REPORTING PERIOD
31 DECEMBER 2021
INDIVIDUAL FINANCIAL STATEMENTS
Page 1 of 115
TABLE OF CONTENTS
INDIVIDUAL STATEMENT OF FINANCIAL POSITION
AS OF 31DECEMBER 2021
3
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
AS OF 31 DECEMBER 2021
5
INDIVIDUAL STATEMENT FOR CHANGE IN EQUITY
AS OF 31 DECEMBER 2021
6
INDIVIDUAL CASH FLOW STATEMENT
AS OF 31DECEMBER 2021
7
NOTES TO THE FINANCIAL STATEMENTS
8
REPORT ON BUSINESS ACTIVITIES
58
ADDITIONAL INFORMATION IN ACCORDANCE WITH APPENDIX 2 AND 3
OF ORDINANCE 2
82
INFORMATION ABOUT THE PUBLIC COMPANY UNDER ANNEX 3
TO ORDINANCE No 2
92
INFORMATION PURSUANT TO ART. 10, ITEM 4 OF REGULATION NO. 2
REPORT ON THE IMPLEMENTATION OF THE REMUNERATION POLICY
CORPORATE GOVERNANCE DECLARATION
93
94
102
115
DECLARATIONA UNDER ART. 100N PAR. 4 (4)
Page 2 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
INDIVIDUAL STATEMENT OF FINANCIAL POSITION
AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
December 31,
2021
December 31,
2020
Notes
ASSETS
Non-current assets
Property, plant and equipment
Intangible assets
4.01
4.02
4.03
4.04
4.05
4.06
4.07
-
5
4
2
Investments in subsidiaries
Investments in associated companies
Other long-term capital investments
Long-term trade receivables
Deferred tax assets
7 936
8
6 958
-
2 624
2 054
18
6 566
-
439
13 969
Total non-current assets
12 645
Current assets
Receivables from related companies
Trade receivables
4.08
4.09
4.10
4.11
4.12
1 769
3 325
38
2 371
3 055
347
Other receivables
Cash and cash equivalents
Prepaid expenses
16 434
25
14 612
1
Total current assets
21 591
20 386
Non-current assets classified as held for sale and assets
included in disposal groups classified as held for sale
4.13
-
3 906
TOTAL ASSETS
34 236
38 261
Date: 25 March 2022
ALBENA
BENKOVA
BENEVA
Digitally signed by ALBENA
BENKOVA BENEVA
Date: 2022.03.25 19:06:25
+02'00'
Digitally signed by Dimitar
Dimitar Stoyanov
Stoyanov Dimitrov
Date: 2022.03.25 19:49:10
+02'00'
Compiler of the financial statements:
Executive Director:
Dimitrov
/Albena Benkova Beneva/
/ Dimitar Stoyanov Dimitrov/
Audit Company
Primorska Audit Company Ltd.
Marian Nikolov
Registered auditor, responsible for the audit
Reg. N: 0601
Reg. N: 086
Ilia Iliev
Iliya
Nedelchev
Iliev
Digitally signed by
Iliya Nedelchev Iliev
Date: 2022.03.25
21:02:06 +02'00'
Digitally signed by
MARIAN VASILEV
NIKOLOV
Date: 2022.03.25
20:28:33 +02'00'
MARIAN
VASILEV
NIKOLOV
Managing Director
The statement of financial position should be read together with the explanatory notes set out on pages 8 to 57,
which are an integral part of the financial statements
Page 3 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
INDIVIDUAL STATEMENT OF FINANCIAL POSITION
AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
December
31, 2021
December
31, 2020
Notes
LIABILITIES
Non-current liabilities
Bank loans
4.14
1 615
1 900
Total non-current liabilities
1 615
1 900
Current liabilities
Current portion of bank loans
4.14
4.15
4.16
4.17
4.18
285
174
22
276
10
21
Trade payables
Payables to employees and social security liabilities
Tax liabilities
4
5
Other liabilities
665
1 150
2 765
675
987
2 887
Total current liabilities
TOTAL LIABILITIES
EQUITY
Registered capital
Retained earnings
Reserves
4.19
4.20
4.21
4.22
4.23
18 000
5 232
1 800
5 403
1 036
31 471
34 236
18 000
5 322
1 500
5 703
4 849
35 374
38 261
Reserve of issue of shares
Other equity components
TOTAL EQUITY
TOTAL EQUITY AND LIABILITIES
Date: 25 March 2022
Digitally signed by Dimitar
Stoyanov Dimitrov
Date: 2022.03.25 19:49:33
+02'00'
Digitally signed by
ALBENA BENKOVA
BENEVA
Date: 2022.03.25
19:07:06 +02'00'
ALBENA
BENKOVA
BENEVA
Dimitar Stoyanov
Executive Director: Dimitrov
Compiler of the financial statements:
/Albena Benkova Beneva/
/ Dimitar Stoyanov Dimitrov/
Audit Company
Marian Nikolov
Registered auditor, responsible for the audit
Primorska Audit Company Ltd.
Digitally signed by
Iliya Nedelchev Iliev
Date: 2022.03.25
21:05:24 +02'00'
Iliya
Nedelchev
Iliev
MARIAN
VASILEV
NIKOLOV
Digitally signed by
MARIAN VASILEV NIKOLOV
Date: 2022.03.25 20:30:45
+02'00'
Reg. N: 086
Reg. N: 0601
Ilia Iliev
Managing Director
The statement of financial position should be read together with the explanatory notes set out on pages 8 to 57,
which are an integral part of the financial statements
Page 4 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDING 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Notes
2021
2020
-
5 115
(2)
-
186
Revenue
Other operating income
Sales expenses
5.01
(7)
Administrative expenses
5.02
5.03
(1 539)
(25)
(1 225)
(13)
Other expenses
Profit from operating activities
3 549
250
(1 059)
3 446
(103)
2 284
Financial income
5.04
5.05
Financial expenses
(108)
3 691
Profit (loss) from the operating activities
Profit (loss) before tax
Tax Savings (Expense)
Net profit
3 691
(421)
3 270
2 284
46
5.06
2 330
Items that can be reclassified to profit or
loss in subsequent periods
(3 573)
4 849
From other long-term equity instruments
Other comprehensive income for the period,
after taxation
(3 573)
4 849
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD
(303)
7 179
Basic income per share in Bulgarian levs
0.1817
01517
Date: 25 March 2022
Digitally signed by Dimitar Stoyanov
Dimitrov
Date: 2022.03.25 19:50:13 +02'00'
Dimitar Stoyanov
Executive Director: Dimitrov
Digitally signed by
ALBENA BENKOVA
BENEVA
Date: 2022.03.25
19:07:39 +02'00'
ALBENA
BENKOVA
BENEVA
Compiler of the financial statements:
/Albena Benkova Beneva/
/ Dimitar Stoyanov Dimitrov/
Audit Company
Marian Nikolov
Primorska Audit Company Ltd.
Registered auditor, responsible for the audit
Digitally signed by
Iliya Nedelchev Iliev
Date: 2022.03.25
21:08:35 +02'00'
Digitally signed by
MARIAN VASILEV
NIKOLOV
Date: 2022.03.25 20:34:35
+02'00'
Reg. N: 086
Reg. N: 0601
MARIAN
VASILEV
NIKOLOV
Iliya Nedelchev
Iliev
Ilia Iliev
Managing Director
The statement of comprehensive income should be read together with the explanatory notes set out on pages 8 to
57, which are an integral part of the financial statements
Page 5 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
INDIVIDUAL STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDING 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Reserve
Other equity
components
Registered
capital
Retained
earnings
from
issue of
shares
Notes
Reserves
Total
-
Balance as of January 1, 2020
15 000
3 442
-
1 500
19 942
9 000
-
-
Increase of registered capital
Expenses related to capital
increase
Total comprehensive income
for the period, including:
Profit for the period
3 000
-
6 000
-
-
-
-
-
-
-
2 330
2 330
-
(297)
-
-
-
-
-
(297)
7 179
2 330
4 849
(450)
4 849
-
-
-
-
-
Other
comprehensive
4 849
income for the period
-
Distribution of dividends
(450)
4.19, 4.20;
4.21; 4.22;
4.23
4 849
Balance as of December 31,
2020
18 000
5 322
5 703
1 500
35 374
4 849
Balance as of January 1, 2021
18 000
5 322
5 703
1 500
35 374
-
-
Transfer to reserves
-
-
(300)
300
Total comprehensive income
for the period, including:
Profit (Loss) for the period
(3 573)
-
-
-
3 270
3 270
-
-
-
-
-
-
-
(303)
3 270
-
Other
comprehensive
(3 573)
(3 573)
income for the period
Distribution of dividends
Other movements
-
-
-
(3 600)
240
-
-
-
-
(3 600)
-
(240)
4.19, 4.20;
4.21; 4.22;
4.23
Balance as of December 31,
2021
18 000
5 232
5 403
1 800
1 036
31 471
Date: 25 March 2022
Digitally signed by
ALBENA BENKOVA
BENEVA
Date: 2022.03.25
19:08:16 +02'00'
Digitally signed by Dimitar
ALBENA
BENKOVA
BENEVA
Dimitar Stoyanov
Stoyanov Dimitrov
Date: 2022.03.25 19:50:35
+02'00'
Compiler of the financial statements:
Executive Director:
Dimitrov
/Albena Benkova Beneva/
/ Dimitar Stoyanov Dimitrov/
Audit Company
Marian Nikolov
Primorska Audit Company Ltd.
Registered auditor, responsible for the audit
Digitally signed by
Iliya Nedelchev Iliev
Date: 2022.03.25
21:11:33 +02'00'
Digitally signed by
MARIAN VASILEV
NIKOLOV
Date: 2022.03.25
20:37:05 +02'00'
Reg. N: 086
Reg. N: 0601
MARIAN
VASILEV
NIKOLOV
Iliya Nedelchev
Iliev
Ilia Iliev
Managing Director
The statement of changes in equity should be read together with the explanatory notes set out on pages 8 to 57,
which are an integral part of the financial statements
Page 6 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
INDIVIDUAL STATEMENT OF CHANGES IN CASH FLOW
FOR THE YEAR ENDING 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Notes
Cash flows from operating activity
Proceeds from customers
Payments to suppliers
Payments/recovered taxes
Payments to employees and social security institutions
Recovered (paid) corporate profit tax
Currency exchange rate differences
Other proceeds, net
Net cash flows from operating activities
Cash flow from investment activities
Purchase of noncurrent assets
Purchase of investments
Dividend received
Sale of investments
Daughter company capital increase
Net cash flows from investment activities
2021
2020
19
(783)
(37)
(445)
279
62
(25)
(930)
55
(571)
(91)
(385)
(773)
129
(1)
(1 637)
(4)
(996)
5 500
2 053
-
-
(29)
-
200
4 786
(1 760)
3 226
(162)
6 553
Cash flow from financing activities
Capital increase
Dividend paid
-
(3 436)
(276)
(58)
9 000
(428)
(598)
(75)
1 475
-
Loans paid
Interest, fees and commissions paid
Interest, fees and additional monetary contributions
Other proceeds (payments), net
Net cash flow from financing activities
Net increase in available cash and cash equivalents for the
period
-
(31)
(3 801)
9 374
1 822
10 936
Available cash and cash equivalents in the beginning of the
period
Available cash and cash equivalents at the end of the period 4.11
14 612
16 434
3 649
14 612
Date: 25 March 2022
Digitally signed by
ALBENA
Digitally signed by Dimitar
ALBENA BENKOVA
BENEVA
Dimitar Stoyanov
Executive Director:
Dimitrov
Stoyanov Dimitrov
Date: 2022.03.25 19:50:58
+02'00'
BENKOVA
Compiler of the financial statements:
Date: 2022.03.25
19:08:55 +02'00'
BENEVA
/Albena Benkova Beneva/
/ Dimitar Stoyanov Dimitrov/
Audit Company
Marian Nikolov
Primorska Audit Company Ltd.
Registered auditor, responsible for the audit
Digitally signed by
Iliya Nedelchev Iliev
Date: 2022.03.25
21:14:15 +02'00'
Reg. N: 086
Reg. N: 0601
Digitally signed by
MARIAN
Iliya Nedelchev
Iliev
MARIAN VASILEV
NIKOLOV
VASILEV
NIKOLOV
Ilia Iliev
Date: 2022.03.25 20:38:51
+02'00'
Managing Director
The statement of changes in cash flow should be read together with the explanatory notes set out on pages 8 to
57, which are an integral part of the financial statements
Page 7 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
TABLE OF CONTENTS
1.
Legal status and general information about the company.............................................................11
Basis for preparation of the financial statements and accounting principles. ...............................11
General financing reporting framework........................................................................................11
Initial application of new and amended IFRSs in force for the current accounting period ..........12
Accounting principles ...................................................................................................................15
Subsidiaries. Consolidation...........................................................................................................15
Functional and reporting currency................................................................................................16
Foreign currency...........................................................................................................................16
Use of estimates and judgements..................................................................................................16
Comparative data ..........................................................................................................................17
Definition and determination of the elements of the financial report ...........................................17
Property, plant and equipment ......................................................................................................17
Impairment of properties, plant, equipment and intangible assets................................................18
Investments in subsidiaries and associated companies .................................................................19
Other long-term capital investments.............................................................................................19
Non-current assets held for sale....................................................................................................20
Financial instruments....................................................................................................................20
Registered share capital ................................................................................................................22
Reserves........................................................................................................................................23
Lease .............................................................................................................................................23
2.
2.1.
2.2.
2.3.
2.4.
2.5.
2.6.
2.7.
2.8.
3.
3.1.
3.2.
3.3.
3.4.
3.5.
3.6.
3.7.
3.8.
3.9.
3.10. Liabilities to employees ................................................................................................................25
3.11. Recognition of revenue and expenses...........................................................................................25
3.12. Income tax expenses .....................................................................................................................27
3.13. Judgments that are crucial in applying the accounting policy of the Company. Key high
uncertainty estimates and assumptions......................................................................................................28
3.14. Determination of fair values .........................................................................................................30
3.15. Income per share...........................................................................................................................30
Page 8 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4. Notes to the Statement of financial position .................................................................................32
4.01. Property, plant and equipment ......................................................................................................32
4.02. Intangible assets............................................................................................................................32
4.03. Investment in subsidiaries.............................................................................................................33
4.04. Investments in associated companies............................................................................................33
4.05. Other long-term capital investments.............................................................................................33
4.06. Other long-term receivables..........................................................................................................34
4.07. Deferred tax assets ........................................................................................................................34
4.08. Receivables from related companies.............................................................................................34
4.09. Trade receivables ..........................................................................................................................36
4.10. Other receivables ..........................................................................................................................37
4.11. Cash and cash equivalents.............................................................................................................37
4.12. Prepaid expenses...........................................................................................................................38
4.13. Non-current assets classified as held for sale and assets included in disposal groups classified as
held for sale ...............................................................................................................................................38
4.14. Bank loans.....................................................................................................................................39
4.15. Trade liabilities .............................................................................................................................39
4.16. Payables to employees and social security liabilities....................................................................40
4.17. Tax liabilities ................................................................................................................................40
4.18. Other liabilities..............................................................................................................................40
4.19. Registered capital..........................................................................................................................40
4.20. Retained earnings..........................................................................................................................41
4.21. Reserves........................................................................................................................................42
4.22. Share premium reserve..................................................................................................................42
4.23. Other comprehensive income........................................................................................................42
5.
Notes to the Statement of comprehensive income ........................................................................42
5.01. Other operating income.................................................................................................................42
5.02. Administrative expenses ...............................................................................................................43
5.03. Other expenses..............................................................................................................................44
5.04. Financial income...........................................................................................................................44
Page 9 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
5.05. Financial expenses ........................................................................................................................44
5.06. Corporate profit tax income (expense)..........................................................................................44
6.
Transactions with related parties...................................................................................................45
Contingent liabilities and commitments........................................................................................46
Key management staff ..................................................................................................................47
Financial instruments by categories..............................................................................................47
Financial risk management ...........................................................................................................48
Fair values.....................................................................................................................................54
Events after the end of the reporting period..................................................................................56
7.
8.
9.
10.
11.
12.
Page 10 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
1. Legal status and general information about the company
Allterco JSCo, Sofia, is entered in the Commercial Register of the Registry Agency with UIC as per Bulstat
(Unified Identification Code as per the Bulgarian Statistical Register): 201047670. The company is with
seat and address of management in Sofia 1407, 103, Cherni Vrah Blvd.
The Company was initially registered with capital of BGN 5,488,000 (five million four hundred and eighty-
eight thousand), distributed in 5,488,000 ordinary registered voting shares with nominal value of BGN 1.00
each. The registered share capital of Allterco JSCo was fully paid in. At the end of 2015, the capital was
increased to BGN 13,500 thousand through cash and non-cash contributions. At the end of 2016, the capital
was increased to BGN 15,000 thousand after the successful initial public offering on the Bulgarian Stock
Exchange. In 2020, the capital was increased to BGN 17,999,999 as a result of a procedure for Public
Offering of a new issue of shares.
Since 22 November 2021 the shares of Allterco are traded on two regulated markets in the EU – Bulgarian
Stock Exchange and Frankfurt Stock Exchange.
The scope of business of Allterco JSCo includes the acquisition, management, evaluation and sale of
participations in Bulgarian and foreign companies; acquisition, management and sale of bonds; acquisition,
evaluation and sale of patents, assignment of licenses for use of patents to companies in which the Company
participates; financing of companies in which the Company participates.
The company is managed by the Board of directors and is represented by Svetlin Todorov and Dimitar
Dimitrov.
The current individual financial statements had been approved by the Board of Directors on 25 March 2022
2. Basis for preparation of the financial statements and accounting principles.
2.1. General financing reporting framework
The company maintains its current accounting and prepares its financial statements in accordance with the
requirements of the Bulgarian commercial and accounting legislation.
These financial statements have been prepared in accordance with the requirements of the International
Accounting Standards, published by the International Accounting Standards Board and adopted by the
European Union. As of December 31, 2021, IASs include the International Accounting Standards (IASs),
Page 11 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
the International Financial Reporting Standards (IFRSs), the Interpretations of the Standing Interpretation
Committee and the Interpretations of the IFRS Interpretation Committee, approved by the IAS Committee
and in power since January 1 20201.
The IAS Committee issues every year the standards and their interpretations, which after the formal
approval by the EC, are valid for the year in which they are issued. However, a big part of them is not
applicable to the company's business because of the specific issues that are addressed in them.
2.2. Initial application of new and amended IFRSs in force for the current accounting period
2.2.1. Accounting standards applicable for the current reporting period
The below mentioned amendments in the standards are adopted by the Commission of EU and are valid
during 2021:
Standard or Interpretation, date of
amendment and date of implementation
Name of the Standard or
Interpretation
Effect on individual financial
statements of the Company
Amendments to IFRS 9, IAS 39, Interest Rate Benchmark Reform – No impact on the individual
IFRS 7, IFRS 4 and IFRS 16, issued on 27 Phase 2
August 2020, valid for the periods starting at
and after 1 January 2021
financial statements of the
Company
Amendments to IFRS 4, issued on 25 June Insurance
contracts
–
No impact on the individual
2020, valid for periods starting at or after 1 postponement of implementation financial statements of the
January 2021 of IFRS 9 Company
Amendments to IFRS 16, issued on 31 March COVID 19 – discounts related to No impact on the individual
2021, valid for periods starting at or after 1 rents after 30 June 2021
April 2021
financial statements of the
Company
Impact from the initial implementation of the Interest Rate Benchmark Reform – Phase 2
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 2
During the previous year the Amendments to IFRS 9/ IAS 39 and IFRS 7 Interest Rate Benchmark Reform
– Phase 1 change some specific requirements to accounting treatments of hedging in order to allow the
accounting treatment of affected hedges to continue in a period of uncertainty, before the hedged positions
or instruments be changes as a result of the ongoing Interest Rate Benchmark Reform
During the current year the Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate
Benchmark Reform – Phase 2, allow the companies to recognize the effect from switching from
the existing base interest rates (IBOR) to alternative base interest rates (called also “risk free” rates
or RFR), without making accounting changes, which would not provide useful information to the
readers of financial statements.
Page 12 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
The goals of the amendments from Phase 2 are to help the companies in:
а) the application of IFRS standards when changes are made in the agreed cash flows and hedging
relationships due to the reform of the base interest rate; and
б) providing useful information to the readers of financial statements.
The Phase 2 amendments to the requirements of IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 refer to:
а) changes in the principles for determining the contractually agreed cashflows from financial assets,
financial liabilities and lease liabilities;
б) reporting of hedging; and
в) related notes.
The amendment made with Phase 2 apply only to changes required by the reform of benchmark interest for
financial instruments and hedging relationships.
The amendments made with Phase 1 and Phase 2 do not have an effect on the Company as it does not use
hedging on the positions owned, which are subject to risk of change in the benchmark interest rate.
Amendment to IFRS 4 Insurance Contracts – postponement of the application of IFRS 9
In June 2020 IASC issued Amendments to IFRS 17 as a response to the importance and challenges for the
application, which were identified after the release of IFRS 17. The amendments postpone the initial
application of IFRS 17 (including amendments) for the annual financial periods starting at or after 1 January
2023.
At the same time IASC issues Prolongation of temporary relief from the application of IFRS 9 (Amendment
to IFRS 4), which prolonged the set date for the end of the temporary relief from application of IFRS 9 in
IFRS 4 to the annual reporting period starting at or after 1 January 2023.
The amendments do not have an effect on the Company as it is not in the insurance business.
Amendments to IFRS 16 COVID 19 – discounts related to rents applicable after 30 June 2021
In May 2020 IASC issued Amendments to IFRS 16 - COVID 19 – discounts related to rents. Those
amendments provide relief to tenants for the reporting of discounts related to rent payments, which are a
consequence of COVID 19, introducing practical measures in IFRS 16. As practical measure the tenant
may choose not to asses if a rent discount related to COVID 19 is change in the rent contract. The tenants
that make this choice reports all payments related to the rent after the rent discount, in the same way this
change would have been in the application of IFRS 16, should no change in the rent contract was made.
The practical measures apply only to the rent discounts resulting from COVID 19 pandemic and only if the
below listed conditions are met:
a) The change in rent payments leads to change in the rent contract as the amended remuneration does
not exceed the rent remuneration immediately before the change;
Page 13 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
b) Any discount of rent payments concerns only the payments which were initially due on or before
30 June 2021 (for example a rent discount meets this requirement if it generates lower rent
payments on or before 30 June 2021 as well as higher rent payments after 30 June 2021); and
c) The remaining terms of the rent contract do not change substantially.
In March 2021 IASC issued Amendments to IFRS 16 - COVID 19 – discounts related to rents after 30 June
2021, which allow the rent reliefs to be applied to rent payments initially due on or before 30 June 2022.
The amendments do not affect the Company as it does not use and rent discounts related to rent payments
as a result of COVID 19.
2.2.2. Standards and interpretations issues by International Accounting Standards Committee (IASC)
and adopted by the EU Commission, which are still not applicable
Standard or interpretation, date of
amendment and enforcement
Name of the standard or interpretation Date of adoption by EU
Commission
Amendments to IFRS 3, IAS 16 и IAS 37, Annual improvements 2018-2020
issued on 14 May 2020, applicable to
annual financial periods starting at or after
1 January 2022
28 June 2021
IFRS 17 issued on 18 May 2017, including Insurance contracts
amendments to IFRS 17 issued on 25 June
19 November 2021
2020, applicable to annual financial
periods starting at or after 1 January 2023
The Company did not apply the above-mentioned standards, which are adopted by the EU but still are not
in force.
The management of the Company expects that the application of the above-mentioned contracts will not
have significant effect on the individual financial statements of the Company for future periods.
2.2.3. Standards and clarifications issued by IASC awaiting adoption by the EU Commission
Standard or clarification, date of
amendment and enforcement
Name of the standard or clarification
Adoption status by EU
Commission
Amendments to IAS
23 January 2020 and 15 July 2020, in effect non-current and classification of assets adoption
for annual financial periods starting at or as current and non-current
1
issued on Classification of liabilities as current or Waiting for a date of
–
after 1 January 2023
postponement of enforcement date
Amendments to IAS
1
issued on Financial statements presentation and Waiting for a date for
12 February 2021, in effect for annual disclosure of accounting policies
financial periods starting at or after
1 January 2023
adoption
Amendments to IAS
8
issued on Accounting policies, Amendments in Waiting for a date for
12 February 2021, in effect for annual the accounting assessments and adoption
Page 14 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
financial periods starting at or after mistakes: Definition of accounting
1 January 2023
assessments
Amendments to IAS 12, issued on 7 May Corporate profit tax: Deferred tax Waiting for a date for
2021, in effect for annual financial periods related to assets and liabilities arising adoption
starting at on after 1 January 2023
from one deal
IFRS 17 issued on 9 December 2021, in Insurance contracts: Initial application Submitted for adoption by
effect for annual financial periods starting of IFRS 17 and IFRS 9 – Comparable the Commission, expected
at or after 1 January 2023
data
to be adopted during the
first quarter of 2022
2.3. Accounting principles
The individual financial statements of the Company have been prepared in accordance with the going
concern principle. The latter assumes that the Company will continue to exist in the foreseeable future.
During the last reporting period the COVID-19 pandemic did not cause any negative effect on the business
activities of Allterco and its subsidiaries.
The Management has no plans or intentions to sell the business or discontinue the operations, which could
significantly change the book value or classification of the assets and liabilities recognized in the financial
statements.
The valuation of assets and liabilities and the measurement of income and expenses are carried out in
compliance with the principle of historical cost. This principle has been modified in certain cases by
revaluing certain assets and / or liabilities to their fair value at December 31 of the current or previous year,
as set out below.
2.4. Subsidiaries. Consolidation.
A subsidiary is a company that is controlled by the parent company. Control is the power to govern the
financial and operating policies of a subsidiary so as to obtain benefits from its activities. As of December
31, 2021 the Company has three subsidiaries registered in Bulgaria, 2 subsidiaries abroad and 1 associated
company abroad. In these individual financial statements, investments in subsidiaries are reported at
acquisition cost and these statements do not constitute consolidated financial statements within the meaning
of IFRS 10 Consolidated Financial Statements.
In order to gain a complete picture of the financial position, results of operations, and changes in the
Page 15 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
financial position of the group as a whole, users of these individual financial statements need to read it
together with the consolidated financial statements of the company for the period ending on December 31,
2021. The company prepares consolidated financial statements, which according to regulatory requirements
in Bulgaria are presented after the individual financial statements are approved.
2.5. Functional and reporting currency
Functional currency is the currency of the main economic environment in which a company operates and
in which most of its revenues and costs are incurred. The functional currency reflects the main deals, events
and term significant for the company.
The Company reports the transactions in the accounting and prepares its financial statements in the national
currency of the Republic of Bulgaria - the Bulgarian lev, adopted by the Company as a functional currency.
The present individual financial statements are prepared in thousand BGN, unless something different is
stated. Income per share is presented in BGN.
2.6. Foreign currency
The transactions in foreign currencies are booked initially as the amount in foreign currency is translated
in reporting currency by applying the currency fixing of Bulgarian National Bank as of the date of the
transaction. Currency exchange differences that arise at settlement of foreign currency open positions or at
time of reporting such positions when the currency exchange rate is different than the initial exchange rate
reported in the profit, loss or other comprehensive income for the respective period. The cash positions in
foreign currencies as of 31 December 2020 and 2021 are evaluated in the current financial statements at the
closing exchange rate of Bulgarian National Bank.
2.7. Use of estimates and judgements
The application of IAS stipulates that management of the Company should use some accounting
assumptions and estimates in the process of preparing financial statements in order to the value of some
assets, liabilities, revenues, costs and of balance sheet assets and liabilities. This is done on the basis on
best judgment by management based on historic experience and analysis of all relevant factors as of the
date of preparing the financial statements. Actual values may differ from the management estimates
Page 16 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
presented in the financial statements.
2.8. Comparative data
Bulgarian accounting legislation stipulates that the financial year ends on December 31 and all companies
are obliged to prepare and present financial statements as of this date together with comparative data for
the same period of previous year. If necessary, the comparative data for the previous year is amended in
order to achieve better comparability between the two periods.
3. Definition and determination of the elements of the financial report
3.1. Property, plant and equipment
Property, plant and equipment (non-current tangible assets), except for land, are presented in the financial
statements at acquisition price (cost) less the accumulated depreciation and eventual impairment losses.
Initial acquisition
Upon their initial acquisition, the properties, plant and equipment are valued at acquisition price (cost),
which includes the purchase price, incl. customs duties and any direct costs necessary to bring the asset to
working condition. The direct costs are: costs for site preparation, costs for initial delivery and processing,
installation costs, costs for fees of persons related to the project, non-refundable taxes, etc.
The Company has set a value threshold of BGN 700, below which the acquired assets, regardless of the
fact that they have the characteristics of a non-current asset, are treated as a current expense at the time of
their acquisition.
Subsequent expenses
The expenses for repair and maintenance are recognized as current expense in the period in which they
are incurred. Subsequent expenses related to property, plant and equipment, which have the
characteristics of replacement of some key parts or reconstruction and that meet the criteria for
recognition as a long-term asset are capitalized increasing the book value if the corresponding asset. Also,
the remaining useful life of the asset is reassessed at the time of capitalization. At the same time, the
undepreciated part of the substituted parts is written off from the book value of the assets and is
recognized as current expense for the period.
Page 17 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Depreciation of property, plant, equipment and intangible assets
The depreciation of properties, plant, equipment and intangible assets is calculated using the straight-line
method. The depreciation periods are determined by the management of the Company based on estimated
useful life of assets.
No depreciation is recognized on land, fully depreciated assets and assets that are in process of acquisition
as well as on assets held for sale in accordance with IFRS 5 Non-current assets held for sale and
discontinued operations.
The following depreciation rates are applied by asset groups:
2021
4
2020
4
Vehicles
Computers, peripherals and software
Office equipment
Other
2
2
5 - 6.67
6.67
6.67
5 – 6.67
6.67
6.67
Intangible assets
3.2. Impairment of properties, plant, equipment and intangible assets
At the end of each year a review of the book value is made on all long-term assets that are not reported at
fair value in order to determine if there are evidences of impairment. If such evidences exist the Company
estimates the recoverable amount of each asset and determines the resulting loss from impairment.
When is impossible to calculate the recoverable value of an asset the Company estimates the recoverable
value of the cash generation object of which the asset is part. If the so calculated recoverable value of the
asset (that generates cash flows) is lower than its book value, the book value is decreased to the level of
recoverable amount of the asset (that generates cash flows). The loss from impairment is recognized in the
statement of comprehensive income in the year of occurrence.
In case the loss of impairment is subsequently recovered the book value of the asset (that generates cash
flows) is increased up to the revalued recoverable amount but not higher than the value of the asset if no
impairment was recognized.
Recovered impairment loss is recognized as a revenue in the statement of comprehensive income in the
Page 18 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
year when it the recovery was incurred, unless the revaluation of corresponding asset is reported in the
revaluation reserve. In this case the revaluation reserve is amended.
3.3. Investments in subsidiaries and associated companies
The long-term investments in shares of daughter and associated companies are presented in the individual
financial statements at acquisition cost, which is the fair value of amount paid, including direct costs
incurred for the acquisition of the investment, less the accumulated impairment.
The investments in daughter and associated companies are subject to annual assessment for impairment. In
case there are evidences for impairment it is recognized in the statements of comprehensive income. In case
of sale or purchase of investments in daughter or associated companies the effective date of the deal is the
date of closing.
The investments are written off when the rights associated with them are transferred to another party when
the legal requirements for such transfer are met and the control over the investments is lost. The profit (loss)
from the sale of investments is reported as part of financial income or financial expenses in the statement
of comprehensive income for the year.
3.4. Other long-term capital investments
Other long-term financial investments are non-derivative financial assets in the form of shares and stakes
of other companies (minority interest) held with a long-term perspective.
Initial evaluation
Initially, equity investments are recognized at acquisition price, which is the fair value of the consideration
paid, including direct expenses of the investment acquisition (the financial asset). All purchases and sales
of equity investments are recognized on the “settlement date” of the transaction.
Subsequent evaluation
The capital investments held by the company are subsequently measured at fair value. The effects of the
subsequent measurement to fair value are presented in the statement of comprehensive income (in other
components of comprehensive income) and respectively in the reserve related to financial assets at fair
value, through the other comprehensive income. These effects are transferred to retained earnings on the
Page 19 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
disposal (sale) of the respective investment.
3.5. Non-current assets held for sale
Non-current assets are classified as held for sale if their book value will be recovered through sale rather
than through continuing use in the Company's operations. This condition is considered to exist only when
the sale is highly secure and the relevant non-current assets are available for immediate sale in their present
condition.
Non-current assets classified as held for sale are measured at the lower value between the fair value and the
book value less the costs to sell.
3.6. Financial instruments
A financial instrument is any contract that gives rise to both a financial asset in one enterprise and a financial
liability or equity instrument in another enterprise. Financial assets and liabilities are recognized in the
statement of financial position when the company becomes a party to the contractual provisions of the
financial instrument that gave rise to the asset or liability. Financial assets are derecognized from the
statement of financial position after the contractual rights to receive cash flows have expired or the assets
have been transferred and their transfer meets the derecognition requirements in accordance with IFRS 9
Financial Instruments.
Financial liabilities are written off from the statement of financial position when and only when they are
repaid - i.e., the obligation specified in the contract has been canceled, annulled or its term has expired.
The activity of the company does not presuppose the existence of various financial instruments. The main
financial instruments included in the statement of financial position of the company are presented below.
Trade and other receivables
Trade receivables are amounts owed by customers for goods and services sold in the ordinary course of
business. They are usually due for short-term settlement and are therefore classified as current. Trade
receivables are initially recognized in the amount of unconditional remuneration due, unless they contain
significant financing components.
The Company holds trade receivables for the purpose of collecting contractual cash flows and therefore
Page 20 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
measures them at depreciated cost using the effective interest method. Discounting is not performed when
its effect is insignificant.
As of the date of preparation of the financial statements, the company assesses whether there is objective
evidence of impairment of trade receivables that are individually significant. An impairment loss is
recognized whenever there is objective evidence that the company will not be able to collect all amounts
due according to the original terms of the receivable.
The amount of impairment is the difference between the book value and the recoverable amount. The latter
represents the present value of the expected cash flows, discounted with the effective interest rate. The
amount of impairment of trade receivables during the current period is reported as an expense. When a
receivable is expected to be collected within one year, it is reported as a current asset. In other cases,
receivables are reported as non-current assets.
Future cash flows designated for a group of financial assets that are collectively measured for impairment
are determined based on historical information about financial assets with credit risk characteristics similar
to those of the reviewed financial assets group. Assets that are individually impaired are not included in an
impairment group.
The Company uses a simplified approach in accounting the impairment of trade and other receivables and
recognizes an impairment loss as expected credit losses for the entire term. They represent the expected
shortfall in contractual cash flows, given the possibility of default at any time during the term of the
financial instrument.
Significant financial difficulties of the debtor, probability of bankruptcy and liquidation, financial
restructuring or inability to repay the debt (more than 30 days) are considered as indicators that the trade
receivable should be impaired.
In estimating expected credit losses on trade receivables, the company uses a provision matrix as well as
its past experience with losses on trade receivables to estimate the expected credit losses for the entire term
of the financial assets.
The significant part of the contracts with clients and additional cash installments are with daughter
companies and because of this the Management assesses the possibility of occurrence of credit losses as
rather minimal.
Page 21 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Cash and cash equivalents
Cash and cash equivalents in BGN are valued at their nominal value, and cash in foreign currency - at the
closing exchange rate of the BNB at the end of each reporting period.
Cash for the purposes of compiling the statement of cash flows are monetary funds in cash and in bank
accounts.
Loan liabilities
Interest-bearing loans are initially recognized at fair value formed from the received cash receipts less the
costs to sell. After initial recognition, interest-bearing loans are measured at depreciated value, with any
difference between the original value and the maturity value being recognized in profit or loss for the period
of use of the loan based on the effective interest rate method. Received interest loans, at the occurrence of
which no expenses related to the transaction have been incurred, are not amortized. The received bank
overdrafts are treated in the same way, where the recipient has the right to repeatedly utilize or repay the
loan within the pre-agreed limit.
The financial expenses, including direct borrowing costs, are included in profit or loss using the effective
interest rate method, except for transaction costs on bank overdrafts, which are recognized in profit or loss
on a straight-line basis over the period, for which the overdraft is agreed.
Interest-bearing loans are classified as current when they are to be settled within twelve months of the end
of the reporting period.
Payables to suppliers, other current payables and advances received
Trade and other payables arise as a result of goods or services received. Short-term payables are not
depreciated.
Trade payables are recognized initially at fair value and subsequently at amortized cost using the effective
interest rate method.
3.7. Registered share capital
The registered capital of the company is presented at the nominal value of issued shares and it corresponds
to the value in the last court registration.
Page 22 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
3.8. Reserves
As reserves in the statement of financial position of the company are presented the accumulated financial
results from previous years, the reserves from premiums, related to the issue of shares, reserves from
investments reported at fair value though other comprehensive income, as well as statutory reserves
required by the Commercial Law and the Articles of the Company. The shareholders of the company may
dispose capital reserves after a decision of the General Meeting.
3.9. Lease
On the date of entry into force of the contract, the Company assesses whether the contract represents or
contains a lease. In particular, whether the contract transfers the right to control the use of the identified
asset for a certain period of time.
The company as a lessee
The Company applies a unified approach to the recognition and assessment of all leases, except for short-
term leases (i.e., leases with a lease term of up to 12 months) and leases of low-value assets. The Company
recognizes lease liabilities for the payment of lease installments and assets with the right of use, representing
the right to use the assets.
Assets with the right of use
The Company recognizes assets with a right of use from the date of the lease (i.e., the date on which the
main asset is available for use). Assets with the right of use are assessed at the acquisition price less the
accumulated depreciation and impairment losses and adjusted for any revaluation of lease obligations.
The acquisition price of the assets with the right of use includes the sum of the recognized lease obligations,
the initial direct costs incurred and the lease payments made on or before the start date of the lease, an
estimate of the costs to be incurred by the lessee in dismantling and relocating the asset, the restoration of
the site on which it is located or the restoration of the asset to the condition required under the terms of the
lease, reduced by any incentives received under the lease. The assets with the right of use are depreciated
on a straight-line basis over the lease term.
Page 23 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
If at the end of the lease term the ownership of the leased asset is transferred to the Company, or the
acquisition price reflects the exercise of a purchase option, the depreciation is calculated using the expected
useful life of the asset.
Lease liabilities
From the starting date of the lease, the Company recognizes lease liabilities measured at the present value
of the lease payments that will be made during the lease term. Lease payments include fixed installments
(including fixed payments on the merits) less any eligible lease incentives, variable lease payments that
depend on an index or interest rate, and amounts that are expected to be paid under guarantees for residual
value. Lease payments also include the price of exercise of a purchase option about which it is reasonably
certain that it will be exercised by Company, as well as penalties for termination of the lease if the lease
term reflects the Company's exercise of an option of termination.
Variable lease payments that do not depend on an index or interest rate are recognized as an expense 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 the intrinsic interest rate on loans at
the start date of the lease, as the interest rate set in the lease cannot be reliably determined. After the starting
date, the amount of the lease liabilities increases with the interest and decreases with the lease payments
made. In addition, the book value of leased liabilities is revalued if there is a modification, change in the
lease term, change in lease payments (for example, changes in future payments as a result of a change in
the index or interest rate used to determine those lease payments) or a change in the valuation of the option
to purchase the main asset.
Short - term leases and leases of low-value assets
The Company applies the exemption from recognition of short-term leases in respect of its short-term leases
of buildings (for example, leases with a lease term of 12 months or less from the starting date and which do
not contain a purchase option). The Company also applies the exemption from recognizing leases of low-
value assets to leases of office equipment that is considered to be of low value. Lease payments on short-
term leases and leases of low-value assets are stated as an expense on a straight-line basis over the term of
the lease.
Page 24 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
3.10. Liabilities to employees
Defined contribution plans
The government of the Republic of Bulgaria undertakes the liability to ensure pension payments on the
basis of defined contribution plans. The liability of the Company to pay the amounts booked under the
defined contribution plans for the employees is recognized the in statement of comprehensive income at
the time of occurrence of the liability.
Paid annual leave
The Company recognize as a liability undiscounted amount of estimated cost of annual paid leave, in
accordance with the Labor Code and its internal rules, which is expected to be paid to employees in return
to their labor for the past reporting period.
Defined income for retirement
In compliance with the Labor Code, when a labor contract of an employee that obtained the right for pension
is terminated, the Company pays a compensation at the amount of two gross monthly salaries, if the
employee worked for the Company less than 10 years, or six gross monthly salaries if the employee worked
for the Company more than 10 years. The Company estimates that the amount is not significant and
therefore it is not included in the financial report.
3.11. Recognition of revenue and expenses
Revenue form services and other revenue
Revenue from sales and operating costs are accrued at the time of their occurrence, regardless of the timing
of monetary receipts and payments. The reporting and recognition of income and expenses are applied in
compliance with the requirements for casual connection between them.
Revenue is measured at the fair value of the consideration received or receivable, less the amount of any
discounts granted.
The Company recognizes revenues when the amount of the revenue can be measured reliably, when it is
possible for the company to obtain future economic benefits and when it meets specific criteria for each
activity of the company specified here below.
The amounts collected on behalf of third parties, such as sales taxes, as value added tax is, are excluded
from revenue.
Page 25 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Revenue form services
Revenues from services (administrative or other) are recognized on a monthly basis in the month when the
services were performed.
Revenue form participations (Dividends)
Dividend income is recognized in the period when the Company become aware of the right to receive
dividend. The dividend income I s recognized as other revenue in the statement of comprehensive income.
The government donations or help which are received by the Company as a compensation for expenses
made are recognized in the profit or loss for the period during which the expenses were made.
The revenue from government donations, representing compensation for investment expenses for acquiring
assets, are recognizes in the current profit and loss for the whole period of useful life of the assets, which
usually is equal to the amortization period of each asset.
The profit (loss) from sales of plant, machinery, equipment and intangible assets is recognized as other
revenue (expenses).
When assets are exchanged the Company recognizes revenue (expenses) from the transaction at the amount
equal to the difference between the fair value of the assets received and book value of asset exchanged.
When economic benefits are expected to be spread over several financial periods and their relation to the
revenues could be determined only in general or indirectly, the expenses are recognizing in the profit and
loss on the basis of procedures for systematic and rational distribution.
Financial income and expenses
The expenses related to a loan, which can be linked to an asset for which the process of acquisition,
construction or production, before it is ready for the intended use, takes a significant amount of time, should
be capitalized as part of this asset.
All other financial income and expenses are reported in the profit or loss for all instruments held at
amortization value though use of the effective interest rate method.
The effective interest rate method is a method of calculating of the amortized value of a financial assets or
liability in order to distribute the interest income or expenses over the respective period of time. The
effective interest rate is the rate that is used for discounting the expected future cash income or expense
Page 26 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
throughout the expected useful life of the financial instrument, or in certain cases for a shorter period of
time, to the net book value of the financial assets or liability. When calculating the effective interest rate,
the Company assess the cash flows by considering all contractual terms of the financial instrument but
without including any potential future losses or impairments. The calculation includes taxes, transaction
costs, premiums or discounts paid or received by the contractual parties, which are inseparable part of the
effective interest rate.
Expenses
The expenses in the Company are recognized at the moment of their occurrence and on the basis of the
principles of accrual and comparability. Expenses are recognized when there is a decrease in future
economic benefits associated with a decrease in an asset or an increase in a liability that can be measured
reliably. Recognition of expenses for the current period is performed when their corresponding income is
accrued. An expense is recognized immediately in the income statement when the expense does not create
a future economic benefit or when and to the extent that the future economic benefit does not meet the
requirements or ceases to meet the requirements for recognition of an asset in the balance sheet. Expenses
are reported on the principle of current accrual and comparability with the reported revenues. They are
measured at the fair value of the remuneration paid or payable.
3.12. Income tax expenses
Income tax expense represents the sum of the current income taxes and the tax effect on temporary tax
differences. Current income tax is determined on the basis of the taxable profit for the period, applying the
tax rate according to the tax legislation as of the date of the financial statements. Deferred tax assets and /
or liabilities are the amounts of recoverable and payable income taxes for future periods in respect of
deductible and taxable temporary tax differences.
Temporary tax differences are established by comparing the book value of an asset or liability presented in
the Statement of financial position with its tax base when applying the tax rules.
Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are
calculated and recognized for all taxable temporary differences, while deferred tax assets are recognized
only if it is probable that they will be recovered and if the company will be able to generate sufficient profit
in the future from which they to be deducted.
Page 27 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
The effect of recognizing the deferred tax assets and / or liabilities is reflected where the effect of the event
that gave rise to them is presented.
For events that affect the statement of profit or loss and other comprehensive income, the effect of deferred
tax assets and liabilities is also recognized in the statement of comprehensive income.
For events that are initially reported in equity (revaluation reserve) and deferred tax assets and liabilities
are recognized at the expense of equity.
In the Statement of financial position, deferred tax assets and / or liabilities are presented as compensation,
as they are subject to a single taxation regime.
According to the Bulgarian tax legislation, the company pays corporate profit tax, which is set at 10% of
the taxable profit for the respective year. The corporate tax rate for 2021 remained at 10%.
3.13. Judgments that are crucial in applying the accounting policy of the Company. Key high
uncertainty estimates and assumptions.
In the process of applying the accounting policy, the management of the Company makes judgments that
have a significant effect on these financial statements. Such judgments are by definition rarely equal to
actual results.
As a result, they are subject to constant review and updating and summarize historical experience and other
factors, including expectations of future events that management believes are reasonable in the current
circumstances.
The estimates and assumptions that carry a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are set out below.
3.13.1. Impairment of investments in subsidiaries
The Management analyzes and evaluates the existence of indicators for impairment of its investments in
subsidiaries. The main indicators of impairment are: significant reduction of the volume or cessation of the
activity of the Company in which the investment is made; reporting losses for a longer period of time, as
well as reporting negative net assets or assets below the registered share capital.
Management's tests and judgments for impairment of investments are made through the prism of its plans
Page 28 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
and intentions regarding the future economic benefits that are expected to be received by the subsidiaries,
incl. trade and production experience, securing positions in foreign markets, expectations for future sales,
etc.
For this purpose, variants of forecasts are developed, which take into account the various assumptions about
risks, uncertainties and probabilities for the future realization of cash flows and income from these
investments. Each of the options is carefully analyzed by the management and the results are weighed when
calculating the recoverable amount of the respective investment.
3.13.2. Employees income on retirement
The liability for employee’s income on retirement is determined by actuarial valuation. This assessment
requires assumptions to be made about the discount rate, future wage growth, staff turnover and mortality
rates. Due to the long-term nature of employee’s income on retirement, these assumptions are subject to
significant uncertainty.
As of the end of reporting period no such assessment is made because most of the employees of the
Company are far from retirement age.
3.13.3. Useful life of property, plant and equipment and intangible assets
The financial reporting of property, plant and equipment and intangible assets includes the use of estimates
of their expected useful lives and carrying amounts, which are based on judgments by the management of
the Company.
3.13.4. Impairment of receivables
The Management estimates the amount and period of expected future cash flows related to receivables
based on experience and considering current circumstances. Due to the inherent uncertainty of this estimate,
actual results may differ from those expected. The management of the Company reviews the estimates from
previous years and compares them with the actual results.
3.13.5. Lease
Determining the term of the lease for contracts with options for renewal and termination - the Company as
a lessee
The Company defines the lease term as the irrevocable lease term, together with any periods covered by
the option to extend it, if it is reasonably certain that the option will be exercised, or any periods covered
Page 29 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
by the option of termination of the lease if it is reasonably certain that the option will not be exercised.
3.14. Determination of fair values
Some of the Company's accounting policies and disclosures require a fair value measurement of financial
and non-financial assets and liabilities.
When measuring the fair value of an asset or liability, the company uses observable data as far as possible.
Fair values are categorized at different levels in the fair value hierarchy based on the inputs to the valuation
techniques as follows:
• Level 1: quoted prices (unadjusted) in active markets for similar assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that, directly (i.e., as prices) or
indirectly (i.e., derived from prices), are available for monitoring for the asset or liability.
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
input data).
If the inputs used to measure the fair value of an asset or liability can be categorized at different levels of
the fair value hierarchy, then the fair value measurement is categorized in its entirety at that level of the fair
value hierarchy whose input information is relevant to the overall assessment.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting
period in which the change occurs.
More information on the assumptions made in measuring fair values is included in the relevant notes.
3.15. Income per share
Basic incomes per share are calculated by dividing the net profit or loss for the period to be distributed
among the shareholders holding ordinary shares by the weighted average number of ordinary shares held
for the period.
The weighted average number of shares represents the number of ordinary shares held at the beginning of
the period, adjusted by the number of repurchased ordinary shares and the number of newly issued shares
during the period multiplied by the average time factor. This factor expresses the number of days during
Page 30 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
which the specific shares were held, compared to the total number of days during the period.
The Company has increased its capital to 17 999 999 shares during 2020. The decision for the capital
increase is announced on 13.11.2020 by the Trade Registar, which makes the weighted-average number of
shares for 2020: 15 361 664 shares
Income on impaired shares is not calculated as no impaired shares have been issued.
Page 31 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
NOTES TO THE FINANCIAL STATEMENTS
4. Notes to the Statement of financial position
4.01. Property, plant and equipment
Computer
equipment
Office
equipment
Vehicles
Others
Total
January 01, 2020
Acquisition value
Depreciation
6
(1)
5
5
(5)
-
1
-
1
57
(57)
69
(63)
6
Book value
-
-
Depreciation for the period
December 31, 2020
Acquisition value
Depreciation
(1)
-
(1)
(2)
6
(2)
4
5
(5)
-
1
(1)
-
57
(57)
-
69
(65)
4
Book value
January 01, 2021
Acquisition value
Depreciation
6
(2)
5
(5)
1
(1)
57
(57)
69
(65)
Book value
Written of during the period
Depreciation for the period
Changes in depreciation
December 31, 2021
Acquisition value
Depreciation
(6)
(1)
(3)
-
-
-
-
-
-
-
-
-
(6)
(1)
(3)
-
-
-
5
(5)
-
1
(1)
-
57
(57)
-
63
(63)
-
Book value
4.02. Intangible assets
Intellectual property rights
January 01, 2020
Acquisition value
Depreciation
Book value
4
(2)
2
Depreciation for the period
December 31, 2020
Acquisition value
Depreciation
-
4
(2)
2
Book value
January 01, 2021
Acquisition value
Depreciation
4
(2)
2
Book value
Page 32 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Acquisitions during the period
Depreciation for the period
December 31, 2021
Acquisition value
5
(2)
9
(4)
5
Depreciation
Book value
4.03. Investment in subsidiaries
Ownership
%
31 December Ownership
31 December
2020
Company
2021
%
BGN’000
BGN’000
Allterco Trading Ltd., Bulgaria
Allterco Robotics Ltd., Bulgaria
Allterco Properties Ltd., Bulgaria
Allterco Robotics Inc., USA
Allterco Europe GMBH, Germany
Total
100
100
100
100
100
1
1 500
5 405
52
978
7 936
67
100
100
100
-
1
1 500
5 405
52
-
6 958
4.04. Investments in associated companies
During 2021 Allterco JSCo has participated in the establishment of a new company in China named
Allterco Asia Ltd. with a seat at Shenzhen. The registered capital of the new company is CNY 100 000
and the participation of Allterco JSCo is 30 % with an option to acquire additional up to 50% and reach a
controlling stake of 80%.
4.05. Other long-term capital investments
December 31,
2021
December 31,
2020
Ordinary registered shares - Link Mobility Group Holding
ASA, in the beginning of the period
Increase
6 566
3 053
Reserves from subsequent valuation of financial
instruments
-
4 849
Decrease
Expenses on operations with financial assets and
instruments
Effect from subsequent revaluation of financial assets
Ordinary registered shares - Link Mobility Group Holding
ASA, at the end of the period
(369)
(3 573)
2 624
(1 336)
6 566
Page 33 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.06.Other long-term receivables
In September 2021 the Company sold its investments in ALLTERCO PTE, Singapore, ALLTERCO SDN
Malaysia и ALLTERCO CO. LTD Thailand. In accordance with the requirements of IFRS 5 Non-current
assets held for sale and discontinued operations, as of 31 December 2020 in the individual financial
statements those assets were disclosed as assets that were subject to immediate sale (see also 4.13). The
terms of the contract stipulate that 50% if the agreed price, at the amount of 1 050 thousand EUR (2 054
thousand BGN) is payable in a period after 2021 (525 thousand EUR (1 027 thousand BGN) is due in 18
months after the date of the deal and the remaining 525 thousand EUR (1 027 thousand BGN) is due in 36
months after the date of the deal). For this reason, in the current individual financial statements the
receivable related to the sale of the mentioned subsidiaries which are due after 2022 are presented and long-
term receivables.
The management of the company assumes that all other long-term receivables are presented in the financial
individual statements as of 31 December 2021 at fair value.
4.07. Deferred tax assets
Deferred taxes arise as a result of temporary differences and can be presented as follows:
December 31,
December 31,
2021
16
2
2020
Tax effect from impairment of receivables
Tax effect from accruals for unused leave
Tax effect form impairment of investments and receivables
Total:
-
1
438
439
-
18
4.08. Receivables from related companies
Receivables from related persons are presented as follows:
December 31,
December 31,
2021
2020
Allterco PTE. Ltd., Singapore
Allterco SDN, Malaysia
-
-
38
24
Allterco Robotics Inc., USA
-
19
Allterco Co, Thailand
-
25
Allterco Properties EOOD (Solely-owned LLC)
Allterco Robotics EOOD (Solely-owned LLC), including
- Dividends
5
-
-
5
500
500
Page 34 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Allterco Trading OOD (Ltd.), including
- Funds provided for additional installments under Art. 134
of the CA and accrued interest
1 764
1 764
1 769
1 760
1 760
2 371
Total:
The receivables form related parties are in the following currencies:
December 31,
2021
December 31,
2020
By types of currency
in BGN
in EUR
5
1 764
1 769
505
1 866
2 371
Total:
The trade receivables of the company from related companies for 2021 and 2020, which is the comparative
period in the current individual financial statements, arise from the provision of services. The company
usually agrees with its subsidiaries on a 60 days payment period for services provided. The Management
assesses the collectability by analyzing the counterparty's exposure, repayment options and decides whether
to accrue impairment.
Pursuant to Article 134 of the provisions of the Commercial Act, clauses of the Articles of Association and
the articles of association in subsidiaries, as of December 21, 2021 Allterco JSCo has a receivable from a
subsidiary in relation with an additional cash contribution made in the amount of BGN 1 764 thousand. The
additional cash contribution provided is intended to help the development of the subsidiary. The additional
cash contribution is extended at 1% annual interest rate and a term of 1 year, due to which it is treated as
current receivable.
At the end of September 2021 Allterco sold its participations in Allterco PTE Singapore, Allterco SDN
Malaysia and Allterco Co. Thailand. Following the completion of the transaction receivables from those
subsidiaries at the total amount of 87 thousand BGN were written off.
The net book value of receivables from related companies is considered by the management as a reasonable
estimate of fair value.
All receivables of Allterco from related companies had been assessed for potential default events and no
impairments had been recognized.
Page 35 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.09. Trade receivables
December 31,
2021
December 31,
2020
Receivables from clients, including
Impairment of receivables
Receivables from clients, net
3 477
3055
(152)
3 325
3 325
-
-
Total trade receivables – current portion
3 055
December 31,
2021
December 31,
2020
By currency
In BGN
In EUR
423
2 902
3 325
-
3055
3 055
Total:
The movement of impairment of trade receivables for the year is as follows:
December 31,
December 31, 2020
2021
Impairment as of the beginning of the period
Recovered and written off impairment
Impairment for the period
-
-
-
-
-
-
152
152
Impairment as of the end of the period
The management recognized impairment of a receivable related to the sale of European telco business of
the Company, which was due in August 2021 and as of December 31, 2021 was not paid. The management
of the Company undertakes actions for collecting the due amount as per the terms of the share purchase
agreement, which is opening an arbitrage proceeding in front of International Arbitrage in Vienna. The
impairment recognized in 2021 is at the amount of 152 thousand BGN (5% of due amount).
Ageing analysis of trade receivables is presented below:
December 31,
2021
December 31,
2020
Current
423
-
3 054
-
3 055
Overdue up to 90 days
Overdue up to 180 days
Overdue up to 360 days
-
-
-
3 477
3 055
The management believes that the book value of trade receivables presented in the statement of financial
Page 36 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
position equals their fair value as of December 31, 2021 and 2020.
4.10. Other receivables
December 31,
December 31,
2021
2020
VAT receivable
Corporate tax
Receivables in litigation
Other
35
-
-
13
279
55
-
3
Total:
38
347
4.11. Cash and cash equivalents
December 31,
December 31,
2021
2020
CASH, including
6
6
Cash in BGN
Cash in foreign currency
1
5
2
4
CASH IN CURRENT BANK ACCOUNTS, including
Current bank account in BGN
Current bank account in foreign currency
Total:
16 428
11 228
5 200
16 434
14 606
12 977
1 629
14 612
December 31,
2021
December 31,
By currency
2020
12 979
-
in BGN
in USD
in EUR
Total:
11 229
3 055
2 150
1 633
16 434
14 612
The company's cash is in bank accounts with trade banks with a stable long-term rating. The Management
has assessed the expected credit losses on Cash and cash equivalents.
The estimated credit losses are insignificant compared to the gross value of the cash deposited with financial
institutions, therefore they are not recognized in the financial statements of the company as of December
31, 2021.
Page 37 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.12. Prepaid expenses
The prepaid expenses disclosed in the individual statement of financial position as of December 31, 2021
are related to a subscription to information channels used for the disclosure of information though Frankfurt
Stock Exchange.
4.13. Non-current assets classified as held for sale and assets included in disposal groups classified
as held for sale
In 2020 and previous periods the management of the company has decided to sell certain investments in
subsidiaries, with a total book value as of December 31, 2020 at the amount of BGN 3 906 thousand,
assuming that their value will be reimbursed through a sale transaction rather than through continued use.
In accordance with the requirements of IFRS 5 Non-current Assets Held for Sale, these assets are presented
in the individual financial statements as subject to direct sale as of December 31, 2020.
In September 2021, the Company has finalized a deal with Skylight Venture Capitals Pte Ltd., Singapore
for the sale of its 3 Asian subsidiaries at the following terms:
-
-
Purchase price: 2 100 thousand euro (4 107 thousand BGN);
Payment terms: i. 50 % - after signing the contracts and the Buyer provides a letter that the
Seller has fulfilled certain obligations; ii. 25 % - within 18 months since the date of signing
the contract; iii. 25 % - within 36 months since the date of signing the contract
Collateral: first priority pledge of the shares of the capital of ALLTERCO PTE (Singapore)
and ALLTERCO SND (Malaysia) in favor of ALLTERCO JSCo to secure the obligation
of Skylight Venture Capital Pte. Ltd. for the differed payment of 50 % of the purchase
price;
-
The book value of assets held for sale as of the end of reporting periods were as follows:
December 31,
December 31,
2020
Assets
2021
ALLTERCO PTE, Singapore
ALLTERCO SDN Malaysia
ALLTERCO CO. LTD Thailand
Total:
-
-
-
-
3 620
260
26
3 906
Page 38 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.14. Bank loans
December 31,
2021
December 31,
2020
Raiffeisen bank (Bulgaria) EAD, including.:
285
1 615
1 615
285
276
1 900
1 900
276
−
−
to one year
over one year
Total bank loans – non-current part:
Total bank loans – current part
The depreciable part of the bank loan is obtained under the following conditions:
Bank
Raiffeisen bank EAD
August 25, 2017
1 620 000
Date of the contract:
Contracted credit amount:
Original currency
EUR
Financing of up to 90% (VAT exclusive) of the final price
of all company shares, representing 100% of the capital of
the Solidary Debtor Allterco Properties EOOD, defined in
an Agreement concluded between the Borrower and JFC
Developments OOD for transfer of the company shares in
the Final Agreement.
Purpose
Repayment deadline
Collateral:
February 10, 2028
Mortgage of real estate, owned by Allterco Properties
EOOD, solidary debtor - Allterco Properties EOOD,
pledge of receivables from all bank accounts of Allterco
JSCo with the bank
4.15. Trade liabilities
December 31,
2021
December 31,
2020
Suppliers
147
10
December 31,
December 31,
By currency
2021
2020
in BGN
in EUR
Total:
47
100
147
10
-
10
Page 39 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.16. Payables to employees and social security liabilities
December 31,
December 31,
2021
2020
Liabilities for non-used leaves
Social security and health contributions
Social security contributions on non-used leaves
Total:
15
5
2
13
6
2
22
21
4.17. Tax liabilities
December 31,
December 31,
2021
2020
Personal income tax
Other taxes - entertainment expenses and tax under Art. 204
Total:
3
1
3
2
4
5
4.18. Other liabilities
December 31,
2021
December 31,
2020
Liabilities for participations, including
- to one year
665
675
Total
665
675
4.19. Registered capital
Allterco JSCo was registered in 2010. The registered capital of the Company as of December 31, 2021
amounts to BGN 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred ninety-
nine) and is distributed in 17,999,999 (seventeen million nine hundred ninety-nine thousand nine hundred
ninety-nine) ordinary registered shares with par value of BGN 1 each. The registered capital is fully paid
in four installments:
The first issue was made upon the establishment of the Company in the form of a non-monetary contribution
in the amount of BGN 50,000 by Dimitar Stoyanov Dimitrov and Svetlin Iliev Todorov.
In 2010 a second non-monetary contribution was made in the amount of BGN 5,438,000 by Dimitar
Stoyanov Dimitrov and Svetlin Iliev Todorov. The subject of the non-monetary contribution was shares
from the capital of Tera Communications AD.
At the end of 2015, a new issue of 8,012,000 (eight million and twelve thousand) ordinary registered voting
Page 40 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
shares was issued, with a nominal value of BGN 1 (one) each.
At the end of 2016 the capital of ALLTERCO JSCo was increased with a new issue in the amount of
1,500,000 (one million and five hundred thousand) shares on the basis of a successful initial public offering,
according to the Prospectus for public offering of shares, approved by the Financial Supervision
Commission with Decision № 487 – Е of 08.07.2016 entered in the Commercial Register under
No.20161108100414 of 08.11.2016.
In 2020 the capital of the Company was increased by cash contributions in the total amount of 2,999,999
(two million nine hundred ninety-nine thousand nine hundred and ninety-nine) against 2,999,999 (two
million nine hundred ninety-nine thousand nine hundred and ninety-nine) subscribed and paid
dematerialized ordinary registered voting shares with a nominal value of BGN 1 as a result of a procedure
for Public Offering of a new issue of shares. The public offering of shares from the capital increase of
Allterco JSCo was carried out in the period September 28, 2020 – October 30, 2020 on the basis of a
Prospectus, together with the supplements to it, confirmed by the Financial Supervision Commission with
Decision № 148- F of February 18, 2020, Decision № 405-E of June 11, 2020, Decision № 601-E of August
13, 2020 and Decision № 791-E of October 29, 2020.
As of December 31, 2021 the shareholders in the company are:
Name/business name
Number of shares:
% in the capital
Svetlin Todorov
Dimitar Todorov
5 847 120
5 847 120
32.48%
32.48%
Persons possessing 5% of the capital
Other physical persons and legal entities
Total
6 305 759
17 999 999
35.04%
100.00%
4.20. Retained earnings
December 31,
2021
December 31,
2020
1. Initial balance
5 322
3 270
240
(3 600)
3 442
2 330
-
(450)
5 322
3. Profit for the reporting period
4. Reclassified other comprehensive income
5. Distribution of dividends
6. Retained earnings
5 232
Page 41 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
4.21. Reserves
December 31,
2021
December 31,
2020
1500
-
Initial balance of general reserves - Reserve Fund
Transfer of reserve from share premium reserves
Closing balance of general reserves – Reserve Fund
1 500
300
1 800
1 500
4.22. Share premium reserve
As of December 31, 2021 the reserves from issue of shares of the company amounts to BGN 5 403 thousand.
It is formed as a difference between the issue price and the nominal value of shares issued in 2020 at the
amount of BGN 6 000 thousand reduced by the issue costs which amounted to BGN 297 thousand and by
BGN 300 thousand that were transferred to Reserve Fund by a decision of General meeting of shareholders
held on June 28, 2021.
4.23. Other comprehensive income
December 31,
2021
December 31,
2020
Opening balance
4 849
-
Reserves transferred to retained earnings
(240)
-
Reserve related to long term financial assets reported at fair
value
(3 573)
4849
Closing balance
1 036
4 849
The reserves related to long term financial assets were decreased with BGN 3 573 thousand representing
the effect of revaluation of the long-term financial assets at fair value and with BGN 240 thousand due to
transfer of reserves to retained earnings after part of the financial assets were sold during the period.
5. Notes to the Statement of comprehensive income
5.01. Other operating income
2021
5 000
67
2020
-
136
35
Revenue from participations – dividend
Foreign exchange rate gains
Interest
Rents
26
-
3
Other
22
12
Total:
5 115
186
Page 42 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
5.02. Administrative expenses
2021
2
2020
1
Material expenses
External services, incl.
853
669
319
257
Advisory, legal, accounting and auditing services
Membership fee, Communications Regulation Commission,
Competition Protection Commission, Consumer Protection
Commission, Financial Control Commission, etc.
Civil contracts
91
9
33
30
18
8
23
-
12
-
Internet infrastructure maintenance
Vehicle rent and maintenance
Advertising
Communication expenses
Other
-
4
3
1
17
2
338
40
525
14
480
8
Depreciation expenses
Salary expenses
389
40
252
87
152
-
Social security expenses
Other expenses, incl.
Written off receivables
Impairment of receivables and investments
Representative expenses
Other
13
1 539
23
1 225
Total:
The agreed remuneration for the independent financial audit of the Company for 2021 amounts to BGN
11 thousand. During the year the auditors of the Company did not provide tax advice or other services not
related to the annual audit. This disclosure is made in compliance with the requirements of Art. 30 from
the Accountancy Act.
As of December 31, 2021 the Company has written off receivables from its former Asian subsidiaries at
the total amount of BGN 87 thousand. Also, the managements of the Company have recognized a 5%
(BGN 153 thousand) impairment of a receivable related to the sales of its European telco business, which
was due in August 2021 and as of the date of the report it is still unpaid. The management of the
Company initiated legal actions in accordance with the provisions of the share purchase agreements,
which is initiation of an arbitration proceeding at Vienna International Arbitrage.
Page 43 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
5.03. Other expenses
2021
2020
Bank fees
25
13
5.04. Financial income
2021
2020
Income from sale of financial assets, including:
Sales price
Book value of assets soled
Expenses related to the sale of financial assets
Total:
4 526
(4 276)
-
4 949
(1 336)
(167)
250
3 446
During 2021 the Company sold its participations in 3 daughter companies (see 4.13 above) as well as part
of its long-term financial investments. The result of both transactions was profit at the amount of 250
thousand BGN.
5.05. Financial expenses
2021
2020
Interest expense on bank loans
Bank fees on cash balances
FX related expenses
61
45
2
79
20
4
Total Financial expenses
108
103
5.06. Corporate profit tax income (expense)
The breakdown of corporate profit tax income(expense) as of December 31, 2021 is as follows:
Year ending on
December 31,
2021
Year ending on
December 31,
2020
Accounting profit before tax
3 691
(369)
(52)
2 284
(228)
274
Corporate tax expense at applicable tax rate
Effect from permanent differences
Corporate tax income/(expense)
(421)
46
Corporate profit tax income (expense) as of December 31, 2020 consists of the following components:
Page 44 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Year ending on
December 31,
2021
Year ending on
December 31,
2020
Current corporate profit tax
Effect from recognized deferred tax differences, net
Corporate profit tax income(expense)
-
(421)
(421)
2
48
46
6. Transactions with related parties
During the year the company has carried out transactions with the following related companies:
Company
Allterco Trading OOD
Allterco Properties EOOD
Relationship
Subsidiary
Subsidiary
During the period the Company has carried out transactions with related companies, the data for which are
presented below:
2021
2020
Deliveries form related entities, including:
Delivery of services from:
·
Allterco Properties EOOD
17
18
Total:
17
18
2021
2020
Interest revenue, including:
Interest from received additional cash contribution from
Allterco Properties EOOD
-
17
Interest from received additional cash contribution from
Allterco Trading EOOD
18
18
Total:
18
35
The outstanding amount related to the additional cash contributions extended by the Company are disclosed
in note 4.08, and the remuneration paid to the members of the Board of Directors is disclosed in note 8.
Page 45 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
7. Contingent liabilities and commitments
The contingent liabilities and commitments for the reporting period include:
COLLATER
AL provided
by the
Solidary debtor
/ Guarantor
Amount /
Limit
Financial
conditions
Contract
Annex
Creditor Debtor
Term
borrower
Mortgage on
real estate
owned by
Allterco
Properties
EOOD;
Pledge of
receivables on
bank accounts
of the
Fixed interest
rate for the
whole period
3% per year;
Management
fee
Investment
credit
August 25,
2017
Annex
No.1
October
31, 2018
Raiffeise
n bank
Bulgaria
EAD
Allterco Allterco
1 620 000
Feb 10, 2028
JSCo
Properties EOOD EUR
- solidary
company in
the bank.
Pledge under
the law for
financial
security
contracts;
One-month
EURIBOR,
increased by
2.5 percentage
points, but not
less than
2.5%;
management
fee;
Annex
Raiffeise Allterco
Overdraft
September
30, 2019
Pledge of
receivables on
accounts;
No.1 of
August
28, 2020
n bank
Bulgaria
EAD
Robotic Allterco JSCo -
s
EOOD
1 000 000
EUR
September 29,
2022
guarantor
commitment
fee;
commission
for issuing
guarantees;
In relation with the finalized in 2019 deal with Link Mobility Group AS for sale of 5 subsidiaries, in July
2020 the Buyer made a claim to the Company. Currently the claim is not raised in accordance with the
provisions of the contract neither is brought to arbitrage or court proceeding. The opinion of the
management is that even the claim is made official through a court or arbitrage it will be rejected. Therefore,
no provision expense is recognized in the financial statements.
On its side, during the reporting period, Allterco initiated a process for collecting the due final payment by
the buyer -Link Mobility Group SA, in accordance with the provisions of the share purchase agreement,
which is a proceeding in the International Arbitrage of Vienna (see also point 5.02 above).
Page 46 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
8. Key management staff
The members of the Board of Directors as of December 31, 2021 are as follows:
1. Dimitar Stoyanov Dimitrov
2. Svetlin Iliev Todorov
3. Nikolay Angelov Martinov
Executive director of the Company is Dimitar Stoyanov Dimitrov.
The members of the Board of Directors have received remuneration that was withing the limits set by the
Remuneration policy that was approved by the General meeting of shareholders. The total gross amount of
remuneration paid to the members of Board of Directors for 2021 was BGN 130 thousand. During the
reporting period the members of the Board of Directors have not received bonuses or any other benefits
from the Company.
9. Financial instruments by categories
Structure of the financial assets and liabilities by categories:
December 31, 2021
December 31, 2020
Financial
assets
reported
at fair
value
through
other
Financial
assets
reported at
fair value
through
other
comprehens
ive income
Financial
assets
reported
at fair
Financial
assets
reported
at fair
Financial
Financial
assets
Cash reported at
depreciate
assets
reported at
depreciated
value
Total
Cash
Total
value
value
through
profit or
loss
through
profit or
loss
d value
comprehe
nsive
income
Financial assets according to the Statement of financial position
Cash
equivalents
and
cash
16 434
-
-
-
16 434
14 612
-
-
-
14 612
Long
receivables
term
trade
-
-
-
2 054
-
-
-
-
-
2 054
-
-
-
-
-
55
-
-
-
-
-
-
-
55
Other receivables
-
-
Other long - term capital
investments
2 624
2 624
6 566
6566
Non-current assets held
for sale
-
-
-
-
-
-
-
-
3 906
3906
Receivables from related
companies
-
-
1 769
3 325
7 148
-
-
-
-
-
1 769
3 325
-
-
2 371
3 055
5 481
-
-
-
-
2371
3 055
Trade receivables
TOTAL FINANCIAL
ASSETS
16 434
2 624
26 206
14 612
6 566
3 906
30 565
Page 47 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
December 31, 2021
December 31, 2020
Financial
Financial
Financial
Financial
liabilities
reported at a
specific value
(aggregate
category)
Financial
liabilities
reported at
depreciated
value
assets
reported at
fair value
through
profit or
loss
Financial
liabilities
reported at
depreciated
value
assets
reported at
fair value
through
profit or
loss
liabilities
reported at a
specific value
(aggregate
Total
Total
category)
Financial liabilities according to the Statement of financial position
Bank loans
1 900
174
-
-
-
-
1 900
174
2 176
10
-
-
-
-
2 176
10
Trade liabilities
Other liabilities
665
-
-
665
675
-
-
675
TOTAL FINANCIAL
LIABILITIES
2 739
-
-
2 739
2 861
-
-
2 861
The fair value of the bank loan that the company is using, is determined based on the interest rate that the
Company expects to receive at the reporting date. The management of the Company believes that these
interest rates do not differ significantly from those in force at the time of concluding the loan agreement.
The company has no practice of working with derivative instruments.
10. Financial risk management
The Company's activities are exposed to a number of risks related to objective conditions such as market
unpredictability, general economic trends, changes in exchange rates.
To minimize the potential negative effects, the Company has adopted policies for overall risk management
and assessment and establishing procedures for addressing the identified risks. The overall risk management
is focused on forecasting the results of certain areas of the markets where the Company operates in order
to minimize the potential negative effects that could affect the financial results. Financial risks are currently
identified, measured and monitored using various control mechanisms to adequately assess market
conditions and their effects on Company’s and to maintaining enough liquid funds and to avoid unjustified
concentration of any specific risk.
Risk management is carried out on an ongoing basis under the direct supervision of the Executive Director
and the Company's financial experts in accordance with the policy set by the Board of Directors.
The risk management strategy is regularly reviewed in order to update the policies to the dynamics in the
market and economic conditions. The company aims to develop discipline and a constructive control
Page 48 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
environment in which all employees understand their responsibilities through periodic training and
application of established standards.
The following describes the different types of risks to which the company is exposed in carrying out its
business operations, as well as the approach taken in managing these risks.
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to
changes in market prices.
a. Currency risk
The company carries out its transactions mainly on the domestic market and in the European Union. It is
not exposed to significant currency risk because almost all its operations and transactions are denominated
in Bulgarian levs and euros, and the latter has a fixed exchange rate against the lev by law. During the last
financial year, the Company transferred part of its cash in USD in order to optimize bank fees levied on
excess cash in bank accounts.
The company makes its main deliveries in BGN.
The tables below summarize the exchange rate exposure:
In other
foreign
currency
In
Bulgarian
levs
December 31, 2021
in EUR
in USD
total
Cash and cash equivalents
Long term trade receivables
Receivables from related companies
Trade receivables
2 150
2 054
1 764
2 902
8 870
3 055
-
-
-
11 229
16 434
2054
1 769
3 325
23 582
-
-
-
-
5
4
419
419
TOTAL ASSETS
3 055
11 238
1 900
127
-
-
-
-
-
-
-
-
47
665
712
1 900
174
665
Bank loans
Trade liabilities
Other liabilities
TOTAL LIABILITIES
2 027
0
0
2 739
Page 49 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
In other
foreign
currency
-
In
Bulgarian
levs
in EUR
in USD
total
December 31, 2020
Cash and cash equivalents
Other receivables
Receivables from related companies
Trade receivables
-
-
-
-
-
1 633
-
12 979
55
2 265
-
14 612
55
2 371
3 055
20 093
-
-
-
-
106
3 055
TOTAL ASSETS
4 794
15 299
Bank loans
2 176
-
-
-
-
-
-
-
-
-
10
675
685
2 176
10
675
Trade liabilities
Other liabilities
TOTAL LIABILITIES
-
-
2 176
2 861
Currency sensitivity analysis
The Company is not exposed to currency risk with respect to its euro exposures.
b. Price risk
The Company owns shares that are subject to trading on a regulated market, and during 2020 and the nine
months of 2021 the Company sold part of its shares and made a profit from the transactions. For the
remainder of the shares, the Company is exposed to risks of negative changes in the stock markets.
c. Risk of the interest-bearing cash flows
The company does not have a significant concentration of interest-bearing assets, except for free cash on
current accounts with banks, so revenues and inflows of operating cash flows are not largely dependent on
changes in market interest rates.
At the same time, the outgoing cash flows of Allterco JSCo for the nine months of 2021 are not exposed to
interest rate risk from using a bank loan in EUR, agreed with a fixed interest rate.
Cash on current accounts with banks bear interest at interest rates according to the tariffs of the respective
banks.
The management of the Company currently monitors and analyzes its exposure to changes in market interest
Page 50 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
rates. Different refinancing scenarios, renewal of existing interest-bearing positions and alternative
financing are simulated. Calculations are made for significant interest-bearing positions.
With
floating
interest
%
With
fixed
interest
%
Interest-free
total
December 31, 2021
BGN'000
16 434
2 054
9
BGN'000
BGN'000
BGN'000
16 434
2 054
Cash and cash equivalents
Long term trade receivables
Receivables from related companies
Trade receivables
-
-
-
-
-
-
-
1760
-
1 769
3 325
21 822
3 325
1 760
23 582
TOTAL ASSETS
Bank loans
-
174
665
839
-
-
-
-
1 900
1 900
174
Trade liabilities
Other liabilities
TOTAL LIABILITIES
-
-
665
1 900
2 739
With
floating
interest
%
With
fixed
interest
%
Interest-free
total
December 31, 2020
BGN'000
14 612
55
BGN'000
BGN'000
BGN'000
14 612
55
Cash and cash equivalents
Other receivables
-
-
-
-
-
-
Receivables from related companies
Trade receivables
611
1 760
-
2 371
3 055
20 093
3 055
18 333
TOTAL ASSETS
1 760
Bank loans
-
10
-
-
-
-
2 176
2 176
10
Trade liabilities
-
-
Other liabilities
675
685
675
TOTAL LIABILITIES
2 176
2 861
Page 51 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to meet its obligation and thereby
cause a loss to the other party. The financial assets that potentially expose the company to credit risk are
mainly receivables from services provided and sales of investments. The company is exposed to credit risk
in the event that customers fail to meet their obligations.
The financial assets of the company are concentrated in three groups: monetary funds (cash and bank
accounts), receivables from clients and additional cash contributions provided to a subsidiary.
About 25% of receivables are from related party deals and transactions (subsidiaries), and therefore the
management believes that the credit risk associated with these receivables is not high. Nearly 70% of
receivables are related to the sale of long-term investments in subsidiaries and part of them are secured.
The collection and concentration of receivables is monitored on an ongoing basis, according to the
established policy of the company. For this purpose, the open positions by clients, as well as the received
receipts, are periodically reviewed by the financial and accounting department and the management, and
an analysis of the unpaid amounts is performed.
The Management follows an internal policy for assessing credit losses. For receivables from related parties
and trade receivables the simplified method is applied, as the percentages are determined on the basis of
past experience.
As of December 31, 2020 the Company reports written off receivables at the amount of BGN 14 thousand.
As of December 31, 2021 receivables at the amount of BGN 87 thousand are reported as written off and an
BGN 152 are recognized as impairment of receivables.
Liquidity risk
The liquidity risk is expressed in the negative situation that the Company will not be able to meet
unconditionally all its obligations, according to their maturity.
It pursues a conservative liquidity management policy, through which it constantly maintains an optimal
liquidity reserve of monetary funds and a good ability to finance its business activities.
In order to control the risk, the company monitors the timely payment of the incurred liabilities.
The company monitors and controls the actual and projected cash flows for periods ahead and maintains a
Page 52 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
balance between the maturity limits of the assets and liabilities of the company. Currently, the maturity and
timely execution of payments is monitored by the finance and accounting department, maintaining daily
information on available monetary funds and upcoming payments.
December 31,
2021
over 5
y.
BGN'000
without
maturity
BGN'000
to 1 m.
BGN'000
-
1-3 m.
BGN'000
-
3-6 m.
BGN'000
-
6-12 m.
BGN'000
-
1-2 y.
BGN'000
-
2-5 y.
BGN'000
-
total
BGN'000
16 434
Cash and cash
equivalents
-
-
16 434
-
Long
term-
-
-
-
-
1 027
-
1 027
-
2 054
1 769
-
-
receivables
Receivables form
related
9
1 760
-
-
companies
Trade receivables
4
419
-
2 902
-
-
-
-
3 325
TOTAL
ASSETS
4
428
-
4 662
1 027
1 027
-
16 434
23 582
Bank loans
23
82
10
47
17
20
71
25
30
143
50
298
936
382
-
-
-
1 900
174
Trade liabilities
Other liabilities
-
-
-
-
-
-
605
665
TOTAL
LIABILITIES
115
84
126
798
298
936
382
-
2 739
December 31,
2020
without
maturity
to 1 m.
BGN'000
-
1-3 m.
BGN'000
-
3-6 m.
BGN'000
-
6-12 m.
BGN'000
-
1-2 y.
BGN'000
-
2-5 y.
BGN'000
-
over 5 y.
BGN'000
-
total
BGN'000
14 612
BGN'000
Cash and cash
equivalents
Other
receivables
Receivables
14 612
-
-
-
-
-
-
-
-
-
-
-
-
55
-
55
form
related
2 371
2 371
companies
Trade
receivables
TOTAL
ASSETS
-
-
3 055
-
-
-
-
3 055
-
-
-
5 426
-
-
-
14 667
20 093
Bank Loans
23
10
45
45
163
675
276
828
796
2 176
10
Trade liabilities
Other liabilities
-
-
-
675
-
-
TOTAL
LIABILITIES
33
45
45
838
276
828
796
-
2 861
Page 53 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
Capital risk management
With the capital management the Company aims to create and maintain opportunities for it to continue to
operate as a going concern and to ensure the appropriate return on investment of shareholders, and to
maintain optimal capital structure, to reduce capital expenses.
The company currently monitors the security and capital structure based on the debt ratio. This ratio is
calculated between the net debt capital and the total amount of capital. Net debt capital is defined as the
difference between all borrowings (current and non-current) as stated in the statement of financial position
and the cash and cash equivalents. The total amount of capital is equal to the equity and net debt capital.
The table below presents the debt ratios based on the capital structure as of December 31:
December 31,
2021
December 31,
2020
Total debt capital, including:
Reduced with: cash and cash equivalents
Net debt capital
2 738
16 434
(13 696)
31 498
2 887
14 612
(11 725)
35 374
Total equity
Total capital
17 802
23 649
Debt ratio
0,00%
0,00%
As the cash is larger than the debt capital, the company has no indebtedness.
11. Fair values
For the purposes of disclosing fair value, the Company determines different classes of assets and liabilities
depending on their nature, characteristics and risk and the respective level of the fair value hierarchy
specified in item 3.14 from the Notes to the financial statements.
The Company's management has determined that the book values of cash and cash equivalents, receivables
from affiliated companies, liabilities to affiliated companies, trade receivables and payables approach their
fair values due to the short-term nature of these financial instruments.
The attached table shows the book values and fair values of financial assets and liabilities, including their
levels in the fair value hierarchy. Fair value information is not included if the book value is reasonably
close to the fair value.
Page 54 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
The table below presents the hierarchy of the fair value of the Company's assets and liabilities in accordance
with IFRS 13:
As of December 31, 2021
Financial assets
Book value
Level 1
Level 2
Level 3
Long term receivables
Other long - term capital investments
Cash and cash in bank
Receivables from related companies
Trade receivables
Total:
2 054
2 624
16 434
1 769
3 325
26 206
-
-
-
2 624
-
-
-
-
-
-
-
-
-
-
-
-
-
2 624
Financial liabilities
Bank loans
Trade liabilities
Other liabilities
1 900
174
665
-
-
-
-
1 900
-
-
-
-
-
-
Total:
2 739
1 900
Book value
Level 1
Level 2
Level 3
As of December 31, 2020
Financial assets
-
-
Assets classified as held for sale
Other long - term capital investments
Cash and cash in bank
3 906
6 566
14 612
55
2 371
3 055
-
-
-
-
-
-
-
3 906
6 566
-
-
-
-
-
-
-
-
-
-
-
Other receivables
Receivables from related companies
Trade receivables
Total:
6 566
3 906
30 565
-
Financial liabilities
Liabilities to related companies
Deposit received from group companies
Bank loans
-
-
-
-
-
-
-
-
-
-
-
-
0
0
2 176
10
675
2 861
2 176
Trade liabilities
-
-
Other liabilities
Total:
-
2 176
-
A transfer from Level 3 to Level 1 is made during 2020, related to a long-term financial investment in
shares, which were listed on a regulated market.
Page 55 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
The fair value of the financial liabilities included in Level 2 in the table above is determined in accordance
with the generally accepted valuation model based on discounted cash flows.
12. Events after the end of the reporting period
The following important events occurred after the date of the individual financial statements:
Extraordinary General meeting of shareholders
The Company announced invitation for an extraordinary General meeting of shareholders and provided the
supporting materials for the meeting that will be held on 8 April 2022 starting at 11.00 o’clock at the
following address: Sofia 1304, 1 Macedonia Square, Floor 2, Congress center «Globus», Hall «Europe».
The agenda for the meeting is as follows:
1. Decision for changes in the Board of Directors – number of seats and board members
2. Changes in the Remuneration policy
3. Determining remuneration, guarantees for good governance and indemnity of the new members of
the Board of directors
4. Proposal for changes in the Articles of Association of the Company
5. Proposal for Share buy back
Military conflict between Russia and Ukraine
In February 2022, following the start of military conflict between Russia and Ukraine, some countries
announced new packages of sanctions against the sovereign debt of Russian Federation, a number of
Russian banks and a number of Russian citizens.
As a result of increasing geopolitical tension, a significant volatility of financial markets and depreciation
of Russian ruble against USD and EUR is observed since February 2022. It is expected that those events
will affect the activities of the Russian and Ukrainian companies in different economic sectors
The Company is not exposed directly, or through related parties, or through key clients and suppliers, to
the countries involved in the conflict.
The Company considered this event as non-adjusting event after the end of the reporting period the effect
of which cannot be assessed at this time with an acceptable level of accuracy.
Page 56 of 115
ALLTERCO JSCo
Unified Identification Code (UIC): 201047670
NOTES TO THE INDIVIDUAL
FINANCIAL STATEMENTS AS OF 31 DECEMBER 2021
Unless otherwise stated, all amounts are in BGN thousand.
The management is analyzing the possible impact of the changing micro and macroeconomic conditions
on the financial and operating results of the Company.
Change in the fair value of long-term financial investments
The Company owns long-term investments in financial instruments (shares of Link Mobility Group Holding
ASA), which are traded on a regulated market. After the date of current financial statements, a drop in the
price of those financial instruments is observed, which, to some extent, according to the management of the
Company, is due to the overall negative trend of financial markets as a consequence of the military conflict
in Ukraine.
The management monitors the financial performance of Link Mobility Group Holding and believes that the
drop in its share price is temporary. In this context the event is considered as a non-adjusting event after the
end of reporting period.
Allterco Robotic Ltd. capital increase
The board of directors of Allterco JSCo decided to increase the capital of its wholly owned subsidiary
Allterco Robotics Ltd. The goal of the capital increase is to accelerate the development of new products, to
increase the production capabilities and finance the entrance to new markets.
The registered capital of Allterco Robotics will be increased from the current level of BGN 1 500 000 to
BGN 7 000 000 by issuing new 5 500 000 shares at par value of BGN 1,00 each. The whole new emission
will be subscribed by Allterco JSCo and will be done entirely with own funds of Allterco JSCo.
Page 57 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
ANNUAL REPORT
ON THE BUSINESS ACTIVITIES OF
ALLTERCO JSCo
FOR FINANCIAL YEAR 2021
THIS BUSINESS ACTIVITY REPORT IS PREPARED IN ACCORDANCE WITH THE PROVISIONS OF ART. 39 ET SEQ.
FROM THE ACCOUNTING ACT, ART. 100N, PARAGRAPH 7 OF THE PUBLIC OFFERING OF SECURITIES ACT AND
ANNEXES No 2 AND No 3, OF ORDINANCE No 2 DATED 9 NOVEMBER 2021 ON PROSPECTUSES FOR PUBLIC
OFFERING AND ADMISSION TO TRADING ON A REGULATED SECURITIES MARKET AND DISCLOSURE OF
INFORMATION.
Page 58 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
DEAR SHAREHOLDERS,
We, the members of the Board of Directors of ALLTERCO JSCo., committed to manage the company in the
best interest of the shareholders, as well as on the basis of the requirements of the provisions of Art. 39 et seq.
of the Accounting Act (in force since 01.01.2016), Art. 100n, Paragraph 7 of the Public Offering of Securities
Act and Annex No. 2 and No. 3 of Ordinance No. 2 of 9 November 2021 on prospectuses for public offering
and admission to trading on a regulated securities market and for disclosure of information, have prepared this
activity report (hereinafter "The Report"). The Report provides comments and analysis of the financial
statements and other material information regarding the financial position and the results achieved by the
company operations. The report contains an objective review that presents truthfully and honestly the
development and performance of ALLTERCO JSCo, as well as its status, together with a description of the
main risks it faces.
The circumstances that occurred in 2021, which the company's management believes may be of significance
to the investors in deciding to acquire, sell or continue to hold publicly offered securities, have been disclosed
within the time limits provided for in the Public Offering of Securities Act and by the Financial Supervision
Commission, investors and the regulated securities market.
Page 59 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
This Report on the activity of Allterco JSCo presents information about the company on an individual basis as of 31
December 2021 and covers the period 01.01.2021-31.12.2021 (“reporting period”).
I.
GENERAL INFORMATION ABOUT THE COMPANY
ALLTERCO JSCo is a public limited company with the following main business activity: Acquisition, management,
evaluation and sale of participations in Bulgarian and foreign companies; acquisition, management and sale of bonds;
acquisition, evaluation, sale and assignment of licenses for the use of patents and other intellectual and industrial property
rights; financing of companies in which the Company participates; purchase of goods and other goods for resale in the
raw, processed or treated form; sale of goods from own production; foreign trade transactions; commissions, forwarding,
warehousing and leasing transactions; transport transactions in the country and abroad; transactions of commercial
representation and mediation of local and foreign individuals and legal entities; consultancy and marketing transactions;
providing management and administration services to local and foreign legal entities; as well as any other commercial
transactions not prohibited by the law.
The Company was entered in the Commercial Register on 11 February 2010.
As of 31.12.2020 ALLTERCO JSCo has its registered office, telephone, fax, e-mail, web site as follows:
•
Current registered office as of the date of preparing this Report on address: City of Sofia 1407, 103 Cherni Vrah
Blvd
•
•
•
Tel: +359 2 9571248
e-mail: investors@allterco.com
Web page: www.allterco.com
As of the end of the reporting period, the issued, subscribed, paid up and registered capital of the Company amounts to
BGN 17 999 999 (seventeen million nine hundred and ninety-nine thousand nine hundred and ninety-nine leva), divided
into17 999 999 (seventeen million nine hundred and ninety-nine thousand nine hundred and ninety-nine) dematerialized
ordinary registered voting shares with par value of 1 (one) BGN for each share.
The share capital was fully paid in by five contributions:
•
•
•
•
Contribution in kind representing 100% of the shares of Teravoice EAD (Solely-owned PLC), with a monetary
valuation of BGN 50 000 (fifty thousand leva);
Contribution in kind representing 69.60% of the shares of Tera Communications AD (PLC), with a monetary
valuation of BGN 5 438 000 (five million four hundred and thirty-eight thousand leva);
A combination of contributions in kind and monetary contributions worth BGN 8 012 000 (eight million and
twelve thousand leva).
Cash contributions with a total value of BGN 1 500 000 (one million and five hundred thousand leva) against
subscribed and paid 1 500 000 (one million and five hundred thousand) dematerialized ordinary registered voting
shares with a par value of 1 BGN as a result of a procedure for initial public offering of a new issue of shares.
•
Cash contributions with a total value of BGN 2 999 999 (two million nine hundred and ninety-nine
thousand nine hundred and ninety-nine leva) against subscribed and paid 2,999,999 (two million nine
hundred and ninety-nine thousand nine hundred and ninety-nine) dematerialized ordinary registered
voting shares with a par value of 1 BGN as a result of a procedure for initial public offering of a new
issue of shares. The public offering of shares from the capital increase of Allterco JSCo was held in the
period 28.09.2020 – 30.10.2020 on the basis of a Prospectus together with its supplements as affirmed
by the Financial Supervision Commission with Ordinance No 148-Е of 18.02.2020, Decision No 405-
Е of 11.06.2020, Decision No 601-Е of 13.08.2020 and Decision No 791-Е of 29.10.2020.
As of 31 December 2020, the capital structure of ALLTERCO JSCo is as follows:
PERCENTAGE OF THE
SHAREHOLDER NAME
Svetlin Todorov
Dimitar Dimitrov
Other individuals and legal entities
CAPITAL
32.48 %
32.48 %
35.04 %
Page 60 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
1. In-kind contributions have been made in the last three financial years
In the last three financial years, no in-kind contributions have been made to the company's capital.
2. Information about the issuer's management system
As of 31.12.2021, ALLTERCO JSCo has a one-tier management system - 3-member Board of Directors, according to a
resolution of the General Meeting of Shareholders dated 20.12.2020, entered in the Commercial Register under No.
20210105090633
As of 31.12.2021, the members of the Board of Directors are:
•
•
•
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Nikolay Angelov Martinov
II.
REVIEW OF THE COMPANY’S BUSINESS ACTIVITY AND STATUS
As of 31.12.2021, Allterco JSCo reports investments in the following companies:
-
-
-
-
100% of the capital of Allterco Robotics EOOD, Bulgaria;
100% of the capital of Allterco Properties EOOD;
100% of the capital of Allterco Trading EOOD
100 % of the capital of Allterco Robotics US (previously named Global Teracomm Inc., (DBA Allterco
Robotics);
-
100 % of the capital of Allterco Europe GmbH;
During the reporting period Allterco JSCo has participated in the establishment of a company (associated company) in
China, Allterco Asia Ltd. 91440300MA5GMK2T5B, with domicile and registered office: number 716, Building A,
XingHe Shiji, Cai Tian road 3069, Gangxia, Futian, Shenzhen, Guangdong Province China. The capital of the new
company is CNY 100 000, as the participation of Allterco JSCo is 30% with an option to acquire additional up to 50%
and reach a controlling stake of up to 80% in case of good development of the project.
During the reporting period there was change in the economic group of Allterco JSCo:
-
On September 27,2021 the Board of Directors of Allterco JSCo has approved and the Company, as a seller, has
signed with Skylight Venture Capital Pte. Ltd., as a buyer, an agreement for the sale of the participations of
Allterco JSCo in the subsidiaries ALLTERCO PTE (Singapore), ALLTERCO SDN (Malaysia) and ALLTERCO
Co., Ltd. (Thailand) (Share Purchase Agreement (SPA). The transfer of the share ownership is a subject to
registration procedures in accordance with applicable laws in each country where each company is registered as
a legal entity.
-
Allterco JSCo has founded a subsidiary in Germany – Allterco Europe GmbH. The German Company has its
seat and registered office in Munich, Germany and capital of EUR 500 000, 100 % held by Allterco JSCo.
III.
RESULTS FROM THE ACTIVITY
1. FINANCIAL RESULT
As of the end of the reporting period, ALLTERCO JSCo reported on an individual basis a net profit at the amount of
BGN 3 270 thousand, compared to the net profit of BGN 2 330 thousand for 2020, and BGN 4 483 thousand for 2019.
The increase of the profit in 2021 compared to 2020 is mainly due to dividends at the amount of BGN 5 million received
from a subsidiary company and the realized profit from operation with financial instruments in the amount of BGN 250
thousand. The profit in 2020 and 2019 is also to a great extent influenced by the realized profit from sale of financial
instruments.
Table No 1
EQUITY
Registered capital
12/31/2019
15,000
3,442
1,500
0
%
20%
55%
0%
12/31/2020
18,000
5,322
%
12/31/2021
18,000
5,232
0%
Retained earnings
Reserves
-2%
20%
1,500
1,800
Share premium reserves
Other equity components
Total
0%
5,703 -5.26%
4,849 -79%
35,374 -11.03%
5,403
0
0%
1,036
19,942
77.4%
31,471
Page 61 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
In 2021 the Company records a decrease in other equity components, which is mainly due to revaluation of financial
assets that are presented at fair value in the statement of financial position
Revenue from ordinary business activities
Table No 2
2019 change
BGN
2020
BGN
thousand
change
%
2021
BGN
thousand
REVENUE
thousand
%
Sales revenue
Other revenue
Total operating revenue
272
851
1 123
-100%
-78%
-83%
0
186
186
0%
2 650%
2 650%
0
5 115
5 115
Profit form operation with financial assets
Total financial income
8 475
8 475
-59%
-59%
3 446
3 446
-93%
-93%
250
250
As of the end of the reporting period, ALLTERCO JSCo does not report revenue from sale of goods or services on an
individual basis. The company reports only other revenue at the amount of BGN 5 115 thousand, of which BGN 5 000
thousand are dividends.
As of the end of 2021 the Company reports gains from operations with financial instruments, which include:
-
-
BGN 49 thousand from sale of shares of Link Mobility Group
BGN 201 thousand from the sale of its participation in 3 subsidiaries;
Operating expenses by economic elements
Table No 3
2019
BGN
thousand
change
%
2020
BGN
thousand
change
%
2021
BGN
thousand
EXPENSES
Materials
External services
Depreciation
Salaries
Social security
7
303
11
464
40
-85.7%
5.3%
-81.8%
-27.2%
0.0%
1
319
2
338
40
100.0%
167.4%
50.0%
15.1%
0.0%
2
853
3
389
40
Other administrative expenses
Total administrative expenses
3 908
4 733
-86.6%
-74.1%
525
1 225
-52.0%
25.6%
252
1 539
Other operating expenses
Sales and marketing expenses
Total Operating Expenses
-
9
-
-22.2%
-73.7%
13
7
1 245
92.3%
-71.4%
25.8%
25
2
1 566
4 742
As of the end of the reporting period the total operating expenses of ALLTERCO JSCo increased by 25.8% compared
to the previous year. This increase is mainly due to the increase of external services, which increased by 167.4%. Other
operating expenses include written off receivables at the amount of BGN 87 thousand and impairment of receivables in
the amount of BGN 152 thousand.
The external services hold the biggest share in the total operating expenses for the period with 54,5 %, followed by the
expenses for salaries and social security with 27,4 % and other administrative expenses with 16.1%.
Page 62 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
FINANCIAL INDICATORS
2. LIQUIDITY
30.00
25.00
20.00
15.00
10.00
5.00
0.00
Current ratio Quick ratio
12/31/2019
Immediate
liquidity ratio
12/31/2020
Cash ratio
12/31/2021
Table No 4
LIQUIDITY RATIOS
12/31/2019 12/31/2020
12/31/2021
18.77
18.77
14.29
14.29
Current ratio
Quick ratio
Immediate liquidity ratio
Cash ratio
7.07
7.07
24.61
24.61
14.80
18.76
2.06
4.53
The total liquidity ratio at the end of the reporting period decreased due to the following: the current assets decreased
by 11,1% compared to the end of 2020, while the current liabilities increased by 16,5%.
The quick liquidity ratio at the end of the reporting period decreased due to the following: the current assets
decreased by 11,1% compared to the end of 2020, while the current liabilities increased by 16,5%.
The immediate liquidity ratio at the end of the reporting period decreased due to the following: the current liabilities
increased by 16,5% compared to the end of 2020, while cash increased by 12,5%.
The cash ratio at the end of the reporting period decreased due to the following: The current liabilities increased by
16,5% compared to the end of 2020, while the cash increased by 12,5% and the short-term financial assets have been sold
during the reporting period.
3. CAPITAL RESOURCES
FINANCIAL AUTONOMY RATIOS
15.00
10.00
5.00
0.00
Debt / Equity
12/31/2019
Debt / Assets
12/31/2020
Equity/ Debt
12/31/2021
Table No 5
DEBT RATIOS
Debt / Equity
Debt / Assets
Equity/ Debt
12/31/2019 12/31/2020
12/31/2021
0.09
0.08
0.21
0.18
4.65
0.08
0.08
12.25
11.38
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
The change in the debt/equity ratio at the end of the reporting period is due to the following: the Company’s total
liabilities decreased by 4,2 % compared to the end of 2020, and equity decreased by 11,0%.
The change in the debt/assets ratio at the end of the reporting period is due to the following: the Company’s total
assets decreased by 10,5% compared to the end of 2020, while the Company’s total liabilities decreased by 4,2%.
The change in the financial autonomy ratio at the end of the reporting period is due to the following: the total
liabilities of the Company decreased by 4,2% compared to the end of 2020, and the equity has decreased by 11,0%.
3. KEY INDICATORS
Summary information on the financial performance of ALLTERCO JSCo for the last three financial periods is presented
in the following charts and tables:
6 000
5 000
4 000
3 000
2 000
1 000
0
EBITDA
2019
EBIT
2021
2020
Table No 6
Thousand BGN
2021
2019
4 867
4 856
2020
2 389
2 387
EBITDA
EBIT
3 802
3 799
The calculation of the above indicators includes the revenues from dividends and the positive differences from the sale
of financial assets (realized in 2019 and 2020), which are ordinary operating revenues for a holding company.
Table No 7
Thousand BGN
INDICATORS
Net sales revenue
2019
272
2020
0
2021
0
Equity
19 942
2 515
1 772
11 706
12 523
10 751
3 649
13 478
120
35 374
1 900
987
13 969
24 292
23 305
14 612
14 956
103
31 471
1 615
1 150
12 645
21 591
20 441
16 434
13 795
108
Non-current liabilities
Current liabilities
Non-current assets
Current assets
Working capital
Cash
Total debt
Interest expense
Inventories
0
0
0
Short-term receivables
Expenditure on ordinary activities
Expenditure on materials
4 418
4 742
7
5 426
1 245
1
5 094
1 566
2
Page 64 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
4. PROFITABILITY INDICATORS
0.350
0.300
0.250
0.200
0.150
0.100
0.050
0.000
Return on Registered
ROE
2021
ROA
capital
2019
2020
Table No 8
Profitability ratios
2019
0.299
0.225
0.185
2020
0.129
0.066
0.061
2021
0.182
0.104
0.096
Return on Registered capital
ROE
ROA
Return on equity (ROE)
As of the end of the reporting period, the Return on equity ratio increase to 0,104 compared to the same period of the
previous financial year. The reason for this is the increase by 40,3% in the net profit of the company. In 2021 compared
to 2020, the company's equity decreased by 11,0 %, which is mainly due to the dividend that was paid in 2021.
Return on assets (ROA)
The value of ROA ratio as of the end of the reporting period is 0,096 and increases compared to the previous financial
year. For 2020, ALLTERCO JSCo reports an increase of the net profit, whereas the company's assets decrease by 10,5
%.
Return on registered capital
As of the end of the reporting period, the Return on registered capital is 0,182 and it decreases compared to 2020. In 2021
compared to 2020, the company's net profit increase, whereas the company equity is unchanged.
IV. INFORMATION ON ENVIRONMENTAL AND PERSONNEL ISSUES HUMAN RESOURCES
As of the end of the reporting period, the average number of employees in ALLTERCO is 7 people, and out of them the
number of managerial personnel connected to the company operation is 5.
The relationships with workers and employees are regulated with individual employment contracts.
The Company's management strives to improve the standard of living of its employees outside the hours in which they
are directly engaged in their work commitments. The amount of expenses for salaries and social security for 2021
amounted to BGN 429 thousand (2020: BGN 378 thousand).
V. ENVIRONMENTAL PROTECTION POLICY
The company does not carry out activities that harm the environment. Nevertheless, the Company strives to limit
the use of materials produced from non-renewable energy sources and implements a program for energy conservation.
VI. REPORTING OF NON-FINANCIAL INFORMATION
In accordance with the requirements of Directive 2014/95/EU of the European Parliament on reporting non-financial
information and the provisions of the Accountancy Act, for a number of companies arises an obligation to publish non-
financial information alone or as part of the annual business activity reports.
The obligation arises for large public-interest entities which, as at 31 December of the reporting period, exceed the
criterion for an average number of employees in the financial year of 500 persons. Companies of public interest are:
public companies and other issuers of securities; credit institutions; financial institutions; insurers and reinsurers, pension
insurance companies and funds managed by them; investment intermediaries; trading companies that produce, transport
Page 65 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
and sell electricity and heat; commercial companies that import, transport, distribute and transit natural gas; commercial
companies providing water, sewer and telecommunications services; Bulgarian State Railways EAD and its subsidiaries.
Large enterprises are defined as those with net sales revenues - BGN 76 million or the carrying amount of the assets -
BGN 38 million.
Given the criteria set out in the Accountancy Act, it can be concluded that Allterco JSCo does not, on an individual basis,
incur an obligation to report non-financial information on its own or as part of the report of the Board of Directors.
VII. MAJOR RISKS FOR THE COMPANY
The risks related to the business operation of the Company can be generally divided into systematic (overall) and non-
systematic (pertaining specifically to its activity and the field where it operates). The Company is also associated with the
similar risk categories typical for its activity and field where its subsidiaries operate. In addition, the investors in financial
instruments of the Company are exposed to risks related to investments in securities.
SYSTEMATIC RISKS
Systematic risks are related to the market and the macro environment in which the Company operates, which is why they
cannot be managed and controlled by the company's management team. Systematic risks are the following: political risk,
macroeconomic risk, inflation risk, foreign exchange risk, interest rate risk, tax risk and unemployment risk.
Type of risk
Description
POLITICAL RISK
Political risk is the likelihood of a change of Government, or of a sudden change in its policy, of
occurrence of internal political turmoil and adverse changes in European and/or national legislation,
as a result of which the environment in which local businesses operate will change negatively, and
investors will incur losses. In November 2021, the country held for the second time early
parliamentary elections for the Ordinary National Assembly, as a result of which for the political
party ruling in last 12 years lost its position in the state governance and a new government is expected
to be formed.
Political risks for Bulgaria internationally are related to the commitments undertaken to implement
serious structural reforms in the country in its capacity as an equal member of the EU, increasing
social stability, limiting inefficient spending, on the one hand, as well as the strong destabilization
of the countries of The Middle East, the increasing threat of terrorist attacks in Europe, refugee waves
and instability of key countries in the immediate vicinity of Bulgaria.
Other factors that also affect this risk are the possible legislative changes and in particular those
concerning the economic and investment climate in the country.
The geopolitical situation in the region is further complicated by the development of the Russian-
Ukrainian crisis after Russia recognized the independence of the two regions in eastern Ukraine and
sent troops to Ukraine, while the US and the EU imposed economic sanctions on Russia. Currently
the effect of this risk on the Company is insignificant as the focus of the business is not directed
towards the Russian and Ukrainian markets and accordingly a minimal portion of the Company's
revenue is generated from sporadic one-off sales mainly to end users.
According to the National Statistical Institute, in December 2021 the total business climate indicator
GENERAL
increased by 2.6 percentage points compared to the previous month. An increase in the indicator
MACRO-
was observed in construction and retail trade and in the services sector, whereas in the industry sector
ECONOMIC RISK
there is a decrease.
.
Business climate - total
Page 66 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Source: NSI1
Compared with the previous projections, the growth outlook for the global economy in the December
2021 Eurosystem staff macroeconomic projections has been revised downwards for 2021, remained
unchanged for 2022 and been revised upwards for 2023. Global real GDP growth (excluding the
euro area) is estimated to increase to 6.0% in 2021, before slowing to 4.5% in 2022, 3.9% in 2023
and 3.7% in 2024. Euro area foreign demand is projected to expand by 8.9% in 2021, 4.0% in 2022,
4.3% in 2023 and 3.9% in 2024. However, foreign demand has been revised downwards for 2021
and 2022 compared with the previous projections2
INTEREST RATE
RISK
The interest rate risk is related to possible, eventual, adverse changes in the interest rates established
by the financial institutions of the Republic of Bulgaria.
At its meeting in October, 2021, the Board of Directors of the ECB, confirmed its other measures to
support the ECB’s price stability mandate, namely the level of the key ECB interest rates and the
forward guidance on the future path of policy rates. This is crucial for maintaining the appropriate
degree of accommodation to stabilize inflation at the ECB’s 2% inflation target over the medium
term.3
Date
Percentage
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
01.11.2021
01.11.2021
01.10.2021
01.09.2021
01.08.2021
01.07.2021
01.06.2021
01.05.2021
01.04.2021
01.03.2021
01.02.2021
01.01.2021
*Source: BNB4
INFLATION RISK
Inflation risk is a general rise in prices in which money depreciates and there exists a probability of
loss to households and firms.
The consumer price index (CPI) is an official measure of inflation in the Republic of Bulgaria. It
estimates the total relative change in the prices of goods and services used by households for personal
(non-production) consumption and the index is calculated by applying the structure of the final cash
consumer expenditure of Bulgarian households.
According to the NSI the consumer price index for December 2021 compared to November 2021 is
100.9%, i.e., monthly inflation is 0.9%. The annual inflation for December 2021 compared to
1http://nsi.bg/bg/content/14830/общ-показател-на-бизнес-климата
2https://www.bnb.bg/bnbweb/groups/public/documents/ecb_publication/publications_ecb_mb_202108_bg.pdf
3 https://www.bnb.bg/bnbweb/groups/public/documents/ecb_publication/publications_ecb_mb_202108_bg.pdf
4 https://www.bnb.bg/Statistics/StBIRAndIndices/StBIBaseInterestRate/index.htm
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
December 2020 is 7.8%. The average annual Inflation for the period January - December 2021
compared to the period January – December 2020 is 3.3.%.5
The respective month of the previous year
The previous month
*Source: NSI
The harmonized index of consumer prices (HICP) is a comparable measure of inflation in EU
countries. It is one of the criteria for price stability and for Bulgaria’s accession to the euro area. The
HICP, like the CPI, measures the overall relative change in the price level of goods and services.
According to the NSI the harmonized index of consumer price index for December 2021 compared
to November 2021 is 100.8%, i.e., monthly inflation is 0.8%. The annual inflation for December
2021 compared to December 2020 is 6.6%. The average annual Inflation for the period January -
December 2021 compared to the period January – December 2020 is 2.8%. In November 2021 the
inflation keeps increasing to 4.9 %. During most of 2022 it will stay above 2% whereas in the near
future the inflation is expected to stay high, but to decrease in the course of the present year. 6
The December 2021 Eurosystem staff macroeconomic projections foresee annual inflation at 2.6%
in 2021, 3.2% in 2022, 1.8% in 2023 and 1.8% in 2024 – significantly higher than in the previous
projections in September. Inflation excluding food and energy is projected to average 1.4% in 2021,
1.9% in 2022, 1.7% in 2023 and 1.8% in 2024, also higher than in the September projections.7
Exposure to currency risk is the dependence and effects of changes in exchange rates. Systemic
currency risk is the probability of a possible change in the currency regime of the country (currency
board), which would lead either to BGN devaluation or to BGN appreciation compared to foreign
currencies.
CURRENCY RISK
Currency risk will have an impact on companies with market shares, the payments of which are made
in a currency other than BGN and EUR. Since, according to the current legislation in the country the
Bulgarian lev is fixed to the euro in the ratio EUR 1 = BGN 1.95583, and the Bulgarian National
Bank is obliged to maintain a level of Bulgarian levs in circulation equal to the bank’s foreign
exchange reserves, the risk of devaluation of the BGN compared to the European currency is minimal
and consists in the eventual early abolition of the currency board in the country. At this stage, this
seems unlikely, as the currency board is expected to be abolished upon the adoption of the EUR in
Bulgaria as an official unit of payment.
Theoretically, currency risk could increase when Bulgaria joins the second stage of the European
Exchange Rate Mechanism (ERM II). This is a regime in which the country must maintain the
exchange rate compared to the EUR within +/- 15% on the background of the central parity. In
practice, all countries currently in this mechanism (Denmark, Estonia, Cyprus, Lithuania, Latvia,
Malta) are witnessing fluctuations that are significantly less than the allowed ones of ± 15%.
On July 10, 2020, Bulgaria joined the ERM II exchange rate mechanism, known as the ‘euro area’s
waiting room’. The central rate of the Bulgarian lev is fixed at EUR 1 = BGN 1.95583. Around this
central exchange rate of the BGN, the standard range of plus or minus 15 percent will be maintained.
5https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2021-09_8M1FIED.pdf
6 https://www.nsi.bg/sites/default/files/files/pressreleases/Inflation2021-09_8M1FIED.pdf
7 https://www.bnb.bg/bnbweb/groups/public/documents/ecb_publication/publications_ecb_mb_202108_bg.pdf
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Bulgaria joins the exchange rate mechanism with its existing currency board regime, as a unilateral
commitment and without additional requirements to the ECB.8 At the same time, our country must
enter into close cooperation with the unified banking supervision. The fixed exchange rate of the
BGN to the EUR does not eliminate for the Bulgarian currency the risk of unfavorable movements
of the euro exchange rate against other major currencies (US dollar, British pound, Swiss franc) on
the international financial markets, but at present the company does not consider that such a risk
would be material to its business. The company may be affected by currency risk depending on the
type of cash flow currency and the type of currency of the company’s potential loans.
The Allterco JSCo Group companies operate in Bulgaria as well as in EU countries and first
countries, mainly in the USA and the Asia-Pacific region. At present, the main revenues from the
Group’s IoT business are in BGN or EUR, and the costs of delivery of goods in this segment are
mainly in US dollars and are largely tied to the Chinese yuan, which is why the appreciation of the
US dollar or Chinese yuan would have an adverse effect on the business performance. In terms of
US dollar exposure, the Group companies are expected to have significant US dollar sales revenue
in the US and other non-EU markets in the future, which to some extent balances the Group’s net
exposure to this major currency.
To limit the effects of the currency risk, the companies of the Group have introduced a system for
planning the deliveries from countries inside and outside the EU, as well as procedures for ongoing
monitoring of the movements in the exchange rates of the foreign currencies and control over the
forthcoming payments. Currently, the Group companies do not use derivative instruments for
hedging the currency risk but, if necessary, the management is ready to enter into such transactions.
Credit risk of the
state
Credit risk is the probability of deterioration of Bulgaria’s international credit ratings, caused by the
government’s inability to repay its liabilities regularly. Low credit ratings of the country can lead to
higher interest rates, more difficult financing conditions, both for the state and for individual
economic entities, including the Issuer. Credit ratings are prepared by specialized credit rating
agencies and serve to determine and measure a country’s credit risk. Bulgaria’s credit rating is
presented in the following table:
Table 1: Credit risk of Bulgaria
Credit agency
Date of last change
Long-term rating
Prospects
Standard & Poor‘s
Fitch
30.11.2021 9
22.01.20221 10
BBB
BBB
Stable
Stable
Source: Ministry of Finance
The international credit rating agency S&P Global Ratings affirmed its long-term and short-term
foreign and local currency sovereign credit ratings on Bulgaria at “BBB/A-2”. The outlook remains
stable.
According to the credit rating agency, the economic effects of the pandemic have been manageable,
despite a significant health impact. Domestic demand, particularly private consumption, has
recovered strongly and the increased absorption of EU funds will lift the medium-term growth
outlook. The funds under the previous and current EU Multiannual Financial Framework (EU MFF)
and the additional funds under the new Next Generation EU (NGEU) instrument available to the
country are estimated at about 40% of the expected 2021 GDP.
S&P forecasts the fiscal deficit to remain significant in 2021, too, as a result of the support measures
during the pandemic. Although some measures are projected to continue into 2022, the credit rating
agency expects the deficits to start narrowing from 2022 and notes Bulgaria’s established record of
fiscal prudence under several governments. Despite the fiscal loosening and the increased public
leverage, Bulgaria’s net government debt levels remain low at around 20% of GDP, whereas
sovereign funding costs have reduced to record-lows.
According to S&P, in line with global trends, inflation in Bulgaria has increased in 2021, due to a
combination of rising food and energy prices, as well as strengthening domestic demand weighing
on core inflation. Price increases should reduce in the second half of 2022.
External risks are manageable after several years of external net deleveraging, thanks to recurring
8 https://www.ecb.europa.eu/press/pr/date/2020/html/ecb.pr200710~4aa5e3565a.en.html
9https://www.minfin.bg/bg/news/11577
10
https://www.minfin.bg/bg/news/11631
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
current and capital account surpluses, which the credit rating agency expects to continue.
The credit rating agency also considers positive that the lev was included in the ERM II and Bulgaria
joined the Banking Union in 2020. The ratings are constrained by the country's GDP per capita,
which is moderate by global standards and the remaining structural and institutional impediments.
The stable outlook indicates the expectation that Bulgaria's economic recovery will progress over
the next two years, backed by further absorption of additional EU funds. Although several fiscal
support measures will extend into 2022, the credit rating agency expects fiscal balances to narrow
over the next two years, which will keep public debt low. The stable rating outlook also reflects the
expectations that the economy will not incur any external or financial sector imbalances.
The credit rating agency could raise the ratings if Bulgaria's economic recovery coincides with
quicker fiscal consolidation or stronger external performance than it currently projects. In the long
term, the ratings on Bulgaria could be raised in the course of its accession to the eurozone. The
ratings could be lowered if the economic recovery is delayed, for example, because the pandemic's
direct effects prove more long-lasting than currently expected. This would likely result in protracted
fiscal consolidation and continuously rising net public debt over the next few years. Although
unlikely over the medium term, S&P could take negative rating actions in case of emergence of
imbalances in Bulgaria's financial sector.11
The international credit rating agency Fitch Ratings has affirmed Bulgaria’s long-term foreign and
local currency Issuer Default Ratings (IDR) at “BBB” with a Positive Outlook.
The Positive Outlook reflects the dissipation of macroeconomic risks stemming from the Covid-19
pandemic and a more resilient economy, as well as continued progress towards the euro adoption.
According to the credit rating agency, short-term downside risks tied to the pandemic and electoral
uncertainty are more than offset by prospects of substantial funding from the EU and a commitment
to macro and fiscal stability.
Bulgaria's ratings are supported by its strong external and fiscal position, the credible policy
framework, underpinned by EU membership and a long-standing currency-board arrangement. The
ratings are constrained by the potential growth due to unfavorable demographics, which could weigh
on government finances over the long term. Governance indicators and income levels are slightly
above the median for peers.
Fitch expects Bulgaria’s economic growth to accelerate to 4.7% in 2021, compared to the estimate
for 3% from February. The upward revision reflects better-than-expected 1Q21 GDP and the
expected strengthening of domestic demand and exports in the second half of the year. Bulgaria´s
low vaccination rate compared to the EU average raises some downside pandemic-related risks;
however, according to the agency, authorities are unlikely to put in place more severe containment
measures that would significantly affect economic activity in the country.
Investment is expected to be a key driver of growth over the medium-term, as Bulgaria will be one
of the main beneficiaries of EU transfers in the coming years. The analysts of Fitch believe that the
significant amount of funds under the Recovery and Resilience Facility (RRF) would support the
growth of the economy which is estimated at 3.9% in 2022-23.
The credit rating agency projects the fiscal deficit (on accrual basis) at 5% of GDP in 2021, versus
5.5% for the BBB median, reflecting mostly the Covid-19 related expenditure. It expects the deficit
to narrow to 2% in 2023, keeping public debt/GDP at below 30% (versus 57% for BBB peers). Fitch
considers the plan for euro adoption in 2024 realistic. The country's banking sector is estimated as
liquid and well capitalized.
The main factors that could lead to positive rating action/upgrade are: progress toward euro area
accession and improvement in the economy’s growth potential that leads to faster convergence with
income levels of higher rated peers. The factors that could lead to negative rating action/downgrade
are: adverse policy developments that reduce confidence in economic recovery; a prolonged rise in
public debt; the materialization of contingent liabilities on the sovereign's balance sheet or weaker
growth prospects.
Unemployment risk
As a major factor influencing consumers’ purchasing power, rising unemployment would reduce
demand for IoT products. On the other hand, the demand for staff by the business remains extremely
active, so that such a risk appears to be negligible within the next year.
11
https://www.minfin.bg/bg/news/11577
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
According to the statistics published by Eurostat 13.984 million men and women in the EU, of whom
11.829 million in the euro area, were unemployed in November 2021. Compared with October 2021,
the number of persons unemployed decreased by 247 000 in the EU and by 222 000 in the euro area.
Compared with November 2020, unemployment decreased by 1.659 million in the EU and by 1.411
million in the euro area.12 The level of registered unemployment in the country continued to be low
in December – 4.8%, as shows the administrative statistics of the Employment Agency for the month.
The decline on an annual basis is by 1.9 percentage points. The registered persons unemployed in
the last month of 2021 were 157 283, which is 964 less than in November and 63 009 or 28.6% less
than a year earlier. In December, 21 505 new unemployed persons registered with the labor offices,
which is 3 145 people less than in the previous month, and compared to December 2020 there was a
decrease of 11 102 people.13
Risk associated with
the legal system
Although Bulgaria has introduced a number of significant legislative changes since joining the EU
and most of the Bulgarian legislation has been harmonized with EU legislation, the legal system in
the country is still in the process of reform. Judicial and administrative practices remain problematic
and it is difficult to effectively resolve property disputes, breaches of laws and contracts and other.
Deficiencies in the legal infrastructure can result in uncertainties arising from the implementation of
corporate actions, the implementation of supervision and other issues.
It is essential for the financial performance of the companies to maintain the current tax regime.
There is no guarantee that the tax legislation, which is directly relevant to the core business of the
Company, will not be changed in a direction that would lead to significant unforeseen expenses and,
accordingly, would adversely affect its profit. The taxation system in Bulgaria is still developing, as
a result of which a contradictory tax practice may arise.
TAX RISK
NON-SYSTEMATIC RISKS
Risks related to the industry in which the Group operates
Such risks are: risk of shortage of key personnel, risk of strong competition, risk related to personal data security and
hacker attacks, risk of technology change.
Risk of shortage of key personnel
One of the biggest challenges for technology companies, such as the companies of the Group, as well as given the specific
scope of their business in the field of telecommunications and engineering and software development, is the shortage of
skilled personnel. Insufficient availability of suitable staff in the subsidiaries could adversely affect the future
development of the Group due to delays in the development of new products/services and the maintenance of existing
ones. On the other hand, the high competition in this sector raises the cost of labor. Thus, the financial position and market
share of the Group companies could suffer.
Risk of strong competition
After the sale of most of the telecommunication business of the group, the Group companies operate mainly in the segment
of the Internet of Things (IoT). This segment is one of the most modern and promising sectors of the industry, which
attracts the interest of many technology giants and start-up companies. The loss or inability to gain market share and the
fall in final product prices due to increased competition may have a negative effect on revenue, profit and profit margins.
Maintaining a competitive position requires investment in the creation of devices with new utilities, improvement of
existing solutions and expansion of market share and it cannot be taken for granted that new developments will be
established among the competing ones on the market.
Risk related to personal data security and hacker attacks
The technology industry is characterized by digital transmission of information that could be strictly confidential,
containing personal data of users of products, financial information of companies, information about new products and
other. The protection of such information is a critical factor for the normal operation of companies in the industry,
including of the Group. The sales of the devices and the use by the users of the accompanying mobile applications and
cloud services provided by the Group are related to the exchange and storage of personal data. Potential breaches in
12 https://ec.europa.eu/eurostat/statistics-explained/index.php?title=Unemployment_statistics
13 https://www.az.government.bg/bg/news/view/2021-g-prikluchi-s-rekordno-nisko-nivo-na-bezrabotica-3772/
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
information security can lead to: i) Loss of customers and/or partners and their migration to competing companies; (ii)
Imposing sanctions and lawsuits related to breaches of applicable data protection and privacy laws; iii) Lost or delayed
orders and sales; iv) Adverse effects on reputation, business, financial position, profits and cash flows.
Risk of regulatory and specific technical requirements
The supply of IoT devices is related to regulation regarding the certification of products for sale in the respective country.
In the European Union, products are required to bear the ‘CE’ marking, which indicates that the product has been
evaluated and meets the requirements of safety, health and environmental protection. In the US, the equivalent is ‘UL’
certification. For certification purposes, accredited laboratories are assigned compliance tests, which involve significant
costs. In addition, specifics in the requirements of local regulators and contractors (especially mobile operators) may
require additional tests and certification to be performed, which increases the cost of entering a particular market or
particular distribution channel.
Sales of the Group companies’ products cover an increasing number of markets, which often have local regulation
regarding the certification of similar products in the respective country. Meeting the requirements of local regulation is
related to time and resources and may delay the Company in entering new markets or require additional costs in order to
meet different standards.
The change in regulatory requirements for devices may involve additional costs for making them compliant with the new
requirements, including costs for withdrawing products from the market to making them compliant with these
requirements. The Group companies and their local partners regularly monitor planned changes in the legislation and take
timely measures to ensure the compliance of products with them.
Eventual changes in the regulations in the telecommunications sector, could have some impact on the operation of the
Group as mobile operators are one of the main sales channels for existing MyKi series products. Big part of the devices
developed and sold by the companies in the IoT Group use Internet-based technology and can work with the services of
any Internet provider. To that effect, the Group is now less dependent on regulations in the field of telecommunications,
insofar as the companies in its structure are not providers of telecommunication services and mobile operators are only
one of the channels for trade and distribution of IoT devices.
Risk of technology change
The Issuer and its subsidiaries operate in an extremely dynamic segment, in which technologies have a significant impact
and are a source of competitive advantage. To that effect, there is a risk of delayed adaptation to new technologies due to
lack of knowledge, experience or sufficient funding, which may have a negative impact on the Issuer. The slow adaptation
to the new realities may lead to a loss of competitive positions and market shares, which in turn will lead to a deterioration
of the Group’s performance.
Risks related to the Group’s business
Such risks are: operational risk, risk related to business partners, risks arising from new projects and liquidity risk.
Operational risk
Operational risk can be defined as the risk of loss as a result of inadequate or non-functioning internal management
procedures. Such risks may be caused by the following circumstances:
•
•
•
•
Adoption of wrong operational decisions by the management staff related to the management of current projects;
Insufficient amount of skilled personnel needed for the development and implementation of new projects;
Leaving key employees and inability to replace them with new ones;
Risk of excessive increase in management and administration costs, leading to a decrease in the overall profitability
of the Issuer;
•
Technical damages leading to prolonged interruption of the provided services may lead to termination of contracts
with clients.
The effects of such circumstances would be a decrease in the Issuer’s revenues and deterioration of its business
performance.
Risk associated with business partners
Production activities in the IoT segment is outsourced, mainly to China, concentrated in several manufacturers. Potential
risks associated with key subcontractors are related to the accurate and timely execution of deliveries or termination of
business relationships. Although management believes that there is a wide range of alternative suppliers, the possible
transfer of production to new partners and diversification of subcontractors may lead to delivery delays and additional
costs, which may affect the ability of the Group companies to perform agreed orders from customers and adversely affect
the Group’s reputation and financial performance.
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Risks related to new projects
The main business activity of Allterco JSCo is related to investments in subsidiaries. There is a risk that some of the
subsidiaries will not be able to meet their goals, which will lead to lower or negative return on investment.
The development of new products and services by the subsidiaries of Allterco JSCo is related to the investment in human
resources, software, hardware, materials, goods and services. Should new products and services fail to be marketed, such
investments would be unjustified. This in turn would have a negative impact on the costs and assets of the Company, as
well as on the performance of its business activities. In order to manage the risk arising from new projects, the Group
companies perform a market analysis, prepare a financial analysis containing different scenarios, and in some cases
discuss with potential customers the concept of the new service/product.
Liquidity risk
The expression of the liquidity risk in relation to the Group is associated with the possibility of lack of timely and/or
sufficient available funds to meet all current liabilities. This risk may appear both in case of significant delay of the
payments by the debtors of the Company, as well as in case of insufficiently effective management of the cash flows from
the operation of the Company.
Some of the Group companies use bank financing in the form of an investment loan, overdraft or revolving credit line,
which can be used in case of liquidity problems.
The company pursues a conservative liquidity management policy, through which it constantly maintains an optimal
liquidity cash reserve and good ability to finance its business activities. In order to control the risk, the Company monitors
the timely payment of incurred liabilities. The company monitors and controls the actual and projected cash flows for
periods ahead and maintains a balance between the maturity limits of the assets and liabilities.
VIII. IMPORTANT EVENTS AFTER THE DATE OF FINANCIAL STATEMENTS
The events occurring after the reporting date are disclosed in note 12 of the notes to the 2021 individual financial
statements.
IX. CURRENT TRENDS AND POSSIBLE FUTURE DEVELOPMENT OF THE COMPANY
Table No 9
2019
Thousand
BGN
change
2020
Thousand
BGN
Change
2021
Thousand
BGN
REVENUE
%
-100%
-78.1%
-83.4%
%
0%
2 650.0%
2 650.0%
Sales revenue
Other revenue
Total operating revenue
272
851
1 123
0
186
186
0
5 115
5 115
Profit form operation with financial assets
8 475
-59%
3 446
-93%
250
Total financial income
8 475
-59%
3 446
-93%
250
ALLTERCO JSCo does not carry out direct production activities. The production activity is carried out by the
subsidiaries.
In 2022, Allterco JSCo will continue to operate in the following main areas:
1. Observation, control and decision-making on important issues affecting subsidiaries as sole proprietor or majority
owner through:
•
•
•
•
applying the principles of good corporate governance;
organizing conditions for efficient and transparent work;
improving the quality of services/products offered;
operational reorganization and optimization;
2. Asset transactions of the company and its subsidiaries
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
3. Establishment of the management structure
4. Financing of investment activity and operating capital of subsidiaries
5. Financial and accounting policy and reporting
X. ACTIVITIES IN THE FIELD OF RESEARCH AND DEVELOPMENT
The company did not carry out any activities in the field of research and development and does not plan any in the near
future. One of the subsidiaries of Allterco JSCo carried out such activity in 2021. This is Allterco Robotics EOOD.
XI. INFORMATION ABOUT THE ACQUISITION OF OWN SHARES REQUIRED IN ACCORDANCE
WITH ART. 187e (д) OF THE COMMERCIAL ACT
1. Number and nominal value of own shares acquired and transferred during the year, the part of the capital they
represent, as well as the price for the acquisition or the transfer
In 2021, ALLTERCO JSCo did not acquire or transfer its own shares.
In 2021, two of the subsidiaries of Allterco JSCo, namely Allterco Robotics EOOD and Allterco Trading EOOD have
disposed of shares (ISIN BG1100003166) from the capital of the public listed parent company, which according to Art.
187f, item 2 of the Commerce Act is equivalent to acquisition of own shares.
In December 2020 Allterco Robotics EOOD and Allterco Trading EOOD acquired a total of 20 000 shares of Allterco
JSCo, representing 0.11% of the capital of the public company, in order to be provided to employees of the two
subsidiaries under conditions additionally determined by the management. The shares were acquired on a regulated
market - Bulgarian Stock Exchange AD on 02.12.2020 at market price. Allterco Robotics EOOD has purchase of 13 000
shares and Allterco Trading EOOD - 7 000 shares. The shares were acquired on a regulated market at price of BGN 6.90.
In 2021, within the statutory period of one year from the date of acquisition, the companies have transferred the said
number of shares pursuant to a resolution of the Board of Directors to grant shares to employees of these companies. The
transfer transactions are as follows:
Allterco Robotics EOOD has transferred:
•
•
in January 2021 – 3883 shares at average price of BGN 6.925 per share outside regulated market;
in December 2021 – 9117 shares at average price BGN 24.40 per share outside regulated market;
Allterco Trading EOOD has transferred:
•
•
in January 2021 - 2099 shares at average price of BGN 6.916 per share outside regulated market;
in December 2021 – 4901 shares at average price BGN 24.40 per share outside regulated market;
2. Number and nominal value of own shares and the part of the capital they represent
As of the end of the reporting period, the Company does not hold own shares.
As of the end of the reporting period neither of the Company’s subsidiaries, including Allterco Robotics EOOD and
Allterco Trading EOOD holds shares of the of the public listed parent company, equal to own shares.
XII. INFORMATION REQUIRED UNDER ART. 247 OF THE COMMERCIAL ACT
1. Total remuneration received during the year by the members of the Board of Directors.
The members of the Board of Directors of Allterco JSCo received the following remunerations in 2021.
Table No 10
Full name
Position
Gross/thousand
BGN
48
48
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Nikolay Angelov Martinov
Executive Director
Chairperson of the Board of Directors
Independent member
34
As of the end of the reporting period all remunerations are paid to the members of the Board of Directors.
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
No further remunerations -money and non-cash compensation are paid to the members of the Board of Directors.
There are no special rights or any privileges for the members of the Board of Directors stipulated in the Articles of
Association of the Company.
During the reporting year, some of the members of the Board of Directors received remuneration from the subsidiaries
for performing other functions, subject of the Report on the application of the Remuneration Policy.
2. Shares and bonds of the Company acquired, owned and transferred by the members of the Board of Directors
during the year:
As of the end of the reporting period, the shares held by members of the Board of Directors of ALLTERCO JSCo are:
Table No. 11
Name
PERCENTAGE OF THE CAPITAL
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Nikolay Angelov Martinov*
32.48 %
32.48 %
0 %
* Nikolay Martinov has no direct interest in the capital of the Issuer. The companies Unicom Consult EOOD, in which he is the sole
owner of the capital and manager, Impetus Capital OOD and Impetus Partners OOD, in which he is a partner respectively with 50%
and 43,75 % of the capital and manager, as well as Imventure I KDA and Imvencher II KDA, in which he is a representative of the
legal entity - "IMPETUS CAPITAL" OOD, have respectively: "Unicom Consult “EOOD – 84,750 shares (0.47%), Impetus Capital
OOD 27,000. shares and 162,000 voting rights (0.9%), Impetus Partners OOD 405,000 shares (2.25%) ImVenture I KDA 123,288
shares (0.68%), Imventure II KDA - 68,493. shares (0.38%) in the capital of Allterco JSCo and a total 708,531 number of shares and
843,531 voting rights (4.686%) of the voting rights in its General Meeting.
3. Rights of the members of the Board of Directors to acquire shares and bonds of the Company
The members of the Board of Directors of the company may freely acquire shares from the capital of the company on a
regulated securities market in compliance with the provisions of the Law on the enforcement of measures against market
abuse of financial instruments, REGULATION (EU) No 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL of 16 April 2014 on market abuse (market abuse regulation) and the Public Offering of Securities Act.
On the basis of the provision of Art. 19 of the Market Abuse Regulation the members of the Board of Directors of the
company, other persons holding executive functions in the Issuer, and the persons closely related to them, shall notify in
writing the Adventure Company and FSC of any transactions concluded on their behalf with shares issued by Allterco
JSCo within 3 business days after the transaction. The obligation to notify does not apply when the total amount of
transactions concluded by a person performing management functions in the issuer and in the persons closely related to
him does not exceed EUR 5 000 within one calendar year.
4. Participation of the members of the Board of Directors in companies as unlimited partners, holding more than
25 percent of the capital, as well as their participation in the management of other companies or cooperatives as
procurators, managers or board members as of the end of the reporting period:
Table No 12
Dimitar Dimitrov as of 31.12.2021
Participation in the governing and
Participation in the capital of other Companies in which the person
supervisory bodies of other companies, companies
their participation as procurators and
unlimited partners
exercises control
DVR Review EOOD (Solely-owned LLC) DVR Review EOOD (Solely-owned DVR Review EOOD (Solely-owned
entered in the Commercial Register at the LLC) entered in the Commercial LLC) entered in the Commercial
Registry
Agency
under
Unified Register at the Registry Agency under Register at the Registry Agency under
Identification Code (UIC): 130554234, Unified Identification Code (UIC): Unified Identification Code (UIC):
having its registered seat and headquarters 130554234, having its registered seat 130554234, having its registered seat and
address in the town of Samokov, 1, Zhitna and headquarters address in the town headquarters address in the town of
Charshiya Street, Floor 1
of Samokov, 1, Zhitna Charshiya Samokov, 1, Zhitna Charshiya Street,
Street, Floor 1 Floor 1 - direct;
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Auto Lex Consult EOOD (Solely-owned Auto Lex Consult EOOD (Solely- Auto Lex Consult EOOD (Solely-
LLC) entered in the Commercial Register owned LLC), entered in the owned LLC) entered in the Commercial
at the Registry Agency under Unified Commercial Register at the Registry Register at the Registry Agency under
Identification Code (UIC): 201113818, Agency under Unified Identification Unified Identification Code (UIC):
with registered office in the city of Sofia, Code 201113818, with registered 201113818, with registered office in the
Vitosha municipal district, 5A, Nikola office in the city of Sofia, Vitosha city of Sofia, Vitosha municipal district,
Petkov Blvd., Floor 4;
District, 5A, Nikola Petkov Blvd., 5A, Nikola Petkov Blvd., Floor 4 - direct;
Floor 4;
Allterco Pte. Ltd, a company incorporated Teracomm OOD (Ltd.), Unified Allterco Robotics EOOD (Solely-owned
under the laws of Singapore with seat and Identification Code (UIC): LLC), Unified Identification Code
management address: 422 Orchard Road, 131267949, having its registered seat (UIC): 202320104, having its registered
#03-01 Claymore Connect, Singapore and headquarters address in the city of seat and headquarters address in the city
238879 (as of the date of this report, this Sofia 1782, Mladost District, 113A, of Sofia, 103, Cherni vrah Blvd. -
circumstance is no longer relevant);
Tsarigradsko Shose Blvd.,
indirect through ALLTERCO JSCo
Allterco Robotics US (previous company Web Engine OOD (Ltd.), Unified Allterco Europe GmbH, registration
name Global Teracomm Ltd.), USA, with Identification Code (UIC): number HRB 271205, registered office:
seat and management address: 5851 200303120, having its registered seat Lothstr. 5, 80335 München, Germany - –
W.Charleston Blvd. Las Vegas, NV and headquarters address in the city of indirect through ALLTERCO JSCo
89146, USA
Sofia, Sofia 1619, Vitosha District,
5A, Nikola Petkov Blvd.:
Allterco Trading EOOD (Solely-owned
LLC) (former name Allterco Finance
OOD /Ltd./), Unified Identification Code
(UIC): 203348672, having its registered
seat and headquarters address in the city
of Sofia, 103, Cherni vrah Blvd. –
indirect through ALLTERCO JSCo;
Allterco Properties EOOD (Solely-
owned LLC), Unified Identification
Code (UIC): 204639442, having its
registered seat and headquarters address
in the city of Sofia, 103, Cherni Vrah
Blvd. -– indirect through ALLTERCO
JSCo t;
Allterco Co Ltd, a company incorporated
under the laws of Thailand with seat and
management address: 19th Floor,
Ayothaya Tower, Soi Ratchada 18,
Ratchadapisek
Road,
Huaykwang,
Bangkok 10310, Thailand – indirect
through ALLTERCO JSCo (as of
31.12.2021 this circumstance is no
longer relevant);
Allterco Pte Ltd, a company incorporated
under the laws of Singapore with seat and
management address: 422 Ochard Road,
#03-01 Claymore Connect, Singapore
238879 – direct; (that circumstance has
ceased to exist after the end of the
reporting period)
Allterco SDN Ltd., Malaysia, having its
registered seat and headquarters address
in A-3-35B Ioi Boulevard, Jalan Kenari
7, Bandar Puchong Jaya, 47170
PUCHONG, SELANGOR - indirect
through ALLTERCO JSCo;
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INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Allterco Asia Ltd. registration number
91440300MA5GMK2T5B, registered
office number 716, Building A, XingHe
Shiji, Cai Tian road 3069, Gangxia,
Futian, Shenzhen, China
through Allterco JSCo
– indirect
Svetlin Todorov as of 31.12.2021
Participation in the governing and
Participation in the capital of other Companies in which the person
supervisory bodies of other companies, companies
their participation as procurators and
unlimited partners
exercises control
Teracomm
OOD
(Ltd.),
Unified FF Film Haus OOD (Ltd.), Unified Allterco Robotics EOOD (Solely-owned
Code (UIC): LLC), Unified Identification Code
Identification Code (UIC): 131267949 Identification
having its registered seat and headquarters 130627604, having its registered seat (UIC): 202320104, having its registered
address in city of Sofia, 113A, and headquarters address in the city of seat and headquarters address in the city
Tsarigradsko Shose Blvd.,
Sofia, 60, Osogovo Street - direct;
of Sofia, 103, Cherni vrah Blvd. –
indirect through Allterco JSCo;
FF Film Haus OOD (Ltd.), UIC Teracomm OOD (Ltd.), Unified Allterco Europe GmbH, registration
130627604, having its registered seat and Identification Code (UIC): 131267949 number HRB 271205, registered office:
headquarters address in the city of Sofia, having its registered seat and Lothstr. 5, 80335 München, Germany - –
60, Osogovo Street
headquarters address in the Sofia, indirect through ALLTERCO JSCo
113A, Tsarigradsko Shose Blvd. -
20%
Allterco Robotics US (previous company Web Engine OOD (Ltd.), Unified Allterco Properties EOOD (Solely-
name Global Teracomm Ltd.), USA, Identification Code (UIC): owned LLC), Unified Identification
having its registered seat and headquarters 200303120, having its registered seat Code (UIC): 204639442, having its
address in 5851 W. Charleston Blvd, Las and headquarters address in the city of registered seat and headquarters address
Vegas, NV 89146, USA
Sofia, 5A, Nikola Petkov Blvd. - 20% in the city of Sofia, 103, Cherni Vrah
Blvd. – indirect through Allterco JSCo;
Allterco Trading EOOD (Solely-owned
LLC) (Allterco Finance OOD /Ltd./),
Unified Identification Code (UIC):
203348672, having its registered seat and
headquarters address in the city of Sofia,
103, Cherni Vrah Blvd. – indirect
through Allterco JSCo;
Allterco Co Ltd, a company incorporated
under the laws of Thailand with seat and
management address: 19th Floor,
Ayothaya Tower, Soi Ratchada 18,
Ratchadapisek
Road,
Huaykwang,
Bangkok 10310, Thailand – indirect
through Allterco JSC (as of 31.12.2021
this circumstance is no longer relevant);
Allterco Pte Ltd,
a
company
incorporated under the laws of Singapore
with seat and management address: 422
Ochard Road, #03-01 Claymore
Connect, Singapore 238879 – indirect
through
Allterco
JSCo
(that
circumstance has ceased to exist after the
end of the reporting period);
Allterco SDN Bhd., Malaysia, having its
registered seat and headquarters address
in A-3-35B IOI BOULEVARD, JALAN
KENARI 7, BANDAR PUCHONG
JAYA, 47170 PUCHONG, SELANGOR
-indirect through Allterco JSCo;
Page 77 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Allterco Robotics US (previous company
name Global Teracomm Ltd._, USA,
having its registered seat and
headquarters
address
in
5851
W.Charleston Blvd. Las Vegas, NV
89146, USA - direct;
FF Film Haus OOD (Ltd.), Unified
Identification Code (UIC): 130627604,
having its registered seat and
headquarters address in the city of Sofia,
60, Osogovo Street - direct;
Allterco Asia Ltd. registration number
91440300MA5GMK2T5B, registered
office number 716, Building A, XingHe
Shiji, Cai Tian road 3069, Gangxia,
Futian, Shenzhen, China – indirect
through Allterco JSCo
Nikolay Martinov - as of 31.12.2021
Participation in the governing and
supervisory bodies of other
Participation in the capital of other Companies in which the person
companies exercises control
companies, their participation as
procurators and unlimited partners
Unicom Consult EOOD (Solely-owned Unicom Consult EOOD (Solely-owned Allterco Robotics EOOD (Solely-owned
LLC), Unified Identification Code (UIC): LLC), Unified Identification Code LLC), Unified Identification Code
121082655, having its registered seat and (UIC):
121082655,
having
its (UIC): 202320104, having its registered
headquarters address in the city of Sofia registered seat and headquarters seat and headquarters address in the city
1619, Vitosha municipal district, 271, address in the city of Sofia 1619, of Sofia, 103, Cherni Vrah Blvd. -
Tsar Boris III Blvd., Floor 5, Apt. 9;
Vitosha municipal district, 271, Tsar indirect through ALLTERCO JSCo;
Boris III Blvd., Floor 5, Apt. 9 - direct;
Online Media OOD (Ltd.), Unified Online Media OOD (Ltd.), Unified Allterco Properties EOOD (Solely-
Identification Code (UIC):117004285, Identification Code (UIC): 117004285, owned LLC), Unified Identification
having its registered seat and having its registered seat and Code (UIC): 204639442, having its
headquarters address in the town of Ruse headquarters address in the town of registered seat and headquarters address
7000, 6a, PRIDUNAVSKI Blvd., Ruse 7000, 6a, Pridunavski Blvd., in the city of Sofia, 103, Cherni Vrah
Entrance B (2), Floor 1, Apt. 1;
Entrance B (2), floor 1, apt. 1 - direct Blvd. - indirect through ALLTERCO
and indirect through Unicom Consult JSCo;
EOOD (solely- owned LLC), Unified
Identification Code (UIC): 121082655
Inbro OOD (Ltd.), Unified Identification Inbro
OOD
(Ltd.),
Unified Allterco Co Ltd, a company incorporated
Code (UIC): 121003506, having its Identification Code (UIC): 121003506, under the laws of Thailand with seat and
registered seat and headquarters address having its registered seat and management address: 19th Floor,
in the city of Sofia 1619, Vitosha District, headquarters address in the city of Ayothaya Tower, Soi Ratchada 18,
271, Tsar Boris III Blvd., Floor 5;
Sofia 1619, Vitosha municipal district, Ratchadapisek
Road,
Huaykwang,
271, Tsar Boris III Blvd., fl. 5 - direct Bangkok 10310, Thailand – indirect
and indirect through Unicom Consult through ALLTERCO JSCo (as of
EOOD (Solely-owned LLC), Unified 31.12.2021 this circumstance is no
Identification Code (UIC): 121082655; longer relevant)o;
Page 78 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
BIOSEEK JSC, Unified Identification
Impetus Capital OOD (Ltd.), Unified Allterco Pte Ltd, a company incorporated
Code (UIC): 204790412, having its seat Identification Code (UIC): 203592737, under the laws of Singapore with seat
address and management address at: city having its registered seat and and management address: 422 Ochard
of Sofia 1505 Oborishte municipal
district, 42, Ilarion Dragostinov Street,
Apt. 37
headquarters address in the city of Road, #03-01 Claymore Connect,
Sofia 1784, Mladost municipal district, Singapore 238879 - indirect through
Mladost 1 residential district, Block of ALLTERCO JSCo (that circumstance
flats 29А, Entrance А, Floor 8 - direct; has ceased to exist after the end of the
reporting period);
BIODIT
AD
(PLC),
Unified Impetus Partners OOD (Ltd.), Unified Allterco SDN Bhd., Malaysia, having its
Identification Code (UIC): 203854303, Identification Code (UIC): 205679429, registered seat and headquarters address
having its seat address and management having its registered seat and in A-3-35B Ioi Boulevard, Jalan Kenari
address at: city of Sofia 1756, Studentski headquarters address in the city of 7, Bandar Puchong Jaya, 47170
municipal district, 125 Kliment Ohridski Sofia 1784, Mladost municipal district, Puchong, Selangor - indirect through
Blvd. - via IMPETUS CAPITAL OOD Mladost 1 residential district, Block of ALLTERCO JSCo;
(Ltd.), Unified Identification Code (UIC): flats 29А, Entrance А, Floor 8 - indirect
203592737
via Impetus Capital OOD (Ltd.),
Unified Identification Code/Personal
Identification
203592737
Code
(UIC/PIC):
IMVENTURE
I
KDA,
Unified Housmeister
AD,
Unified Allterco Robotics US (previous
Identification Code (UIC): 204870431 Identification Code (UIC): 203037803, company name Global Teracomm Ltd.),
Sofia 1784, Mladost municipal district, having its registered seat and USA, having its registered seat and
Mladost 1 residential district, Block of headquarters address in Sofia region, headquarters
flats 29А, Entrance А, Floor 8, Apt. 38 - Municipality of Kostinbrod, town of W.Charleston Blvd. Las Vegas, NV
as a representative representing legal Kostinbrod 2230, 1 Detelina Street - 89146, USA indirect through
address
in
5851
-
entity - IMPETUS CAPITAL OOD direct
(Ltd.), Unified Identification Code (UIC):
203592737
ALLTERCO JSCo;
IMVENTURE
II
KDA,
Unified UNITED COMMERCIAL OUTLETS, Allterco Trading OOD (Ltd.) (former
Identification Code (UIC): 205737996 Unified Identification Code (UIC): name Allterco Finance), Unified
Sofia 1784, Mladost municipal district, 205329927, having its registered seat Identification Code (UIC): 203348672,
Mladost 1 residential district, Block of and headquarters address in the city of having its registered seat and
flats 29А, Entrance А, Floor 8, Apt. 38 - Sofia 1618, Ovcha Kupel municipal headquarters address in the city of Sofia,
as a representative representing legal district, Ovcha Kupel residential 103, Cherni vrah Blvd. - indirect through
entity - IMPETUS CAPITAL OOD district, Block of flats 48, Entrance ALLTERCO JSCo;
(Ltd.), Unified Identification Code/ B(2) Apt. 47
- indirect through
(UIC): 203592737 ImVenture I KDA, UIC: 204870431
UNITED COMMERCIAL OUTLETS, BROWSWAVE AD (PLC), Unified Unicom Consult EOOD (Solely-owned
Unified Identification Code (UIC): Identification Code (UIC): 204458374, LLC), Unified Identification Code
205329927, having its registered seat and having its registered seat and (UIC): 121082655, having its registered
headquarters address in the city of Sofia headquarters address in the city of seat and headquarters address in the city
1618, Ovcha Kupel municipal district, Sofia city, Serdica municipal – indirect of Sofia 1619, district of Vitosha, 271,
Ovcha Kupel residential district, Block of through ImVenture I KDA, UIC: Tsar Boris III Blvd., Floor 5, Apt. 9 -
flats 48, Entrance B(2) Apt. 47
204870431 and ImVenture II KDA, direct;
UIC: 205737996
IMPETUS CAPITAL OOD (Ltd.), UIC: BIOSEEK JSC, Unified Identification Online Media OOD (Ltd.), Unified
203592737, having its registered seat and Code (UIC): 204790412, having its Identification Code (UIC): 117004285,
headquarters address in the city of Sofia seat address and management address having its registered seat and
1784, Mladost municipal district, at: city of Sofia 1505 Oborishte headquarters address in the town of Ruse
Mladost 1 residential district, Block of municipal
district,
42,
Ilarion 7000, 6a, PRIDUNAVSKI Blvd.,
flats 29А, Entrance А, Floor 8
Dragostinov Street, Apt. 37 - indirect Entrance B (2), Floor 1, Apt. 1 - direct;
through ImVenture I KDA, UIC:
204870431
IMPETUS PARTNERS OOD (Ltd.),
Unified Identification Code (UIC):
205679429, having its registered seat and
headquarters address in the city of Sofia
1784, Mladost municipal district,
Mladost 1 residential district, Block of
Inbro OOD (Ltd.), Unified Identification
Code (UIC): 121003506, having its
registered seat and headquarters address
in the city of Sofia 1619, Vitosha
municipal district, 271, Tsar Boris III
Blvd., Floor 5 - direct;
Page 79 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
flats 29А, Entrance А, Floor 8 - indirect
via Impetus Capital OOD (Ltd.), Unified
Identification Code (UIC): 203592737
BROWSWAVE AD (PLC), Unified
Identification Code (UIC): 204458374,
having its registered seat and
headquarters address in the city of Sofia
city, Serdica municipal district
Impetus Capital OOD (Ltd.), Unified
Identification Code (UIC): 203592737
having its registered seat and
headquarters address in the city of Sofia
city, Mladost 1 residential district, Block
of flats 29А, Entrance А, Floor 8, Apt. 38
- direct;
„ImPuls I“ AD, UIC 206421264, Sofia
1784, district Mladost, Mladost 1, block.
29А, entrance. А, floor 8, ap. 38 – as
representative of IMPETUS CAPITAL
OOD (Ltd.), (UIC): 203592737
Impetus Partners OOD (Ltd.), Unified
Identification Code (UIC): 205679429,
having its registered seat and
headquarters address in the city of Sofia
1784, Mladost municipal district,
Mladost 1 residential district, Block of
flats 29А, Entrance А, Floor 8 - indirect
through Impetus Capital OOD (Ltd.),
Unified Identification Code (UIC):
203592737
BIODIT
AD
(PLC),
Unified
Identification Code (UIC): 203854303,
having its seat address and management
address at: city of Sofia 1756, Studentski
municipal district, 125 Kliment Ohridski
Blvd. - indirect through IMPETUS
CAPITAL OOD (Ltd.), Unified
Identification Code (UIC): 203592737
BIOSEEK JSC, Unified Identification
Code (UIC): 204790412, having its seat
address and management address in the
city of Sofia 1505 Oborishte municipal
district, 42, Ilarion Dragostinov Street,
Apt. 37 – indirect through ImVenture I
KDA, Unified Identification Code
(UIC): 204870431
IMVENTURE
I
KDA,
Unified
Identification Code (UIC): 204870431
Sofia 1784, Mladost municipal district,
Mladost 1 residential district, Block of
flats 29А, Entrance А, Floor 8, Apt. 38 -
indirect through Impetus Capital OOD,
UIC/PIC 203592737
IMVENTURE II KDA, Unified
Identification Code (UIC): 205737996
Sofia 1784, Mladost municipal district,
Mladost 1 residential district, Block of
flats 29А, Entrance А, Floor 8, Apt. 38 -
indirect through Impetus Capital OOD
(Ltd.), Unified Identification Code (UIC)
203592737
UNITED COMMERCIAL OUTLETS
Unified Identification Code (UIC):
205329927 having its registered seat and
headquarters address in the city of Sofia
1618, Ovcha Kupel municipal district,
Ovcha Kupel residential district, Block
Page 80 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
of flats 48, Entrance B(2), Apt. 47 -
indirect through ImVenture I KDA,
Unified Identification Code (UIC):
204870431
BROWSWAVE AD (PLC), Unified
Identification Code (UIC): 204458374,
having its registered seat and
headquarters address in the city of Sofia
city, Serdica municipal district, 14,
Tayga Street
-
indirect through
ImVenture I KDA, Unified Identification
Code (UIC): 204870431 and ImVenture
II KDA, Unified Identification Code
(UIC): 205737996
A4E OOD (Ltd.), Unified Identification
Code (UIC): 203608928, having its
registered seat and headquarters address
in the city of Sofia city, Ovcha Kupel
district, zh.k. Ovcha Kupel 1, block 48,
entrance B, ap. 47, - indirect through
ImVenture I KDA, Unified Identification
Code (UIC): 204870431
„ImPuls I“ AD, UIC 206421264, София
1784, district Mladost, Mladost 1, block.
29А, entrance. А, floor 8, ap. 38 – as
representative of IMPETUS CAPITAL
OOD (Ltd.), (UIC): 203592737
Allterco Asia Ltd. registration number
91440300MA5GMK2T5B, registered
office number 716, Building A, XingHe
Shiji, Cai Tian road 3069, Gangxia,
Futian, Shenzhen, China – indirect
through Allterco JSCo
Allterco Europe GmbH, registration
number HRB 271205, registered office:
Lothstr. 5, 80335 München, Germany - –
indirect through ALLTERCO JSCo
5. Agreements signed in 2020 with the members of the Board of Directors or related to them parties that fall outside
of the usual scope of business activity of the Company or deviate significantly from the market conditions
In 2021, no contracts were concluded with the members of the Board of Directors of the Company or with related persons
who go beyond the ordinary activities of the company or significantly deviate from market conditions.
6. The planned economic policy in the next year, incl. expected investments and staff development, expected income
from investments and development of the Company, as well as forthcoming transactions of material importance
for the Company’s activity
Changes in the economic policy of the Company in 2022 are not foreseen. The revenues of the Company will continue to
be generated mainly from dividends.
It is expected in 2022 the number of employees in the subsidiaries will increase significantly because of
1. the expanding of the market presence
2. increase of the R/D capacity of the subsidiaries
Page 81 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
XIII. AVAILABLE BRANCHES OF THE ENTERPRISE
The Company has no registered branches.
XIV. FINANCIAL INSTRUMENTS USED BY THE COMPANY
Allterco JSCo did not use financial instruments in 2021 to hedge risks from changes in foreign currency exchange rates,
interest rates or uncertainty of cash flows. During the reporting year, the company did not perform currency risk hedging
transactions.
The Company could have exposure to liquidity, market, interest rate, currency and operational risks arising from the use
of financial instruments.
Page 82 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
XV. ADDITIONAL INFORMATION UNDER APPENDIX No 2 AND No 3 TO ORDINANCE No 2 OF FSC
1.
Information about the value and quantity on the main categories of goods, products and/or services provided,
indicating their share in the issuer's sales revenue as a whole and the changes occurring during the accounting
financial year.
Allterco JSCo does not carry out direct production activities. The production activity is carried out by the Issuer’s
subsidiaries.
2.
Information on revenues broken down by category of activity, internal and external markets as well as
information on the sources of supply of materials necessary for the production of goods or the provision of
services reflecting the degree of dependence on each individual seller or buyer/user, in case the relative share
of any of them exceeds 10 per cent of the costs or revenues from sales, information is provided for each person
separately, about their share in the sales or purchases and their relations with the issuer.
Information on revenue, broken down by main categories of activities is presented in the following table:
Table No 13
2019
Thousand
BGN
change
2020
Thousand
BGN
change
2021
Thousand
BGN
REVENUE
%
-100%
-78.1%
-83.4%
%
0%
2 650.0%
2 650.0%
Sales revenue
Other revenue
Total operating revenue
272
851
1 123
0
186
186
0
5 115
5 115
Profit form operation with financial assets
Total financial income
8 475
8 475
-59%
-59%
3 446
3 446
-93%
-93%
250
250
In the last two reporting periods the Company does not report revenue from sales on individual basis. The Company
reports other revenues, which for 2021 mainly includes dividends received (BGN 5,000 thousand) from subsidiaries
In the last three periods the Company reports profit of operations with financial assets.
3.
Information about concluded significant deals
During the reporting period Allterco JSCo has conclude significant transactions within the ordinary scope of business,
which might be considered significant due to their specifics:
✓ During the reporting period Allterco JSCo has established an associated company in China - Allterco Asia
Ltd. with registered office in Shenzhen. The registered capital of the new company is CNY 100 000 and
the participation of Allterco JSCo is 30 % with an option to acquire additional up to 50% and reach a
controlling stake of 80%.
✓ During the reporting period Allterco JSCo, as a seller, has signed with Skylight Venture Capital Pte.
Ltd., as a buyer, an agreement for the sale of the thousand participations of Allterco JSCo in the
subsidiaries ALLTERCO PTE (Singapore), ALLTERCO SDN (Malaysia) and ALLTERCO Co., Ltd.
(Thailand) (Share Purchase Agreement (SPA) as follows:
-
Purchase price: EUR 2 100 000 determined after due diligence and on the basis of an independent
valuation of the sold companies
-
Payment terms:
•
•
•
50% - at completion date after fulfilment of the seller’s obligations;
25% - within 18 months as of the completion date;
25% - within 36 months as of the completion date.
✓ Collateral: first priority pledge of the shares of the capital of ALLTERCO PTE (Singapore) and
ALLTERCO SND (Malaysia) in favor of ALLTERCO JSCo to secure the obligation of Skylight Venture
Capital Pte. Ltd. for the differed payment of 50 % of the purchase price;
The transfer of the shares is subject to registration according to the applicable legislation in the country of registration of
Page 83 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
the respective company.
✓ During the reporting period the Board of Directors of Allterco JSCo has approved the financing of the
activity of the associated company Allterco Asia Ltd as follows: a loan amount up to a limit of EUR
250 000, for a period of 1 year against one-month EURIBOR, increased by 2,7 (two point seven) point of
allowance per year, but not less than 2,7% (two point seven percent) total annual interest, which is accrued
on a 3-month basis to the utilized amount of the loan limit. As of the date of the report, no cash have been
transferred to the associated company in connection with the approved financing.
✓ In reference to additional cash contributions provided by Allterco JSCo to its subsidiary Allterco Trading
EOOD in the amount of 900 000, whereas as of the end of the reporting period the term of the additional
cash contribution provided to Allterco Trading EOOD is extended by another one year.
✓ Allterco JSCo has founded a subsidiary in Germany – Allterco Europe GmbH. The German company has
its seat and registered office in Munich, Germany and capital of EUR 500 000, 100 % held by Allterco
JSCo
4.
Information on transactions concluded between the Issuer and related parties during the reporting period,
proposals for such transactions as well as transactions that are outside its ordinary activity or materially
deviate from the market conditions, where the issuer or its subsidiary is a party with indication of the value
of the transactions, the nature of the relationship and any information necessary to assess the impact on the
Issuer's financial position.
During the reporting period Allterco JSCo did not enter into large transactions with related party, nor did it make or
received offers for such transactions.
During the reporting period the Company did not enter into any related party transactions within the meaning of IAS 24,
except for the following transactions entered into with subsidiaries that are in the ordinary course of business, which
include:
✓ The Company uses cars provided by its subsidiary at a total cost of BGN 17 thousand.
✓ Allterco JSCo has extended the term of the cash contribution of EUR 900 000, that it provided to the subsidiary
Allterco Trading EOOD in 2019. The revenue from interest for the period amounted to BGN 18 thousand.
✓ the Board of Directors of Allterco JSCo has approved the financing of the activity of the associated company
Allterco Asia Ltd as follows: a loan amount up to a limit of EUR 250 000, for a period of 1 year against one-
month EURIBOR, increased by 2,7 (two point seven) point of allowance per year, but not less than 2,7% (two
point seven percent) total annual interest, which is accrued on a 3-month basis to the utilized amount of the loan
limit. As of the date of the report, no cash have been transferred to the associated company in connection with
the approved financing.
5.
Information about events and indicators of unusual for the Issuer nature that have a significant impact on its
activities and its realized revenues and expenses; assessing their impact on results in the current year.
During the reporting period there were no events or indicators in unusual nature for Allterco JSCo. Allterco JSCo is a
joint stock company - holding, whose scope of business includes acquisition, management, assessment and sale of
participations in Bulgarian and foreign companies. Within the scope of its business in 2020, the Company has carried out
a transaction for sale of participations in companies outside its economic group, namely:
✓
Sale of Allterco’s shares in the subsidiary companies ALLTERCO PTE (Singapore), ALLTERCO SDN (Malaysia)
and ALLTERCO Co., Ltd. (Thailand) to Skylight Venture Capital Pte. Ltd. under the following conditions
-
Purchase price: EUR 2 100 000 determined after due diligence and on the basis of an independent
valuation of the sold companies
-
Payment terms:
•
•
•
50% - at completion date after fulfilment of the seller’s obligations;
25% - within 18 months as of the completion date;
25% - within 36 months as of the completion date.
Page 84 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
-
Collateral: first priority pledge of the shares of the capital of ALLTERCO PTE (Singapore) and
ALLTERCO SND (Malaysia) in favor of ALLTERCO JSCo to secure the obligation of Skylight
Venture Capital Pte. Ltd. for the differed payment of 50 % of the purchase price;
The transfer of the shares is subject to registration according to the applicable legislation in the country of registration of
the respective company
✓
Provided financing for the operations of the associated company Allterco Asia Ltd. with the following parameters:
limit of the financing extended - 250 000 EUR, time period - 1 year, interest rate – 1-month EURIBOR+ 2.7% (two
point seven) on annual base, but not less than 2.7% (two point seven percent) annual interest rate which is calculates
on 3-month base on the outstanding part of the loan. As of the date of this report no funds had been transferred to the
associated company.
6.
Information about off-balance-sheet transactions - nature and business purpose, indication of the financial
impact of transactions on the business if the risk and benefits of those transactions are material to the
company and disclosure of such information is material to the Issuer's financial condition.
During the reporting period the Company did not enter into transactions that were conducted off-balance sheet beside
those reported under item 7 Conditional Liabilities of the individual financial statement of the Company.
7.
Information on stake holdings of the Issuer, its main investments in the country and abroad (in securities,
financial instruments, intangible assets and real estate) as well as investments in equity securities outside its
Group of companies within the meaning of the Accountancy Act and the sources/ways of financing.
As of the end of the reporting period, the economic group of Allterco JSCo consists of the following subsidiaries:
The company holds 695 411 shares of the capital of Victory Partners VIII Norway Holding AS (current name Link
Mobility Group Holding ASA, "Link Holding"). The specified number of shares represents the balance of a total of 1 345
180 shares received as part (20%) of the price, under the Share Purchase Agreement (SPA) dated 29.06.2019 for the sale
of the telecommunications business of Allterco JSCo in Europe, concluded with Link Mobility Group AS. As of the date
of this Report there are no restrictions on the free disposal of the specified number of shares.
8.
Information about loan agreements concluded by the company or its subsidiary or parent company, in their
capacity of borrowers, with specification of their terms, including deadlines for repayment, as well as
information on guarantees and commitments.
Allterco JSCo is a borrower under a Mortgage (investment) loan agreement dated 25.08.2017, concluded with
Raiffeisenbank Bulgaria EAD, secured by a guarantee of the subsidiary Allterco Properties EOOD.
Allterco JSCo has assumed joint liability and a guarantee obligation for securing the following bank financing agreements
concluded by its subsidiary Allterco Robotics EOOD with Raiffeisenbank Bulgaria EAD.
Page 85 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
COLLATERAL
provided by the
borrower
Joint debtor/
Guarantor
Amount/
Limit
Financial
conditions
Creditor
Contract
Annex
Debtor
Term
Mortgage on real
estate, owned by
Allterco Properties
EOOD;
Investment
credit
25.08 2017
Contract
pursuant to
Art. 114,
Paragraph 10
of the Public
Offering of
Securities Act
Tera
Communicatio
ns AD -joint
debtor
Fixed interest rate
for the whole period
3% annually;
Pledge of receivables
on all accounts of the
group opened with
the bank;
Annex
1/
31.10.2018
Raiffeisen
bank
Bulgaria
EAD
Allterco
JSCo
(excluded)
EUR
1 620 000
10.05.2029
Allterco
Properties
EOOD - joint
debtor
Management fee
Pledge under
Financial Collateral
Contracts Act;
1-month
EURIBOR,
increased by 2.5
percentage points,
but not less than
2.5%
Overdraft
30.09.2019 -
contract in
accordance
Annex
1/
28.08.2020
Allterco
Robotics
EOOD
Raiffeisen
bank
Bulgaria
EAD
Allterco JSCo -
guarantor
EUR
1 000 000
Pledge of receivables
on bank accounts;
with Art. 114,
Paragraph 10
of the Public
Offering of
Securities Act
29.09. 2022
Management fee;
Commitment fee;
Guarantee issue fee;
Real estate mortgage,
owned by Allterco
Properties EOOD;
Pledge on
receivables on bank
accounts of Allterco
Properties EOOD
and Allterco Trading
EOOD in DSK
Annual interest
formed by variable
interest rate 1-
month
EURIBOR+2.1%,
but not less than
2.1%; Annual
Contract for
standard
investment No
2757 dated
28.09.2020
Allterco
Properties Trading EOOD
EOOD – joint debtor
Allterco
DSK Bank
AD
EUR
450 000
none
28.09.2024
management fee;
Bank.
9.
Information on loan agreements concluded by the Issuer, its subsidiary or parent company, in their capacity
as lenders, including the provision of guarantees of any kind, including to related parties, with specification
of their special terms, including the final payment deadlines, and the purpose for which they were granted.
In 2019 Allterco JSCo has provided to its subsidiary Allterco Trading EOOD additional cash contributions in the amount
of EUR 900 000 each, for a period of 1 year, against an annual interest rate of 1%, the interest being accrued on base of
360 days. The interest income on provided additional cash contributions amounts to BGN 18 thousand. At the end of the
reporting period the term of the additional cash contribution provided to Allterco Trading EOOD was extended by another
one year. The interest rate not paid at the end of the reposting period amounts to BGN 4 thousand.
The Company has decided on the financing the activity of the associated company Allterco Asia Ltd as follows: a loan
amount up to a limit of EUR 250 000, for a period of 1 year against one-month EURIBOR, increased by 2,7 (two point
seven) point of allowance per year, but not less than 2,7% (two point seven percent) total annual interest, which is accrued
on a 3-month basis to the utilized amount of the loan limit. As of the date of the report, no cash have been transferred to
the associated company in connection with the approved financing
Allterco JSCo did not conclude other loan agreements in its capacity of a lender.
The subsidiaries have provided guarantees in the form of joint liability under bank financing agreements, as indicated in
the table in the foregoing item 8.
10. Information on the use of funds from new issue of securities during the reporting period.
In 2020, the Company issued new securities as a result of a successful capital increase through an initial public offering.
In the course of the offer were subscribed and paid 2 999 999 (two million nine hundred and ninety-nine thousand nine
hundred and ninety-nine) dematerialized ordinary registered voting shares with a nominal value of one lev.
As of the end of the reporting period, the Company has spent part of the funds from the new issue of shares, as follows:
✓ Expansion and building of the distribution network: participation in local and international
Page 86 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
exhibitions and registration of a subsidiary in Germany which will build on the distribution
network and develop new sales channels in Western Europe.;
✓ Working capital: increase inventories of production and of critical electronic components for the
manufacturing process.
✓
R&D development: increase of IT and engineering staff; device certification.
11. Comparison between the achieved financial results presented in the financial statements for the financial year
and previously published forecasts.
Allterco JSCo has not published forecasts for the current financial year on an individual basis. The company has published
forecasts for 2021 only on a consolidated basis as part of the Prospectus for public offering of shares from the capital
increase of Allterco JSCo, together with the amendments thereto.
12. Analysis and evaluation of the policy on financial resources management, specifying the capabilities for
servicing the obligations, possible threats and measures that the Issuer has undertaken or is about to
undertake to mitigate the risks.
ALLTERCO JSCo carries out its operational activities in a way that the management of the two-point financial resources
is exclusively subordinated to the maintaining of such a capital structure that will allow the company to combine the
lower risk of using only own funds with the higher efficiency and flexibility of cash flow under conditions of debt
financing so that the Company is able at any time to switch from one type of financing to another, depending on its
specific needs.
In connection with the epidemiological situation in the Republic of Bulgaria and the related measures to combat the
COVID 19 pandemic, the Company has taken appropriate measures to limit the impact of this situation on the business
operation and to ensure continuity of the work and production processes with minimal delay.
Impact of COVID 19 on the business activity:
In 2021, the management continued to successfully implement certain stabilization measures to limit potential negative
impact on the Company's personnel and/or financial position. As a result of these measures (introduction of a hybrid work
option for Group employees; timely resourcing of key production components), the Group is reporting a positive trend in
its business development and expects this trend to continue in 2022.
13. Assessment of the possibilities for realization of investment intentions, indicating the amount of the available
funds and stating the possible changes in the structure of financing this activity.
In 2022 the Company plans to continue investing in the development of Internet of Things through its subsidiaries.
The investment program will be funded with Company’s own cash and raised funds, if necessary.
14. Information on changes that occurred during the reporting period in the key management principles of the
Company and its subsidiaries within the meaning of the Accountancy Act.
During the reporting period, there were no changes in the basic principles for managing the Company and its Group of
companies.
15. Information on the main features of the internal control and the risk management system applied by the
Company in the financial reporting.
A general description of the internal control and risk management system
The Company has a system of internal control and risk management ("the system") that guarantees the effective
functioning of the reporting and disclosure systems as well as an audit committee. The system is built and functioning in
order to identify the risks associated with the Company's activities and their effective management. The Board of Directors
has the primary responsibility and role in establishing the internal control and risk management system. It performs both
managing and guiding function as well as ongoing monitoring.
Page 87 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
The ongoing monitoring by the management consists of assessing whether the system is still appropriate for the company
in a changed environment, whether it operates as expected and whether it adapts successfully to the changed conditions.
The evaluation of selected areas is in line with the company's priorities. The evaluation is also commensurate with the
specifics of the company and the impact of the identified risks.
The Board of Directors monitors the main features and characteristics of the system, including identified incidents and
the respective applied corrective actions.
The Audit Committee assists the Board of Directors in the exercise of their control functions and powers with regard to
the financial reporting process, the internal control system, the audit process and monitoring on compliance with the
provisions of applicable national and European legislation, as well as the company's internal policies. The Audit
Committee holds regular meetings, fulfilling the functions assigned to it by law and the General Meeting of Shareholders
in accordance with the adopted Statutes.
Control environment
The control environment includes the functions of general management, as well as the attitude, awareness and actions of
the corporate management pertaining to internal control.
•
Commitment for competence. The Board of Directors of the company, as well as those involved in the internal
control and risk management process, have the relevant knowledge and skills necessary to perform the tasks that
their subordinates perform. The executive members of the Board of Directors of the company take care to monitor
the levels of competence required for the specific jobs and the ways in which those competences become
necessary requisites.
•
Participation of persons involved with general management. The control environment is greatly influenced
by the people involved in the general management, namely the Board of Directors. The responsibilities of the
members of the Board of Directors are stated in the Statutes of the company and the management contracts. In
addition, the Executive Members of the Board of Directors are also responsible for the supervision of the
effective functioning of the early warning procedures and of improving the company's internal control.
•
•
Philosophy and operational style of the management. The philosophy and operational style of the
management cover a wide range of characteristics. The attitudes of the members of the Board of Directors and
their actions in relation to financial reporting are manifested through the choice of more conservative accounting
principles.
Organizational structure Establishing an appropriate organizational structure involves defining an appropriate
number of hierarchical levels and defining the basic powers and responsibilities for each of these levels. The
Board of Directors assesses the appropriateness of the organizational structure of the company, taking into
consideration the size and nature of the activities performed.
•
•
Assignment of powers and responsibilities. When assigning powers and responsibilities of the employees in
the companies, the management shall take into account the applicable business practices, knowledge and
experience of employees and available resources available in the Company.
Policies and practices related to human resource. When recruiting staff, the Executive members of Board of
Directors focus on qualifications, previous professional experience, past accomplishments, and evidence of
integrity and ethical conduct. The purpose of corporate management is to hire competent and reliable employees.
Risk assessment process for the Company
The process of risk assessment is the basis on which the Board of Directors of the Company determines the risks to be
managed.
The Board of Directors of the Company identifies the following types of risk that affect the Company and its activities:
general (systematic) and specific (non-systematic) risks.
Systematic risks are related to the macro environment in which the Company operates, which is why in most cases they
cannot be controlled by the management team.
Non-systematic risks are directly related to the activities of the Company and depend mainly on corporate governance.
To minimize them, we rely on increasing the efficiency of internal company planning and forecasting, which provides
opportunities to overcome possible negative consequences of a risky event.
Page 88 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
Each of the risks related to the country - political, economic, credit, inflation, foreign exchange, has its own significance,
but the interaction between them forms a comprehensive picture of the main economic indicators, market and competitive
conditions in the country in which each company operates.
A detailed description of the risks typical for the activity of ALLTERCO JSCo is presented in the section MAIN RISKS,
WHICH THE COMPANY FACES in this activity report.
16. Information about the changes in the Board of Directors of the Company in 2020
During the reporting period, no changes were made to the Board of Directors of the Company and with a decision of the
General Meeting of Shareholders dated 21.09.2020 the mandate of the Board of Directors with the same members was
extended with a new 5-year term.
As of the end of the reporting period, the members of the Board of Directors are:
•
•
•
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Nikolay Angelov Martinov
17. Information on the amount of remuneration, rewards and/or additional benefits of each member of the Board
of Directors for the financial year paid by the Company and its subsidiaries, regardless of whether they were
included in the Company's expenses or are attributable to distribution of profits, including:
A) received amounts and non-monetary remunerations
During the reporting period, the members of the Board of Directors received remuneration in the total amount of BGN
130 in accordance with the effective Remuneration Policy.
•
•
•
Dimitar Stoyanov Dimitrov - BGN 48 thousand
Svetlin Iliev Todorov - BGN 48 thousand
Nikolay Angelov Martinov - BGN 34 thousand
During the reporting period the following members of the Board of Directors received remuneration from subsidiaries:
•
•
Dimitar Stoyanov Dimitrov - BGN 488 thousand
Svetlin Iliev Todorov - BGN 353 thousand
The members of the Board of Directors did not receive any non-cash benefits during the reporting period.
B) contingent or deferred wages arising during the year, even if the remuneration is due at a later date;
As of the end of the reporting period, Allterco JSCo has no conditional or deferred remunerations incurred during the
year, including remuneration that is due at a later date.
C) an amount owed by the Company or its subsidiaries for the payment of pensions, retirement benefits or other
similar benefits.
As of the end of the reporting period, the Company does not report amounts due for payment of pensions, retirement
benefits or other similar benefits.
18. Information about shares owned by members of the Board of Directors, procurators and senior management,
including the shares held by each of them as a percentage of the shares of each class, as well as options
provided by the Company on securities - the type and size of the securities on which the options are issued,
the exercise price, the purchase price, if any, and the term of the options.
As of the end of the reporting period, the shares held by members of the Board of Directors of ALLTERCO JSCo are:
Table No 14
Name
PERCENTAGE OF THE CAPITAL
Svetlin Todorov
Dimitar Dimitrov
Nikolay Angelov Martinov*
32,48 %
32,48 %
0 %
Page 89 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
* * Nikolay Martinov has no direct interest in the capital of the Issuer. The companies Unicom Consult EOOD, in which
he is the sole owner of the capital and manager, Impetus Capital OOD and Impetus Partners OOD, in which he is a partner
respectively with 50% and 43,75 % of the capital and manager, as well as Imventure I KDA and Imvencher II KDA, in
which he is a representative of the legal entity - "IMPETUS CAPITAL" OOD, have respectively: "Unicom Consult
“EOOD – 84,750 shares (0.47%), Impetus Capital OOD 27,000. shares and 162,000 voting rights (0.9%), Impetus
Partners OOD 405,000 shares (2.25%) ImVenture I KDA 123,288 shares (0.68%), Imventure II KDA - 68,493. shares
(0.38%) in the capital of Allterco JSCo and a total 708,531 number of shares and 843,531 voting rights (4.686%) of the
voting rights in its General Meeting.
19. Information for the commitments known to the Company (including after the end of the financial year), which
in the future may result in changes in the relative portion of shares or bonds held by present shareholders or
bondholders.
The company is not aware of any commitments that may in the future result in a change in the number of shares or bonds
held by current shareholders.
In October 2020, the majority shareholders and members of the Board of Directors - Svetlin Iliev Todorov and Dimitar
Stoyanov Dimitrov concluded an Agreement for blocking the currently owned by them a total of 11 552 240 shares of
the company's capital for a period of 3 years, as of the date of entry of the capital increase in the Commercial Register.
According to the terms of the agreement, the 6-months lock-up period expired as at the end of the reporting period and
the majority shareholders are currently entitled to trade up to 7% of their shareholdings. Svetlin Iliev Todorov and Dimitar
Stoyanov Dimitrov have agreed between themselves and in favor of the public listed company. The agreement is still in
force during the reporting period.
20. Information on pending litigation, administrative or arbitration proceedings concerning payables or
receivables of the Company amounting to at least 10 percent of its equity.
In connection with the sale in 2019 of five subsidiaries to Link Mobility Group AS, the buyer did not fulfil its obligation
to pay the remaining 20% of the price (BGN 3 053 thousand), which was due in August 2021 and as at the end of the
reporting period was not paid. Allterco JSCo has decided to undertake the necessary measures for collection of the due
amount in accordance with the procedure agreed under the Share Purchase Agreement and namely – by filing a law suit
before the Vienna International Arbitral Center
21. Information on the Investor Relations Director, including telephone and correspondence address
For Bulgaria
Denitsa Stefanova
Tel: +359 2 9571247 e-mail: investors@allterco.com
For Germany
CROSS ALLIANCE communication GmbH, Sven Pauly
Tel: +49 89 125 09 0331, E-Mail: sp@crossalliance.de
www.crossalliance.de
22. Non-financial declaration under Article 41 of the Accounting Act - for financial statements on an individual
basis, respectively under Article 51 of the Accounting Act - for financial statements on a consolidated basis,
where applicable.
The Company has no obligation for non-financial reporting.
23. Other information at the discretion of the Company
Other circumstances which the Company considers may be relevant to the investors in deciding whether to buy, sell or
continue to hold shares are disclosed publicly, including in the Company's Report on Business Activities and the Notes
to the financial statements.
Page 90 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
XVI. CHANGES IN THE PRICE OF THE COMPANY’S SHARES
Date
Volume
Turnover
Highest
value
Lowest
value
Opening
value
Closing value
30.12.2021
30.11.2021
29.10.2021
30.09.2021
31.08.2021
30.07.2021
30.06.2021
31.05.2021
29.04.2021
31.03.2021
26.02.2021
29.01.2021
184925
227350
130242
96202
51497
32713
87283
68960
177039
150097
131599
1040688
4 277 266,800
5 662 099,900
2 481 955,300
1 786 979,700
900 197,700
25,400
28,800
20,600
20,800
17,900
18,400
17,900
16,000
14,900
11,100
9,450
19,700
19,700
17,200
17,100
16,900
16,600
15,800
13,700
11,000
9,000
24,800
19,700
20,600
17,400
17,700
17,100
15,900
14,400
11,100
9,200
24,800
25,200
19,700
20,600
17,400
17,700
17,100
15,900
14,400
10,900
9,200
578 825,400
1 476 797,500
1 026 272,200
2 312 406,600
1 477 504,850
1 190 116,700
7 017 515,900
8,750
6,500
8,850
6,850
9,250
8,700
Source: Investor.bg
Information on the trading in the shares of Allterco JSCo during the reporting period on the Frankfurt Stock Exchange
is available at https://www.boerse-frankfurt.de/equity/allterco-jsco/price-history/historical-prices-and-volumes
Digitally signed by Dimitar
Stoyanov Dimitrov
Date: 2022.03.25 19:52:59
+02'00'
Date: 25 March 2022
Dimitar Stoyanov
Dimitrov
Executive Director:
/Dimitar Dimitrov/
Page 91 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
XVII. INFORMATION ABOUT THE PUBLIC COMPANY UNDER ANNEX 3 TO ORDINANCE No 2 BY THE
FINANCIAL SUPERVISION COMMISSION
1. Information on securities not admitted to trading on a regulated market in the Republic of Bulgaria or another
Member State
As of the end of the reporting period, the capital of Allterco JSCo amounts to BGN 17 999 999 (seventeen million nine
hundred and ninety-nine thousand nine hundred and ninety-nine) divided into 17 999 999 (seventeen million nine hundred
and ninety-nine thousand nine hundred and ninety-ninety) ordinary registered, dematerialized voting shares with a
nominal value of BGN 1 each. All shares of the company are of one class and each share gives the right to one vote in
the General Meeting of Shareholders, the right to dividend and liquidation share, proportional to the nominal value of the
share.
The Company has not issued any shares that are not admitted to trading on a regulated market in the Republic of Bulgaria
or another Member State. As at the end of the reporting period, the Company's entire share issue was listed for trading on
the Bulgarian Stock Exchange and the Frankfurt Stock Exchange
2. Information on the direct and indirect ownership of 5 per cent or more of the voting rights in the general
meeting of the company, including details of the shareholders, the size of their shareholding and the manner
in which the shares are held
As of the end of the reporting period, the capital structure of ALLTERCO JSCo is as follows:
Table No 15
PERCENTAGE OF THE
SHAREHOLDER
CAPITAL
Svetlin Todorov
Dimitar Dimitrov
32.48%
32.48%
35,04 %
Other individuals and legal entities
3. Details of shareholders with special control rights and description of these rights
Allterco JSCo has no shareholders with special controlling rights
4. Agreements between the shareholders which are known to the Company and which may result in restrictions
on the transfer of shares or voting rights
The Company is not aware of any other shareholders' agreements in force at the date of this document which may result
in restrictions on the transfer of shares or voting rights other than those referred to in paragraph XV (point 19) above.
5. Substantial contracts of the Company that are effective, altered or terminated due to a change in the Company
control in the course of a mandatory tender offer and the consequences thereof, unless the disclosure of such
information could cause serious damage to the Company; exception under the preceding sentence shall not
apply in cases where the Company is obliged to disclose the information under the law
The Company has not entered substantial contracts that are effective, amended or terminated due to change in the
Company control in the course of a mandatory tender offer.
Digitally signed by Dimitar
Stoyanov Dimitrov
Dimitar Stoyanov
Date: 25 March 2022
Date: 2022.03.25 19:53:22
Dimitrov
+02'00'
Executive Director:
(Dimitar Dimitrov)
Page 92 of 115
INDIVIDUAL ANNUAL ACTIVITY REPORT AS OF 31 DECEMBER 2021
INFORMATION PURSUANT TO ART. 10, ITEM 4 OF REGULATION NO. 2 OF THE FINANCIAL
SUPERVISION COMMISSION REGARDING THE PUBLISHED INSIDE INFORMATION UNDER ART. 7
OF REGULATION (EC) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16
APRIL 2014 ON MARKET ABUSE (MARKET ABUSE REGULATION) AND THE NEWS AGENCY OR
OTHER MEDIA CHOSEN BY THE ISSUER THROUGH WHICH THE COMPANY MAKES THE INSIDE
INFORMATION PUBLIC
Detailed information on significant events that occurred during the reporting period for ALLTERCO JSCo, including
inside information within the meaning of Article 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), as well as other information that could be
relevant for investors is regularly disclosed by the Company in accordance with regulatory requirements (“regulated
information”). The Company is disclosing the regulated information to the public through a selected information medium.
All information provided to the media in full unedited text is available at: http://www.x3news.com/ The required
information is submitted to the FSC - through the unified electronic information submission system established and
maintained by the FSC - e-Register. The information is also available on the Company's website at:
https://allterco.com/en/INVESTORS/ , containing a dedicated section about the inside information for the reporting year
available in at https://allterco.com/en/INVESTORS/вътрешна-информация-и-уведомления-2022-г/
Date: 25 March 2022
Digitally signed by Dimitar
Stoyanov Dimitrov
Dimitar Stoyanov
Date: 2022.03.25 19:53:43
Dimitrov
+02'00'
Executive Director
/Dimitar Dimitrov/
Page 93 of 115
REPORT
ON THE IMPLEMENTATION OF THE REMUNERATION POLICY
FOR THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
reporting period
Financial Year 2021
on the grounds of art. 13 of Ordinance No. 48 of the Financial Supervision Commission of 20 March 2013 on
remuneration requirements
This report was prepared by the Board of Directors of ALLTERCO JSCo in compliance with the provisions
of art. 13 in connection with art. 12, par. 1 of ORDINANCE No. 48 of the Financial Supervision Commission of 20
March 2013 on remuneration requirements; this is an independent document which is part of the annual financial
statement of the company by 31 Dec. 2021. The report contains a review of the method of implementation of the
remuneration policy in 2021 (the reporting year) and information on the implementation of the remuneration policy
for the next year is annexed to it.
Page 94 of 115
1. Information on the process of decision-making on remuneration policy, including, if applicable, information on
the mandate and members of the remuneration committee, names of external consultants whose services are used
when determining remuneration policy
The remuneration policy for the members of the Board of Directors of ALLTERCO JSCo as well as amendments and
additions thereto are prepared by the Board of Directors of the company and approved by the General Meeting of
Shareholders.
The current Policy was prepared by the Board of Directors of the company in compliance with regulatory requirements.
The policy was approved by the regular annual General Meeting of Shareholders held on 28 June 2021. The applicable
Remuneration policy is in force as of 28 June 2021 and repeals the Remuneration Policy, adopted by a Decision of the
General Meeting of Shareholders taken on 27.06.2017 and amended by a Decision of the General Meeting of Shareholders
taken on 21.09.2020.
Pursuant to the valid remuneration policy for the members of the Board of Directors of ALLTERCO JSCo, the company
has no remuneration committee. The Board of Directors has not used external consultants in the process of determining
the policy.
The Remuneration policy of the members of the Board of Directors of Allterco JSCo, as well as any amendments and /
or supplements or revisions, shall be developed by the Board of Directors of the company and adopted by the Company
by a decision of the General Meeting of Shareholders, by including a separate item on the agenda announced in the
convocation of the General meeting. A description and explanation of the significant changes and the way in which the
results of the General Meeting votes were taken into account, the opinions of the shareholders and the minutes of the
General Meetings at which the Remuneration policy was considered and voted are reflected in Appendix 1 to this Policy,
an integral part thereto.
The Company shall disclose the Remuneration Policy of the members of the Board of Directors and any subsequent
changes in a clear and accessible manner, without disclosing sensitive commercial information or other information
constituting a secret protected by law, by publishing it on the Company's website. The adopted Remuneration Policy with
the date of its adoption and the date of its entry into force and the results of the voting at the General Meeting is published
on the Company's website and is available free of charge while it is in force
The Remuneration Policy shall be reviewed, amended and / or supplemented at least once every 4 years as well as when
substantial changes and / or additions to it are necessary or it is necessary to achieve the objectives set out therein.
During the reported financial year ALLTERCO JSCo applied the remuneration policy for the members of the Board of
Directors in compliance with regulatory requirements for public companies, its objectives, long-term interests and strategy
for future company development as well as its financial and economic status in the context of national and European
economic environment.
2. Information on the relative weight of the variable and permanent remuneration of the members of the
management and supervisory bodies
Pursuant to the valid Remuneration Policy for the members of the Board of Directors of ALLTERCO JSCo, through the
reporting financial year the Company paid the members of the Board of Directors permanent remuneration which amount
was approved by the General Meeting of Company Shareholders, considering the following:
•
the obligations, the degree of workload, commitment and loyalty of the members of the Board of Directors in
the management of the Company, as well as the contribution of each member of the Board of Directors in the
activity and the results of the Company;
•
•
the possibility for selection and retention of qualified and loyal members of the Board of Directors;
the presence of compliance of the interests of the members of the Board of Directors and the long-term interests
of the Company.
The permanent remuneration (salary) is not related to the achievement of certain results.
The amount of remuneration is in accordance with the main activity of ALLTERCO JSCo and revenues from company
operation, taking into account that as a holding pursuant to art. 277 and art. 278 of the Companies Act the company has
no production or commercial activities of its own but forms its income mainly from dividends and management fees from
its subsidiaries.
In view of the financial and economic situation of the Company, as well as considering the specific commitment of each
of the members of the Board of Directors of the Company, until the adoption of a new decision by the General Meeting
of Shareholders of the Company, the monthly remuneration of the boards shall be defined, regardless of the presence or
absence of an executive function, as follows:
Page 95 of 115
•
•
total gross monthly remuneration of the members of the Board of Directors - in the total amount of
BGN 15,000.00 (fifteen thousand BGN), as
the monthly remuneration of each of the members of the Board of Directors amounts to BGN
5,000.00 (five thousand levs) for each of them.
Thus as determined, the fixed remuneration represents a sufficiently large part of the total remuneration of each of the
members of the Board of Directors, which allows the implementation of a flexible policy by the Company regarding the
variable remuneration, including the possibility not to be paid when the criteria are no met, as well as in case a significant
deterioration in the financial condition of the company occurs.
In the reported financial year ALLTERCO JSCo did not pay any additional remuneration to the members of the Board of
Directors.
In the reporting period the General Meeting of the Shareholders has approved a Remuneration Scheme based on shares
of the company for the members of the Board of Directors for 2021.Up to date has not paid any share-based remuneration
in execution of this Scheme.
The Board of Directors shall annually propose for approval by the General Meeting of Shareholders a Remuneration
Scheme, which shall determine the amount of the remunerations and the criteria for their provision by indicating the
specific indicators and their values.
Annually the Board of Directors shall propose for voting by the General Meeting the provision to the executive board
members of remuneration in shares for the past reporting period, according to the scheme for remuneration in shares
approved by the General Meeting.
The decision to grant the executive members of the Board of Directors remuneration in shares shall be taken by the
General Meeting of Shareholders, and the approval shall have as a subject a specific scheme for remuneration in shares.
The terms of the Scheme have been determined with reference to the Group's development strategy and are the same for
all executive members of the Board having regard to their roles, their interrelationship and the overall outcome for the
Company and its Group companies achieved on that basis.
The fulfilment of the conditions for granting the remuneration in shares is reported by the Board of Directors and approved
by the General Meeting of Shareholders, and the specific number of shares to be granted is determined according to the
degree of fulfilment of the criteria.
3. Information on the criteria for achieved results that are the grounds for receiving share options, company shares
or other type of variable remuneration and explanation of the way the criteria in art. 14, par. 2 and 3 of Ordinance
48 contribute to long-term company interests.
According to the applicable Remuneration Policy the Company may pay to the executive members of the Board of
Directors (those representing the Company as entered in the Commercial Register at the Registry Agency, in accordance
with the Policy) the variable remuneration in shares or rights for shares in order to directly engage the management in
achieving the long-term corporate goals. No payment of variable remuneration is provided to the non-executive board
members.
The variable remuneration in shares may be paid on the basis of a Scheme approved by the General Meeting of
Shareholders and the fulfilment of the conditions set out therein for the receipt of the variable remuneration.
The grant of variable remuneration in shares is made on the basis of objective and measurable criteria of the performance
achieved by the executive members of the Board of Directors that promote the long-term sustainability of the Company
and include both financial and non-financial indicators.
The assessment of the performance of financial and non-financial performance indicators is made annually by the General
Meeting of Shareholders on the basis of the Company's annual consolidated financial statements certified by a registered
auditor, the Company's consolidated management report and the appendices thereto, and other relevant information.
According to the applicable 2021 Share-Based Remuneration Scheme, the following performance criteria must be met:
1. Financial criteria - the achieved average market capitalization of the company based on statistics of the Bulgarian
Stock Exchange at the end of the financial year 2021, which until the date preceding the date of the decision of
the Board of Directors to convene a General Meeting of Shareholders, including agenda item for the provision
of remuneration in shares, has remained relatively unchanged and has not fallen by more than 10% ( When
calculating the capitalization for the purpose of implementing the Scheme, capital increases occurred during
the period will not be taken into account. (excluding capital increases for the purposes of incentive programs
for provision of shares to employees), and if any, these are eliminated in calculating the capitalization)
The realization of the set financial criteria contributes to the long-term interests of the Company by ensuring
sustainable growth in the Company's value based on its performance and maintaining investor confidence.
Page 96 of 115
2. The Non-financial criteria include the accomplishment of any of the following strategic projects alternatively:
-
-
-
listing of the shares of Allterco JSCo on a foreign regulated market; or
sale of the Asian telecommunications business of the Company; or
placing new devices on the market.
The implementation of the set non-financial criteria contributes to the long-term interests of the Company by ensuring:
-
-
-
a definitive restructuring of the business by concentrating it entirely and exclusively in the IoT area;
attracting foreign investors;
sustainable growth and development of the business by expanding the device portfolio and providing access to
new markets;
4. Explanation of methods applied for the assessment of performance criteria
The Scheme defines the indicators of the non-financial and financial criteria (the respective number of shares for each
performance level) and its weighting in the total variable remuneration as follows
The specific number of shares for the financial criteria depends on the stage of performance. The number of shares for
each stage of performance of the financial criteria is added to the number of shares from the previous stage of performance.
5. Explanation of the relation between remuneration and achieved results
According to the Remuneration Policy, the permanent remuneration is not linked to the performance.
Such a link exists in respect of the variable remuneration in shares as described in the preceding paragraph 4, here above.
6. Basic payments and explanation of the annual scheme of payment of bonuses and/or other non-monetary
additional compensations
The amount of basic payments is fixed in the Remuneration Policy; it contains no options for payment of bonuses and/or
other non-monetary additional compensations.
7. Description of basic parameters of the additional voluntary pension insurance scheme and information on
installments paid and/or due by the company in favor of the director for the relevant financial year, as applicable.
The company has no obligation for paying additional voluntary pension insurance for the members of the Board of
Directors of ALLTERCO JSCo and the company is not obliged to make installments in favor of the directors for the
reported financial year.
8. Information on periods of delay of payment of variable remuneration
By 31.12.2022, after reviewing the achieved results, the General Meeting of the Shareholders approves the fulfillment of
the criteria under the current Scheme for 2021 and decides on the provision of the specific remuneration in shares. The
actual transfer of the shares is carried out within the legally established terms - at the earliest three years after the date of
the decision of the General Meeting of Shareholders to grant the remuneration.
Page 97 of 115
9. Information on the compensation policy in case of contract termination
In accordance with the requirement of Section IV of the current Remuneration Policy for the members of the Board of
Directors of ALLTERCO JSCo, the following conditions and compensations are provided for the termination of the
contracts with the executive members of the Board of Directors.
•
Upon termination of the contract with a member of the Board of Directors of the Company, who
represents the Company according to an entry in the Commercial Register at the Registry Agency, due
to expiration and non-renewal of the term for which he was elected, the Company shall not be obliged
to pay a termination payment.
•
The maximum amount of the termination payment due by the Company, other than the termination
payments determined by law (when applicable) in case of early termination of the contract with a
member of the Board of Directors, who represents the Company according to an entry in the
Commercial Register at the Registry Agency, may not exceed the total amount of the monthly
remuneration due for the remainder of the period of the contract, but does not exceed 24 months. The
amount of the termination payment shall be agreed in the contract or in an addition agreement between
the parties and may not exceed the amount specified in this Policy.
•
In case of non-compliance with the notice period by the Company in the event of early termination of
the contract with a Member of the Board of directors representing the company, the due termination
payment may not exceed the outstanding monthly remunerations for the unobserved time limit of the
notice and 9 monthly remunerations, but no more than 12 monthly salaries in total. The amount of the
termination payment shall be agreed in the contract or in an agreement between the parties and may not
exceed the amount specified in this Policy.
•
•
The total amount of the termination payments shall not exceed the amount of the paid annual fixed
remunerations to the person for 2 years.
The termination payment shall not be due in case the termination of the contract is due to inadequate
performance and / or default on part of the respective Director.
10. Information on the period when shares may not be transferred and share options may not be exercised, in case
of variable remuneration based on shares
The current Board Share-based Remuneration Scheme 2021 does not provide for a lock-up period after the actual transfer
of the shares.
11. Information on the policy of keeping a certain number of shares until the end of the mandate of the members
of the managing and supervisory bodies after expiry of the period in cl. 10
Both the Remuneration Policy and the Share-based Remuneration Scheme 2021 do not provide for a number of shares to
be retained until the end of the term of office.
12. Information on the contracts of the members of the managing and supervisory bodies, including the term of
each contract, period of notice on termination and details on compensations and/or other payments due in case of
early termination
The chairperson of the Board of Directors and the deputy-chairperson who is also executive director perform their
functions on the grounds of contracts with 2-month notice of termination. The obligations of the independent members
of the Board of Directors start with their entry in the Companies Register. All members of the Board of Directors are
appointed by the General Meeting of Shareholders with a 5-year mandate and without limit to further appointments.
Details on compensations and/or other payments due in case of early termination are set in the Remuneration Policy of
the Board of Directors.
13. Full amount of remuneration and other incentives for the members of the Board of Director for the relevant
financial year
The members of the Board of Directors of ALLTERCO JSCo received the following remuneration for 2021:
Table No. 16
Full name
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Position
Executive Director
Chairman of the Board of
Directors
Gross/thousand BGN
48
48
34
Nikolay Angelov Martinov
Independent member
Page 98 of 115
* For the period from 01.01.2021 to 30.06.2021, the members of the Board of Directors were remunerated in accordance
with the Remuneration Policy in force during this period, adopted on 27.06.2017 and amended on 21.09.2020. The
General Meeting of Shareholders adopted a change in the remuneration of the members of the Board of Directors,
according to which the corresponding accruals were made for the period 01.07.2021 - 31.12.2021.
To date the members of the Board of Directors of the Company did not receive other incentives for 2021. Based on the
Board of Directors' Share-Based Remuneration Scheme for 2021 approved by the General Meeting, Mr. Dimitar Dimitrov
and Mr. Svetlin Todorov may be allocated additional share-based remuneration based on their financial and non-financial
performance for 2021 in compliance with the procedure set in the Remuneration Policy.
During the reported financial year part of the members of the Board of Directors received remuneration from subsidiaries
for other functions performed in these companies under employment or other employment relations, as follows:
Table № 17
Full name
Gross/thousand
BGN
488
353
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
14. Information on the remuneration of persons who have been members of a management or supervisory body of
a public company for a specified period during the reported financial year:
(a) the full amount of the person's remuneration paid and/or accrued for the reported financial year
The members of the Board of Directors of ALLTERCO JSCo. received the following remuneration for 2021 paid by
ALLTERCO JSCo:
Table № 18
Full name
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
Position
Executive Director
Chairman of the BD
Independent member
Gross/thousand BGN
48
48
34
Nikolay Angelov Martinov
* For the period from 01.01.2021 to 30.06.2021, the members of the Board of Directors were remunerated in accordance
with the Remuneration Policy in force during this period, adopted on 27.06.2017 and amended on 21.09.2020. The
General Meeting of Shareholders adopted a change in the remuneration of the members of the Board of Directors,
according to which the corresponding accruals were made for the period 01.07.2021 - 31.12.2021.
In 2021 the members of the Board of Directors of the Company did not receive any non-cash remuneration. The Company
has no contingent or deferred liabilities incurred during the year, even if the remuneration is due at a later stage. As of
31.12.2021 ALLTERCO JSCo has no any liabilities for pensions or retirement benefits.
In 2021 the members of the Board of Directors of the company received remuneration for their positions in subsidiaries.
(b) remuneration and other cash and non-cash incentives received by the person from other companies in the
group:
During the reported financial year part of the members of the Board of Directors received from subsidiaries remuneration
for other functions performed in these companies under employment contracts or other employment relations, as follows:
Table № 19
Full name
Gross/thousand
BGN
488
353
Dimitar Stoyanov Dimitrov
Svetlin Iliev Todorov
(c) remuneration received by the person in the form of profit distribution and/ or bonuses and grounds for
their payment
In 2021, none of the members of the Board of Directors of ALLTERCO JSCo received remuneration from the company
in the form of profit distribution and/ or other bonuses.
(d) All additional payments for services provided by the person outside his usual functions, where such
payments are eligible under his contract
The contracts with the members of the Board of Directors of ALLTERCO JSCo provide for no additional payments for
services provided by them outside their usual functions.
Page 99 of 115
(e) compensation paid and/ or accrued on termination of his functions during the last financial year
In 2021, no compensation was paid for the dismissal of members of the Board of Directors.
(f) overall assessment of all non-cash benefits equivalent to remuneration other than those referred to in
clauses (a) to (e)
In 2021 none of the members of the Board of Directors of ALLTERCO JSCo received non-cash remuneration in addition
to those specified in clauses (a) to (e).
(g) information on all loans granted, payments for social and household expenses and guarantees from the
company or its subsidiaries or other companies that are subject to consolidation in its annual financial
statements, including data on the outstanding balance and interest
In 2021, there are no loans, payments for social and household expenses and guarantees provided by the company or its
subsidiaries or other companies to any of the members of the Board of Directors of ALLTERCO JSCo, that are subject
to consolidation in its annual financial statements.
15. Information regarding shares and/or share options and/or other share-based incentive schemes:
According to the applicable Remuneration Policy the Company may pay to the executive members of the Board of
Directors (those representing the Company as entered in the Commercial Register at the Registry Agency, in accordance
with the Policy) the variable remuneration in shares or rights for shares in order to directly engage the management in
achieving the long-term corporate goals. No payment of variable remuneration is provided to the non-executive board
members.
The variable remuneration in shares may be paid on the basis of a Scheme approved by the General Meeting of
Shareholders and the fulfilment of the conditions set out therein for the receipt of the variable remuneration.
The variable remuneration in shares is subject to ordinary, registered, dematerialized shares in the capital of ALLTERCO
JSCo, (stock code A4L, ISIN BG1100003166), with voting rights and par value of 1 BGN each. No privileges or
restrictions are envisaged on the rights incorporated in the shares after their transfer. The shares are traded simultaneously
on the Bulgarian Stock Exchange and the Frankfurt Stock Exchange.
16. Annual change in the remuneration, the results of the company and the average amount of remuneration on
the basis of full-time work of company employees, who are not directors, during at least five previous financial
years is as follows:
Annual change in the remuneration, company results and the average amount of remuneration based on full-time work of
company employees who are not directors, during the at least five previous financial years
2021
2016
2017
2018
2019
2020
Change in the remuneration
Number of employees, excluding BoD
members
4
4
4
4
4
4
Salary expense, incl. social security
contributions, BGN
208 092 224 015 230 507 374 100 245 627 298 929
annual % change
7.7%
2.9%
62.3% -34.3%
21.70%
74 732
Average annual remuneration/employee,
BGN
52 023
56 004
57 627
93 525
61 407
Company results
Total revenue (incl. financial), thousand
BGN
Net profit on individual basis, thousand
BGN
1 472
74
1,666
549
1 598
713
9 598
4 483
3 632
2 330
5 365
3 270
Salary Expense as % of the revenue
14%
13%
14%
4%
7%
6%
In 2021, there is a decrease in employee salary costs as a percentage of revenue. Salary costs have increased by an average
of about 7.45% on an annual basis in the period 2016 - 2021, except in 2019 when the growth was higher due to the
bonuses paid in relation to the successful completion of the sale of 5 subsidiaries.
Page 100 of 115
17. Information on exercising the possibility to demand a refund of paid variable remuneration
According to the current Remuneration Policy, there is no provision for payment of variable remuneration to the members
of the Board of Directors.
18. Information on all deviations from the procedure for the implementation of the Remuneration Policy in
connection with extraordinary circumstances under Art.11, para.13, including an explanation of the nature of the
extraordinary circumstances and identification of the specific components that have not been implemented.
In 2021, there were no extraordinary circumstances where the company temporarily suspended the implementation of the
Remuneration Policy.
19. Information on the implementation of the Remuneration Policy for the members of the Board of Directors of
ALLTERCO JSCo for the next financial year
On 04.03.2022 the Company has published an Invitation for an Extraordinary General Meeting of Shareholders, which
agenda under item 2 contains proposals for changes to the Remuneration Policy.
For ALLTERCO JSCo:
Digitally signed by Dimitar
Stoyanov Dimitrov
Dimitar Stoyanov
Date: 2022.03.25 19:54:16
....D..im...it.r.o.v...................................
+02'00'
Dimitar Dimitrov
/Executive Member of the Board of Directors/
Page 101 of 115
CORPORATE GOVERNANCE DECLARATION
OF ALLTERCO JSCo
IN ACCORDANCE WITH THE PROVISIONS OF
ART. 100N, PARA. 8 OF THE PUBLIC OFFERING OF SECURITIES ACT
1. Information whether ALLTERCO JSCo complies, where appropriate, with the Corporate Governance
Code, approved by the Deputy Chairman, or another corporate governance code
ALLTERCO JSCo and its management comply, where appropriate, with the National Corporate Governance Code.
Some of the recommendations of the National Code are not yet fully implemented by the corporate management of
the company, but the Board of Directors is committed to continue to bring the activities of ALLTERCO JSCo in line
with them in 2022.
2. Information on the corporate governance practices applied by ALLTERCO JSCo in addition to the National
Corporate Governance Code
ALLTERCO JSCo does not apply other corporate governance practices in addition to the National Corporate
Governance Code.
3. Explanation by ALLTERCO JSCo which parts of the National Corporate Governance Code are not observed
and what are the reasons for this are
In 2021, the activity of the Board of Directors of ALLTERCO JSCo was carried out in full compliance with the
regulatory requirements set out in the Public Offering of Securities Act and the acts on its implementation in the
Statutes of the Company. The corporate management of ALLTERCO JSCo considers that there are still parts of the
National Corporate Governance Code that the Company does not comply with, but in 2021 the management will
continue to perform all necessary legal and factual actions to bring the activity in line with the principles and
recommendations of the Code, as well as best practices in the field of corporate governance.
The Code is applied on the basis of the "observe or explain" principle. This means that the Company complies with
the Code, and in case of deviation, its management should clarify the reasons for this.
І. Chapter One – Corporate management
ALLTERCO JSCo is a Company with a one-tier management system and is managed by a Board of Directors.
Functions and obligations
The Board of Directors directs and controls independently and responsibly the activity of the Company in accordance
with the established vision, goals, strategies of the Company and the interests of the shareholders.
The Board of Directors monitors the results of the Company's activities on a quarterly and annual basis and, if
necessary, initiates change in the management of the activity.
The Board of Directors treats all shareholders equally, acts in their interest and with the care of a good merchant.
The members of the Board of Directors are guided in their activities by the generally accepted principles of integrity
and managerial and professional competence. The Board of Directors has not adopted a Code of Ethics.
The Board of Directors has built and ensured the functioning of a risk management system, including for internal
control and internal audit.
Page 102 of 115
The Board of Directors has ensured and controls the integrated operation of the accounting and financial reporting
systems.
The Board of Directors provides guidelines, approves and controls the implementation of the company's business plan,
substantial transactions, as well as other activities established in its bylaws.
In accordance with the requirements of the Public Offering of Securities Act, the Board of Directors monitors all
substantial transactions and approves them. If there are transactions, which individually or collectively exceed those
specified in Art. 114, para. 1 of the Public Offering of Securities Act thresholds, the Board of Directors prepares a
motivated report and adopts a decision to convene a General Meeting of Shareholders, at which it is authorized by the
shareholders to carry out these transactions.
The Board of Directors reports on its activities to the General Meeting of Shareholders, submitting the annual activity
report and the report on the implementation of the remuneration policy for approval by the shareholders.
Election and dismissal of members of the Board of Directors
The General Meeting of Shareholders elects and dismisses the members of the Board of Directors in accordance with
the law and the Statutes of the Company, as well as in accordance with the principles of continuity and sustainability
of the work of the Board of Directors.
In case of proposals for election of new members of the Board of Directors, the principles of compliance of the
candidates’ competence with the nature of the National Corporate Governance Code in the activity of the Company
are observed.
All members of the Board of Directors meet the legal requirements for holding office. The functions and obligations
of the corporate management, as well as its structure and competence are in accordance with the requirements of the
Code.
The contracts for assignment of the management, concluded with the members of the Board of Directors, define their
obligations and tasks, the criteria for the amount of their remuneration, their obligations for loyalty to the company
and the grounds for dismissal.
During the reporting financial year, ALLTERCO JSCo implemented the Remuneration Policy of the members of the
Board of Directors, adopted in 2021 by of ALLTERCO JSCo.
The remuneration of the members of the Board of Directors and information on their amount is duly disclosed in the
activity report of the Board of Directors as of 31.12.2021, as well as in the Report on the application of the
Remuneration Policy of the members of the Board of Directors, which are an integral part of the annual financial
report of the Company.
Structure and competence
The number of members and the structure of the Board of Directors are determined in the Statutes of the Company.
The composition of the Board of Directors is structured in a way that guarantees the professionalism, impartiality and
independence of its decisions in relation to the company management. The functions and obligations of the corporate
management, as well as its structure and competence are in accordance with the requirements of the Code.
The Board of Directors shall ensure the proper distribution of tasks and responsibilities between its members.
The independent members of the Board of Directors of ALLTERCO JSCo control the actions of the executive
management and participate effectively in the work of the company in accordance with the interests and rights of the
shareholders.
The Chairperson of the Board of Directors is not an independent director. Given the existing capital structure of the
Company, the members of the Board of Directors consider it appropriate that the Chairperson of this body should not
be an independent director.
The competencies, rights and obligations of the members of the Board of Directors follow the requirements of the
Page 103 of 115
law, the by-laws and the standards of good professional and managerial practice.
The members of the Board of Directors have the appropriate knowledge and experience required by the position they
hold. Information about the professional qualification and experience is disclosed during the election of the members
of the Board of Directors with the materials for the General meeting of the shareholders.
After the election of new members of the Board of Directors, they get acquainted with the main legal and financial
issues related to the Company's activities.
Improving the qualification of the members of the Board of Directors is their constant commitment.
The members of the Board of Directors have the necessary time to perform their tasks and duties, even though the
statutes of the Company do not determine the number of companies in which the members of the Board of Directors
may hold managerial positions. This circumstance is taken into account in the proposals and election of new members
of the Board of Directors.
The election of the members of the Board of Directors of the Company is performed by means of a transparent
procedure, which provides, among other things, timely and sufficient information about the personal and professional
qualities of the candidates for members. As part of the materials for the General Meeting, at which the election of a
new member of the Board of Directors is proposed, all declarations required by the POSA and the Commercial Law,
a criminal record certificate and a professional biography of the candidate for elected position are to be submitted.
When electing members of the Board of Directors, the candidates confirm with a declaration or in person to the
shareholders the accuracy of the submitted data and information. The election procedure is conducted by show of
hands and counting the votes "For", "Against" and "Abstentions". The voting results are announced through the
minutes of the General Meeting of Shareholders. The number of consecutive terms of office of the members of the
Board of Directors ensures efficient operation of the Company and compliance with the legal requirements. The
statutes of the Company do not provide for a limit on the number of consecutive mandates of the independent
members, but this circumstance is observed in the proposal for election of independent members.
Remuneration
The Board of Directors has developed a clear and specific policy for the remuneration of the members of the Board
of Directors, which was approved by the Annual General Meeting of Shareholders in 2017, amended in 2021 by the
Annual General Meeting of Shareholders of ALLTERCO JSCo and sets the principles for forming the amount and
structure of the remuneration.
The remuneration of the Executive Member of the Board of Directors consists of a basic remuneration and additional
incentives. The additional incentives are subject to clear and specific criteria and indicators regarding the Company's
results and/or the achievement of goals set in advance by the Board of Directors.
Pursuant to the Remuneration Policy adopted by the General Meeting of Shareholders, the Company may pay
executive members of the Board of Directors (members of the Board of Directors representing the Company in its
relations with third parties, as recorded in the Commercial Register with the Registry Agency) variable remuneration
in shares in order to directly engage management in the achievement of long-term corporate objectives. Variable
remuneration in shares is not provided for non-executive members of the Board of Directors. The share-based
remuneration of the Company, the criteria for their grant and their amounts are determined on the basis of a Share-
based Remuneration Scheme approved by the General Meeting of Shareholders, as adopted in 2021.
The independent members of the Board of Directors receive remuneration in accordance with the principles for
forming the amount and the structure of remuneration set out in the Remuneration Policy adopted by the Annual
General Meeting of the Shareholders in 2021.
As mentioned above, the disclosure of information on the remuneration of the members of the Board of Directors is
carried out in accordance with the legal norms and bylaws of the Company - by disclosing in the Annual Report on
the Business Activities and the Report on the Application of the Remuneration Policy for the members of the Board
of Directors. In this way, the shareholders have easy access to the policy observed by the company regarding the
permanent and additional remuneration to the members of the Board of Directors.
Page 104 of 115
Conflict of interests
The members of the Board of Directors avoid and do not allow real or potential conflicts of interest. During the
reporting period, no transactions have been concluded between the company and members of the Board of Directors
or persons related to them.
The members of the Board of Directors immediately disclose conflicts of interest and provide the shareholders with
access to information on transactions between the Company and members of the Board of Directors or persons related
to them by presenting the declaration under Art. 114b of the POSA.
The Board of Directors has not established a specific procedure for avoiding conflicts of interest in transactions with
interested parties and disclosing information in the event of such, but controls the conclusion of significant transactions
through voting and approval of such transactions.
ІІ. Chapter Two – Audit and internal control
The Board of Directors is assisted by an Audit Committee.
The Board of Directors and the Audit Committee ensure compliance with the applicable law regarding the independent
financial audit. The rotation principle is applied in the proposals and election of an external auditor.
The Audit Committee oversees the internal audit activities and monitors the overall relationship with the external
auditor, including the nature of non-audit services provided by the Company's auditor.
The Company has established and operates an internal control system, which includes identifying the risks associated
with the Company's activities and supporting their effective management. It also ensures the effective functioning of
the accountability and information disclosure systems. A description of the main characteristics of the internal control
and risk management systems is presented in item 4 of this corporate governance declaration.
ІІІ. Chapter Three – Protection of the shareholders’ rights
The Board of Directors ensures equal treatment of all shareholders, including minority and foreign shareholders,
protects their rights and facilitates exercising them within the scope permitted by the applicable law and in accordance
with the provisions of the Company's statutes.
In the reporting period, the Company held one regular and one extraordinary General Meeting of Shareholders,
complying with all the requirements of Art. 115 et seq. of the POSA, announcing the decision for its convention and
publishing the invitation together with the materials thereto in the manner specified by the law. The shareholders were
guaranteed the opportunity to add new items to the agenda under Art. 223a of the CA. The Statutes of the Company
provide for the invitation to the General Meeting to contain the information required under the Commercial Act and
POSA, as well as additional information on exercising the right to vote and the possibility to add new items to the
agenda under Art. 223a of the CA.
The corporate management ensures that all shareholders are informed about their rights through the information
published on the Company's website, the announced Statutes of the Company and the invitation for each specific
General Meeting of Shareholders together with the materials to it.
General Meeting of Shareholders
All shareholders are informed about the rules according to which the General Meetings of Shareholders are convened
and held, including the voting procedures through the Statute of the Company and the invitation for each specific
general meeting of shareholders.
The Board of Directors provides sufficient and timely information on the date and place of the General Meeting, as
well as complete information on the issues to be discussed and resolved at the Meeting.
The invitation and materials for the General Meeting of Shareholders are announced through the selected media
Page 105 of 115
agencies and reach 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 also made available on
the Company's website.
Shareholders with voting rights have the opportunity to exercise their voting rights at the General Meeting of the
Company in person or through representatives and voting by correspondence might be allowed for a specific General
Meeting of the Shareholders.
As part of the materials for the General Meeting of Shareholders, the Board of Directors provides a sample power of
attorney. The Company indicates the Rules for voting by proxy and the Rules for voting by correspondence (when
applicable) in the content of the invitation or as a separate document - part of the materials to it.
The Board of Directors has undertaken all necessary actions to bring the Company's activities in line with the
recommendations of the Code.
The Statutes of the Company allow exercising the right to vote by electronic means and/or by correspondence by
decision and rules determined by the Board of Directors in the invitation to convene a General Meeting.
The Board of Directors exercises effective control by creating the necessary organization for the voting of the
authorized persons in accordance with the instructions of the shareholders and in the ways permitted by law. The
Board of Directors appoints a mandate commission, which registers the shareholders for each specific General
Meeting and proposes to the General Meeting to elect a Chairperson, Secretary and Vote Tellers. The management of
the General Meeting strictly monitors the lawful conduct of the General Meeting, including the manner of voting of
the authorized persons. When differences are noticed in the will of the principal and the vote of the authorized person,
this circumstance is entered in the minutes and the will of the principal is taken into account accordingly.
The Board of Directors has not prepared and adopted a specific policy for the organization and holding of ordinary
and extraordinary General Meetings of Shareholders, but at the same time monitors compliance with the principles of
equal treatment of all shareholders and the right of each shareholder to express their opinion on the items on the agenda
of the General Meeting. The Board of Directors prepares Rules for voting by proxy and Rules for voting by
correspondence (when applicable) to the materials for convening General Meetings.
The Board of Directors organizes the procedures and order for holding the General Meeting of Shareholders in a way
that does not complicate or increase the cost of voting unnecessarily.
The Board of Directors does not encourage the participation of shareholders in the General Meeting of Shareholders
and has not provided the opportunity for remote presence through technical means (including the Internet), due to the
economic groundlessness of such a method of participation in the General Meeting.
The members of the Board of Directors attend the General Meetings of Shareholders of the company.
Materials for the General Meeting of Shareholders
The texts in the written materials related to the agenda of the General Meeting are specific and clear and do not mislead
the shareholders. All proposals regarding major corporate events are presented as separate items on the agenda of the
General Meeting, incl. the profit distribution proposal.
Due to technical reasons, the Company does not yet maintain a special section on its website regarding the rights of
shareholders and their participation in the General Meeting of Shareholders, but the Board of Directors has undertaken
the necessary measures to do so.
The Board of Directors assists the shareholders entitled under the current legislation to include additional items and
to propose resolutions for items already included on the agenda of the General Meeting, by performing all necessary
legal and factual actions to announce the additional items added to the agenda of the already convened General
Meeting.
The Board of Directors ensures the right of the shareholders to be informed about the decisions taken by the General
Meeting of Shareholders by announcing the Minutes of the General Meeting of Shareholders through the selected
media agencies.
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Equal treatment of shareholders of the same class
According to the Statute of the Company and the internal acts of the Company, all shareholders of the same class are
treated equally, and all shares within one class give equal rights to shareholders of the same class.
The Board of Directors ensures that sufficient information is provided to investors regarding the rights granted by all
shares of each class prior to their acquisition through the information published on the Company's website, as well as
through interviews and personal meetings with the management and/or the Director of Investor Relations.
Consultations between shareholders regarding their basic shareholder rights
The Board of Directors does not prevent shareholders, including institutional ones, from consulting each other on
matters relating to their basic shareholder rights in a manner that prevents abuse.
Transactions of shareholders with controlling rights and abusive transactions
The Board of Directors does not allow transactions with shareholders with controlling rights, which violate the rights
and/or legitimate interests of other shareholders, including under the conditions of agreement with themselves.
Conducting this type of transactions requires an explicit decision of the Board of Directors and the interested parties
are excluded from the voting. In case of indications for crossing the statutory thresholds under Art. 114, para. 1 of the
POSA, the Board of Directors prepares a motivated report and initiates the convening and holding of a General
Meeting of Shareholders, at which the transactions are put to a vote.
ІV. Chapter Four – Disclosure of financial and nonfinancial information
The Board of Directors has adopted a policy for disclosure of information in accordance with the legal requirements
and the bylaws of the Company. In accordance with the adopted policy, the corporate management has created and
maintains a system for disclosure of information.
The disclosure system ensures equality of the addressees of the information (shareholders, stakeholders, investment
community) and does not allow misuse of inside information.
The inside information is disclosed in the legally established forms, order and terms through the selected media
agencies. The Company uses a single point to disclose information by electronic means, thus the information reaches
both the public and the FSC and the regulated securities market in an uncorrected form. Information in uncorrected
form and in the same volume is also published on the Company's website. In this way, the company's executive
management ensures that the disclosure system provides complete, timely, accurate and understandable information
that allows for objective and informed decisions and assessments.
The Executive Management and the Board of Directors promptly disclose the capital structure of the Company and
agreements that lead to exercising control in accordance with its disclosure rules. The disclosure is made through the
provisions of the Public Offering of Securities Act and the acts for its implementation, as well as the applicable
European regulation.
The Board of Directors ensures, by exercising control over the implementation of the disclosure policy, that the rules
and procedures according to which the acquisition of corporate control and extraordinary transactions such as mergers
and sale of significant parts of assets carried out are clearly and timely disclosed.
The Board of Directors approves and together with the independent auditor controls internal rules for the preparation
of the annual and interim reports and the procedure for disclosure of information.
The Company maintains a website - www.allterco.com with approved content, scope and frequency of the information
disclosed through it. For technical reasons, the content of the Company's website does not fully cover the
recommendations of the National Corporate Governance Code, but the Board of Directors has undertaken appropriate
measures.
The Company also maintains an English language version of the corporate website with similar content.
The Company periodically discloses information about the corporate governance.
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The Board of Directors of the Company believes that its activities in the reporting period created prerequisites for
sufficient transparency in its relations with investors, financial media and capital market analysts.
In the reporting period, the Company disclosed all regulated information within the deadlines and in accordance with
the procedure provided for in the Public Offering of Securities Act and the acts on its implementation.
V. Chapter Five – Stakeholders. Sustainable development.
The corporate governance ensures effective interaction with the stakeholders. This category includes certain groups
of persons who are directly affected by the company and who in turn can influence its activities.
The Company identifies as stakeholders in relation to its activities the following groups of persons: employees,
creditors, suppliers and other contractors related to the implementation of the Company's activities.
The corporate management shall ensure that all stakeholders are sufficiently informed of their statutory rights. At the
end of the reporting period, Corporate Management had not developed specific policies to address stakeholder interests
but is committed to taking appropriate action to comply with this requirement in 2022.
In its policy regarding the stakeholders, Company complies with the legal requirements based on the principles of
transparency, accountability and business ethics.
The corporate management is committed to establishing specific actions and policies regarding the sustainability of
the company, including the disclosure of information related to climate and social aspects of their operations.
The corporate management maintains effective relations with stakeholders and is prepared to inform the company,
when necessary, in accordance with legal standards and good international practice for disclosure of non-financial
information, about economic, social and environmental issues of concern to stakeholders, such as: anti-corruption;
dealing with employees, suppliers and customers; the company's social responsibility; environmental protection and
human rights violations.
The corporate management ensures the right to timely and regular access to relevant, sufficient and reliable
information about the company when stakeholders are involved in the corporate governance process
4. Description of the main characteristics of the systems for internal control and risk management of
ALLTERCO JSCo in connection with the financial reporting process
When describing the main characteristics of the internal control and risk management systems, it should be borne in
mind that neither the POSA nor the National Corporate Governance Code define an internal control framework for
public companies in Bulgaria to follow. Therefore, for the purposes of fulfilling the obligations of the Company under
Art. 100n, para. 8, item 4 of POSA, the description of the main characteristics of the systems uses the framework of
International Auditing Standard 315.
General description of the internal control and risk management system
The company employs a system for internal control and risk management (“the system”), which ensures the effective
functioning of the reporting and disclosure systems, as well as an Audit Committee. The system is also built and
operates in order to identify the risks associated with the Company's activities and support their effective management.
The Board of Directors bears the main responsibility and has a role in establishing the system of internal control and
risk management. It performs both a management and guidance function as well as ongoing monitoring.
The ongoing monitoring by the corporate management consists of assessing whether the system is still appropriate in
a changed environment, whether it is operating as expected and whether it is periodically adapting to changed
conditions. The evaluation of selected areas, performed in this context as the responsibility of senior management, is
in line with the Company's priorities.
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The Board of Directors monitors the main characteristics and features of the system, including the identified major
incidents and the corrective actions undertaken or implemented, respectively.
Control environment
The control environment includes the functions of general management, as well as the attitude, awareness and actions
of the corporate management.
•
Commitment for competence. The Board of Directors of the company, as well as those involved in the
internal control and risk management process, have the relevant knowledge and skills necessary to perform
the tasks. The executive members of the Board of Directors of the Company monitor the levels of competence
required for the specific position and the ways in which those competences become necessary requisites for
skills and knowledge.
•
Participation of persons involved with general management. The responsibilities of the members of the
Board of Directors are stated in the Statutes of the Company and the management contracts. In addition, the
Executive Members of the Board of Directors are responsible for supervising the design of the model and the
effective functioning of the warning procedures and processes of reviewing the effectiveness of the
Company's internal control.
•
•
Philosophy and operational style of the management. The philosophy and operational style of the
management cover a wide range of characteristics. The attitudes of the members of the Board of Directors
and their actions in relation to financial reporting are manifested through the choice of more conservative
accounting principles.
Organizational structure Establishing an appropriate organizational structure involves defining an
appropriate number of hierarchical levels and defining the basic powers and responsibilities for each of these
levels. The Board of Directors assesses the appropriateness of the organizational structure of the Company,
taking into consideration the size and nature of the activities performed.
•
•
Assignment of powers and responsibilities. When assigning powers and responsibilities to the employees
in the Company, the management shall take into account the applicable business practices, knowledge and
experience of employees and available resources available in the Company.
Policies and practices related to human resources. When recruiting staff, the Executive members of Board
of Directors focus on qualifications, previous professional experience, past accomplishments, and evidence
of integrity and ethical conduct. The commitment of corporate management is to hire competent and reliable
employees.
Risk assessment process in the Company
The process of risk assessment by the corporate management is the basis on which the Board of Directors of the
Company determines the risks to be managed.
The Board of Directors of the Company identifies the following types of risk that affect the Company and its activities:
general (systematic) and specific (non-systematic) risks.
Systematic risks are related to the macro environment in which the Company operates, which is why in most cases
they cannot be controlled by the management team.
Non-systematic risks are directly related to the activities of the Company and depend mainly on corporate governance.
To minimize them, we rely on increasing the efficiency of internal company planning and forecasting, which provides
opportunities to overcome possible negative consequences of a risky event.
Each of the risks related to the country - political, economic, credit, inflation, foreign exchange, has its individual
significance, but the interaction between them forms a comprehensive picture of the main economic indicators, market
and competitive conditions in the country in which each company operates.
A detailed description of the risks typical for the activity of ALLTERCO JSCo is presented in the section MAIN
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RISKS, WHICH THE COMPANY FACES in this activity report.
Information system and related business processes essential for financial reporting and communication
The information system, essential for the purposes of financial reporting, which includes the accounting system,
consists of procedures and documentation, developed and established for the purpose of: initiating, recording,
processing and reporting transactions and operations of the company and maintaining accountability; solving problems
with incorrect processing of transactions and operations and procedures, for timely correction; processing and
reporting of cases of bypassing the systems or overcoming the controls; coverage of information essential for financial
reporting operations, such as depreciation of tangible and intangible assets and changes in the collectability of
receivables; and ensuring that the financial information required for disclosure is collected, processed, summarized
and appropriately reflected in the financial statements.
The Company's communication of the roles and responsibilities in the financial reports and important issues includes
the definition of individual roles and responsibilities related to internal control. It includes such matters as the extent
to which the accounting team understands how its activities in the financial reporting information system relate to the
work of others and the means of reporting exceptions to the corporate governance.
The communication is carried out on the basis of financial reporting rules agreed with the registered auditor. Open
communication channels help ensure that exceptions are reported and acted upon.
Ongoing monitoring of controls
The ongoing monitoring of controls is a process for assessing the effectiveness of the internal control results over
time. It includes timely assessment of the effectiveness of controls and undertaking the necessary remedial actions.
The corporate management performs ongoing monitoring of the controls. Ongoing monitoring activities are often
embedded in the Company's day-to-day recurring activities and include regular managerial and supervisory activities.
5. Information under Article 10, paragraph 1, letters "c", "d", "f", "h" and "i" of Directive 2004/25/ЕC of the
European Parliament and of the Council of 21 April 2004 on takeover bids
5.1. Information under Article 10, paragraph 1, letters "c" of Directive 2004/25/ЕC of the European Parliament
and of the Council of 21 April 2004 on takeover bids - significant direct and indirect shareholdings (including
indirect shareholdings through pyramid structures and cross-shareholdings) within the meaning of Article 85
of Directive 2001/34/EC
At the end of the reporting period, the shareholders holding 5 percent or more of the capital and voting rights in the
General Meeting of the Company are:
SHAREHOLDER
PERCENTAGE OF THE CAPITAL
Svetlin Todorov
Dimitar Dimitrov
32.48%
32.48%
35.04%
Other individuals and legal entities
The Company has no other shareholders who directly or indirectly hold 5 percent or more than 5 percent of the voting
rights in the General Meeting.
5.2. Information under Article 10, paragraph 1, letters "d" of Directive 2004/25/ЕC of the European Parliament
and of the Council of 21 April 2004 on takeover bids - the holders of any securities with special control rights
and a description of those rights
ALLTERCO JSCo has no shareholders with special control rights.
5.3. Information under Article 10, paragraph 1, letters "f" of Directive 2004/25/ЕC of the European Parliament
and of the Council of 21 April 2004 on takeover bids - 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
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from the holding of securities
There are no restrictions on the voting rights of the shareholders of ALLTERCO JSCo. To participate in the General
Meeting, shareholders must identify themselves with the documents specified in the law, the Statute and the invitation
to the General Meeting, certifying their identity and representative power and be registered by a mandate commission
in the list of attending shareholders prior to the starting time of the General Meeting.
5.4. Information under Article 10, paragraph 1, letters "h" of Directive 2004/25/ЕC of the European Parliament
and of the Council of 21 April 2004 on takeover bids - the rules governing the appointment and replacement of
board members and the amendment of the Articles of Association
Pursuant to the provisions of the Statute of the Company, the General Meeting of Shareholders determines the number,
elects and dismisses the members of the Board of Directors and determines the remuneration for their work in it.
According to Art. 25, para. 1 of the Statutes of the Company, the term of office of the Board of Directors is determined
by the General Meeting, but it cannot be longer than 5 years.
The General Meeting of Shareholders may at any time decide to make changes in the number and composition of the
Board of Directors, and the members of the Board may be re-elected without restriction. The General Meeting of
Shareholders may at any time decide to make changes in the number and composition of the Board of Directors, and
members of the Board may be re-elected without restriction. A member of the Board of Directors may be any legally
capable individual and a legal entity that meets the requirements of the law and has the necessary professional
qualifications in connection with the Company's activities.
5.5. Information under Article 10, paragraph 1, letters "i" of Directive 2004/25/ЕC of the European Parliament
and of the Council of 21 April 2004 on takeover bids - the powers of board members, and in particular the
power to issue or buy back shares
The Board of Directors of ALLTERCO JSCo has the following powers:
The Board of Directors discusses and resolves all issues other those that falling within the exclusive competence of
the General Meeting of Shareholders, including but not limited to:
(i)
(ii)
plans and programs for the Company's activities;
organizational structure of the Company;
(iii)
(iv)
(v)
participation in tenders and competitions;
adopting and modifying the rules of procedure of the Board of Directors;
election and dismissal of the Executive Members in its staff;
acquisition of Company's participation in other companies;
(vi)
(vii)
(viii)
(ix)
(x)
opening and closing of branches of the Company in the country and abroad
acquisition and alienation of real property and limited real rights owned by the Company;
creating a mortgage on the Company's real estate or pledge on fixed tangible assets of the Company;
granting loans to third parties, providing guarantees, taking out guarantees and providing collaterals for the
obligations of third non-related parties, concluding bank loan agreements for an amount (excluding interest
and charges) of above 3% (three percent) of the value of the consolidated revenue of the Company, according
to the last audited annual financial statement of the Company;
(xi)
the conclusion by the Company of operating or financial leasing contracts for amounts exceeding BGN
250,000 (excluding interest and charges);
(xii)
disposal of intellectual property rights, including acquisition, sale and assignment of licenses for the use of
patents, know-how and other intellectual property rights (with the exception of intellectual property rights
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granted to third parties in connection with the granting of products and services to end users within the scope
of the Company's purpose of business);
(xiii)
determining the conditions for the appointment and adoption of programs for material incentives on an annual
basis for key management personnel of the Company's subsidiaries, namely, executive directors, procurators
and managing directors of the Company's subsidiaries.
to constitute and reconstitute the Advisory Board, to take decisions on all matters concerning the Advisory Board,
except those previously determined by this Statute or by a decision of the General Meeting of Shareholders, including
but not limited to: to determine the number and personnel of the Advisory Board, to appoint and dismiss its members
at its discretion, to determine the term of its existence, the remuneration and the mandate of its members, to adopt,
amend, revoke and monitor the implementation of any and all documents concerning the Advisory Board, including
the Rules on the functioning of the Advisory Board.
The Board of Directors takes decisions regarding and authorizes the persons who manage and/or represent the
Company to conduct transactions with stakeholders within the meaning of Art. 114, para. 2 of POSA, for which no
prior authorization by the General Meeting of Shareholders is required.
With Decision of the General Meeting of Shareholders of 15.10.2021, the Board of Directors is authorized Up to five
years as of 27.06.2019, the Board of Directors is entitled to take decisions to increase the capital of the company,
under any of the methods provided for under para. 1 except for by converting part of the profit into capital, until
reaching a total nominal value of BGN 25,000,000 (twenty-five million) by issuing and public offering of up to
10,000,000 (ten million) new dematerialized ordinary registered shares with the right of one vote, with a nominal
value of BGN 1 (one) each and an issue value of one share, determined by an express decision of the Board of Directors
of the Company. The restrictions set out here above shall apply in general regardless of which of the methods provided
for under para. 1 here above has been used for the capital increase.
The company may buy back its own shares without making a trading offer, acquiring in the course of one calendar
year no more than 3 per cent of its treasury voting shares, per decision of the General Meeting of Shareholders, for a
term not exceeding eighteen months from the date of the decision of the respective body of the Company. The
Company may buy back its own shares by decision of the General Meeting of Shareholders for the purposes the
implementation of programs for additional material incentives for the employees within its group with the provision
of Company’s shares and the schemes for granting variable remuneration in shares to the executive members of the
Board of Directors, in accordance with the Remuneration policy of the members of the Board of Directors of the
Company.
6. Members and functioning of the administrative, management and supervisory bodies of ALLTERCO JSCo
and their committee
ALLTERCO JSCo has a one-tier management system. The Company is managed and represented by a Board of
Directors, which, as of the date of preparing this declaration has the following members, according to a decision of
the General Meeting of Shareholders of 21.09.2020:
Dimitar Stoyanov Dimitrov;
Svetlin Iliev Todorov;
Nikolai Angelov Martinov
The Board of Directors of ALLTERCO JSCo elects a Chairperson and a Deputy Chairperson from its members. The
Board of Directors meets at regular meetings at least once in three months to discuss the state and development of the
Company. Each member of the Board may request the Chairperson to convene a meeting to discuss specific issues.
The decisions under subitems (v) - (xiii) of item 5 above, as well as the decisions pertaining to transactions with
stakeholders are taken unanimously by all members of the Board of Directors. The other decisions of the Board of
Directors are taken with a majority of more than half of all members of the Board of Directors. A quorum at meetings
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of the Board of Directors is present if the number of members present at the meeting is sufficient to make decisions
on the items on the agenda. If a quorum is not present on any of the items requiring a qualified majority, the lack of a
quorum is noted in the minutes and this item is not considered at the meeting.
The Board of Directors may take decisions in absentia.
Committees
The Company has an Audit Committee elected by the Annual General Meeting of Shareholders composed of Anelia
Petkova Angelova - Tumbeva, Kamelia Vassileva Filipova, Albena Benkova Beneva. The Audit Committee performs
its functions in accordance with the Statute adopted by the Annual General Meeting of Shareholders and the
requirements of the Independent Financial Audit Act.
In compliance with the last amendments in the Statute of Company the Board of Directors has decided to establish
an Advisory Board in the Company and has appointed Mr. Gregor Bieler for its chairman. The Advisory Board is a
collective advisory body, which assists the members of the Board of Directors and the senior management of the
Company, based on the expertise of each of its members and according to the goals set by the Board of Directors in
its constitution, as for this purpose it can (the enumeration is exemplary):
(i)
(ii)
to prepare and provide strategic guidelines and programs for development of the Company;
to monitor the activity and the results of the activity of the Company, to prepare reports and to give proposals
for improvement of some aspects of the Company’s activity;
(iii)
(iv)
(v)
to provide information on the current developments and trends in the business sector in which the Company
operates;
to provide information on innovative practices, as well as to recommend and develop programs for
introduction of such practices in the activities of the Company;
to propose improvements regarding the products and / or services offered by the Company, as well as the
development of new ones;
(vi)
(vii)
to propose strategies for improving the Company's position in the current markets in which it operates, to
explore opportunities for access to new markets, as well as for the implementation of new market mechanisms;
to perform any other activity assigned to it by the Board of Directors, which is in the interest of the
development of the Company.
The Advisory Board does not explicitly and cannot be assigned any management, controlling or supervisory functions.
The members of the Advisory Board have the right to access information belonging to the Company in the volume
determined by the Board of Directors and subject to the requirements for handling such information no less restrictive
than the requirements applicable to members of the Board of Directors.
7. Description of the diversity policy applied in relation to the administrative, management and supervisory
bodies of ALLTERCO JSCo in connection with aspects such as age, gender or education and professional
experience, the objectives of this diversity policy, the manner of its implementation and results in the reporting
period; where no such policy is applied, the declaration contains an explanation of the reasons for this.
The company has not developed a special diversity policy with regard to the administrative, management and
supervisory bodies of the company in relation to aspects such as age, gender or education and professional experience,
as it falls within the exceptions of Art. 100n, para. 12 of the POSA.
However, there are long-established practices that can be classified as a diversity policy with regard to the governing
bodies regarding aspects such as age, gender or education and professional experience.
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In essence, these practices form the Company's diversity policy of the management bodies in relation to aspects such
as age, gender or education and professional experience, the objectives of this diversity policy.
The adopted practices require the Company to apply a balanced policy for nominating members of the corporate
management who have education and qualifications that correspond to the nature of the company's work, its long-
term goals and business plan.
The adopted practices of the Company encourage the pursuit for gender balance at all management levels.
The Company does not discriminate against members of corporate management on the basis of age.
Digitally signed by Dimitar
Dimitar Stoyanov
Stoyanov Dimitrov
Date: 2022.03.25 19:54:59
+02'00'
Dimitrov
………………………………………………………….
Dimitar Dimitrov
Executive Director of ALLTERCO JSCo
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DECLARATION
under Article 100n(4)(4) of the Public Offering of Securities Act
We, the undersigned,
DIMITAR STOYANOV DIMITROV, in my capacity as Chief Executive Director of ALLTERCO
JSCo, UIC: 201047670, registered office and address of management: Sofia, 103 Cherni Vrah
Blvd. (“the Issuer”) and
SVETOZAR GOSPODINOV ILIEV, in my capacity as Chief Financial Officer of ALLTERCO
JSCo and preparer of the annual financial report for 2021 of this company on an individual basis
in accordance with Art. 100n(o), para. 4 of the Public Offering of Securities Act (POSA)
Hereby DECLARE that to the best of our knowledge:
1. The individual annual financial statements of the company for 2021, prepared in accordance
with the applicable accounting standards, present correctly and fairly the information about the
issuer's assets and liabilities, financial standing and profit or loss and of the companies included
in the consolidation;
2. The Report on the Business Activities contains a truthful review of the development and results
from the activity of the Issuer, as well as the condition of the Issuer, together with a description
of major risks and uncertainties faced thereby.
Declarers:
Digitally signed by Dimitar
Stoyanov Dimitrov
Date: 2022.03.25 19:55:46
+02'00'
Dimitar Stoyanov
Dimitrov
………………………………..
Dimitar Dimitrov
Chief Executive Director of Allterco JSCo
Digitally signed by
Svetozar Gospodinov Iliev
Date: 2022.03.25 19:18:30
Gospodinov Iliev
+02'00'
Svetozar
………………………………..
Svetozar Iliev
Chief Financial Officer
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