of Directors
40 000
36 000
3
Viktor Spiriev
Member of the Board of Directors
40 000
36 000
4
Peter Bozadzhiev
Member of the Board of Directors
40 000
36 000
5
Petar Petrov
Member of the Board of Directors
40 000
36 000
6
Kyle Anderson
Member of the Board of Directors
40 000
36 000
7
Viktor Spiriev
Executive member of the Board of
Directors
734 166
655 803
8
Peter Bozadzhiev
Group Operations Director
564 642
503 231
9
Petar Petrov
Director of the Battery division
307 453
271 762
10
Chavdar Danev
Financial Director for Liaison with
Financial Institutions
93 811
84 430
31
5.
The
acquired,
possessed
and
transferred
stocks
and
bonds
of
the
company by the members of the Board of Directors during the year
As of 31.12.2022, the members of the Board of Directors do not own shares of the
capital of MONBAT AD.
6. The rights of the members of the Board of Directors to acquire stocks
and bonds of the company
Members of the Board of Directors
of the Company may freely acquire shares of
the company’s capital on the regulated securities market subject to the provis
ions of the
Market abuse regulation and the Law on Public Offering of Securities.
7. The participation of the members of the board of directors in commercial
companies as unlimited liable partners, the possession of more than 25 percent
of
the
capital
of
another
company,
as
well
as
their
participation
in
the
management of other companies or cooperation as procurators, managers or
members of boards
CHAVDAR DANEV
–
CHAIRMAN OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. Danev has been a
partner as of 31.12.2022:
He has not
participated
in
companies and
partnerships as
an
unlimited
liability
partner;
He has not hold more than 25% of the shares of the companies.
Information of all the companies and partnerships of which Mr. Danev has been
a member of the administrative, management or supervisory bodies and /or
other senior manager as of 31.12.2022:
•
Member of the Managing Board of Prista Oil Holding EAD, UIC 121516626;
•
Member of the Supervisory Board of Zaharni Zavodi AD, UIC 104051737
•
Member of the Board of Directors of Zahar Invest AD, UIC 104119736
•
Member of the Board of Directors of BTC Bulgaria, UIC 200635286
PETAR PETROV
–
MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. Petrov has been a
partner as of 31.12.2022:
He has not participated in companies and partnerships as an unlimited liability partner;
He has not hold more than 25% of the shares of the companies
Information of all the companies and partnerships of which Mr. Petrov has been
a member of the administrative, management or supervisory bodies and /or
other senior manager as of 31.12.2022:
He has not been a member of the administrative, management or supervisory bodies or
other senior management of other companies.
FLORIAN HUTH
–
MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. Huth has been a
partner as of 31.12.2022:
• Owner of Valenta
2017 EOOD, UIC: 204670224, 32A Cherny Vrah Blvd, Sofia;
Has not participated in companies and partnerships as an unlimited liability partner;
32
Information of all the companies and partnerships of which Mr. Huth has been a
member of the administrative, management or supervisory bodies and /or other
senior manager as of 31.12.2022:
•
Member of the Supervisory Board of PRISTA OIL HOLDING EAD, UIC: 121516626,
20 Zlaten Rog Str., Sofia;
•
Member of the BoD of SETCAR HOLDINGS LTD, Cyprus;
•
Member of the Supervisory board of AND GNG EAST UKRAINE LTD, BVI
•
Manager of Valenta 2017 EOOD, UIC: 204670224, 32A Cherny Vrah Blvd, Sofia
PETER BOZADZHIEV
–
MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. Bozadzhiev has been
a partner as of 31.12.2022:
•
Owner of First CLAPPER EOOD, UIC 204947066, 21 Ivan Rilski Str. Sofia
•
Has not participated in companies and partnerships as an unlimited liability partner;
Information of all the companies and partnerships of which Mr. Bozadzhiev has
been a member of the administrative, management or supervisory bodies and
/or other senior manager as of 31.12.2022:
•
Member of the BoD of MONBAT NEW POWER AD, UIC: 204333335; 32A Cherny
Vrah Blvd., Sofia;
•
Manager of First CLAPPER EOOD UIC 204947066, 21 Ivan Rilski Str. Sofia
•
Member of the BoD of Societe Nouvelle de l’accumulateur Nour, UIC 1027384F,
Tunisia
EVELINA SLAVCHEVA - MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mrs. Slavcheva has been
a partner as of 31.12.2022:
She has not participated in companies and partnerships as an unlimited liability partner;
She holds more than 25% of the shares of the following companies:
•
Managing partner with 50% in ELHIM ENERGY, OOD: 200171341, 12 Ivan
Milanov Str., 1505 Sofia;
Information of all companies and partnerships of which Mrs. Slavcheva has
been a member of the administrative, management or supervisory bodies and
/or other senior manager as of 31.12.2022:
•
Managing partner in ELHIM ENERGY, UIC: 200171341, 12 Ivan Milanov Str., 1505
Sofia;
KYLE ANDERSON
–
MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. ANDERSON has been
a partner as of 31.12.2022:
He has not participated in companies and partnerships as an unlimited liability partner;
He holds more than 25% of the shares of the following companies:
•
Balkan Investment Group, Inc. USA
33
•
KPA CPA LLC, USA
•
GOOD SHEPHERD TAX AND FINANCIAL SERVICES LLC, USA
•
KPI REAL ESTATE SERVICES LLC, USA
•
LIBERTY PORT HOLDINGS LLC, USA
•
FAE MEADOW FARMS LLC, USA
•
SAINT NICHOLAS TRAIDING COMPANY INC, USA
•
SAINT NICHOLAS FONDATION INC, USA
•
DALLAS & LUISE ANDERSON FONDATION INC, USA
•
LCA PARTNERSHIP LP, USA
•
D&L PARTNERSHIP LP, USA
•
PRISTA OIL TRADING LTD, UIC 204588474
•
PRISTA PORT LTD, UIC 203258566
•
PRISTA PORT BUCHANAN LLC
Information of all the companies and partnerships of which Mr. ANDERSON has
been a member of the administrative, management or supervisory bodies and
/or other senior manager as of 31.12.2022:
•
Balkan Investment Group, Inc. USA
•
KPA CPA LLC, USA
•
GOOD SHEPHERD TAX AND FINANCIAL SERVICES LLC, USA
•
KPI REAL ESTATE SERVICES LLC, USA
•
LIBERTY PORT HOLDINGS LLC, USA
•
FAE MEADOW FARMS LLC, USA
•
SAINT NICHOLAS TRAIDING COMPANY INC, USA
•
SAINT NICHOLAS FONDATION INC, USA
•
DALLAS & LUISE ANDERSON FONDATION INC, USA
•
LCA PARTNERSHIP LP, USA
•
D&L PARTNERSHIP LP, USA
•
PRISTA OIL TRADING LTD, UIC 204588474
•
PRISTA PORT LTD, UIC 203258566
•
PRISTA PORT BUCHANAN LLC
VIKTOR SPIRIEV
–
EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS
Names of all the companies and partnerships of which Mr. SPIRIEV has been a
partner as of 31.12.2022:
He has not participated in companies and partnerships as an unlimited liability partner;
He holds more than 25% of the shares of the following companies:
Kauchein OOD, UIC 205521176
Information of all the companies and partnerships of which Mr. SPIRIEV has been
a member of the administrative, management or supervisory bodies and /or
other senior manager as of 31.12.2022:
•
SPIRIEV AD, UIC 117599580 - members of the board of directors
•
ARTMONBAT AD, UIC 205774610 - members of the board of directors
•
MONBAT NBP EAD, UIC 206010099 -
members of the board of directors
•
STS SRL Italy UIC 0244198078 - members of the board of directors
•
Societe Nouvelle de l’accumulateur Nour
Tunisia, UIC 1027384F
–
member of the
BoD
34
8. Executed contracts in 2022 with members of the Board of Directors or
their related persons beyond the usual activity of the company or substantially
diverted from the market requirements
In 2022 there have not been executed contracts with members of the Board of
Directors or their related persons beyond the usual activity of the company or substantially
diverted from the market requirements.
9.
Planned
economic
policy
for
the
next
year,
including
the
expected
investments
and
development
of
the
personnel,
the
expected
revenue
from
investments
and
development
of
the
company,
as
well
as
the
forthcoming
transactions of substantial importance for the activity of the company
The company presents a development forecast on a consolidated basis.
IX.
PRESENCE OF BRANCHES OF THE ENTERPRISE
The company does not have registered branches in Bulgaria or abroad.
X.
FINANCIAL INSTRUMENTS USED BY THE COMPANY
In 2022 MONBAT AD has used instruments, representing commodity swaps on lead
to hedge cash flows and limit the risk of a change in the London Metal Exchange price of
lead. The Company has not used any material financial instruments to hedge the risks of
changes in foreign exchange rates, interest rates or other cash flows. The Company could
have exposure to liquidity, market, interest rate, currency and operational risks arising
from the use of financial instruments.
XI.
INFORMATION UNDER APPENDIX NO 2 OF ORDINANCE NO 2 OF FSC
1.
Information given in value or quantitative terms about the main categories
of commodities, products and/or provided services, with indication of their share
in the revenues from sales of the issuer as a whole and the changes that occurred
during the reporting fiscal year.
SALES OF LEAD-ACID BATTERIES FOR THE PERIOD OF 2020- 2022
Table No 13
Year
2022
2021
2020
Number of batteries sold
2 642 814
3 429 234
3 077 971
Number of plates sold converted into
batteries
0
0
139 652
BREAKDOWN OF SALES BY TYPES OF BATTERIES
Table No 14
BREAKDOWN OF SALES BY TYPES OF
BATTERIES (Share of quantity sold)
2022
2021
2020
Starter Batteries
82.60%
84.12%
81.92%
Stationary Batteries
6.44%
6.05%
6.40%
Semi traction Batteries
10.96%
9.83%
7.34%
Plates
0%
0%
4.34%
Total:
100%
100%
100%
35
Table No 15
BREAKDOWN OF SALES BY TYPES OF
BATTERIES (share of sales revenue)
2022
2021
2020
Starter Batteries
64.09%
67.13%
67,73%
Stationary Batteries
17.81%
17.24%
19,12%
Semi traction Batteries
18.10%
15.63%
11,99%
Plates
0%
0%
1,86%
Total:
100%
100%
100%
In 2022 the weighted average capacity per unit of battery sold is 90 Ah (2021 - 84
Ah)
2.
Information
about
the
revenues
allocated
in
separate
categories
of
activities,
domestic
and
external
markets
as
well
as
information
about
the
sources for supply of materials required for the manufacture of commodities or
the provision of services with indication of the degree of dependence in relation
to any individual seller or buyer/user, where if the share of any of them exceeds
10 per cent of the expenses or revenues from sales, information shall be provided
about
every
person
separately
about
such
person’s
share
in
the
sales
or
purchases and his relations with the issuer
Information on revenues distributed by main categories of activities is provided in Table
No5.
Information about the revenues based on market segmentation is provided in table No2.
3.
Information about concluded material transactions
In 2022, MONBAT AD did not conclude significant transactions within the meaning
of Ordinance 2 of the FSC, with the exception of those disclosed in the financial statement:
-
In May 2022 the Company entered into an agreement to sell 100% of its investment
in the subsidiary company Monbat Holding GmbH. As at 31 December 2022 the
deal has not been concluded.
-
In 2022 the Company entered into an agreement for the sale of the assets of its
subsidiary company Monbat Immobilien GmbH. As at 31 Decenber 2022 the deal
has not been concluded.
-
In 2022 the Company acquired an additional share of 36.71% of Societe Nouvelle
de l’accumulateur Nour, increasing its share in the company to 60%.
36
4.
Information
about
the
transactions concluded
between
the
issuer
and
related parties during the reporting period, proposals for conclusion of such
transactions
as
well
as
transactions
which
are
outside
its
usual
activity
or
substantially
deviate
from
the
market
conditions,
to
which
the
issuer
or
its
subsidiary is a party, indicating the amount of the transactions, the nature of
relatedness and any information necessary for an estimate of the influence over
the issuer’s financial state.
In 2022 MONBAT AD has concluded transactions with the following related parties:
Table No 16
Related party
Type of relation
Transactions
Monbat Trading OOD
Shareholder in Monbat AD
Purchase of goods and
services, sale of services and
loan granted by Monbat AD.
Prista Oil Holding EAD
Shareholder in Monbat AD and
ultimate parent company
Purchase of goods, materials
and services; loan and deposit
granted by Monbat AD.
START AD
Subsidiary company of Monbat AD
Sale of finished goods and
services. Purchases of
materials, services, fixed assets
and goods by MONBAT AD.
MONBAT PLC DOO
Subsidiary company of Monbat
Recycling EAD
Purchase of materials and
services by MONBAT AD.
YU Monbat DOO
Subsidiary company of Monbat PLC
DOO
Sale of finished goods by
MONBAT AD.
SC MONBAT RECYCLING SRL
Subsidiary company of Monbat
Recycling EAD
Purchase of materials and
services by MONBAT AD.
MONBAT RECYCLING EAD
Subsidiary company of MONBAT
AD, where the shareholding
interest is 100%
Sale of materials, services and
technological waste. Purchase
of materials, services, and
others by MONBAT AD.
SC MONBAT ROMANIA SRL
Subsidiary company of
SC
MONBAT RECYCLING SRL
Sale of production and goods
by MONBAT AD.
MONBAT HOLDING GmbH
Subsidiary of Monbat AD (90%
ownership of the share capital)
and Monbat Recycling EAD (10%)
Loan granted by Monbat AD.
MONBAT SPED LTD
Subsidiary company of MONBAT
AD
Sale of services and goods.
Purchase of services and
materials. Loan granted by
Monbat AD.
Monbat SA Proprietary Limited
Subsidiary company of Monbat AD
Loan granted and sale of
finished goods and services by
Monbat AD.
ART Monbat AD
Subsidiary company of MONBAT
AD
Loan granted and purchase of
materials by Monbat AD.
Monbat Tunisia BV
Subsidiary company of MONBAT
AD, deregistered in 2022
Loan granted by Monbat AD.
Monbat Immobilien GmbH
Subsidiary company of MONBAT
AD
Loan granted by Monbat AD.
Energy Batteries Nigeria
Limited
Subsidiary company of MONBAT
AD
Sale of finished goods and
services by Monbat AD.
Monbat NBP EAD
Subsidiary company of MONBAT
AD
Loan granted by Monbat AD.
Societe Nouvelle des
Accumulateurs Nour
Subsidiary company of MONBAT
AD
Purchase of materials, sale of
materials, finished goods and
services by Monbat AD.
37
Related party
Type of relation
Transactions
Societe Nour Distribution
Subsidiary company of Societe
Nouvelle des Accumulateurs Nour
Sale of materials, production
and services by Monbat AD.
Alliance Energy Companies AD
Other related parties of Monbat AD
Loan granted by Monbat AD.
Prista Invest AD
Other related parties of Monbat AD
Loan granted by Monbat AD.
Torlashka Sreshta EOOD
Other related parties of Monbat AD
Loan granted by Monbat AD.
Holdco Investment
Other related parties of Monbat AD
Loan granted by Monbat AD.
Prista Holdco Cooperatief U.A,
Shareholder in Monbat AD
Loan received from Monbat AD.
Atanas Bobokov
A person exercising joint control
over Prista Oil Holding EAD
Accrued interest on loans
granted by Monbat AD.
Plamen Bobokov
A person exercising joint control
over Prista Oil Holding EAD
Accrued interest on loans
granted by Monbat AD.
No
transactions
with
related
parties
have
been
concluded
which
are
outside
Monbat’s usual activity or substantially deviate from the market conditions.
Information
about
the
transactions
concluded
between
the
company
and
the
related parties during the reporting period can be found in the published separate financial
statements of the issuer.
5.
Information about events and indicators of unusual for the issuer nature,
having substantial influence over its operation and the realized by it revenues
and expenses made; assessment of their influence over the results during the
current year
In 2022 no unpredictable and unforeseen circumstance of an extraordinary nature
occurred that had an impact on the company.
6.
Information about off-balance kept transactions
–
nature and business
purpose, indication of the financial impact of the transactions on the activity, if
the risk and benefits of these transactions are substantial for the assessment of
the issuer’s financial state.
In 2022 no off-balance transactions were concluded.
7.
Information about holdings of the issuer, about its main investments in
the country and abroad (in securities, financial instruments, intangible assets
and
real
estate),
as
well
as
the
investments
in
equity
securities
outside
its
economic group and the sources/ways of financing
As of 31.12.2022 MONBAT AD has direct and indirect holdings in the following
subsidiaries within the economic group of the issuer:
Table No 17
Company’s name
Principal activity
Capital share or
percentage of votes at
the General Assembly
as of 31.12.2022
1
START AD, Sofia
Production,
service
and
marketing
of
accumulator
batteries;
engineering and development-implementation activities; production
and marketing of equipment for production of accumulator batteries;
foreign
and
domestic
trade
and
setting
up
commercial
networks,
specialized stores and representation offices.
97.80%
of
the
voting
shares
2
SC MONBAT
RECYCLING SRL
Recycling
of
accumulator
batteries
and
lead
scrap,
lead
alloys,
polyethylene
and
polypropylene
materials,
trading
in
accumulator
batteries, batteries, lead, polyethylene and polypropylene scrap and
materials on the territory of the Republic of Romania as well as export
and import from and to the Republic of Romania of scrap, materials
and finished goods.
100% of the capital
38
Company’s name
Principal activity
Capital share or
percentage of votes at
the General Assembly
as of 31.12.2022
3
MONBAT
RECYCLING EAD
Recycling of batteries and lead scrap, lead alloys, polyethylene and
polypropylene materials, trading in accumulator batteries, batteries,
lead,
polyethylene
and
polypropylene
scrap
and
materials
on
the
territory of Bulgaria.
100% of the capital
4
MONBAT PLC DOO
Recycling
of
accumulator
batteries
and
lead
scrap,
lead
alloys,
polyethylene
and
polypropylene
materials,
trading
in
accumulator
batteries, batteries, lead, polyethylene and polypropylene scrap and
materials on the territory of the Republic of Serbia as well as export
and import from and to the Republic of Serbia of scrap, materials and
finished goods.
100% of the capital
5
MONBAT
ROMANIA SRL
Trade company with scope of activity: trading, service and marketing
of accumulator batteries, lead, polyethylene and polypropylene scrap.
100% of the capital
6
MONBAT NEW
POWER AD
Trading company.
51% of the capital
7
Energy Batteries
Nigeria Limited
Sale of batteries and other battery related materials.
100% of the capital
8
MONBAT HOLDING
GmbH
Holding Company which holds the equity interest in EAS BATTERIES
GmbH and MONBAT NEW POWER GmbH.
100% of the capital
9
EAS BATTERIES
GmbH
Production, trade and R&D in the field of Li-ion Batteries.
100% of the capital
10
„MONBAT NEW
POWER“ GmbH
Production, trade and R&D in the field of Li-ion Batteries.
100% of the capital
11
Monbat Italy Srl.
Holding Company which holds the equity interest in Piombifera
Italiana.
100% of the capital
12
PIOMBIFERA
ITALIANA SPA
Production, processing and trade of metal alloys, color and ferrous
metals,
semi,
intermediate
processing
plastics,
anhydrous sodium
sulfate, and all products, products and / or waste resulting from the
processing cycle;
the exercise of commissioning systems in reserve,
pre-storage, handling and utilization of hazardous waste and / or toxic
and harmful and / or dangerous waste, consisting of sludge and waste
of used batteries, and / or waste, including scrap minerals or alloys
containing lead and / or heavy metals; management of plants for
secondary
lead
smelting
slag,
including
inertia
chairs,
aimed
at
producing concrete and / or produced products and / or bituminous
products and
manufacture of lead acid batteries.
100% of the capital
13
YU Monbat DOO
Trade company with the following activities: trade, service and sale
of lead-acid batteries, battery, lead polyethylene and polypropylene
scrap
100% of the capital
14
MONBAT SPED
LTD
Transport services, internal and external transport, spedition, export
and import of special goods and objects, opening of a warehouse
network in the country, commercial agency and intermediation.
100% of the capital
15
ART MONBAT AD
Manufacturing, trade, development of research activities in the field
of
nanostructured
materials;
sales
of
nanostructured
additives
in
various industries
51% of the capital
16
MONBAT
IMMOBILIEN
Trading company
100% of the capital
17
STC S.R.L
Manufacturing, installation, research and development in the field of
chemical
and
electrochemical,
metallurgical
and
environmental
industries; sale and installation of machinery
66,66% of the capital
18
Monbat South
Africa Proprietary
Limited
Sale of batteries and other battery-related materials
51% of the capital
19
Monbat NBP EAD
Development of bi-polar batteries
100% of the capital
20
Battery Pro South
Africa LTD
Trading with different types of batteries and accessories
20,4% of the capital
21
Leventa OOD
Services provider
46% of the capital
22
Société Nouvelle
des
Accumulateurs
(SNA)
A
holding
company,
which
owns
majority
steaks,
and
controls
companies from the Nour Group. Production, servicing and sales of
batteries,
engineering
and
development
and
implementation
activities, production and trade of equipment for the manufacturing
of batteries, foreign and domestic trade and construction of trade
networks, specialized stores and representative offices.
60% of the capital
39
Company’s name
Principal activity
Capital share or
percentage of votes at
the General Assembly
as of 31.12.2022
23
Société NOUR
Distribution (SND)
Sales of batteries on the Tunisian market by building trade networks,
specialized stores and representative offices.
59.85% of the capital
24
Société Technique
et Ingénierie de
Précision (TIP)
Provision
of
engineering
and
support
services
to
Nour
Group
companies.
55% of the capital
25
Société NOUR des
Batteries
Industrielles
(NBI)
Provision of services to Nour Group companies.
44.31% of the capital
26
Société NOUR
Recycling (SNR)
Recycling of batteries and lead scrap, lead alloys, polyethylene and
polypropylene materials, trade in batteries, battery, lead polyethylene
and polypropylene scrap and materials in the territory of Tunisia.
30.50% of the capital
8.
Information on the loan agreements concluded by the issuer, respectively
the person under § 1d of the Additional Provisions of the Public Offering of
Securities Act, by its subsidiary, in its capacity of borrowers, indicating the terms
and conditions, including payment deadlines, as well as information for provided
guarantees and commitments
8.1. Loan contracts of Monbat AD in its capacity as a borrower:
1. KBC bank EAD
Contract dated 25.02.2014
Maturity date: 15.02.2016
Loan amount: EUR 3 200 000
Type of credit: Revolving loan
Interest: 1-month EURIBOR + mark-up
Collateral: Rank collateral of mortgage of own real estate, cadaster No 48489.5.597,
cadaster No 48489.5.281, cadaster No 48489.5.396, together with buildings on it, on the
territory of Montana str. Indystrialna.
With annex N 4/ 30.06.2016 the amount of the loan was increased to EUR 4 200 000
With annex m.06.2016 the amount of the loan was increased to EUR 9 200 000:
Maturity date: 15.11.2023
Pledge on fixed assets owned by Monbat AD and Monbat Recycling Bulgaria.
First rank pledge agreement on Monbat’s receivables on bank accounts held with the bank.
Utilized amount as of 31.12.2022 at the amount of BGN 11 206 694 or EUR 5 729 891,
entirely short-term.
2. Eurobank Bulgaria AD
Contract No 339/07.12.2004
Maturity date: 01.09.2006
Loan amount: EUR 2 200 000
Type of credit: Credit line
Interest: Variable reference interest rate + mark-up
Collateral: Pledge on assets and inventories owned by Monbat AD
With annex from 16.06.2017 the amount of the loan was increased to BGN 18 971 401
Maturity date: 01.10.2023
Utilized amount as of 31.12.2022 at the amount of BGN 18 970 948, entirely short-term.
40
3. Eurobank Bulgaria AD
Contract No 100
-972 / 23.11.2010
Maturity date: 23.11.2011
Amount borrowed: EUR 1 000 000
Type of credit: Working capital
Interest: 3-month EURIBOR + mark-up
Collateral:
Real estate 1: ½ ideal part of land with identification N48489.282 on the cadastral map of
Montana, buildings and factories, warehouse currently owned by Monbat AD, approved
with Directive No RD
-18-19-/05.04.2006 of the Procurator of AK.
Real estate 2: ½ ideal part of land with identification N48489.282 on the cadastral map of
Montana, buildings and factories, warehouse currently owned by Monbat AD, approved
with Directive No RD
-18-19-/05.04.2006 of the Procurator of AK.
Pledges:
Pledge 1: Machines, installations and vehicles, located in the factory of Monbat AD in
Montana, 72 “Industrial” str.
Pledge
2:
Vehicle
weighing
machine
and
security
room
with
an
area
of
102
sq.m.,
according to documentary evidence and inventory number 300000003
Pledge 3: Unloading area, with an area of 1980 sq.m., according to documentary evidence
and property inventory number 3000000004.
A special pledge entered in the Central Register of Special Pledges- fixed assets, machinery
and equipment, movables.
There is annex from 29.07.2014 and the loan is transferred from EUR in BGN
Maturity date: 30.09.2023
Amount borrowed: BGN 1 955 830
Type of credit: Credit line
Interest: Variable reference interest rate + mark-up
Collateral: Promissory Note for the amount of BGN 1 955 830
Utilized amount as of 31.12.2022 at the amount of BGN 1 914 246, entirely short-term.
4. DSK Bank EAD
Contract
No1675/16.09.2015
Maturity date: 10.09.2023
Loan amount: EUR
2 500 000
Type of credit: For working capital
Interest: 1 M EURIBOR + mark-up
Collateral: Pledge agreement on receivables and property, plant and equipment
Utilized amount as of 31.12.2022 at the amount of EUR 850 000 or BGN 1 662 455,
entirely short-term.
5. DSK Bank EAD
Contract No1674/16.09.2015
Maturity date: 10.09.2016
Loan amount: BGN
2 000 000
Type of credit: For working capital
Interest: Variable reference interest rate + mark-up
–
solely short-term.
With annex from 13.11.2019 a loan amount of up to BGN 9 000 000 is increased.
Maturity date: 10.09.2023
First rank pledge on the fixed assets of Monbat AD
Next in line special pledge on receivables.
Utilized amount as of 31.12.2022 at the amount of BGN 8 999 883, entirely short-term.
41
6. KBC bank EAD
Contract dated 09.11.2015
Maturity date: 15.12.2023
Loan amount: BGN 490 000
Type of credit: Overdraft
Interest: Variable reference interest rate + mark-up
Collateral:
No collateral
Utilized amount as of 31.12.2022 at the amount of BGN 470 321, entirely short-term.
7. Eurobank Bulgaria AD
Contract 359/2017 dated 05.10.2017
Loan amount: EUR 2 556 459
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Maturity date: 31.12.2022
Collateral: First pledge agreement for Monbat’s receivables from the third parties.
Utilized amount as of 31.12.2022 at the amount of BGN 3 504 102 or EUR 1 791 619,
entirely short-term.
8. UBB AD
Contract 20F-00428 dated 10.04.2020
Maturity date: 31.12.2022
Loan amount: EUR 2 000 000
Type of credit: Credit line
Interest: 1 M EURIBOR + mark-up
Collateral: Pledge on receivables on all borrower‘
s accounts opened in the bank; insurance
with BAEZ, covering the exposure under the contract up to EUR 2 million.
With an annex of 15.12.2020, the amount of the loan is divided into two sub-limits of 1
million euro with the right to draw down the first sub-limit until 31.12.2022 and final
repayment until 31.12.2022 and with the right to draw down the second sub-limit in case
of successful review, which the bank will carry out until 30.12.2022.
With an annex of 15.11.2022 the maturity date is extended to 31.01.2024
Utilized amount as of 31.12.2022 at the amount of BGN 3 910 003 or EUR 1 999 153,
entirely long-term.
9. UBB AD
Contract dated 10.04.2020
Maturity date: 30.09.2026
Loan amount: EUR 13 000 000
Type of credit: Credit line
Interest: 6 M EURIBOR + mark-up
Collateral:
Another mortgage of land with an area of 38 665 m2, owned by Start AD and Monbat
Recycling EAD, together with the buildings and improvements built on it and the future
buildings planned for construction.
Another mortgage on land with an area of 11 343 m2, owned by Start AD and Monbat
Recycling EAD
Another mortgage of a building with an area of 3 510 m2, owned Monbat Recycling EAD
warehouse.
Special pledge on machinery, equipment and equipment, means of transport, business
inventory owned by Start AD
First special pledge of items and inventories, with a carrying amount of EUR 4 million,
owned by Start AD
Special pledge on receivables on all accounts of the borrower, opened with the bank..
42
With an annex of 15.12.2020 the amount of the loan was changed to EUR 10 000 000 and
the loan is divided into two sub-limits of TEUR 5 833 and TEUR 4 167 respectively with the
right to draw down the first sub-limit by 30.12.2020 and repayment of EUR 1 million on a
6-month basis starting on 30 January 2021 and with the right to draw down the second
sub-limit in case of successful review, which the Bank will carry out by 31.12.2022. In
case of successful review, the maturity date is 30.07.2025.
Utilized amount as of 31.12.2022 at the amount of BGN 11 734 980 or EUR 6 000 000 of
which BGN 3 911 660 (EUR 2 000 000) short-term.
10. Investbank AD
Contract dated 21.07.2021
Maturity date: 26.03.2023
Loan amount: EUR 5 000 000
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Collateral:
First rank contractual mortgage of a property with an area of 39 998 sq. M., owned by
Monbat AD, for the purpose of building a bipolar battery manufactory.
First rank pledge on 50 829 042 shares in line with the Commercial Law with voting rights
with a nominal price of BGN 1, owned by Monbat AD as shares in Monbat Recycling EAD.
First rank pledge on current and future receivables available in all open accounts held by
Monbat AD.
With an annex dated 14.07.2022, the loan amount is increased to EUR 8 315 000.
Utilized amount as of 31.12.2022 at the amount of BGN 9 779 150 (EUR 5 000 000),
entirely short-term.
11. Investbank AD
Contract dated 25.02.2022
Maturity date: 26.03.2023
Loan amount: EUR 5 000 000
Type of credit: Credit line
Interest: 3 M EURIBOR + mark-up
Collateral:
First-order contractual mortgage on land with an area of 782 m2, owned by Monbat
Recycling EAD. First-order pledge established on current and future receivables for the
balances in all accounts in Investbank opened by Monbat AD, Monbat Recycling EAD and
Prista Oil Holding EAD Financial risk insurance policy issued by BAEZ in favor of the bank,
with a credit limit of not less than EUR 4 000 000.
Utilized amount as of 31.12.2022 at the amount of BGN 9 779 150 (EUR 5 000 000),
entirely short-term.
12.Bank credit card accounts
with credit limits BGN 50 000 and utilized amounts as of
31.12.2022 at the amount of TBGN 1.
Loan contracts from other credit institutions
13. UBB Interlease EAD
Contract dated 18.10.2019
Maturity Date: 19.11.2024
Amount of Credit:
EUR 1 271 250
Type of credit: credit line
Interest: Fixed interest
Collateral: assembly line for lead-acid accumulators and lead-acid furnace
Utilized amount to 31.12.2022 in the amount of EUR 466 094 or BGN 911 600, of which
BGN 497 000 short-term.
43
14. UBB Interlease EAD
Contract dated 29.11.2019
Maturity Date: 29.12.2024
Amount of Credit:
EUR 219 999
Type of credit: credit line
Interest: Fixed interest
Collateral: electrical systems CDR400/420V-8CH (4 pieces) and CDR400/360V-10CH (5
pieces)
Utilized amount to 31.12.2022 in the amount of EUR 87 836 or BGN 171 792, of which
BGN 86 000 short-term.
15. UBB Interlease EAD
Contract dated 26.11.2021
Maturity Date: 26.11.2025
Amount of credit: EUR 420 366
Type of credit: credit line
Interest: Fixed interest
Collateral: 13 machines
Utilized amount to 31.12.2022 in the amount of EUR 248 575 or BGN 486 170, of which
BGN 155 000 short-term
16. UBB Interlease EAD
Contract dated 27.09.2022
Maturity Date: 31.10.2024
Amount of credit: EUR 114 735
Type of credit: credit line for fixed assets
Interest: 3M EURIBOR + mark-up
Collateral: Computer equipment
Utilized amount to 31.12.2022 in the amount of EUR 72 167 or BGN 141 146 of which BGN
91 548 is short-term
17. UBB Interlease EAD
Contract dated 11.11.2022
Maturity Date: 30.04.2027
Amount of credit: EUR 1 094 544
Type of credit: credit line for fixed assets
Interest: 3M EURIBOR + mark-up
Collateral: Machines and equipment
Utilized amount to 31.12.2022 in the amount of EUR 54 677 or BGN 106 939
–
entirely
short-term
Loan contracts of the subsidiaries of Monbat AD, in their capacity as borrowers:
1. UBB AD
Contract No1317/18.03.2016
Borrower: Start AD
Maturity date: 31.01.2028
Amount borrowed: EUR 4 500 000
Type of credit: working capital
Interest: 3-month EURIBOR + fixed mark-up
Collateral: Land with ident. N72624.603.300, including the buildings on it.
Land with ident. N72624.603.190, including the buildings on it.
Land with ident. N72624.603.191, including the buildings on it.
Land with ident. N72624.603.193., including the buildings on it.
Land with ident. N72624.603.196, including the buildings on it.
44
Special pledge on plant and equipment. Pledges on bank accounts held with the bank.
Balance as at 31.12.2022 at the amount of EUR 4 493 208 or BGN 8 787 952
2. UBB AD
Contract 27.09.2022
Borrower: Start AD
Maturity date: 25.03.2028
Amount borrowed: EUR 546 000
Type of credit: investment type
Interest: 3-month EURIBOR + fixed mark-up
Collateral: Assets
Balance as at 31.12.2022 at the amount of EUR 394 090 or BGN 770 774
3. Raiffeisen Bank SA Romania
Contract N 80046/IS/2017
Borrower: SC Monbat Recycling S.R.L.
Maturity date: 30.05.2023
Amount borrowed: EUR 5 000 000
Type of credit: Credit line
Interest rate and commission: 1Week EURIBOR + fixed mark-up
Collaterals: Corporate guarantee issued by Prista Oil Holding EAD as well as - recycling
equipment for recycling of scrap batteries. Special pledge on inventory and equipment
Balance as at 31.12.2022 at the amount of EUR 3 971 204 or BGN 7 767 000
4. KBC Bank EAD
Contract dated 15.07.2015
Borrower: Monbat Recycling EAD
Maturity date: 30.07.2023
Amount borrowed: EUR 3 000 000
Type of credit: Credit line
Interest rate and commission: 1 М EURIBOR + fixed mark
-up
Collaterals: First rank pledge of bank accounts held in the bank
Third rank pledge on Engitec installation
First rank pledge on inventory
Balance as at 31.12.2022 at the amount of EUR 3 000 000 or BGN 5 867 490
5. Eurobank Bulgaria AD
Contract N 196/2016
Borrower: Monbat Recycling EAD
Maturity date: 30.09.2023
Amount borrowed: EUR 1 500 000
Type of credit: Credit line
Interest rate and commission: 3 М EURIBOR + fixed mark
-up
Repayment schedule: Currently paid depending on the available cash.
With annex 27.09.2017 the amount of the loan was increased to 2 500 000 EUR:
Repayment schedule: Currently paid depending on the available cash.
Collaterals: First rank pledge on receivables from third parties.
Balance as at 31.12.2022 at the amount of EUR 1 392 158 or BGN 2 722 824
6.Raiffeisen Bank Serbia
Contract dated 15.04.2019
Borrower: Monbat PLC DOO
Maturity date: 14.12.2023
Amount borrowed: EUR 2 000 000
Type of credit: for working capital
Interest rate and commission: 1 М EURIBOR + fixed mark
-up
45
Collaterals: First rank pledge on inventories
Balance as at 31.12.2022 at the amount of EUR 2 000 000 or BGN 3 911 660
7. ProCredit Bank Serbia
Contract dated 24.06.2020
Borrower: Monbat PLC DOO
Maturity date: 24.06.2023
Amount borrowed: EUR 1 500 000
Type of credit: for working capital
Interest rate and commission: 1 М EURIBOR + fixed mark
-up
Collaterals: Promissory notes issued by the entity
Balance as at 31.12.2022 at the amount of EUR 450 000 or BGN 880 124
8. ProCredit Bank Serbia
Contract dated 24.06.2020
Borrower: Monbat PLC DOO
Maturity date: 24.06.2023
Amount borrowed: EUR 450 000
Type of credit: Revolving line of credit
Interest rate and commission: 1 М EURIBOR + fixed mark
-up
Collaterals: Promissory notes issued by the entity
Balance as at 31.12.2022 at the amount of EUR 388 298 or BGN 759 445
9. ProCredit Bank Serbia
Contract dated 10.11.2021
Borrower: Monbat PLC DOO
Maturity date: 10.11.2023
Amount borrowed: EUR 1 100 000
Type of credit: Revolving line of credit
Interest rate and
commission: 1 М EURIBOR + fixed mark
-up
Balance as at 31.12.2022 at the amount of EUR 1 099 788 or BGN 2 151 000
10. MEDIOCREDITO ITALIANO S.P.A.
Contract dated 30.04.2019
Borrower: Piombifera Italiana S.P.A.
Maturity date: 31.03.2029
Amount borrowed: EUR 3 500 000
Type of credit: for working capital
Interest rate and commission: 3 М EURIBOR + fixed mark
-up
Balance as at 31.12.2022 at the amount of EUR 2 275 249 or BGN 4 450 000
11. MEDIOCREDITO CENTRALE SPA
Contract dated 30.06.2018
Borrower: Piombifera Italiana S.P.A.
Maturity date: 08.06.2028
Amount borrowed: 457 688 EUR
Type of credit: for working capital
Interest rate and commission: FIXED MARK-UP
Balance as at 31.12.2022 at the amount of EUR 0 or BGN 0
46
12. STB
Contract dated 16.05.2016
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date:31.03.2023
Amount borrowed: 3 500 000 TND, utilized in 5 separate tranches
Type of credit: investment credit
Interest rate and commission: Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 172 331
13. STB
Contract dated 13.04.2018
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date: 30.04.2025
Amount borrowed: 2 500 000 TND
Type of credit: investment credit
Interest rate and commission: Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 615 470
14. STB
Contract dated 10.07.2018
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date:31.07.2025
Amount borrowed: 1 250 000 TND
Type of credit: investment credit
Interest rate and commission: Referece interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 369 278
15. STB
Contract dated 15.06.2022
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date:15.03.2023
Amount borrowed: 3 700 000 TND
Type of credit: for working capital
Interest rate and commission:
Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 2 186 143
16. STB
Contract dated 15.06.2022
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date: 15.03.2023
Amount borrowed: 4 000 000 TND
Type of credit: for working capital
Interest rate and commission: Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 2 363 398
17. STB
Contract dated 13.04.2021. and 10.07.2021
Borrower: Societe Nour Distribution
Amount borrowed: 3 500 000 TND
Type of credit: for working capital, incl. overdraft facility on top of the amount borrowed
Interest rate and commission:
Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 715 408
47
18. STB
Contract dated 10.07.2021
Borrower: Societe Nour Distribution
Maturity date:15.12.2022
Amount borrowed:
1 000 000 TND
Type of credit: for working capital
Interest rate and commission:
Reference interest rate (TMM) + fixed mark-up
Balance as at 31.12.2022 at the amount of BGN 2 167 107
19. STB
Contract dated 10.09.2022
Borrower: Societe Nour Recycling
Maturity date: 2029
Amount borrowed: 7 300 000 TND
Type of credit: : investment credit
Interest rate and commission: TMM + FIXED mark-up
Balance as at 31.12.2022 at the amount of
BGN 1 772 548
20. STB
Contract from September 2022
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date 15.03.2023
Amount borrowed 2 300 000 TND
Type of credit working capital
Interest rate Reference interest rate
Balance as at 31.12.2022 1 357 154 BGN
21. Other
In addition to the bank loan described above, STC S.R.L. uses different in type, structure
and maturity secured and unsecured short- term and long- term bank loans from different
banking institutions in the total amount of BGN 1 382 600 thousand as at 31.12.2022.
Summary of loan contracts from other financial institutions:
22. KBC lease Bulgaria EOOD
Contract of 036294-RF-001/21.12.2018
Borrower: Start AD
Maturity Date: 21.12.2023
Amount of Credit: 743 143 euro
Type of credit: credit line
Interest: Fixed interest
Collateral: ConCast System
Utilized amount to 31.12.2022 in the amount of 163 499 EUR or 319 777 BGN
23. KBC lease Bulgaria EOOD
Contract of 036294-RF-002/21.12.2018
Borrower: Start AD
Maturity Date: 21.12.2023
Amount of Credit: 534 967 EUR.
Type of credit: credit line
Interest: Fixed interest
Collateral: Double Wide ConRoll System
Utilized amount to 31.12.2022 in the amount of 102 167 EUR or 199 820 BGN
48
24. UBB Interlease EAD
Contract. 0026504/E/30.03.2020
Borrower: Start AD
Maturity Date: 30.03.2024
Amount of Credit: 334 779 EUR.
Type of credit: credit line
Interest: Fixed interest
Collateral: machines and equipment for the production of lead-acid batteries.
Utilized amount to 31.12.2022 in the amount of 80 715 EUR or 157 864 BGN
25. UBB Interlease EAD
Contract. 0026504/D/13.01.2020
Borrower: Start AD
Maturity Date: 13.01.2025
Amount of Credit: 321 557 EUR.
Type of credit: credit line
Interest: Fixed interest
Collateral: tooling for casting ConCast gratings and rectifier systems.
Utilized amount to 31.12.2022 in the amount of 120 575 EUR or 235 825 BGN
26. UBB Interlease EAD
Contract. 0026504/H/2021/30.06.2021
Borrower: Start AD
Maturity Date: 30.06.2025
Amount of Credit: 654 584 euro.
Type of credit: Credit line
Interest: Fixed interest
Collateral: Separating machine BETTER for AGM tiles and equipment for it
Utilized amount to 31.12.2022 in the amount of 324 403 EUR or 634 477 BGN
27. UBB Interlease EAD
Contract. 0026504/I/2021/22.12.2021
Borrower: Start AD
Maturity Date: 21.12.2025
Amount of Credit: 78 845 euro.
Type of credit: Credit line
Interest: Fixed interest
Collateral: Checker –
short circuit.
Utilized amount to 31.12.2022 in the amount of 59 843 EUR or 117 042 BGN
28. OBB Interlease EAD
Contract 0026504/ L/ 2022/ 29.09.2022
Borrower: Start AD
Maturity date 25.09.2026
Amount of credit 196 297 credit line
Equipment: Cutting machine with templates and drum
Utilized amount to 31.12.2022 in the amount of 144 149 EUR or 281 931 BGN
29. OBB Interlease EAD
Contract 0026504/N/2022/14.12.2022
Borrower: Start AD
Maturity date 14.12.2027
Amount of credit 50 990 EURO
Type of credit Fixed interest
Equipment Lifting maching
Utilized amount to 31.12.2022 in the amount of 45 891 EUR or 89 755 BGN
49
30. Volvo Financial Services Bulgaria EOOD
Contract. 2274306 dated 07.10.2019
Borrower: Monbat Sped EOOD
Maturity Date: 16.11.2024
Amount of Credit: 491 250 EUR
Type of credit: credit line
Interest: Fixed interest
Collateral: 5 pc. Volvo trucks
Utilized amount to 31.12.2022 in the amount of 195 941 EUR or 383 226 BGN
31. Volvo Financial Services Bulgaria EOOD
Contract. 2454239-4/05.06.2020
Borrower: Monbat Sped EOOD
Maturity Date: 16.06.2025
Amount of Credit: 182 304 EUR
Type of credit: credit line; Interest: Fixed interest
Collateral: 2 pcs of Volvo trucks and 2 pcs of trailers
Utilized amount to 31.12.2022 in the amount of 96 488 EUR or 188 714 BGN
32. Volvo Financial Services Bulgaria EOOD
Contract. 2705097
Borrower: Monbat Sped EOOD
Maturity Date: 16.06.2025
Amount of Credit: 104 210 euro
Type of credit: Credit Line
Interest: Fixed interest
Collateral: Volvo L60H
Utilized amount to 31.12.2022 in the amount of 72 713 EUR or 138 028 BGN
33.
ОТP Leasing EOOD
Contract 21941360451
Borrower: Monbat Recycling EAD
Maturity date 05.06.2027
Amount of credit 518 500 EUR
Type of credit Credit line
Interest Fixed interest
Collateral: Installation for advance treating with physical methods of a PE separator and
production of ABS grinder
Utilized amount to 31.12.2022 in the amount of 398 878 EUR or 780 139 BGN
34. Tunisia - Leasing of cars
Contract - 5 units from 2022
Borrower: Societe Nouvelle des Accumulateurs Nour
Maturity date 2025
Amount of credit 293 000 TND
Type of credit Leasing
Interest rate Reference interest rate
Utilized amount to 31.12.2022 156 646 BGN
Information on loan agreements concluded by subsidiaries and the ultimate parent
company, as borrowers, can be found in the published reports of the respective
companies.
50
9.
Information on the loans granted by the issuer, , or by their subsidiaries,
providing
guarantees
or
assuming
obligations
in
total
to
one
person
or
his
subsidiary, including related parties or name and UIC of the person, the nature
of the relationship between the issuer, respectively the person under § 1e of the
additional provisions of the POSA, or their subsidiaries and the borrower, the
amount
of
outstanding
principal,
interest
rate,
contract
date,
repayment
deadline, the amount of the commitment, specific conditions other than those
referred to in this provision, as well as the purpose for which they were granted,
in case they were concluded as target.
I. Loan contracts of MONBAT AD, in its capacity as lender:
Table No 18
As at 31.12.2022 in BGN
2022
2021
Loan to MONBAT HOLDING GmbH
-
1 789 584
Loan to MONBAT SPED EOOD
485 820
585 820
Loan to ART Monbat
4 921 000
3 538 647
Loan to Monbat Tunisia BV
-
136 908
Loan to
HOLDCO INVESTMENT
40 000
-
Loan to Monbat Trading OOD
3 276 000
3 869 560
Loan to Monbat SA Proprietary Ltd
977 915
977 915
Loan to Torlashka Sreshta EOOD
160 000
160 000
Loan to Monbat Eco Project OOD
221 800
221 800
Loan to Monbat NBP
2 700 000
2 550 000
Loan to Atanas Bobokov
3 268 652
3 268 652
Loan to Plamen Bobokov
1 830 000
1 830 000
Loan to Grafon (net of impairment)
-
269 500
Deposit to Prista Oil Holding EAD
20 030 256
20 030 256
Loan to Prista Invest
3 696 000
2 114 252
Loan to Advanced Research and Technologies
97 000
97 000
Loan to Alliance Energy Company
700 000
-
Information about the loan terms is contained in the annual separate financial
statements of Monbat AD.
II.
Loan
contracts
of
MONBAT
AD’s
subsidiaries,
in
their
capacity
as
lenders:
•
Contract dated 26.02.2020
Loan granted to Recycling Company EOOD
Lender: Start AD
Utilized principal: BGN 50 000
Maturity term: 1 year
Outstanding balance as at 31.12.2022: BGN 50 thousand
•
Contract dated 06.01.2020
Loan granted to Prista Oil Holding EAD
Lender: Start AD
Utilized principal: BGN 825 000
Utilized principal: EUR 600 000
Maturity term: 5 years
Outstanding balance as at 31.12.2022 BGN 1 014
thousand
51
•
Contract dated 2012
Loan granted to Prista Oil Holding EAD
Lender: Monbat Recycling EAD
Utilized principal: BGN 3 911 thousand
Interest rate: 3.5 % annual interest rate.
Maturity term: 31.12.2024
Outstanding balance as at 31.12.2022: BGN 4 774 thousand
Repayment: no repayment schedule
With an annex from 31.12.2020 the term of the loan is changed to be on request,
but not later than 31.12.2024 and the accrued and unpaid interests are capitalized
in the value of the principal.
•
Contract dated 2019
Loan granted to Prista Oil Holding EAD
Lender: Monbat Recycling EAD
Deposited amount: BGN 100 thousand
Maturity term: on request but no later than 1.12.2024
Interest rate: reference rate + 1.5%, but no less than 3.5% annual interest rate
Outstanding balance as at 31.12.2022: BGN 100 thousand
Repayment: no repayment schedule
•
Contract dated 2021
Loan granted to Prista Oil Holding EAD
Lender: Monbat Recycling EAD
Utilized principal: BGN 180 thousand
Interest rate: 3.5% annual interest rate
Maturity term: 31.12.2024
Outstanding balance as at 31.12.2022 BGN 180 thousand
Information
on
loan
agreements
concluded
by
subsidiaries
and
the
ultimate
parent
company, as lenders, can be found in the published reports of the respective companies.
10.
Information on the use of the funds from a new issue of securities carried
out
At the end of 2017 the company has issued a new issue of bonds.
MONBAT AD, has issued first order corporate convertible bonds with ISIN BG2100023170,
issued under the conditions of initial public offering as follows:
Principal amount of the issue: EUR 28 015 000 (twenty-eight million and fifteen
thousand).
Number of bonds: 28 015 (twenty-eight thousand and fifteen).
Denomination: EUR 1 000 (one thousand) each
Issue Date: 20/01/2018
Maturity Date: 20/01/2025
Type of bonds: convertible, ordinary, registered, dematerialized, interest-bearing,
freely transferable, unsecured.
Term to maturity: 84 (eighty-four) months.
Interest rate: floating rate of 6M EURIBOR plus premium of 300 basis points, but
not less than 3.00 % on an annual basis.
Interest payment date: 20 January and 20 July of each year during the Maturity
Date. If the Interest Payment Date is not a Business Day, the Interest Payment Date shall
be postponed to the next Business Day.
Amortization: in three installments at the end of the 5th, the 6th, and the 7th year
of the life of the bond; at 20%, 30% and 50% of the nominal value, respectively, which
corresponds
to
the
following
Interest
Payment
Dates:
20/01/2023,
20/01/2024
and
52
20/01/2025. In the event of conversion, the principal repayments will be calculated on the
basis of the current bond issue's nominal value at the date of the respective principal
payment. In this case, the last principal installment at the end of the 7th year will be
equalized
and
will
repay
the
entire
outstanding
nominal
value
of
the
issue,
if
such
outstanding nominal value exists.
Conversion option: Each bondholder may request the conversion of the bonds
he/she holds according to their current nominal amount at the Conversion Price on the
48th, 66th and 78th month after issuance, corresponding to the following Interest Payment
Dates, respectively: 20/01/2022, 20/07/2023 and 20/07/2024.
Conversion price: equal to 90% of the weighted average price of a MONBAT
AD’
s
share on the BSE for the six months preceding the respective conversion date.
Minimum conversion threshold: 5% of the outstanding nominal amount of all Bonds on
each of the respective conversion dates.
Call option: The Issuer may redeem the residual outstanding part of the Bond issue
on the 60th month after issuance at 101% of the current outstanding principal amount.
The date of the Call option corresponds with the interest and principal payment on the
60th
month
or
20.01.2023
with
the
call
option
considering
the
corresponding
20%
principal instalment.
On 20.01.2018, the public offering has concluded successfully, and on 29.01.2018,
the new bond loan has been declared as concluded in the Commercial Register. “Monbat”
AD has raised 28 015 000.00 Euro, representing 54 792 577.45 equivalence in BGN, with
fixed exchange rate of BNB 1.95583/ЕUR.
Utilization of the fun
ds raised from the bond issue issued by “Monbat” AD has
started on 26.06.2018, when “Monbat” AD has taken part in the acquisition of shares in
the capital of “Monbat Holding Germany” GmbH (parent company to EAS Germany GmbH
(“EAS”), to a full amount of 5 400 000 Euro.
The next utilization has been conducted on 05.12.2018 when “Monbat” AD has
taken part in the acquisition of shares in the capital of “Monbat Recycling” EAD (parent
company of Monbat Italy S.R.L), to the amount of 8 000 000 EUR. On 07.12.2018,
“Monbat
Recycling” EAD participated in the increase of capital of „Monbat Italy“S.R.L. (the parent
company of Piombifera Italiana) through the acquisition of shares amounting to 8 000 000
EUR.
The next utilization has been conducted on 25.03.2019 when “Monbat” AD has
taken part in the acquisition of shares in the capital of “Monbat Holding Germany” GmbH
(parent company to EAS Germany GmbH (“EAS”), to a full amount of 2 227 500 Euro.
The next utilization to the amount of 1 340
533 EUR has been
conducted on
25.07.2019 when “Monbat” AD acquired 66.66% of the share capital of STC S.r.l. for an
effective cash consideration of 1 340 533 EUR and contingent consideration of 236 529
EUR.
The next utilization has been conducted on 19.09.2019 when “Monbat” AD has
taken part in the acquisition of shares in the capital of “Monbat Holding Germany” GmbH
(parent company to EAS Germany GmbH (“EAS”), to a full amount of 1 800 000 Euro.
The next utilization has been conducted on 11.03.2020 when “Monbat” AD has
taken part in the capital increase of “Monbat Holding Germany” GmbH (parent company
to EAS Germany GmbH (“EAS”), to a full amount of 1 800 000 Euro.
The next utilization has been conducted on 26.03.2020 when “Monbat” AD has
taken part in the
capital increase of “Monbat Holding Germany” GmbH (parent company
to EAS Germany GmbH (“EAS”), to a full amount of 200 000 Euro.
The next utilizations have been conducted on 02.04.2020, 29.04.2020, 13.05.2020
and on 06.08.2020 when “Monbat” AD has taken part in the capital increase of “Monbat
Holding Germany” GmbH (parent company to EAS Germany GmbH (“EAS”), to a full
amount of 700 000 Euro.
The next utilizations have been conducted on 27.10.2020, 06.11.2020 and on
11.12.2020 when “Monbat” AD has taken part
in the capital increase of “Monbat Holding
Germany” GmbH (parent company to EAS Germany GmbH (“EAS”), to a full amount of
400 000 Euro.
53
The next utilizations have been conducted on 07.01.2021 and on 22.02.2021 when
“Monbat” AD has taken part in the capital increase of “Monbat Holding Germany” GmbH
(parent company to EAS Germany GmbH (“EAS”), to a full amount of 250 000 Euro.
The next utilizations have been conducted on 12.04.2021 and on 28.05.2021 when
“Monbat” AD has taken part in the capital increase of “Monbat Holding Germany” GmbH
(parent company to EAS Germany GmbH (“EAS”), to a full amount of 250 000 Euro.
The next utilization to the amount of 4 100 00 EUR has been conducted in 2021
when
“Monbat”
AD
acquired
23.30%
of
the
share
capital
of
“Societe
Nouvelle
des
Accumulateurs Nour”.
Final utilization has been conducted in 2022 to the amount of 1 310 438 EUR
(representing
only
partial
amount
for
the
acquisition
of
the
additional
shares)
when
“Monbat”
AD
acquired
at
total
60%
of
the
share
capital
of
“Societe
Nouvelle
des
Accumulateurs Nour.
11.
Analysis of the ratio between the achieved financial results reflected in the
financial statement for the financial year, and previously published forecasts for
these results
The Company has not published a forecast for 2022 on an individual basis.
12.
Analysis and assessment of the policy concerning the management of the
financial
resources
with
indication
of
the
possibilities
for
servicing
of
the
liabilities, eventual threats and measures that the issuer has undertaken or is to
undertake with a view to eliminate them
Management of the financial resources is subject to the requirement of achieving
maximum efficiency with the simultaneous observance of agreed payment terms both with
suppliers and customers.
This means the predominant use of own funds which leads to
lower financial costs. As a result of such policy related to managing the financial resources,
there is reduction in the period for collection of receivables compared to the period for
payment of liabilities. This leads to an effective increase of the cash in the entity and to
the possibility for the investment costs to be financed without additional financing from
banks, which reduces the interest expense. On the other hand, there are finance reserves
from unused credit lines, which could be used for both current and investment costs which
maintains high liquidity of payments.
13.
Assessment of the possibilities for realization of the investment intentions,
indicating the amount of the available funds and stating the possible changes in
the structure of the financing of this activity
54
In 2023 the management of MONBAT AD plans to implement an investment
program as follows:
Table
No 19
Investment Program of Monbat 2023
BGN
EUR
Monbat
AD
Capacity increase
2 068 595
1 057 656
Increase in production effectiveness and quality
1 072 076
548 144
Improvements of infrastructure
1 511 795
772 969
Development of new products
752 017
384 500
Total for Monbat AD
5 404 482
2 763 268
Group level projects related to software
enhancements and other trainings
1 297 316
663 307
Total investment program 2023
6 701 797
3 426 575
14.
Information about occurred during the reporting period changes in the
base principles for management of the issuer and its economic group
There is no change occurred in the base principles for management of the company.
15.
Information about the main characteristics of the applied by the issuer
internal controls risk management systems in the process of preparation of the
financial statements
The company has a functioning internal control and risk management system /ICRM
system/ that guarantees the efficient functioning of reporting and information disclosure
systems. The ICRM system was created and functions also with a view to identify relevant
business risks and managing them. Senior management has the main responsibility and
role in terms of developing the internal control and risk management system.
It performs
both managing, directing and ongoing monitoring function.
The ongoing monitoring of controls by senior management serves the purpose to
assess
whether
the
ICRM
system
is
still
suitable
for
the
company
in
a
changed
environment,
whether
it
acts
as
expected
and
whether
it
is
periodically
adjusted
to
changed
conditions.
Evaluation
of
selected
areas
carried
out
in
this
context
as
a
responsibility of the senior management complies with the priorities of the company.
Evaluation is also proportionate to the characteristics of the company and the impact of
the risks identified.
The senior management reports to the audit committee on the main characteristics
of the ICRM system and also on key issues, including main incidents established and the
respectively approved or applied corrective measures.
16.
Information on the changes in the composition of the Board of Directors
in 2022
In 2022, there is no change in the Board of Directors.
As of at 31.12.2022 - members of the Board of Directors are:
1. Chavdar Danev - Chairman of the Board of Directors
2. Petar Petrov - member of the Board of Directors
3. Evelina Slavcheva - member of the Board of Directors
4. Florian Huth - member of the Board of Directors
5. Petar Bozadjiev - member of the Board of Directors
6. Kyle Anderson - member of the Board of Directors
7. Viktor Spiriev - Executive member of the Board of Directors
55
As of December 31, 2022, the Company was represented by Viktor Stanimirov
Spiriev - Executive Director and Petar Petrov - Procurator.
17.
Information on the amount of the remunerations, rewards and/or the
benefits of everyone of the members of the management and control bodies for
the
fiscal
year
under
review,
paid
by
the
Company
and
its
subsidiaries,
irrespective of whether they have been included in the issuer’s expenses or rise
from profit distribution, including:
a) received amounts and non-monetary remuneration;
b)
contingent
or
deferred
remuneration
occurred
during
the
year,
even
if
the
remuneration is due in a later period;
c)
amount
owed
by
the
issuer
or
its
subsidiaries
for
payment
of
pensions,
retirement benefit or other similar compensations:
In 2022, the members of the Board of Directors of MONBAT AD received remuneration as
management personnel from subsidiaries of MONBAT AD as follows:
Table
No
20
Name
Position
Gross BGN
Net BGN
1
PETER BOZADZHIEV
Monbat Holding GmbH
215 000
215 000
2
PETAR PETROV
START AD
76 000
68 400
3
FLORIAN HUTH
Monbat Holding GmbH
198 000
198 000
18.
Information about the owned by the members of the management and of
the control bodies, procurators and the senior management shares of the issuer,
including the shares held by anyone of them separately or as a percent from the
shares of each class, as well as provided to them options on securities of the
issuer by the latter –
type and amount of the securities over which the options
have been set up, price of exercising of the options, purchase price, if any, and
term of the options
As of 31.12.2022 there are no shares of the capital of Monbat AD held by members
of the Board of Directors.
19.
Information about the known to the company agreements (including also
after the fiscal year closing) as a result of which changes may occur at a future
time
in
the
owned
percent
of
shares
or
bonds
by
current
shareholders
and
bondholder
The management of the company does not have any information about agreements
which may lead to future change of ownership of shares by current shareholders.
20.
Information
about
pending
legal,
administrative
or
arbitration
proceedings relating to issuer’s liabilities or receivables at the amount of at least
10
percent
of
its
equity;
if
the
total
amount
of
the
issuer’s
liabilities
or
receivables under all initiated proceedings exceeds 10 per cent of its equity,
information shall be submitted for each procedure separately
There are no pending legal,
administrative or arbitration proceedings relating to
the issuer’s liabilities or receivables at the amount of at least 10 percent of its equity.
56
21.
Information about the investor relations director
Daniela Ilcheva Peeva
Tel. +359 2 9882413 ; e-mail: investorrelations@monbat.com
1407 Sofia, 32 A Cherni vrah Blvd., fl. 4
22.
Other non-financial information
A.
ECOLOGY
MONBAT
AD
has
a
responsibility
towards
the
environment,
being
the
largest
producer
of
accumulator
batteries
in
Bulgaria
and
a
dynamically
developing
public
company.
The
management
of
MONBAT
AD
considers
the
activities
directed
towards
pollution prevention or reduction aimed at achieving a maximum level of human health
and environmental protection as a major priority and a crucial factor in the long-term and
sustainable development. It is the
company’s long
-standing practice to provide clear and
accurate environmental information on its products, services and activities to customers,
suppliers and the general public.
The management of MONBAT AD makes efforts to reduce the company’s impact on
the environment through:
•
effective use of electricity and heat power/thermal energy;
•
minimizing and recycling of waste;
•
preventing
pollution
through
reducing
and
minimizing
of
detrimental
emission in the air and water;
•
using the best available techniques and best management practices when
expanding the production;
•
internal monitoring regarding air, water and soil pollution;
Self-control system - the establishment and operation of an internal control system
is designed to achieve continuous compliance with the environmental, health and safety
regulations
based
on
an
Integrated
Management
System.
The
self-control
system
evaluates the efficiency and effectiveness of the management system and the operations
of MONBAT AD in general.
Pursuant to the requirements of the Law for Healthy and Safe Labor Conditions and
the respective subordinate legislation, MONBAT AD has developed an emergency plan to
carry out rescue and emergency activities in case of disasters, emergencies and accidents
which may occure in the production process. The purpose of the protection plan is to
preventively
ensure
the
necessary
materials,
equipment
and
resources
in
order
to
effectively prevent the consequences of accidents; preparation of the personnel on the site
for
action;
notification
and
preparation
of
the
personnel;
managing
the
personnel’s
activities;
procedures
for
putting
the
plan
into
action
and
informing
the
competent
authorities;
means
and
procedures
for
notifying,
when
possible,
the
endangered
population near the site; procedure for carrying out the relevant rescue and emergency
activities on the territory of the site; procedures for restoring the activities on the site;
ensuring the necessary measures for recreation of the environment.
The development strategy of Monbat AD includes participation in long-term socially
useful projects within the environment protection area. The Company has a system for
separate waste collection and disposal via building a system of containers for collecting
old accumulator batteries through the distributors of Monbat AD. Waste batteries are
among the widespread harmful waste and the company significantly contributes to the
environmental
protection
by collecting, neutralizing
and
recycling
such
batteries. The
recycled materisls, e.g. lead and polypropylene, are re-used in the production of new
57
batteries and thus waste has been efficiently utilized. The company has established the
only individual system in Bulgaria for collecting old batteries and operates under its own
Program for management of used lead-acid batteries.
The Company has successfully passed the certification process under ISO 14001 -
an internationally recognized standard defining how a company can create and implement
an effective management regarding the environment’s protection. ISO 14001 focuses on
the delicate balance between maintaining efficiency and reducing environmental impact
by engaging all levels of the organization to achieve both objectives.
B.
HUMAN RESOURCES
The number of the employees of the Company as of 31.12.2022 is 428 (2021:
516). As Monbat AD is a manufacturing entity, focus is kept on employees involved in the
production cycle, providing relevant administrative support.
COMPENSATIONS AND BENEFITS
The structure of remuneration packages differs among the organizational hierarchy
and depends both on the specific position and on the individual’s personal contribution to
the value creation in the group. For all employee grades there are predefined ranges of
remuneration. The remuneration of each employee is structured within these limits based
on their personal experience, skills, knowledge and performance. Making employees part
of the company's economic success, Monbat offers wages that are usually above the
average level.
PROFESSIONAL DEVELOPMENT
Monbat
AD
enhances
the
potential
for
professional
growth
and
the
career
development for all employees through training courses and the opportunity to study while
working.
An
additional
supplement
to
the
development
of
employees
is
the
mentoring
program for practical knowledge sharing and personal development planning. This is based
on assessment results and its main goal is to close the gap between expectations and
actual performance.
Sometimes even the smallest project can bring you together with colleagues and
inspire you to take a step forward. Monbat AD actively supports all professional and
personal development, as well as enhancement opportunities for its employees.
GLOBAL WORK
Exciting opportunities can loom up at your current place of residence or guide you
to a new home via Monbat
AD’s relocation program.
For all relevant positions the group
supports its candidates with relocation packages based for the respective position.
WORK-LIFE BALANCE
Individual needs and flexible working conditions complement the personal approach
throughout the job-matching process.
Placing quality and responsibility at the heart of its operations, Monbat AD always
chooses to support to the utmost its employees in their efforts to deliver high performance,
regardless of their field of work.
58
HEALTH MANAGEMENT
Regardless of position, location or age, being healthy and active is considered a
core value within the group. As a result, Monbat AD takes illness prevention and health
promotion seriously.
The Company has successfully passed the certification process under ISO 45001 -
an internationally recognized standard for occupational health and safety.
C.
NON-FINANCIAL DISCLOSURE
In compliance with the requirements of Directive 2014/95/EU of the European
Parliament for reporting non-financial information and the provisions of the Accounting
Act, an obligation occurs for some of the companies to publish non-financial information
independently or as part of the as part of the annual activity reports.
This obligation is essential for large entities of public interest, which as of December 31 of
the reporting period have surpassed the criteria for average number of employees during
the financial
year of 500
or more
employees.
Entities of public interest
are:
public
companies
and
other
issuers
of
securities;
lending
institutions;
financial
institutions;
insurers and re-insurers, pension security companies and funds managed by pension
security companies; investment intermediaries; commercial companies, which produce,
transfer
and
sell
electric
and
heating
power;
commercial
companies
importing,
transferring, distributing and transiting natural gas; commercial companies, which provide
water supply, sewerage and telecommunication services; “Bulgarian State Railways” EAD
and its subsidiary companies.
Entities which have net sales revenue of 76 million BGN or carrying amount of the
assets of 38 million BGN have been defined as large entities.
Based on the principles of the Accounting Act, there is no obligation for Monbat AD
to report non-financial information on a stand-alone basis or as part of the Management
Report. The non-financial declaration will be presented as part of the Annual Consolidated
report of the Monbat Group.
XII.
CHANGES IN THE PRICE OF THE COMPANY’S SHARES FOR THE PERIOD
The
company
considers
that
there
is
no
other
information
that
is
not
publicly
disclosed by the company and which would be important for shareholders and investors in
making an informed investment decision.
59
XIII.
INFORMATION UNDER APPENDIX NO 3 OF ORDINANCE NO 2 OF FSC
1.
Information for
securities which
are not
listed on the regulated
market in Bulgaria or other EU member state
As of 31.12.2022 the capital of MONBAT AD amounts to BGN 39 000 000, divided
into 39 000 000 ordinary, registered, dematerialized shares with nominal value of BGN
1.00 each of them. All shares of the company are one class and each share is entitled to
one vote at the general assembly of shareholders, the right to receive dividend and a
liquidation quota, proportionate to the nominal value of the share. All 39 000 000 shares
were registered for trading on the on the "Premium" Market segment from the BSE. No
other securities which are not listed on the regulated market in Bulgaria or other EU
member state.
2.
Information on the direct and indirect holding of 5 or more percent of the
voting
rights
in
the
company’s
general
assembly,
including
data
about
the
shareholders, the amount of their holding and the way the shares are owned
As of 31.12.2022 the capital structure of MONBAT AD is the following:
Тable No 21
Name of the shareholder
Number of shares
Percentage of the
capital
PRISTA OIL HOLDING EAD, Sofia
16 666 371
42.73%
MONBAT TRADING Ltd., Sofia
2 752 800
7.06%
PRISTA HOLDCO COOPERATIEF U.A.
8 103 758
20.78%
UPF Doverie
2 582 864
6.62%
MUPF Allianz
2 105 403
5.40%
Other individuals and legal entities
6 788 804
17.41%
Reacquired own shares
(27 000)
(0.07%)
Prista Oil Holding EAD indirectly owns 49.8% of the voting rights in the General
Assembly of MONBAT AD.
3.
Information regarding the shareholders with special control rights and
description of these rights
MONBAT AD does not have any shareholders with special control rights.
4.
Agreements among the shareholders, which are known to the company
and which may result in limitations over the transfer of shares or the voting right
The Company is not aware of agreements among shareholders which may result in
limitations over the transfer of shares or the voting right.
5.
Agreements
between
the
company
and
its
management
bodies
or
employees for payment of compensation upon leaving or dismissing without
legal
basis
or
upon
termination
of
the
employment
relationship
for
reasons
related to tender offering.
There are no agreements between MONBAT AD and the members of the Board of
Directors and employees of the company for payment of compensation upon leaving or
dismissal without legal basis or upon termination of the labor relations for reasons related
to tender offering.
.......................................
30.03.2023
Petar Petrov
/Procurator/
60
INFORMATION UNDER ART. 10, Item 4 of ORDINANCE No 2 OF 09.11.2021
Electronic link to the place on the website of the public company where the internal
information under Art. 7 of Regulation (EU) No 596/2014 of the European Parliament and
of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing
Directive 2003/6 / EC of the European Parliament and of the Council and Directive 2003
(124 / EC, 2003/125 / EC and 2004/72 / EC of the Commission (OJ L 173/1 of 12 June
2014)
(Regulation
(EU)
No
596/2014)
on
the
circumstances
of
the
past
year,
or
an
electronic link to the news agency or other media chosen by the issuer, through which the
company publicly discloses inside information.
During the period
01.01.2022
- 31.12.2022
MONBAT AD
discloses inside information
through the information platform x3news.com, available at - http://www.x3news.com as
well
as
on
the
corporate
website
of
the
company,
available
at
https://www.monbatgroup.com/bg
.......................................
30.03.2023
Petar Petrov
/Procurator/
ii
CORPORATE GOVERNANCE
DECLARATION
OF "MONBAT" AD
PURSUANT TO THE REQUIREMENT OF
THE PROVISIONS OF ART. 100N, PARA.
8 OF THE LAW ON PUBLIC OFFERING
OF SECURITIES
1
1.
Information
on
whether
MONBAT
AD
complies
as
appropriate
with
the
Corporate
Governance
Code,
approved
by
the
Deputy
Chairman,
or
another
corporate governance code
Monbat AD complies as appropriate with the National Corporate Governance Code
and operates in full compliance with the principles and provisions of the Code.
2.
Information
regarding
the
corporate
governance
practices,
which
are
applied by MONBAT AD in addition to the
National Corporate Governance
Code
Monbat AD does not apply other corporate governance practices in addition to the
National Corporate Governance Code.
3.
Explanation by MONBAT AD
as to which parts of the National Corporate
Governance Code does not comply with and as to what the grounds for this
non-compliance are
In 2022 the activities of the Board of Directors of "Monbat" AD were implemented
in full compliance with the regulatory requirements set out in the Law on Public Offering
of Securities and the respective implementing by-laws, in its Articles of Association and
the National Corporate Governance Code. The corporate Board of MONBAT AD considers
that there are no parts of the National Corporate Governance Code that the company does
not comply with.
The National Corporate Governance Code is being applied subject to the “
comply
or explain”
principle
. This means that the company complies with the Code and in case
of any deviation its corporate board should explain the reasons for that.
CHAPTER ONE
–
CORPORATE BOARDS
MONBAT AD has a one-tier management system. The company is being managed
by a Board of Directors including the following members as at 31.12.2022:
Chavdar Danev –
Chairman of the Board of Directors
Petar Petrov –
Member of the Board of Directors
Evelina Slavcheva –
Member of the Board of Directors
Florian Huth –
Member of the Board of Directors
Peter Bozadzhiev –
Member of the Board of Directors
Kyle Anderson–
Member of the Board of Directors
Viktor Spiriev –
Executive member of the Board of Directors
Functions and Obligations
The Board of Directors directs and controls the company in a responsible and
independent manner according to the vision, goals and strategies of the company and in
the best interest of all shareholders.
The Board of Directors monitors the performance of the company on a quarterly
and yearly basis and initiates changes in the management of its activities, when necessary.
The Board of Directors treats all shareholders equally, acts in their interest and in
a diligent manner.
The members of the Board of Directors base their actions on common principles of
integrity and managerial and professional competence. The Board has adopted and follows
an Ethics Code.
The
Company
has
an
integrated
and
functioning
risk
management
system,
including internal audit as well as a financial-information system.
2
The Board of Directors has established and controls the integrated functioning of
the financial and accounting systems.
The
Board
of
Directors
provides
guidelines,
approves
and
controls
the
implementation of the company's business plan, the material transactions and all other
operations and actions required by the company's by-laws.
Pursuant to the requirements of the Law on Public Offering of Securities the Board
of
Directors
monitors
all
material
transactions,
making
them
approved.
In
case
of
transactions that individually or collectively exceed the thresholds specified under Art. 114,
para. 1 of the Law on Public Offering of Securities, the Board of Directors prepares a
motivated report and adopts a decision to convene a General Meeting of Shareholders,
where to be authorized by the shareholders to perform these transactions.
In 2022 such transactions have not been executed and therefore no decision of the
General Assembly for approval thereof has been adopted.
The
Board
of
Directors
reports
on
its
activities
to
the
General
Meeting
of
Shareholders by presenting for approval by the shareholders the Annual management
Report, the Report on the Implementation of the Remuneration Policy as well as any other
enclosures and documents, required by the legislation in force.
Election and Removal of Members of the Board of Directors
The General Meeting of Shareholders elects and removes members of the Board of
Directors in compliance with the law and the company's Articles of Association, while
respecting the principles of continuity and sustainability of the Board of Directors' work.
Upon
proposing
new
members
of
the
Board
of
Directors,
the
principles
of
compliance of the candidates' competencies with the nature of the company's activities
pursuant to the National Corporate Governance Code are being followed.
All members of the Board of Directors meet the legal requirements for taking up
their duties. The functions and duties of the corporate board as well as its structure and
competence are in accordance with the requirements of the Code.
The management contracts concluded with members of the Board of Directors
specify their duties and tasks, the criteria for their remuneration, their duties of loyalty to
the company and the grounds for dismissal.
During the financial year under review MONBAT AD has applied the Remuneration
policy for the members of the Board of Directors in compliance with the legal requirements
for public companies, the objectives, long-term interests and the strategy for the future
development of the company as well as in compliance with its financial and economic
standing in the context of the national and European economic situation, while respecting
the recommendations of the National Corporate Governance Code.
In
2022,
the
company
has
consistently
complied
with
Remuneration
Policies,
namely:
After
the
amendments
to
Ordinance
No
48
of
the
FSC,
the
company
has
implemented its Remuneration policy to the Board of Directors in compliance with the
regulatory requirements and has adopted an amendment to it by a decision of the General
Assembly on 18.09.2020.
The remuneration of the members of the Board of Directors and information on
their amount are part of the annual individual Management Report of the Board of Directors
during the reporting year. The Company discloses a report on the implementation of the
remuneration
policy
which
is
presented
for
approval
by
the
General
Meeting
of
Shareholders.
Structure and Competence
The number of members and the structure of the Board of Directors is specified in
the company’s Articles of Association.
The composition of the Board of Directors is structured in a way that ensures the
professionalism,
independence
and
impartiality
of
its
resolutions
related
to
the
3
management of the company. The functions and obligations of the corporate board as well
as its structure and competence are in compliance with the requirements of the Code.
The Board of Directors ensure the tasks and obligations of its members are properly
distributed. The Board of Directors consists of:
•
Executive
member
of
the
Board
of
Directors
–
engaged
with
the
current
representation of the company and the day-to-day management of the business
processes;
•
Chairman and Vice chairman of the Board of Directors
–
engaged with the
corporate vision and expanding the markets.
•
The independent members of the Board of Directors control the functions carried
out by executive management and contribute effectively to the company's
performance in compliance with the interest of all shareholders and in respect of
their rights.
The Chairman of the Board of Directors is not an independent director, as the same
is representative of the majority shareholder of the company, and in 2022 performed the
functions of the Executive Director. Given the current capital structure of the company,
the members of the Board of Directors deem appropriate, the Chairman of this body not
to be an independent director.
The
competence,
rights
and
responsibilities
of
the
members
of
the
Board
of
Directors
must
comply
with
the
law
and
the
company's
by-laws
and
follow
good
professional standards and practice.
The
members
of
the
Board
of
Directors
have
the
knowledge
and
experience
required for the position they take. Information on the professional qualifications and
experience is disclosed yet with the proposal for election of a member of the Board of
Directors and the latter I s part of the written materials for the general meeting.
After
election
of
the
new
members
of
the
Board
of
Directors
they
are
being
introduced to the basic legal and financial issues related to the company's activities and
performance.
Continued
professional
training
of
members
of
the
Board
of
Directors
is
their
constant priority.
The members of the Board of Directors are able to devote sufficient time to carry
out their tasks and duties although that the company's by-laws do not limit the number of
management positions the members of the Board are allowed to hold. These circumstances
are
being
monitored
when
nominating
and
electing
new
members
of
the
Board
of
Directors.
The election of members of the Board of Directors is done through a transparent
procedure which ensures timely and complete information regarding the personal and
professional qualities of the nominees. As part of the materials for the general meeting
where the election of a new member of the Board of Directors is proposed, are presented
all declarations, criminal record certificate and CV of the nominee required by the Law on
Public Offering of Securities and the Commercial Act. When electing members of the Board
of Directors, the nominees confirm by means of a declaration or personally to shareholders
the correctness of the data and information presented. The election procedure is conducted
in open voting and the votes "For", "Against" and "Abstained" are being counted. The
voting results are announced with the minutes of the General Meeting of Shareholders.
The number of consecutive terms of the members of the Board of Directors provides for
the
company's
efficient
functioning
and
compliance
with
legal
requirements.
The
company’s by-laws do not limit the number of consecutive terms of the independent Board
members but this fact
is being
observed in
the proposal for election of independent
members.
4
Remuneration
The Board of Directors develops clearly defined and specific remuneration policy
with regard to its members which is subject to General Meeting of Shareholders' approval.
The policy defines the principles of setting up the remunerations' amount and structure.
In accordance with the legal requirements and best corporate governance practices the
amount and structure of remuneration account: the obligations, workload, commitment
and
involvement
of
the
members
in
the
company's
management,
as
well
as
the
contribution of each member of the Board of Directors in the operations and results of the
company; the possibility to select and retain qualified and loyal members of the Board of
Directors; the necessity for conformity of the interests of the Board members and the
long-term interests of the company.
The
remuneration
of
the
independent
directors
has
been
mostly
basic
remuneration,
without
additional
incentives,
and
has
reflected
their
participation
in
meetings,
as
well
as
the
performance
of
their
tasks
regarding
the
regulation
of
the
operation of the executive management.
Description
of
the
terms
and
conditions
in
the
Remunerations
Policy,
effective since 18.09.2020
Monbat
AD
shall
disburse
to
the
Members
of
the
Board
of
Directors
fixed
remuneration, the particular amount of which shall be approved by the General Meeting
of the shareholders of the Company and the following shall be taken into consideration:
• the obligations and the contribution of eac
h Member of the Board in the Company
operations and the Company results;
• the possibility for recruitment and retention of qualified and loyal Members of the
Board;
• the existence of consistency in the interests of the members of the Board and the
long-term interests of the Company.
For 2022, the amount of the fixed monthly remunerations of the members of the
Board shall be determined as follows: net monthly remuneration of the members of the
Board
of Directors, to the amount of 3,000 (three thousand) BGN. The net monthly
remuneration of members of the Board of Directors, who are awarded the management
and representation of the Company shall be determined with a decision of the General
Meeting of the shareholders in the Company.
Monbat AD may pay the members of the Board of Directors additional variable
annual remuneration. The variable remuneration is an element of the total remuneration
in the form of royalties/bonuses and shall be paid on the grounds of the criteria for
evaluation of the performance of the activity.
Monbat AD may pay the members of the Board of Directors additional variable
annual remuneration in the form of shares or share options. The application and the
performance of this provision shall be deferred until such time that a particular scheme
for allocation of additional variable remuneration in the form of shares or stock options
with a particular decision of the General Meeting is adopted.
The amount of the annual variable remuneration disbursed to the Members of the
Board of Directors shall not exceed the sum total of 1,500,000 (one million and five
hundred thousand) BGN for the whole Board of Directors.
Other than their apportioned part of the variable remuneration, additional bonuses
may also be disbursed to the Executive Director, the amount of which shall not exceed
300% (three hundred percent) of the fixed annual gross remuneration of the respective
member for the respective year
The variable remuneration of the member of the Board of Directors of Monbat AD
shall be accrued and paid in compliance with the following criteria:
• In conjunction with the disbursement of the variable remuneration, financial and
non-financial criteria for the results achieved shall be used. The criteria for disbursement
of variable remuneration are objective and measurable and shall include indicators which
5
are significant for the long-term operation of the Company, and the criteria shall be
measures for a period of three years (for example the years 2020, 2021 and 2022).
Defining and implementation of the criteria, followed on the basis of the increase of the
value of a particular indicator over the course of a given period, shall be based on the
Compound Annual Growth Rate (CAGR) method. The criteria shall follow the long-term
strategic planning of the Company, as communicated with the market and the public, and
shall be selected in such a manner that they contribute to the stability and performance
of the strategy of the Company over a long term.
• The criteria bound with financial indicators shall be selected in compliance with
the manner that they reflect the creation of a value by the Company and how this refers
to market capitalization. The financial indicators may include, but shall not be limited to,
the criteria on the basis of the consolidated profit before taxes, interest, and amortization
(EBITDA), growth of consolidated income, consolidated profit, efficiency, and value of a
new business.
The
non-financial
criteria
are
selected
in
compliance
with
the
strategy
of
the
Company to contribute to stable, inclusive, and sustainable practices in the economy and
in society. The non-financial criteria may include, but shall not be limited to, criteria related
to clients, employees (such as engagement, leadership, talent development and diversity),
length
of
service
in
the
Company
and
the
Company
Group,
operational
efficiency,
corporate
social
responsibility
and
sustainable
environment,
compliance
with
the
applicable rules and procedures, stable and sustainable development of the Company and
the Group in economic, social, and environmental aspect.
The Board of Directors on a daily basis should determine the values of performance
indicators for each calendar year at the start of the same year on the basis of an analysis
of the approved budget and strategy for the following three-year period and offers them
for approval by the General Meeting of the shareholders.
The assessment regarding the implementation of the financial criteria for results
achieved shall be performed on an annual basis by the Board of Directors on the basis of
the consolidated financial statement of the Company, certified by a registered auditor. The
assessment
regarding
the implementation
of
the non-financial
criteria
for the
results
achieved, shall be performed on an annual basis by the Board of Directors on the basis of
an analysis of the results achieved, based on the assigned non-financial criteria.
After performance of the assessment, the Board of Directors shall propose on an
annual basis to GMS to determine a particular amount of the variable remuneration for
the previous year, for each member of the Board of Directors, including for the Executive
Director.
The General Meeting of shareholders shall have the right with its own decision to
adjust
the
amount
of
the
variable
remuneration
designated
for
disbursement
to
a
particular Member of the Board of Directors in case the Member of the Board of Directors
is responsible for a conduct, which was harmful to the Company to a significant extent.
The General Meeting of the shareholders may stop the disbursement of up to 50%
of the outstanding or non-provided variable remuneration to a particular Member of the
Board of Directors in the following cases:
• significant impairment of the financial status of the Company on a consolidated
basis, which is the result of actions/failure to act by the respective member of the Board
of Directors;
• the respective member of the Board of Directors shall take part, or shall be
responsible for conduct which has resulted in significant losses for the Company, or any of
its subsidiaries;
• in case of regulatory changes which have necessitated the limitation of the
amount of the variable remuneration, subject to disbursement.
With a decision of the General Meeting of the shareholders, return of up to 100%
of paid or provided variable remuneration to a particular member of the Board of Directors
may be requested in the following cases:
6
• the respective member of the Board of Directors has performed actions which are
considered as abuse or fraud, including crimes against property against the Company and
its subsidiaries;
• specific conduct which has resulted in a significant (reputational) harm to the
Company or any of its subsidiaries;
• the respective member of the Board of Directors shall take part, or shall be
responsible for conduct which has resulted in significant losses for the Company, or any of
its subsidiaries;
• the variable remuneration has been provided on the basis of data presented by
the respective member of the Board of Directors, which have subsequently proven to be
untrue.
With the purpose of achieving stable financial results, the disbursement of 40% of
the variable remuneration shall be rescheduled into equal instalments for a period of 3
years, starting as of the date of the decision by GMS.
As stated above, disclosure of information on the remunerations of the members
of the Board of Directors is done in accordance with the law and the company's by-laws
–
by means of disclosing the Report on the implementation of the Remuneration Policy and
the annual Management Report.
Shareholders have easy access to the adopted company policy concerning the
determination
of
remunerations
and
bonuses
of
the
board
members
as
well
as
to
information
about
the
annual
remunerations
and
variable
incentives
received
by
the
members
through
the
selected
media
for
information
disclosure
and
the
company’s
website.
Conflict of Interests
The members of the Board of Directors avoid and do not admit any real or potential
conflict of interests. The procedures for avoidance and disclosure of conflicts of interests
are stipulated in the company's by-laws.
Members of the Board of Directors immediately disclose conflicts of interest and
provide shareholders access to information about transactions between the company and
members of the Board of Directors or related parties by presenting a declaration under
Art. 114b of the Law on Public Offering of Securities.
The
Board
of
Directors
has
not
developed
a
particular
written
procedure
for
avoiding conflicts of interest in case of transactions with interested parties and information
disclosure in case of such transactions but controls the execution of material transactions
by means of voting and approving such transactions.
Committees
There is an audit committee functioning in the Company.
With regard to the
requirements of the legislation in force and based on the criteria set by the legislation, the
Board of Directors proposes to the company’s General Meeting of Shareholders an audit
committee
with
a
composition
that
meets
the
new
legislative
requirements
and
the
company’s needs.
The Audit Committee is established on the basis of written terms of reference,
scope of tasks, way of operation and reporting procedures detailed in the Statute of the
Audit Committee.
CHAPTER TWO
–
AUDIT AND INTERNAL CONTROL
The Board of Directors of Monbat AD is being assisted by an audit committee. The
Audit Committee motivates in writing its proposal for selection of an auditor before the
General Assembly, guided by the established requirements for professional conduct.
7
The Board of Directors ensures compliance with applicable independent financial
audit law. Regarding the recommendation to selection of an external auditor, the audit
committee of the company is led by the rotation principle.
The audit committee supervises the internal audit process and monitors the overall
relations with the external auditor, including the nature of non-audit services, provided by
the auditor of the Company.
The
company
has
developed
and
applies
an
internal
control
system
that
also
identifies
risks
the
company
might
face
in
its
activities
and
fosters
their
efficient
management.
This
system
also
ensures
effective
functioning
of
the
reporting
and
disclosure of information systems. Description of the major characteristics of the internal
control and risk management systems is presented under item 4 - Description of the main
characteristics of the internal control system and the risk management system of the
issuer in connection with the financial reporting process of this Corporate Governance
Declaration.
CHAPTER THREE
–
SHAREHOLDERS RIGHTS’ PROTECTION
The Board of Directors guarantees equal treatment of all company’s shareholders,
including minority and foreign investors, protects their rights and facilitates their exercise
within the limits permitted by applicable law and in accordance with the company’s Articles
of Association.
The invitation for the General Meeting of Shareholders contains all the required
information under the Commercial Act and the Law on Public Offering of Securities and
additional information on exercising the right to vote and the possibility to add new items
to the agenda pursuant to Art. 223a of the Commercial Act.
The Board of Directors provides information to all shareholders on their rights by
the information posted on the company's website. The disclosed Articles of Association of
the company and the invitation for any particular general meeting of shareholders.
Shareholders may exercise their right to vote by proxy or by correspondence.
Exercising the right to vote by correspondence was extremely practical in the context of
the Covid-19 coronavirus crisis, which imposed physical and social distance.
General Meeting of Shareholders
All
shareholders
are
being
informed
about
the
rules
under
which
the
General
Meetings of Shareholders shall be convened and held, including voting procedures by
means of the Company’s Articles of Association and the invitation for any particular general
meeting of the shareholders.
The corporate Board provides sufficient and timely information concerning the date
and venue of the General Meeting, as well as detailed information on the issues to be
discussed and decided on at the meeting.
The invitation and the materials for the General Meeting of Shareholders is being
disclosed through X3News, the company website, and the corporate profile of MONBAT AD
in
Facebook
thus
reaching
the public, the Financial
Supervision
Commission
and
the
regulated securities market. After presenting the invitation and the materials for the
General Meeting of Shareholders they are available on the website of the company. The
invitation
to
the
General
meeting
of
shareholders
is
also
presented
to
the
Central
Depository.
As obvious form the minutes for the General Meetings of Shareholders of the
Company, the Board of Directors and the elected chairman ensure that each shareholder
is in possession of their right to express opinion and ask questions during the General
Meeting of Shareholders, corporate management should.
Shareholders holding voting shares have the opportunity to exercise their voting
rights directly or through the use of a proxy or by correspondence at the General Meeting
of Shareholders.
8
As part of the materials for the General Meeting of Shareholders the Board of
Directors provides a sample of a proxy, Proxy voting Rules and Rules for voting through
correspondence.
Pursuant to the company’s Articles of Association it is possible for the general
meeting of the company’s shareholders to be also be held by using electronic means.
However, this method of exercising the right to vote is not yet used, since it would
make the process of convening and holding a general meeting extremely expensive and
in view of the small number of shareholders who participate annually in the work of the
meeting it appears that the use of this means is economically unjustified.
The
Board
of
Directors
exercises
effective
control
and
ensure
that
necessary
arrangements are made to facilitate voting by authorised representatives (proxies) in
accordance with the instructions of the shareholders and in compliance with the law. The
Board of Directors appoints an elected commission that registers shareholders for any
particular session of the General Meeting of Shareholders and proposes to the General
Meeting a Chairman, Secretary and Teller of the votes. The Chairman and the Secretary
of the General Meeting closely monitor the lawful conduct of the General Meeting, including
the voting of authorized persons. Upon finding differences between the will of the principal
and the vote of the authorized person this fact is recorded in the minutes and the will of
the principal is respected.
The Board of Directors has prepared and adopted a set of documents for the
organization and holding of regular and in extraordinary session of the General Meeting of
Shareholders
that
ensure
equal
treatment
of
all
shareholders
and
the
right
of
each
shareholder to express its views on the items in the agenda for the General Assembly.
The Board
of Directors organizes the rules and procedures for conduct of the
General Meeting of Shareholders in a manner which does not make the voting procedure
unnecessarily difficult or expensive.
The Board of Directors encourages the participation of shareholders at the General
Meeting of Shareholders and has provided a possibility for remote exercising the right to
vote in the General Assembly.
The members of the board of Directors attend the sessions of the General Meeting
of shareholders.
Written materials for the General Meeting of Shareholders
The Texts in the written materials related to the agenda of the General Meeting of
Shareholders are clear, accurate and do not to mislead the shareholders. All proposals
concerning major corporate events are presented as separate items on the agenda of the
General Meeting of Shareholders, including the proposal for the distribution of profit.
The company maintains a special section on its website www.monbatgroup.com
describing the rights of shareholders and the rules and procedures for their participation
in the General Meeting of Shareholders.
The Board of Directors co-operates with shareholders, who have the right under
law, in placing additional items on the agenda of the General Meeting and proposing
additional decisions on items already on the agenda by undertaking all necessary legal
and factual measures to announce the additionally added items on the agenda for a
General Meeting that has already been convened.
The Board of Directors guarantees the right of all shareholders to be informed on a
timely
basis
about
the
decisions
that
have
been
made
at
the
General
Meeting
of
Shareholders by means of disclosing the minutes of the General Meeting of Shareholders
through the selected media agencies and posting the minutes on the company’s website.
Equal treatment of shareholders of the same class
Pursuant to the provisions of the Articles of Association all shareholders of the same
class are being treated equally.
9
The
Board
of
Directors
guarantees
that
enough
information
is
given
to
the
shareholders about the rights all shares give before their acquisition by means of the
information posted on the company’s website as well as by having conversations and
personal meetings with the corporate board and/or with the Investor Relations Director.
Consultation between shareholders about main shareholder rights
The
Board
of
Directors
does
not
hinder
shareholders,
including
institutional
investors, to consult each other on matters, related to their main shareholder rights in a
manner, which does not allow misuse.
Controlling rights shareholders' transactions and abusive transactions
The Board of Directors of MONBAT AD does not allow transactions of shareholders
with controlling rights, which violate the rights and/or legal interests of other shareholders,
including when the controlling shareholder is negotiating with themselves. When executing
such transactions it is necessary an explicit resolution of the Board of Directors as the
interested party does not have the right to vote.
In case of any indication for exceeding the statutory thresholds under art. 114,
para. 1 of the Law on Public Offering of Securities the Board of Directors prepares a
motivated report and initiates convening and holding of a general meeting of shareholders
to vote the transactions.
In 2022 such transactions have not been executed and such procedures have not
been performed.
CHAPTER
FOUR
–
DISCLOSURE
OF
FINANCIAL
AND
NON
–
FINANCIAL
INFORMATION
The Board of Directors has adopted a financial information disclosure policy in
compliance with legal requirements and the company's by-laws. In compliance with the
adopted
policy the
corporate board
has
created
and
supports a
financial
information
disclosure system
The information disclosure system guarantees equal access to information to the
addressees (shareholders, stakeholders and the investment community) and does not
allow for any abuse of inside information.
Inside information is disclosed in the statutory forms, order and terms through
selected media agencies. The Company benefits single point of disclosing information
electronically, thereby information reaches both in uncorrected form to the public, the FSC
and the regulated securities market. Information in uncorrected form and in the same
volume is published on the website of the company. Thus the executive management of
the company guarantees that the information disclosure system provides comprehensive,
timely, true and understandable information that allows for objective and well-informed
decision-making and assessment.
The Company announces annually corporate calendar which sets out specific dates
for regulated information disclosure and the disclosures related to convening and holding
a General Meeting of Shareholders.
The
executive
management
and
the
Board
of
Directors
promptly
disclose
information about the capital structure of the company and agreements that lead to
exercising control, according to its information disclosure rules. Disclosure is made through
the means as provided by the Law on Public Offering of Securities and its implementing
by-laws as well as in compliance with the applicable European regulation.
The
Board
of
Directors
guarantees
through
the
control
exercised
over
the
implementation of the information disclosure policy that the rules and procedures under
which are conducted acquisition of corporate control and extraordinary transactions such
as mergers and sales of substantial part of the assets are clearly and timely disclosed.
10
Corporate management approves and controls together with the financial director
and IR director rules for preparation of annual and interim reports and the procedure for
disclosure of information.
The Company discloses nonfinancial information on consolidated base pursuant to
the
Art. 49 of the Accounting Law .
The company has a website www.monbatgroup.com with approved contents, scope
and frequency of information disclosed. The content of the website is set in conformity
with the requirements of the National Corporate Governance Code. The company has an
English version of the corporate website with the same contents.
The Company periodically discloses information on the corporate governance.
The
Board
of
Directors
finds
that,
with
its
overall
activities
in
2022,
it
has
established
preconditions
for
a
sufficient
transparency
in
its
relations
with
current
shareholders of the company, potential investors, financial mass media and capital market
analysts.
CHAPTER FIVE
–
STAKEHOLDERS. SUSTAINABILITY
The Corporate board ensures effective interaction with the company's stakeholders.
This
category
includes
certain
interested
parties
who
are
directly
influenced
by
the
company and who are in a position to influence the company themselves.
MONBAT
AD
identifies
as
stakeholders,
interested
in
its
activities,
all
persons/entities
which
are
interested
in
the
economic
prosperity
of
the
company:
Customers, Workers and employees, creditors, Suppliers and other contracting parties,
local community and other interested parties.
Monbat AD regularly discloses non-financial information as well in relation to the
Corporate social responsibility policy adopted by the Board of Directors. The Company
annually reports to the Global Compact presenting a Communication on Progress by the
end of March on account of the previous year.
The company has developed the following documents:
1.
Policy on Safety and Health at Work in Monbat AD;
2.
Quality Policy;
3.
Environmental Policy.
The company’s policy towards stakeholders is in compliance with the existing laws,
based on the principles of transparency, accountability and business ethics.
4. Description of the main characteristics of the internal control system and the
risk management system of the issuer in connection with the financial reporting
process
When
describing
the
general
characteristics
of
the
internal
control
and
risk
management systems it should be taken into account that neither the Law on Public
Offering of Securities nor the National Corporate Governance Code define internal control
framework to be followed by the public companies in Bulgaria. Therefore, for the purpose
of implementing the companies’ obligations under Art. 100m, para. 8 item 4 of the Law
on Public Offering of Securities to describe the general characteristics of the systems are
used the frames of the International Auditing Standard 315.
General description of the internal control and risk management systems
There is a functioning internal control and risk management system/the system/
which
ensures
the
effective
functioning
of
the
reporting
and
information
disclosure
systems. The system was built and functions in order to identify the risks that the company
might face in its operation and support their effective management. The Board of Directors
has the primary responsibility and role in terms of elaborating the internal control and risk
11
management system.
The Board has both managing and guiding function as well as
ongoing monitoring function.
Ongoing monitoring on the part of the corporate board consists of assessment
whether the system is still suitable for the company in the changed environment, whether
it acts as expected and whether it is periodically adjusted to the changed conditions.
Assessment is proportionate to the characteristics of the company and the influence of the
risks identified.
Control environment
The
control
environment
includes
the
general
management
and
particular
management functions as well as the attitude, awareness and operations of the corporate
board responsible for the management in a broad sense and the responsible management
in terms of the internal control.
Risk valuation process in the Company
The risk valuation process on the part of the Board of Directors represents the basis
regarding the way the corporate board of the Company specifies the risks that need to be
managed.
The Board of the Company identifies the following types of risks relevant to the
Company and its operations: general (systematic) and specific (unsystematic) risks.
Systematic
risks
are
related
to
the
macro
environment
where
the
company
operates, therefore in most cases they are not subject to control by the management
team.
Unsystematic risks are directly relevant to the Company's operations and depend
mainly on the management. In order to minimize their effect the company relies on
increasing the efficiency of internal corporate planning and forecasting which provides
capabilities to overcome the possible negative consequences of a risk event that has
occurred.
The general plan of the company’s management for risk management focuses on
the unpredictability of financial markets and seeks to minimize potential adverse effects
on the financial position of the Company.
Each of the risks associated with the country - political, economic, credit, inflation,
currency
–
has
its
independent
significance
but
their
overall
consideration
and
the
interaction between them form an overall picture of the economic fundamentals, market
conditions, competitive conditions in the country where the company operates.
A
detailed
description
of
the
risks
specific
to
the
activities
of
MONBAT
AD
is
presented in the section MAIN RISKS THE COMPANY FACES of the annual activity report.
Information systems and related business processes essential for the financial
reporting and communication
The information system essential for financial reporting purposes, which includes
the
accounting
system,
consists
of
procedures
and
documentation
developed
and
established
to:
initiation,
reflecting,
processing
and
reporting
of
transactions
and
operations
of
the
company
(as
well
as
events
and
conditions)
and
maintaining
accountability
for
the
related
assets,
liabilities
and
equity;
resolving
problems
with
incorrect processing of transactions, such as automated files for unspecified positions of
information
and
procedures
followed
for
timely
correction
of
detained
unspecified
positions; processing and reporting on cases of circumventing the systems or tackling the
controls; transferring the information from the transactions processing systems in the
general ledger; covering the information which is essential for the financial reporting of
events and conditions, other than transactions and operations, such as amortization of
tangible and intangible assets and changes in collection of receivables; and ensuring that
the information required for disclosure by the applicable financial reporting framework is
collected, reflected, processed, summarized and that it is properly recorded in the financial
statements.
12
The communication on the part of the company of the roles and responsibilities in
terms of financial reporting and the related important issues, involves understanding of
the individual roles and responsibilities related to the internal control. Communication
includes such questions as the extent to which the accounting team understands how its
activities in the information system for financial reporting are related to the work of the
others and the means for reporting on exceptions to the corporate board.
Open
communication
channels
help
ensure
that
exceptions
are
reported
and
respective actions are undertaken with this regard.
Current monitoring of the controls
Current monitoring of the controls is a process of evaluating the effectiveness of
the results from the internal control functioning over time. It includes timely valuation of
the controls effectiveness and undertaking the necessary remedial action. The corporate
board carries out current monitoring of the controls through ongoing activities, separate
valuations or a combination of both. Ongoing monitoring activities are often built into the
normal
recurring
activities
of
the
company
and
include
regular
management
and
supervisory activities.
5. Information under Article 10, Paragraph 1, Letters "c", "d", "f", "h" and "i" of
Directive 2004/25/EC of the European Parliament and of the Council of 21 April
2004 regarding take-over offers
5.1.
Information
under
Article
10,
Paragraph
1,
Letter
"c"
of
Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004
regarding take-over offers
Significant direct and indirect shareholdings (including indirect shareholdings
through
pyramid
structures
and
crossshareholdings)
within
the
meaning
of
Article 85 of Directive 2001/34/EC
As of 31.12.2022 the capital structure of MONBAT AD is the following:
Name of the shareholder
Number of shares
Percentage of the
capital
PRISTA OIL HOLDING EAD, Sofia
16 666 371
42.73%
MONBAT TRADING Ltd., Sofia
2 752 800
7.06%
PRISTA HOLDCO COOPERATIEF U.A.
8 103 758
20.78%
UPF Doverie
2 582 864
6.62%
MUPF Allianz
2 105 403
5.40%
Other individuals and legal entities
6 788 804
17.41%
Reacquired own shares
(27 000)
(0,07 %)
Prista Oil Holding and Monbat Trading are related parties and together they hold
49.8 % from the shares and voting rights.
5.2.
Information
under
Article
10,
Paragraph
1,
Letter
"d"
of
Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004
regarding take-over offers
.
The holders of any securities with special control
rights and a description of those rights
Monbat AD does not have any shareholders with special control rights.
13
5.3.
Information
under
Article
10,
Paragraph
1,
Letter
"f"
of
Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004
regarding take-over offers
.
Any restrictions on voting rights, such as limitations
of
the
voting
rights
of
holders
of
a
given
percentage
or
number
of
votes,
deadlines for exercising voting rights, or systems whereby, with the company’s
cooperation, the financial rights attaching to securities are separated from the
holding of securities
There are no limitations over the voting rights of any shareholder of MONBAT AD.
In
order
to
participate
in
the
General
Meeting,
shareholders
must
identify
themselves with the documents attesting their identity and representative authority as
provided by the law, the Articles of Association and the invitation for the General Meeting
and must be registered by the mandate commission on the list of attending shareholders
prior to the beginning of the General Meeting.
5.4.
Information
under
Article
10,
Paragraph
1,
Letter
"h"
of
Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004
regarding take-over offers
The rules governing the appointment and replacement of board members and the
amendment of the articles of association
Pursuant to the provisions of the Articles of Association the general
assembly
approves the number, elects and releases the Board members and their remunerations as
well.
According to the Company’s Articles of Association, the Board of Directors is elected
for up to five years. The General Meeting of Shareholders may at any time decide to make
changes in the number of the members and the composition of the Board of Directors as
members of the Board may be re-elected without limitations. Member of the Board of
Directors may be a legally capable natural person and legal entity that complies with the
law and have the necessary professional qualifications in relation to the activities of the
company.
5.5.
Information
under
Article
10,
Paragraph
1,
Letter
"i"
of
Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004
regarding take-over offers
The powers of board members, and in particular, the
power to issue or buy back shares
The Articles of Association of the Company specifies all powers of the Board of
Directors.
Pursuant to the provisions of the Articles of Association of the Company the Board
of Directors does not have the right to decide on a capital increase of the Company. This
is done by a resolution of the General Meeting of Shareholders.
Pursuant to the Articles of Association of the Company the Board of Directors is
authorized to adopt resolutions for buy back procedures of company’s own shares.
6.
The
composition
and
functioning
of
the
administrative,
managerial
and
supervisory bodies and their committees
MONBAT AD has a one-tier management system. The Company is being managed
and represented by a Board of Directors which as of the date of preparing this declaration
includes the following members:
14
Chavdar Danev
–
Chairman of the Board of Directors
Petar Petrov –
Member of the Board of Directors
Evelina Slavcheva
–
Member of the Board of Directors
Florian Huth –
Member of the Board of Directors
Peter Bozadzhiev –
Member of the Board of Directors
Kyle Anderson–
Member of the Board of Directors
Viktor Spiriev –
Executive member of the Board of Directors
The Board of Directors adopts Rules of Procedure and elects a Chairman and Vice
Chairman among its members.
The Board of Directors holds at least one meeting per 3 months in order to discuss
the condition and development of the company. Each board member may request the
Chairman to convene a meeting to discuss specific issues.
The Board of Directors may pass resolutions if at least half the members are
present, whether in person or represented by another member. No present member may
represent more than one absent member.
The Board of Directors may pass resolutions in absence, if all directors have stated
in writing their approval for the resolution.
7.
Description
of
the
diversity
policy
applied
as
regards
the
administrative,
managerial and supervisory bodies of the issuer in connection with aspects such
as age, gender or education and professional experience, the objectives of such
diversity policy, its method of application and the results therefrom during the
reporting period; when no such policy is applied, the declaration shall contain an
explanation regarding the reasons for that
The company has developed a number of internal documents that can be classified
as a diversity policy in terms of the Board of Directors in relation to aspects such as age,
gender or education and professional experience.
Such
internal
documents
are:
Rules
of
Procedure
of
the
Board
of
Directors,
Recruitment Policy, Code of Ethics, Personal Data Processing Rules, Rules on the structure
of the internal organization.
Each of these documents individually and together with the other documents form
the company’s diversity policy in terms of the management and supervisory bodies in
relation to aspects such as age, gender or education and professional experience, the
objectives of this diversity policy.
The
internal
documents
require
the
company
to
apply
a
balanced
policy
for
nominating members of the corporate board who have education and skills that respond
to the company’s nature of work, its long-term objectives and business plan.
The
internal
documents
of
the
company
encourage
establishment
of
gender
balance at all management levels.
The Company does not discriminate members of the corporate boards based on
the criterion of age.
.................................................
30.03.2023
Petar Petrov
/Procurator/
iii
REPORT
OF THE BOARD OF DIRECTORS
OF MONBAT
REGARDING APPLICATION OF THE
REMUNERATION POLICY FOR THE MEMBERS OF
THE BOARD OF DIRECTORS IN THE COMPANY,
DEVELOPED IN COMPLIANCE WITH THE
REQUIREMENTS OF ORDINANCE NO. 48 OF THE
FINANCIAL SUPERVISION COMMISSION DATED
MARCH 20, 2013 REGARDING REQUIREMENTS TO
REMUNERATION
The Remuneration Policy has been amended and supplemented most recently
with a decision of the General Meeting of the shareholders held on 18.09.2020
1
This report contains an overview of the manner in which the remuneration policy
for the members of the Board of Directors has been applied for the accounting year 2022
and a program for application of the policy in the next financial year. This report reflects
the factual application of objective principles for formation of the remuneration in view of
attracting and retaining qualified and loyal members of the Board of Directors and their
motivation to work in the interest of the company and the shareholders, by avoiding a
potential and a real conflict of interests.
The remunerations of the Board of Directors in MONBAT AD for 2022 have been
formed only by fixed remuneration. No additional bonuses and variable remunerations
have been paid.
No changes to the remuneration policy of the Board of Directors of MONBAT AD are
stipulated in 2023.
Information under article 13 of Ordinance No. 48 of FSC regarding the requirements
to the remunerations:
1.
Information
regarding
the
decision-making
process
in
determining
the
remuneration policy, including, if applicable, information about the mandate and
the
members
of
the
remunerations
committee,
the
names
of
the
external
consultants,
the
services
of
which
have
been
used
in
determining
the
remuneration policy
The remuneration policy for the members of the Board of Directors of MONBAT AD,
and each of its amendments and supplements shall be developed by the Board of Directors
of the company and shall be approved by the General Meeting of the shareholders.
The currently effective Policy has been developed by the Board of Directors of the
company
based
on
the
decision-making
procedure
by
the
corporate
governance,
designated in the Statute of the company. In compliance with the regulatory requirements,
the Policy has been adopted by the regular annual meeting of the shareholders, held on
27.06.2016
and
has
been
amended
with
a
decision
of
the
General
Meeting
of
the
shareholders
dated
18.09.2020.
When
developing
the
remuneration
policy
for
the
members of the Board of Directors of MONBAT AD, all regulatory requirements have been
complied with, as well as the recommendations of the National Corporate Governance
Code.
According to the current remuneration policy for the members of the Board of
Directors of MONBAT AD, the company has not established a remunerations committee.
For determining the Policy, the Board of Directors of MONBAT AD has not used external
consultants.
The remuneration policy for the members of the Board of Directors of MONBAT AD
has the objective of establishing objective criteria in determining the remunerations of
corporate governance of the company, in view of attracting and retaining qualified and
loyal members of the Board and incentivizing them to work in the interest of the company
and the shareholders, by avoiding potential and real conflict of interests.
During the financial year, MONBAT AD applies the remuneration policy for the
members of the Board of Directors in compliance with the regulatory requirements for
public companies, the objectives, the long-term interests and the strategy for future
development of the company, as well as its financial and economic status in the context
of the national and European economic juncture, according to the the recommendations
of the National Corporate Governance Code.
2
2. Information about the relative burden of the variable and fixed remuneration
of the members of the managing and regulatory bodies
According to the effective remuneration policy for the members of the Board of
Directors of MONBAT AD during the reporting financial year, the company has paid to the
members of the Board of Directors fixed remuneration, the amount of which has been
approved by the General Meeting of the shareholders of the Company.
Given the financial and economic condition of the company, as well as given the
commitment of the members of the Board of Directors of Monbat AD, for the financial year
2022, the amount of the monthly remunerations of the members of the Board shall be
determined as follows: net monthly remuneration of the members of the Board of Directors
–
equal to 3,000 BGN.
During the reporting year, the members of the Board of Directors of MONBAT AD
have not received variable remuneration.
3. Information regarding the criteria for the results achieved, on the basis of
which options on shares, shares of the company, or another type of variable
remuneration are provided, and an explanation on how the criteria set forth in
article
14,
paragraphs 2
and
3
of
Ordinance
48
contribute
to
the
long-term
interests of the company
According to the effective remuneration policy, an option for providing shares or
options on shares as a type of additional remuneration of the members of the Board of
Directors has been stipulated.
The provision of article 2.4 of the Policy stipulates the possibility of MONBAT AD to
pay to members of the Board of Directors additional variable annual remuneration in the
form of shares or options over shares, as well as the application and implementation of
this provision shall be postponed until such time that the General Meeting of shareholders
approved a particular scheme for allocation of additional variable remuneration in the form
of shares or options over shares.
4. Explanation of the methods applied for assessment of fulfillment of the criteria
for the achieved results
During the reporting year, the members of the Board of Directors of MONBAT AD
have only received fixed remuneration.
5. Clarification regarding the dependency between the remuneration and the
results achieved
According
to
the
current
Remuneration
Policy,
the
Board
of
Directors
shall
determine on an annual basis the values of the performance indicators for each calendar
year at the start of the same year on the basis of an analysis of the approved budget and
strategy for the following three-year period and offers them for approval by the General
Meeting of the shareholders. In 2022 no new performance indicators have been proposed
and approved.
During the expired year, the members of the Board of Directors of MONBAT AD
have not received variable remuneration.
6. The main payments and justification of the annual bonus disbursement and/or
scheme for disbursement of all other non-financial additional remunerations
During the reporting year, the members of the Board of Directors of MONBAT AD
have only received fixed remuneration. The General Meeting of the shareholders of the
3
Company has not adopted a decision for accrual or payment and additional remuneration
of the members of the Board of Directors for 2022.
7. A description of the main characteristics of the scheme for additional voluntary
pension
security
and
information
regarding
the
paid
and/or
outstanding
payables by the company to the benefit of the director for the respective financial
year, when applicable
As regards to the members of the Board of Directors of MONBAT AD, there is no
commitment by the company for additional voluntary pension insurance by members of
the board and the company does not have obligations for making installments to the
benefit of directors for the reporting financial year.
8. Information about the periods for repayment of variable remunerations
According
to
the
current
Remuneration
Policy,
the
payment
of
the
variable
remuneration shall be made by having 60% of the remuneration accrued for the respective
year being paid after a decision by the general meeting of the shareholders, respectively
40%
of
the
remuneration
accrued
for
the
respective
year,
shall
be
paid
in
equal
installments for a term of 3 years, starting as of the date of taking the decision by the
general meeting of the shareholders for its provision.
During the reporting year, the members of the Board of Directors of MONBAT AD
have not received variable remuneration.
9. Information about the remuneration policy when terminating the agreements
According to the current remuneration policy for the members of the Board of
Directors of MONBAT AD, the following terms and conditions and compensations have been
stipulated in terminating the agreement only with the company executive director, namely
in case of termination of the agreement with an executive director prior to the expiration
of the term, for which it has been concluded, due to a cause other than the fault of that
member, the Company shall owe liquidated damages according to the stipulations in the
Agreement, but the general amount of the remuneration shall not exceed the paid annual
fixed gross remunerations of the person for the past two years.
10. Information about the period in which the shares may not be transferred and
options over shares may not be exercised in variable remunerations based on
shares
In case the General Meeting of the shareholders has adopted the particular scheme
for allocation of additional variable remuneration in the form of shares or options over
shares,
it
shall
also
include
rules
regarding
the
period
in
which
the
shares
may
be
transferred and the options over shares may not be exercised. The respective rules shall
be compliant with both the regulations and with the interests of the company.
11.
Information
about
the
policy
for
preservation
of
a
particular
number
of
shares to the end of the mandate of the members of the managing and regulatory
bodies after expiration of the period set forth in article 10
In case the General Meeting of the shareholders has adopted a particular scheme
for allocation of additional variable remuneration in the form of shares or options over
shares, it shall also include rules regarding the policy for retention of a certain number of
shares until the expiration of the mandate of members of the Board of Directors.
4
12.
Information
about
the
agreements
of
the
members
of
managing
and
regulatory bodies, including the term of each agreement, the term of the advance
notice
for
termination
and
details
regarding
compensations
and/or
other
outstanding payments in case of advance termination
The mandate of the members of the Board of Directors is 5 years and it starts from
the time of registering those in the Commercial Register. At the time of drafting this
document no mandates that have been expired. All remunerations of the members of the
Board of Directors have been designated in compliance with the remuneration policy for
the members of the Board of Directors and the decision of the General Meeting.
The liquidated damages payable for the pro-term termination of agreements by
members of the Board of Directors shall be completed in accordance with the remuneration
policy for the members of the Board of Directors.
13.
The
complete
amount
of
the
remuneration
and
of
the
other
tangible
incentives of the members of the Board of Directors for the respective financial
year
For 2022, the members of the Board of Directors of the Company, the following
remunerations have been paid:
Full name
Position
Gross
amount/BGN
Net
amount/BGN
1
Evelina Slavcheva
Member of the Board of Directors
40 000
36 000
2
Chavdar Danev
Member of the Board of Directors
40 000
36 000
3
Viktor Spiriev
Member of the Board of Directors
40 000
36 000
4
Peter Bozadzhiev
Member of the Board of Directors
40 000
36 000
5
Petar Petrov
Member of the Board of Directors
40 000
36 000
6
Kyle Anderson
Member of the Board of Directors
40 000
36 000
7
Viktor Spiriev
Executive member of the Board of
Directors
734 166
655 803
8
Peter Bozadzhiev
Group Operations Director
564 642
503 231
9
Petar Petrov
Director of the Battery division
307 453
271 762
10
Chavdar Danev
Financial Director for Liaison with
Financial Institutions
93 811
84 430
For 2022, the members of the Board of Directors of the Company have not received
other material incentives.
14. Information for the remuneration of each person, who has been a member of
the managing or regulatory body in a public company for a particular period of
time during the respective financial year:
a) the complete amount of the paid remuneration for the entity for the respective
financial year
The complete amount of the paid remunerations to the members of the Board of
Directors has been indicated in article 13 of this report. No material incentives have been
paid.
No
other
types
of
remuneration
have
been
calculated,
other
than
the
fixed
remuneration.
5
b) the remuneration and other tangible and intangible incentives received by the
person by companies from the same group
In 2022, the members of the Board of Directors of MONBAT AD received remuneration as
management personnel from subsidiaries of MONBAT AD as follows:
Name
Position
Gross BGN
Net BGN
1
PETER BOZADZHIEV
Monbat Holding GmbH
215 000
215 000
2
PETAR PETROV
START AD
76 000
68 400
3
FLORIAN HUTH
Monbat Holding GmbH
198 000
198 000
c) remuneration received by the person in the form of profit allocation and/or
bonuses and grounds for allocating them
In 2022, none of the members of the Board of Directors of MONBAT AD has received
remuneration by the company in the form of allocation of profit and/or other bonuses.
d) all additional payments for services provided by the person outside of its
regular functions, when such payments are permitted according to the contract
concluded with that person
Petar Hristov Petrov
–
member of the Board of Directors of MONBAT AD has received
in 2022 remuneration for employment with MONBAT AD as a Division Director Batteries to
the amount of BGN 271 762.
Petar Bozadzhiev –
member of the Board of Directors of MONBAT AD has received
in 2022 net remuneration
for employment with
MONBAT
AD as a
Group Operational
Director to the amount of BGN 503 231.
Chavdar Danev - member of the Board of Directors of MONBAT AD received in 2022
a net remuneration for employment with MONBAT AD as Financial Director for relations
with financial institutions to the amount of BGN 84 430.
e)
the
paid
and/or
accrued
compensation
as
regards
to
suspension
of
his
functions during the last financial year
In 2022 no remuneration has been paid as regards to suspension of functions by a
member of the Board of Directors.
f) total assessment of all non-financial benefits, equal to remunerations outside
of the ones indicated in letters a through e
In 2022 no member among the members of the Board of Directors of MONBAT AD
has received non-financial benefits, equal to remunerations, outside of the ones indicated
in letters “
a
”
through
“
d
”
.
g) information regarding all loans provided, payments to social and living costs
and guarantees by the company, or by its affiliates, or other companies, which
are the subject of consolidation in its annual financial statement, including data
regarding the outstanding unpaid portion and interests
In 2022, there have been no payments to social and living costs and guarantees to
members of the Board of Directors by the company, or its affiliates, or other entities, which
are the subject of consolidation in its annual financial statement.
6
15. Information regarding the shares and/or the options over shares and/or
other incentive schemes based on shares:
a)
number
of
the
offered
options
on
shares,
or
shares
provided
by
the
company during the respective financial year and the conditions under which
they have been offered and provided, respectively;
b) number of options exercised over shares during the respective financial
year and for each of them, the number of shares and the price of exercising the
option, or the value of the interest rate under the scheme for incentivizing based
on shares as at the end of the financial year;
c) number of non-exercised options over shares as at the end of the financial
year, including data regarding their price and date of exercising, and material
terms and conditions for exercising rights;
d)
all
changes
in
terms
and
conditions
on
existing
options
over
shares,
adopted during the financial year;
Both in 2022 and in previous reports, additional variable annual remuneration has
been paid in the form of shares or options on shares. Respectively, the General Meeting
of the shareholders has not approved a particular scheme for allocation of additional
variable remuneration in the form of shares or options over shares.
16. Annual change in the remuneration, the results of the company and the
average amount of the remunerations based on full-time employment of other
company employees, who are not directors, as a minimum during the past five
financial years, presented jointly in a manner that allows comparison.
Year
1.Gross
remuneration
of all
members of
the BoD for
the year
in
BGN
2.Average
monthly
remuneration
for a member
of the BoD
for the year
in BGN
3.Financial
result of
Monbat AD
–
net profit in
BGN
4. Gross
remuneration
based on full
–time
employment
of company
employees –
not directors
for the year
in BGN
5.Average
monthly
remuneration
based on
full-time
employment
of company
employees –
not directors
for the year
in BGN
2018
1 353 706
14 101
9 732 000
10 118 388
2 092
2019
1 243 537
12 953
6 981 000
11 900 565
2 163
Change
2019 to
2018 (%)
-8,14%
-8,14%
-28,27%
17,61%
3,39%
2020
1 096 333
15 226
5 356 000
13 144 654
2 321
Change
2020 to
2019 (%)
-11,84%
17,55%
-23,28%
10,45%
7,28%
2021
1 198 192
17 620
1 196 000
13 806 767
2 342
Change
2021 to 2020 (%0,00%)
9,29%
15,72%
-77,67%
5,04%
0,92%
2022
974 166
11 597
1 219 000
13 178 654
2 334
Change
2022 to 2021 (%)
-18,70%
-34,18%
1,92%
-4,55%
-0,33%
17. Information regarding exercising the option to request refund of variable
remuneration.
During the past year, the option of requesting refund of variable remuneration
has not been exercised.
7
18. Information about all deviations from the procedure for application of the
remuneration policy in conjunction with extraordinary circumstances set forth in
article
11,
paragraph
13,
including
for
clarification
of
the
nature
of
the
extraordinary circumstances and indication of the particular components, which
are not applied.
In 2022 no extraordinary circumstances have occurred, in conjunction with which
the company has deviated from the procedure of applying the Remuneration Policy.
19. Program for application of the Remuneration Policy for the next financial
year.
The Company shall agree to follow the underlying rules in the remuneration policy
for the members of the Board of Directors of MONBAT AD regarding disbursement of
remunerations for the following financial year. The management is of the opinion that the
current principles underlying in the policy for determining the remunerations are effective.
The members of the Board of Directors accept that in case of significant change in the
business
environment,
the
financial
indicators
and
risks,
and
in
relation
to
the
requirements set forth in article 11, paragraph 4 of Ordinance No. 48, dated March 20,
2013, the Remuneration Policy shall be reviewed and the changes stipulated shall be
proposed for voting by the general meeting of the shareholders, of which the public shall
be informed in compliance with the provisions of the Law on Public Offering of Securities.
Taking into consideration the prevailing economic situation in which the company shall
exercise its activity in 2022, the Board of Directors does not consider it expedient to
determine the values per performance indicators in 2022, in view of receiving additional
variable remuneration.
.................................................
30.03.2023
Petar Petrov
/Procurator/
iv
DECLARATION
under Art. 100n, para. 4, item 4 of the
LAW ON PUBLIC OFFERING OF SECURITIES
The undersigned,
1. Petar Petrov
–
Procurator of MONBAT AD
2. Petya Belnikolova –
Chief accountant of MONBAT AD
DECLARE
that, to the best of our knowledge:
1. The 2022 annual financial statement prepared in accordance with the applicable set of
accounting standards gives a true and fair view of the assets, liabilities, financial position
and profit of MONBAT AD.
2. The 2022 activity report includes a fair review of the development and the performance
of the business and the position of MONBAT AD together with a description of the principal
risks and uncertainties that the company faces.
30.03.2023
Declarers:
1.
Petar Petrov
2.
Petya Belnikolova
1
Grant Thornton OOD
A 26, Cherni Vrah Blvd, 1421 Sofia
A 4, Paraskeva Nikolau Str., 9000 Varna
T (+3592) 987 28 79, (+35952) 69 55 44
F (+3592) 980 48 24, (+35952) 69 55 33
E office@bg.gt.com
W www.grantthornton.bg
INDEPENDENT AUDITOR’S REPORT
To the shareholders of
MONBAT AD
32А, Cherni Vrah Blvd., Sofia
Report on the Audit of the Separate financial statements
Qualified Opinion
We have audited the separate financial statements of „Monbat“ AD („the Company“), which comprise the
separate statement of financial position as of 31 December 2022 and the separate statement of profit or loss
and separate statement of comprehensive income, separate statement of changes in equity and separate
statement of cash flows for the year ended and notes to the separate financial statements, including a
summary of significant accounting policies.
In our opinion, except for the possible effects of the matters described in the “Basis for Qualified Opinion”
section of our report, the accompanying financial statements give a true and fair view of the financial position of
the Company as of 31 December 2022, its financial performance and cash flows for the year then ended, in
accordance
with
International
Financial
Reporting
Standards
(IFRS),
as
adopted
from
the
EU
and
the
Bulgarian legislation.
Basis for Qualified Opinion
As disclosed in note 40.2 "Credit risk" to the separate financial statements, the Company has overdue trade
receivables from Ukrainian counterparties with carrying value of BGN 7,992 thousand as of 31 December
2022, of which BGN 5,030 thousand are overdue more than two years and BGN 2,962 thousand
are overdue
more than one year. No collateral or insurance has been provided for these receivables. No payments have
been received as of the date of this report. We have not been able to obtain sufficient appropriate audit
evidence regarding the recoverability of these trade receivables.
As disclosed in note 7 "Non-current assets held for sale" to the separate financial statements, Monbat AD has
reclassified its investment in the subsidiary Monbat Immobilien GmbH with carrying value of BGN 11,602
thousand as of 31 December 2022, as a non-current asset held for sale. The Company determined that the
asset's book value exceeds its fair value, less the costs of sale, as negotiated in the terms of a signed sale
agreement with non-related party, and recognised impairment expenses of BGN 3,106 thousand in 2022,
respectively BGN 19,484 thousand in 2021. The management believes that this investment is fully recoverable
through the fair value of the main asset, an investment property in Austria. Given the uniqueness of this
property, the lack of fully comparable market analogues and fair value report by external valuation specialist in
accordance with the requirements of IFRS at the reporting date, we have not been able to obtain reasonable
assurance
as
to
the
amount
of
the
impairment
adjustment
required
regarding
the
subsidiary
Monbat
Immobilien GmbH in accordance with IFRS 5 "Non-current assets held for sale and discontinued operations"
as of 31 December 2022.
We conducted our audit in accordance with International Standards on Auditing (ISA). Our responsibilities
under these standards are further described in the “Auditor’s Responsibilities for the Audit of the Separate
Financial Statements”
section of our report. We are independent of the Company in accordance with the
International Code of Ethics for Professional Accountants (including International Independent Standards)
issued by the International Ethics Standards Board for Accountants (IESBA Code), together with the ethical
requirements
of
Bulgarian
Independent
Financial
Audit
Act,
and
we
have
fulfilled
our
other
ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified opinion.
2
Key Audit Matters
Key audit issues are those issues that, in our professional judgment, were of the greatest importance in the audit of
the separate financial statements for the current period. These matters are considered as part of our audit of the
separate financial statements as a whole and the formation of our opinion on it, and we do not provide a separate
opinion on these issues. In addition to the matters described in the "Qualified Opinion Basis" section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
Related parties of Monbat AD: disclosure and assessment of the recoverability of receivables from
related parties
The disclosures of the Company regarding the related parties, as well as the assessment of the recoverability
of receivables from them are presented in notes 36 and 37.1 to the separate financial statements.
Key audit matter
How this matter was addressed during the audit
The
Company's
operations
include
significant
transactions and balances with related parties,
as
presented
in
notes
36
and
37
to
the
separate
financial statements.
The identification of the relationships and the nature
of the transactions are essential for the completeness
and
appropriateness
of
the
presentation
and
disclosure of related parties. This process requires
management
to
analyse
the
contractual
arrangements,
as
well
as
specific
facts
and
circumstances, on the basis of which to assess the
financial impact of the
transactions,
balances
and
necessary disclosures.
As of 31 December 2022, the carrying amount of the
receivables
from
related
parties
is
BGN
93 384
thousand, which is 25% of the total assets of the
Company. Of these, BGN 29 037 thousand are loans
and receivables from the group of the ultimate parent
company Prista Oil Holding AD, which is outside the
group of Monbat AD.
IFRS 9 requires the Company to determine at each
reporting
date
the
impairment
loss
of
its
financial
assets, based on a change, if any, in the credit risk of
the financial instrument. As disclosed in note 37.1
“Related party receivables” to the separate financial
statements, the Company has determined that no
impairment loss on loans and trade receivables from
related parties outside the Group of "Monbat" AD is
required,
based
on
the
assessment
of
the
recoverability
as
of
31
December
2022.
This
assessment
is related
to
a
complex
analysis
and
various
judgements
made
by
Company's
management
regarding
the
expected
time
and
amount of repayments by related parties, based on
different scenarios, as well as considerations for the
existence
of
additional
non-operational
sources
of
repayment
(e.g.
possible
sales
of
businesses
or
assets other than the main activity). Management's
analysis and judgements focus on the recoverability
assessment scenario that includes repayment over a
period of time and is based on the projected cash
flows of Prista Oil Group's lubricants business for the
period
2023-2027,
as
well
as
assessment
of
the
dividend
distribution
capacity
of
Monbat
Group,
based on its projected cash flows for the same five-
year period.
In this area, our audit procedures included, among
others:
analysis
of
the
Company's
contractual
agreements with related parties, as well as specific
facts
and
circumstances,
in
order
to
identify
the
nature of the transactions and their effect on the
financial condition and results of operations of the
Company;
receipt
of
confirmation
letters
on
related
party
transactions
and
balances,
as
well
as
management’s statements, which we analysed in the
context
of
the
available
documentation
for
these
transactions;
analysis of certain documents and registers
selected by us in order to identify relationships and
transactions with related parties that have not been
previously identified or disclosed by management;
we
focused
on
the
assessment
of
the
presentation
and
disclosure
of
transactions
and
balances
with
related
parties
in
view
of
their
consistency with our understanding of the business
model of the Company, as well as the results of our
audit procedures in other relevant areas;
regarding management's assessment of the
recoverability of loans and receivables from related
parties
outside
Monbat
Group,
we
included
our
internal valuation specialists in the audit procedures,
and focused in particular on:
-
gaining
an
understanding
of
the
different
scenarios
considered
by
management
in
their
analysis
of
recoverability
and
assessing
the
applicability
of
the
methods
used,
in
particular,
discounted cash flows in the scenario that includes
repayment over a period of time;
-
analysis of the projected cash flows for the
period 2023 -
2027 of
the
lubricants
business
of
Prista Oil Group by reviewing the reasonableness of
the
key
assumptions
used
such
as
revenue,
expenses,
profitability
before
interest,
taxes
and
depreciation against historical data and industry data.
We also performed a test for the relevance of the
recoverability
of
Prista
Oil
loans
and
receivables,
using an estimate of the value of Prista Oil Group's
3
Due
to
the
significance
of
the
disclosures
and
balances of loans and trade receivables from related
parties, as well as the annual assessment of their
recoverability,
including
complex
analysis
and
multiple
assumptions
by
Company's
management,
we have identified this area as a key audit matter.
equity
using
market
analogues
and
net
assets
methods, as well as an analysis of the sensitivity of
Prista
Oil's
ability
to
repay
amounts
due
to
assumptions about adverse effects on its operating
activities.
We
also
considered
the
availability
of
additional
non-operational
sources
of
repayment
(e.g. possible sales of businesses or assets outside
the
main
business),
which
are
included
as
other
considerations
in the
analysis
of
recoverability by
management.
-
assessment of the dividend capacity of the Monbat
Group, based on projected cash flows for the period
2023-2027, by analysing the reasonableness of key
assumptions such as income,
expenses, earnings
before
interest,
taxes
and
depreciation
against
historical data and data from the industry. We also
took into account the history of distributed dividends
and the dividend distribution policy of Monbat Group.
procedures for assessment of the adequacy
of Company’s disclosures in the attached separate
financial
statements
regarding
related
parties,
including
the
assessment
of
the
recoverability
of
loans and receivables from them.
Information Other than the Separate Financial Statements and Auditor’s Report Thereon
Management is responsible for the other information. The other information consists of the annual individual
activity report, incl. the corporate governance statement and the report on compliance with the remuneration
policy prepared by management in accordance with the Accounting Act, but does not include the separate
financial statements and our audit report thereon.
Our opinion on the separate financial statements does not cover other information and we do not express any
form of assurance about it unless expressly stated in our report and to the extent that it is stated. In connection
with our audit of the separate financial statements, our responsibility is to read the other information and
thereby
determine
whether
that
other
information
is
materially
inconsistent
with
the
separate
financial
statements or our knowledge of the audit, or otherwise it appears to contain material misstatement. In the
event that, based on the work we have done, we conclude that there is a material misstatement in this other
information, we are required to report this fact.
As described in the "Basis for Qualified Opinion" section of this report, we have not been able to obtain
sufficient appropriate audit evidence on the issues identified in this section. Accordingly, we are unable to
determine whether the other information does not contain material misstatement in this regard.
Responsibilities of Management and Those Charged with Governance for the Separate Financial
Statements
Management is responsible for the preparation and fair presentation of these separate financial statements in
accordance with International Financial Reporting Standards (IFRS), as adopted by the EU and Bulgarian law,
and for such internal control system as management deems necessary to enable the preparation of the
separate financial statements that are free from material misstatements, whether due to fraud or error.
In preparing the separate financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern
basis
of
accounting
unless
management
either
intends
to
liquidate
the
Company
or
to
cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process of
the Company.
4
Auditor’s Responsibilities for the Audit of the Separate Financial Statements
Our objectives are to obtain a reasonable degree of assurance as to whether the separate financial statements
as a whole do not contain material misstatements, whether due to fraud or error, and to issue an audit report
that includes our audit opinion. A reasonable level of assurance is a high level of assurance, but there is no
guarantee that an audit performed in accordance with ISA and the Independent Financial Audit Act will always
reveal material misstatement, where such exists. Incorrect readings may arise as a result of fraud or error and
are considered material if it could reasonably be expected that they, alone or as a whole, could influence the
economic decisions of consumers made on the basis of this financial statement. report.
As part of our audit in accordance with ISAs, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
identify and assess the risks of material misstatement in the separate financial statements, whether due
to fraud or error, develop and perform audit procedures in response to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our audit opinion. The risk of not
disclosing material misstatement resulting from fraud is higher than the risk of material misstatement
resulting from error, as fraud may include collusion, falsification, intentional omissions, introductory
statements the auditor's misrepresentation, as well as neglect or circumvention of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are
appropriate
in
the
circumstances,
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness of the Company’s internal control;
evaluate
the
appropriateness
of
accounting
policies
used
and
the
reasonableness
of
accounting
estimates and related disclosures made by management;
conclude on the appropriateness of management's use of the accounting base based on the going
concern assumption and, based on the audit evidence obtained, whether there is material uncertainty
about events or conditions that could give rise to significant doubts about the Company's ability to
continue to operate as a going concern. If we conclude that there is material uncertainty, we are required
to draw attention in our audit report to the disclosures related to this uncertainty in the separate financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our audit report. However, future events or conditions may
cause the Company to cease to operate as a going concern;
evaluate the overall presentation, structure and content of the separate financial statements, including the
disclosures, and whether the separate financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the separate financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
In addition to our responsibilities for reporting under ISAs, described above in section “Information Other than
the Separate Financial Statements and Auditor’s Report Thereon”, regarding annual management report, we
have performed the additional procedures contained in the Guidelines of the professional organisation of
certified public accountants and registered auditors in Bulgaria - Institute of Certified Public Accountants
(ICPA). The
procedures on the existence, form and contents of the other information have been carried out in
order to state whether the other information includes the elements and disclosures in accordance with Chapter
Seven of Bulgarian Accountancy Act and Article 100m, paragraph (10) in relation to Article 100m, paragraph
(8), subparagraphs (3) and (4) of Bulgarian Public
Offering of Securities Act, as well as Article 100m,
paragraph 14 in relation to Article 116c, paragraph (1) of Bulgarian Public Offering of Securities Act.
5
Statement Pursuant to Article 37, Paragraph (6) of Bulgarian Accountancy Act
Based on the procedures performed, we describe the outcome of our work:
(a)
the information in the management report is consistent with the separate financial statements for the
same reporting period, on which we have issued qualified opinion in the section “Report on the Audit
of the Separate Financial Statements” above;
(b)
the management report is prepared in accordance with the applicable legal requirements;
(c)
as a
result
of the acquired
knowledge
and understanding
of
the
Company's
activities and
the
environment in which it operates, we have not identified cases of material misstatement in the
individual activity report, except for the possible effect described in "Information Other than the
Separate Financial Statements and Auditor’s Report Thereon" in "Report on the Audit of the Separate
Financial Statements";
(d)
the
corporate
governance
statement
for
the financial year
contains the
required
information
in
accordance with the applicable legal requirements, including Article 100m, paragraph (8) of Bulgarian
Public Offering of Securities Act;
(e)
the report on compliance with the remuneration policy has been prepared in accordance with the
requirements of the ordinance pursuant to Article 116c, paragraph 1 of Bulgarian Public Offering of
Securities Act and the information in it is consistent with the separate financial statements for the
same reporting period.
Statement Pursuant to Article 100m, Paragraph (10) of Bulgarian Public Offering of Securities Act
Based on the procedures performed and our knowledge of the Company and the environment in which it
operates, in our opinion, there is no material misstatement in the description of the main characteristics of the
internal control system and of the risk management system of the Company in connection with the financial
reporting process and also in the information pursuant to Article 10, paragraph 1, items “c”, “d”, “f”, “h” and “i” of
Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, which
are included in the corporate governance statement, being a component of the annual management report.
Additional reporting concerning the audit of financial statements in connection with Article 100m,
paragraph (4), subparagraph (3) of Bulgarian Public Offering of Securities Act
Statement on Article 100m, paragraph 4, subparagraph (3), item "b" of Public Offering of Securities Act
Related party transactions are disclosed in note 36 to the separate financial statements. Based on the
performed audit procedures on related party transactions as part of our audit of separate financial statements
as a whole, no facts, circumstances or other information have come to our attention that caused us to conclude
that the related party transactions are not disclosed in the accompanying separate financial statements for the
year ended on 31 December 2022, in all material respects, in accordance with the requirements of IAS 24
„Related Party Disclosures “. The results of our audit procedures on related party transactions were taken into
consideration for the purposes of issuing an auditor’s opinion on the separate financial statements as a whole,
not for issuing a separate opinion only on related party transactions.
Statement on Article 100m, paragraph (4), subparagraph 3, item "c" of Public Offering of Securities Act
Our responsibilities for audit of the separate financial statements as a whole, described in our report in section
„Responsibilities of the Auditor for the Audit of Separate Financial Statements“, include assessment whether
the financial statements present fairly the significant transactions and events. Based on the performed audit
procedures on the significant transactions, which are fundamental to the separate financial statements for the
year ended on 31 December 2022, no facts, circumstances or other information have come to our attention
that caused us to conclude that there are instances of unfair presentation and disclosure in accordance with
the requirements of IFRS, as adopted by the European Union. The results of our audit procedures on the
significant transactions and events of the Company, which are material to the separate financial statements,
were taken into consideration for the purposes of issuing an auditor’s opinion on the separate financial
statements as a whole, not for issuing a separate opinion only on the significant transactions.
Reporting on compliance of the electronic format of the separate financial statements included in the
annual separate financial report on the activity under Art. 100n, para 4 of Bulgarian Public Offering of
Securities Act with the requirements of ESEF Regulation
In
addition
to
our
responsibilities
and
reporting
under
ISA,
described
above
in
the
section
"Auditor's
Responsibilities for the Audit of the Separate Financial Statements", we have followed the procedures in
accordance with the Guidelines on Issuing of Audit Opinion regarding the Implementation of the European
Single Electronic Format ( ESEF) for the financial statements of companies whose securities are admitted to
6
trading on a regulated market in the European Union (EU)" of Bulgarian Institute of Chartered Accountants
(ICPA) in Bulgaria". These procedures include verifying the electronic file format and whether the human
readable part of it corresponds to the audited separate financial statements and expressing an opinion
regarding the compliance of the electronic format of the separate financial statements of Monbat AD for the
year ending 31 December 2022, contained in the electronic file “213800ZH4VUOQOUVYX93-20221231-BG-
SEP.xhtml“, with the requirements of Commission Delegated Regulation (EU) 2019/815 of 17 December 2018
supplementing Directive 2004/109/EC of the European Parliament and of the Council with regard to regulatory
technical standards on the specification of a single electronic reporting format (“ESEF Regulation”). Based on
these requirements, the electronic format of the separate financial statements included in the annual separate
financial report on the activity under Art. 100n, para. 4 of Bulgarian Public Offering of Securities Act, must be
submitted in XHTML format.
The management of the Company is responsible for the application of the requirements of ESEF Regulation
when preparing the electronic format of the separate financial statements in XHTML.
Our opinion is only regarding the electronic format of the separate financial statements included in the
electronic
file
“213800ZH4VUOQOUVYX93-20221231-BG-SEP.xhtml“
and
does
not
include
the
other
information contained in the annual separate financial report on the activity under art. 100n, para. 4 of
Bulgarian Public Offering of Securities Act.
Based on the performed procedures, our opinion is that the electronic
format of the separate financial
statements of the Company for the year ended 31 December 2022, contained in the attached electronic file
“213800ZH4VUOQOUVYX93-20221231-BG-SEP.xhtml“, on which we are issuing a qualified audit opinion,
has been prepared in all material respects in accordance with the requirements of the ESEF Regulation.
Reporting Pursuant to Article 59 of Bulgarian Independent Financial Audit Act in relation to Article 10
of Regulation (ЕС) No 537/2014
In accordance with the requirements of Bulgarian Independent Financial Audit Act and in relation with Article
10 of Regulation (ЕС) No 537/2014, we report additionally the information as follows:
Grant Thornton OOD was appointed as statutory auditor of the separate financial statements of "Monbat"
AD for the year ended on 31 December 2022 by the general meeting of shareholders, held on 14 June
2022, for a period of one year.
The audit of the separate financial statements of the Company for the year ended on 31 December 2022
of the Company represents third, consecutive year of continuous commitment for mandatory audit of this
company, performed by us.
In support of the audit opinion, we have provided in the "Key Audit Matter" section a description of the
most
important
assessed
risks,
a
summary
of
the
auditor's
response
and
important
observations
regarding those risks, where appropriate.
We confirm that our audit opinion is consistent with the additional report to the audit committee of the
Company, which was provided in accordance with Article 60 of Bulgarian Independent Financial Audit
Act.
We declare that prohibited non-audit services referred to in Article 64 of Bulgarian Independent Financial
Audit Act were not provided.
We confirm that we remained independent of the Company in conducting the audit.
For the period covered by our statutory audit, in addition to the audit, we have not provided other services
to the Company and its controlled undertakings.
Mariy Apostolov
Silvia Dinova
Managing partner
Registered auditor responsible for the audit
Grant Thornton Ltd., registered No 032
Audit firm
30 March 2023
Bulgaria, Sofia, 26, Cherni Vrah Blvd.
1
Grant Thornton OOD
A 26, Cherni Vrah Blvd, 1421 Sofia
A 4, Paraskeva Nikolau Str., 9000 Varna
T (+3592) 987 28 79, (+35952) 69 55 44
F (+3592) 980 48 24, (+35952) 69 55 33
E office@bg.gt.com
W www.grantthornton.bg
DECLARATION under Art. 100n, para. 4, item 3 of the Public Offering of Securities Act
To the shareholders of
Monbat AD
A 32, Cherni Vrah Blvd. 1421 Sofia
Undersigned:
1. Mariy Georgiev Apostolov, in my capacity as Manager of an
audit firm
Grant Thornton OOD, registered
with UIC 831716285, with registered office, address of management and address for correspondence: A 26,
Cherni Vrah Blvd, 1421 Sofia and
2. Silvia Borislavova Dinova
, in my capacity as a registered auditor (with reg. No 850 from the register under
Art. 20 of the Independent Financial Audit Act), responsible for the audit engagement on behalf of an audit
firm Grant Thornton (with reg. No 032 from the register under Art. 20 of the Independent Financial Audit Act),
we declare that
Audit firm Grant Thornton OOD was engaged to perform a statutory financial audit of the separate financial
statements of Monbat AD for 2022, prepared in accordance with International Financial Reporting Standards,
adopted by the EU, the common name of the accounting base, defined in item 8 of the Additional Provisions of
the Accounting Act under the name „International Accounting Standards”. As a result of our audit, we issued an
audit report from 30 March 2023.
We hereby VERIFY THAT, as reported in our audit report on the annual separate financial
statements of Monbat AD for 2022, issued on 30 March 2023:
1.
Statement of Article 100n, paragraph. 4, subparagraph. 3, item
„a”
Qualified Audit opinion:
In our
opinion, except for the possible effects of the matter described in the “Basis for Qualified Opinion” section
of our report, the accompanying financial statements give a true and fair view of the financial position of
the Company as of December 31, 2022, its financial performance and cash flows for the year then ended,
in accordance with International Financial Reporting Standards (IFRS) as adopted from the EU and the
Bulgarian legislation (page 1 of audit report
);
2.
Statement on
Article
100n, paragraph
4, subparagraph
(3),
item
"b”
Information, relating to
transactions of the Monbat AD with related parties. Related party transactions are disclosed in note
35 to the separate financial statements. Based on the performed audit procedures on related party
transactions as part of our audit of financial statements as a whole, no facts, circumstances or other
information have come to our attention that caused us to conclude that the related party transactions are
not disclosed in the accompanying financial statements for the year ended on 31 December 2022, in all
material respects, in accordance with the requirements of IAS 24 „Related Party Disclosures“.
The
results of our audit procedures on related party transactions were taken into consideration for the
purposes of issuing an auditor’s opinion on the financial statements as a whole, not for issuing a separate
opinion only on related party transactions. (page 5 of audit report
).
3.
Statement
on
Article
100n,
paragraph
(4),
subparagraph
3,
item
"c"
of
Public
Offering
of
Securities Act
Our responsibilities for audit of the financial statements as a whole, described in our report in section
„Responsibilities of the Auditor for the Audit of Financial Statements“, include assessment whether the
financial statements present fairly the significant transactions and events. Based on the performed audit
procedures on the significant transactions, which are fundamental to the financial statements for the year
ended on 31 December 2022, no facts, circumstances, or other information have come to our attention that
caused us to conclude that there are instances of unfair presentation and disclosure in accordance with the
requirements of IFRS, as adopted by the European Union.
The results of our audit procedures on the
2
significant transactions and events of the Company, which are material to the financial statements, were taken
into consideration for the purposes of issuing an auditor’s opinion on the financial statements as a whole, not
for issuing a separate opinion only on the significant transactions. (page 5 of audit report
).
The certifications made with this statement should be considered only in the context of the
audit report issued by us as a result of the independent financial
audit of the annual financial
statements of Monbat AD for the reporting period ending 31 December 2022, with date of audit report
30 March 2023. This declaration is intended only for the above-mentioned addressee and has been
prepared solely in compliance with the requirements set out in Art. 100n, para. 4, item 3 of the Public
Offering of Securities Act (POSA) and should not be taken as
a substitute for our conclusions
contained in the audit report issued by us on 30 March 2023
with regard to the issues covered by Art.
100n, item 3 of the POSA.
Mariy Apostolov
Silvia Dinova
Managing partner
Registered auditor responsible for the audit
Grant Thornton Ltd.
Audit firm
30 March 2023
Sofia, Bulgaria