AGRIA GROUP HOLDING AD
SEPARATE FINANCIAL STATEMENTS
ANNUAL REPORT
December 31, 2023
SEPARATE FINANCIAL STATEMENTS
ANNUAL REPORT
December 31, 2023
AGRIA GROUP HOLDING AD
2
CONTENTS:
SEPARATE STATEMENT OF FINANCIAL POSITION ..........................................page 3
SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME..................................................................................................................page 4
SEPARATE STATEMENT OF CHANGES IN EQUITY ..........................................page 5
SEPARATE CASH FLOW STATEMENT ................................................................page 6
NOTES TO THE SEPARATE FINANCIAL STATEMENTS ....................................page 7
SEPARATE ANNUAL REPORT ............................................................................. page 40
INFORMATION UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2
............................................................................................................................... page 85
DECLARATION ON CORPORATE GOVERNANCE ........................................... page 87
REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE
APPLICATION OF THE REMUNERATION POLICY......................................... page 97
DECLARATION under Article 100n (4), Item. 4 of POSA ................................... page 106
2
CONTENTS:
SEPARATE STATEMENT OF FINANCIAL POSITION ..........................................page 3
SEPARATE STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME..................................................................................................................page 4
SEPARATE STATEMENT OF CHANGES IN EQUITY ..........................................page 5
SEPARATE CASH FLOW STATEMENT ................................................................page 6
NOTES TO THE SEPARATE FINANCIAL STATEMENTS ....................................page 7
SEPARATE ANNUAL REPORT ............................................................................. page 40
INFORMATION UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2
............................................................................................................................... page 85
DECLARATION ON CORPORATE GOVERNANCE ........................................... page 87
REPORT OF THE BOARD OF DIRECTORS OF AGRIA GROUP HOLDING AD ON THE
APPLICATION OF THE REMUNERATION POLICY......................................... page 97
DECLARATION under Article 100n (4), Item. 4 of POSA ................................... page 106
AGRIA GROUP HOLDING AD
______________________________________________________________________________________________
31.12.2023 31.12.2022
BGN'000 BGN'000
ASSETS
Non-current assets
Property, plant and equipment 4 7 915 8 502
Intangible assets 5 82 97
Investments in subsidiaries 6 151 833 103 908
Investments in associated companies 7 505 505
Total non-current assets 160 335 113 012
Current assets
Trade and other receivables 8 33 626 35 837
Cash and cash equivalents 9 808 641
Total current assets 34 434 36 478
Total assets 194 769 149 490
EQUITY AND LIABILITIES
Equity
Share capital 10 6 800 6 800
Share buy-back (1 390) (1 390)
Reserves 11 18 949 18 949
Retained earnibgs 76 130 74 040
Total equity 100 489 98 399
Non-current liabilities
Non-current portion of interest bearing
bank loan 12 35 959 16 909
Deferred tax liabilities 13 501 506 Non-current portion of obligations under
leasing contracts 14 244 352
Total non-current liabilities 36 704 17 767
Current liabilities
Interest bearing bank loan 15 34 998 21 548
Trade loans 16 14 391 4 638
Current portion of non-current interest
bearing bank loans 12 7 854 6 680 Current portion of obligations under
leasing contracts 14 141 283
Trade and other liabilities 17 192 175
Total current liabilities 57 576 33 324
Total liabilities 94 280 51 091
Total equity and liabilities 194 769 149 490
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF FINANCIAL POSITION
as of December 31, 2023
__________________________________________________________________________________________
Separate financial statements as of December 31, 2023 3
______________________________________________________________________________________________
31.12.2023 31.12.2022
BGN'000 BGN'000
ASSETS
Non-current assets
Property, plant and equipment 4 7 915 8 502
Intangible assets 5 82 97
Investments in subsidiaries 6 151 833 103 908
Investments in associated companies 7 505 505
Total non-current assets 160 335 113 012
Current assets
Trade and other receivables 8 33 626 35 837
Cash and cash equivalents 9 808 641
Total current assets 34 434 36 478
Total assets 194 769 149 490
EQUITY AND LIABILITIES
Equity
Share capital 10 6 800 6 800
Share buy-back (1 390) (1 390)
Reserves 11 18 949 18 949
Retained earnibgs 76 130 74 040
Total equity 100 489 98 399
Non-current liabilities
Non-current portion of interest bearing
bank loan 12 35 959 16 909
Deferred tax liabilities 13 501 506 Non-current portion of obligations under
leasing contracts 14 244 352
Total non-current liabilities 36 704 17 767
Current liabilities
Interest bearing bank loan 15 34 998 21 548
Trade loans 16 14 391 4 638
Current portion of non-current interest
bearing bank loans 12 7 854 6 680 Current portion of obligations under
leasing contracts 14 141 283
Trade and other liabilities 17 192 175
Total current liabilities 57 576 33 324
Total liabilities 94 280 51 091
Total equity and liabilities 194 769 149 490
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF FINANCIAL POSITION
as of December 31, 2023
__________________________________________________________________________________________
Separate financial statements as of December 31, 2023 3
AGRIA GROUP HOLDING JSC. __________________________________________________________________________________________
Year ended Year ended
31.12.2023 31.12.2022
BGN'000 BGN'000
Income from sales 18 561 537
Other income 19 8 19
Personnel expenses 20 1 849 1 104
Hired serviced 21 795 694
Depreciation and amortisation 4, 5 388 391
Materials expenses 22 103 153
Other operating expenses 23 216 493
Total operating expenses 3 351 2 835
Financial income 24 16 227 45 856
Financial expenses 25 (4 611) (1 400)
Profit before tax 8 834 42 177
Income tax benefit/(expense) 26 5 4
Profit for the period 8 839 42 181
Other components of comprehensive income:
Components which will not be reclassified
in profit or loss:
Profit from revaluation of property, plant and equipment - 2 003
Income tax related to the other components
of comprehensive income - (200)
Other comprehensive income, net of taxes - 1 803
Total comprehensive income for the period 8 839 43 984
Earnings per share (BGN) 27 1,300 6,203
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
for the year ended December 31, 2023
____________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 4
Year ended Year ended
31.12.2023 31.12.2022
BGN'000 BGN'000
Income from sales 18 561 537
Other income 19 8 19
Personnel expenses 20 1 849 1 104
Hired serviced 21 795 694
Depreciation and amortisation 4, 5 388 391
Materials expenses 22 103 153
Other operating expenses 23 216 493
Total operating expenses 3 351 2 835
Financial income 24 16 227 45 856
Financial expenses 25 (4 611) (1 400)
Profit before tax 8 834 42 177
Income tax benefit/(expense) 26 5 4
Profit for the period 8 839 42 181
Other components of comprehensive income:
Components which will not be reclassified
in profit or loss:
Profit from revaluation of property, plant and equipment - 2 003
Income tax related to the other components
of comprehensive income - (200)
Other comprehensive income, net of taxes - 1 803
Total comprehensive income for the period 8 839 43 984
Earnings per share (BGN) 27 1,300 6,203
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
for the year ended December 31, 2023
____________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 4
AGRIA GROUP HOLDING JSC.
____________________________________________________________________________________________________________________________________________
Share Shares Legal Revaluation Premium Retained Total
capital buy-back reserves reserves reserves earnings
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Balance as of January 1, 2022 6 800 - 680 2 828 13 668 34 329 58 305
Profit for the period - - - - - 42 181 42 181
Other comprehensive income, net of taxes - - 1 803 - - 1 803
Total comprehensive income for the period - - - 1 803 - 42 181 43 984
Share buy-back - (1 390) - - - - (1 390)
Revaluaiton reserve written-off - - - (30) - 30 -
Dividends distributed - - - - - (2 500) (2 500)
Balance as of December 31, 2022 6 800 (1 390) 680 4 601 13 668 74 040 98 399
Profit for the period - - - - - 8 839 8 839
Other comprehensive income, net of taxes - - - - - -
Total comprehensive income for the period - - - - - 8 839 8 839
Dividends distributed - - - - - (6 800) (6 800)
Other changes - - - - - 51 51
Balance as of December 31, 2023 6 800 (1 390) 680 4 601 13 668 76 130 100 489
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF CHANGES IN EQUITY
for the year ended December 31, 2023
_____________________________________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 5
____________________________________________________________________________________________________________________________________________
Share Shares Legal Revaluation Premium Retained Total
capital buy-back reserves reserves reserves earnings
BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000 BGN'000
Balance as of January 1, 2022 6 800 - 680 2 828 13 668 34 329 58 305
Profit for the period - - - - - 42 181 42 181
Other comprehensive income, net of taxes - - 1 803 - - 1 803
Total comprehensive income for the period - - - 1 803 - 42 181 43 984
Share buy-back - (1 390) - - - - (1 390)
Revaluaiton reserve written-off - - - (30) - 30 -
Dividends distributed - - - - - (2 500) (2 500)
Balance as of December 31, 2022 6 800 (1 390) 680 4 601 13 668 74 040 98 399
Profit for the period - - - - - 8 839 8 839
Other comprehensive income, net of taxes - - - - - -
Total comprehensive income for the period - - - - - 8 839 8 839
Dividends distributed - - - - - (6 800) (6 800)
Other changes - - - - - 51 51
Balance as of December 31, 2023 6 800 (1 390) 680 4 601 13 668 76 130 100 489
Emil Raykov Asya Yordanova
(Executive Director) (Chief accountant)
Audit Company Marian Nikolov
Primorska Audit Company OOD Registered auditor, responsible for the audit
Reg. №: 086 Reg. №: 0601
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
SEPARATE STATEMENT OF CHANGES IN EQUITY
for the year ended December 31, 2023
_____________________________________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 5
AGRIA GROUP HOLDING JSC.______________________________________________________________________________________
Year ended Year ended
31.12.2023 31.12.2022
BGN'000 BGN'000
Cash and cash equivalents as at January 1 641 196
Cash flows from operating activities
Proceeds from customers and other debtors 1 508 709
Payments to suppliers and other creditors (1 679) (1 663)
Payments related to personnel (1 916) (1 132)
Taxes paid (99) (52)
Taxed refundabe 96 98
Net cash flows from operating activities (2 090) (2 040)
Cash flows from investing activities
Dividends received 33 653 29 815
Sales of property, machinery and equipment 5 31
Purchases of property, machinery and equipment (12) (42)
Payments related to investements (47 925) (21 800)
Net cash flows from investing activities (14 279) 8 004
Cash flows from financing activities
Current bank loans received (paid), net 13 173 (1 586)
Non-current bank loans received 28 596 -
Non-current bank loans paid (8 435) (6 526)
Trade loans granted, net (15 252) 3 371
Trade loans received, net 9 550 1 930
Interest received 323 3 059
Loan interest paid (3 660) (1 378)
Payments related to share buy-back - (1 390)
Dividends paid (6 800) (2 500)
Payments related to lease contracts (310) (290)
Bank fees and commissions paid (646) (207)
Net cash flows from financing activities 16 539 (5 517)
Changes in cash and cash equivalents during the period 170 447
Net effect of exchange rate differences (3) (2)
Cash and cash equivalents at period end 808 641
Emil Raykov
(Executive Director)
Audit Company
Primorska Audit Company OOD
Reg. №: 086
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
Registered auditor, responsible
for the audit
Reg. №: 0601
SEPARATE CASH FLOW STATEMENT
for the year ended December 31, 2023
Asya Yordanova
(Chief accountant)
Marian Nikolov
________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 6
Year ended Year ended
31.12.2023 31.12.2022
BGN'000 BGN'000
Cash and cash equivalents as at January 1 641 196
Cash flows from operating activities
Proceeds from customers and other debtors 1 508 709
Payments to suppliers and other creditors (1 679) (1 663)
Payments related to personnel (1 916) (1 132)
Taxes paid (99) (52)
Taxed refundabe 96 98
Net cash flows from operating activities (2 090) (2 040)
Cash flows from investing activities
Dividends received 33 653 29 815
Sales of property, machinery and equipment 5 31
Purchases of property, machinery and equipment (12) (42)
Payments related to investements (47 925) (21 800)
Net cash flows from investing activities (14 279) 8 004
Cash flows from financing activities
Current bank loans received (paid), net 13 173 (1 586)
Non-current bank loans received 28 596 -
Non-current bank loans paid (8 435) (6 526)
Trade loans granted, net (15 252) 3 371
Trade loans received, net 9 550 1 930
Interest received 323 3 059
Loan interest paid (3 660) (1 378)
Payments related to share buy-back - (1 390)
Dividends paid (6 800) (2 500)
Payments related to lease contracts (310) (290)
Bank fees and commissions paid (646) (207)
Net cash flows from financing activities 16 539 (5 517)
Changes in cash and cash equivalents during the period 170 447
Net effect of exchange rate differences (3) (2)
Cash and cash equivalents at period end 808 641
Emil Raykov
(Executive Director)
Audit Company
Primorska Audit Company OOD
Reg. №: 086
Iliya Iliev
Manager
Audit report date
March 25, 2024
The accompanying notes are an integral part of these financial statements.
Registered auditor, responsible
for the audit
Reg. №: 0601
SEPARATE CASH FLOW STATEMENT
for the year ended December 31, 2023
Asya Yordanova
(Chief accountant)
Marian Nikolov
________________________________________________________________________________________________________________
Separate financial statements as at December 31, 2023 6
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2023
AS OF DECEMBER 31, 2023
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 8
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
1. Incorporation and registration. Legal status and legal framework.
“AGRIA GROUP HOLDING” AD (the Company) is registered with decision 7350 on August 28, 2007 in Varna
District Court under file № 3 point 833 page 10 company case 3875/2007. The Company’s seat and management
address is Varna, 111 Knyaz Boris I Blvd., Business Center, 9th floor.
The main activity of the Company comprises management and control of subsidiaries.
As of 2007 the Company's shares are listed for trading on the Bulgarian Stock Exchange, and it has the status of
a public company.
The Company has one-tier management system and is managed by a Board of Directors and is represented by an
Executive Director.
These separate financial statements were approved for issue by the Company ’s management on March 25, 2024.
2. Basis of preparation of the financial statements and accounting principles.
2.1. Applicable general framework for financial statements
The annual closing of the accounts and the preparation of the annual financial statements for 2023 is carried out
in accordance with the Accounting Law, which entered into force on January 1, 2016. The Company’s
management has reviewed the latest amendments and additions made to the Accounting Law as of December 31,
2023. Some of them enter into force at the beginning of 2024, and another part, respectively, from January 01,
2025.
These changes do not lead to the need to change the accounting policy applied and consistently disclosed by the
company's management, as it is set out below. Pursuant to the Accounting Law, commercial companies in
Bulgaria prepare their financial statements based on the National Accounting Standards adopted by the Council
of Ministers (NCS). Some commercial companies comprehensively listed in the Accounting Law are obliged to
prepare their financial statements according to the requirements of the International Accounting Standards,
published by the International Standards Council and adopted for application by the European Union (IAS). Those
commercial companies that have adopted and apply IAS under the repealed Accounting Law can continue with
their application in the future, or make a one-time transition to NAS. The Company meets the criteria for an
enterprise whose transferable securities are admitted to trading on the regulated market in a member state of the
European Union, which requires mandatory application of IAS. Therefore, the current individual annual financial
report is drawn up in accordance with the requirements of the IAS. These are the standards adopted in accordance
with Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002 for the
implementation of International Accounting Standards. As of December 31, 2023, these include International
Accounting Standards, International Financial Reporting Standards (IFRS), Interpretations of the Standing
Committee on Clarifications and Interpretations of the Interpretations Committee of IFRS, as well as subsequent
amendments and future standards and interpretations. The IAS Council annually reissues the standards and their
explanations, which, after formal approval by the European Union, are valid for the year for which they were
issued. A large part of them, however, are not applicable to the company's activities, due to the specific and
significantly more complex issues that are treated in them.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 8
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
1. Incorporation and registration. Legal status and legal framework.
“AGRIA GROUP HOLDING” AD (the Company) is registered with decision 7350 on August 28, 2007 in Varna
District Court under file № 3 point 833 page 10 company case 3875/2007. The Company’s seat and management
address is Varna, 111 Knyaz Boris I Blvd., Business Center, 9th floor.
The main activity of the Company comprises management and control of subsidiaries.
As of 2007 the Company's shares are listed for trading on the Bulgarian Stock Exchange, and it has the status of
a public company.
The Company has one-tier management system and is managed by a Board of Directors and is represented by an
Executive Director.
These separate financial statements were approved for issue by the Company ’s management on March 25, 2024.
2. Basis of preparation of the financial statements and accounting principles.
2.1. Applicable general framework for financial statements
The annual closing of the accounts and the preparation of the annual financial statements for 2023 is carried out
in accordance with the Accounting Law, which entered into force on January 1, 2016. The Company’s
management has reviewed the latest amendments and additions made to the Accounting Law as of December 31,
2023. Some of them enter into force at the beginning of 2024, and another part, respectively, from January 01,
2025.
These changes do not lead to the need to change the accounting policy applied and consistently disclosed by the
company's management, as it is set out below. Pursuant to the Accounting Law, commercial companies in
Bulgaria prepare their financial statements based on the National Accounting Standards adopted by the Council
of Ministers (NCS). Some commercial companies comprehensively listed in the Accounting Law are obliged to
prepare their financial statements according to the requirements of the International Accounting Standards,
published by the International Standards Council and adopted for application by the European Union (IAS). Those
commercial companies that have adopted and apply IAS under the repealed Accounting Law can continue with
their application in the future, or make a one-time transition to NAS. The Company meets the criteria for an
enterprise whose transferable securities are admitted to trading on the regulated market in a member state of the
European Union, which requires mandatory application of IAS. Therefore, the current individual annual financial
report is drawn up in accordance with the requirements of the IAS. These are the standards adopted in accordance
with Regulation (EC) 1606/2002 of the European Parliament and of the Council of July 19, 2002 for the
implementation of International Accounting Standards. As of December 31, 2023, these include International
Accounting Standards, International Financial Reporting Standards (IFRS), Interpretations of the Standing
Committee on Clarifications and Interpretations of the Interpretations Committee of IFRS, as well as subsequent
amendments and future standards and interpretations. The IAS Council annually reissues the standards and their
explanations, which, after formal approval by the European Union, are valid for the year for which they were
issued. A large part of them, however, are not applicable to the company's activities, due to the specific and
significantly more complex issues that are treated in them.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 9
2.1. Applicable general framework for financial statements (continued)
The management of the Company has complied with all these accounting standards and explanations to them,
which are applicable to its activity and have been officially accepted for application by the European Union as of
the date of preparation of this individual financial statement.
2.2. New accounting standards and clarifications not yet implemented by the Company
The changes in IAS, which come into force on January 1, 2023, have not had and are not expected to have any
significant effect on the applied accounting policy in relation to the annual financial statements prepared by the
company. In addition, the company's management does not consider it necessary to disclose in its individual
annual financial report the name of those IFRS/IAS and explanations to them, in which changes have been made,
formally approved or not yet approved by the European Union, relating to the application them in 2023 and in the
future, without them relating to or seriously affecting its business. Such a listing of the names of standards and
explanations to them, which do not apply and are not expected to do so in relation to the company's activities,
could lead to misunderstanding and mislead the users of reporting information from this individual financial
statement.
2.3. Applicable measurement base
These individual annual financial statements have been prepared in accordance with the historical cost principle,
modified in certain cases by the revaluation of certain assets and liabilities to their fair value at the end of the
reporting period, to the extent required by the relevant accounting standards, and this value may be reliably
established. Similar deviations from the historical cost principle are disclosed in the disclosure of the accounting
policy in the relevant places below. All data for 2023 and 2022 are presented in thousands of BGN, unless
otherwise indicated in the relevant place. The income per share is calculated and announced in BGN. Rounding
of the amounts is done on the basis of generally accepted requirements.
2.4. Fair value measurement
Some accounting standards allow for the adoption of an approach of initially and subsequently measuring certain
assets and liabilities at their fair value. For some financial assets and liabilities, accounting standards require a
final measurement at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an ordinary transaction between market participants at the measurement date. This value should be
determined on the main market for the company, or in the absence of such, on the most profitable one to which it
has access at that date. The fair value of a liability reflects the risk of default. Whenever possible, the Company
estimates the fair value of an asset or liability using stock market prices in the active market in which it is quoted.
A market is considered active if transactions for that asset or liability occur with sufficient frequency and volume
so that continuous price information is provided. If there is no quoted price in an active market, the company uses
valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservables.
The chosen valuation technique covers all factors that market participants would consider in pricing the
transaction. The concept of fair value implies realization of the financial instruments through sale.
In most cases, however, especially with respect to current trade receivables and payables, as well as loans received,
the company expects to realize these financial assets and liabilities through their full repayment or repayment over
time. They are therefore presented at their nominal or depreciable value. A large part of the financial assets and
liabilities are short-term in nature, therefore their fair value is approximately equal to the carrying amount.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 9
2.1. Applicable general framework for financial statements (continued)
The management of the Company has complied with all these accounting standards and explanations to them,
which are applicable to its activity and have been officially accepted for application by the European Union as of
the date of preparation of this individual financial statement.
2.2. New accounting standards and clarifications not yet implemented by the Company
The changes in IAS, which come into force on January 1, 2023, have not had and are not expected to have any
significant effect on the applied accounting policy in relation to the annual financial statements prepared by the
company. In addition, the company's management does not consider it necessary to disclose in its individual
annual financial report the name of those IFRS/IAS and explanations to them, in which changes have been made,
formally approved or not yet approved by the European Union, relating to the application them in 2023 and in the
future, without them relating to or seriously affecting its business. Such a listing of the names of standards and
explanations to them, which do not apply and are not expected to do so in relation to the company's activities,
could lead to misunderstanding and mislead the users of reporting information from this individual financial
statement.
2.3. Applicable measurement base
These individual annual financial statements have been prepared in accordance with the historical cost principle,
modified in certain cases by the revaluation of certain assets and liabilities to their fair value at the end of the
reporting period, to the extent required by the relevant accounting standards, and this value may be reliably
established. Similar deviations from the historical cost principle are disclosed in the disclosure of the accounting
policy in the relevant places below. All data for 2023 and 2022 are presented in thousands of BGN, unless
otherwise indicated in the relevant place. The income per share is calculated and announced in BGN. Rounding
of the amounts is done on the basis of generally accepted requirements.
2.4. Fair value measurement
Some accounting standards allow for the adoption of an approach of initially and subsequently measuring certain
assets and liabilities at their fair value. For some financial assets and liabilities, accounting standards require a
final measurement at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an ordinary transaction between market participants at the measurement date. This value should be
determined on the main market for the company, or in the absence of such, on the most profitable one to which it
has access at that date. The fair value of a liability reflects the risk of default. Whenever possible, the Company
estimates the fair value of an asset or liability using stock market prices in the active market in which it is quoted.
A market is considered active if transactions for that asset or liability occur with sufficient frequency and volume
so that continuous price information is provided. If there is no quoted price in an active market, the company uses
valuation techniques that maximize the use of relevant observable inputs and minimize the use of unobservables.
The chosen valuation technique covers all factors that market participants would consider in pricing the
transaction. The concept of fair value implies realization of the financial instruments through sale.
In most cases, however, especially with respect to current trade receivables and payables, as well as loans received,
the company expects to realize these financial assets and liabilities through their full repayment or repayment over
time. They are therefore presented at their nominal or depreciable value. A large part of the financial assets and
liabilities are short-term in nature, therefore their fair value is approximately equal to the carrying amount.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 10
2.4. Fair value measurement (continued)
The fair values are being categorized in various levels in the Fair Values Hierarchy based on input data in the
valuation techniques, as follows:
• Level 1: Quoted prices (non-adjusted) on active markets for similar assets or liabilities.
• Level 2: Input data other than quoted prices included in Level 1 which directly (i.e. as prices) or indirectly
(i e. obtained through prices) are accessible for asset or liability monitoring purposes.
• Level 3: Input data about the asset or liability which are not based on observable market data (non-
observable input data).
If the input data used for measuring the fair value of an asset or liability may be categorized in different levels in
the Fair Values Hierarchy, then the assessment of the fair value is categorized in its entirety at that same level of
the Fair Values Hierarchy which input information is of significance for the overall assessment.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change occurred. More information on the assumptions made in estimating fair values is included
in the relevant notes.
The management of the Company believes that under the existing circumstances, the estimates of financial assets
and liabilities presented in the individual statement of financial position are as reliable, adequate and credible as
possible for the purposes of financial reporting.
2.5. Subsidiaries. Consolidation.
A subsidiary company is a company that is controlled by the parent company. Control is the power to manage the
financial and operational policies of the subsidiary company, with the aim of extracting benefits from its activities.
As of December 31, 2023, the company owns capital investments in subsidiary and associated companies
registered in the country. In the current individual financial statement, investments in the subsidiary companies
are presented at acquisition cost and this statement does not represent a consolidated financial statement within
the meaning of IFRS 10 Consolidated Financial Statements.
To gain a complete understanding of the financial position, performance, and changes in the financial position of
the group, users of this individual financial statement need to read it together with the consolidated financial
statement of the company for the financial year ending on December 31, 2022. The company prepares
consolidated financial statements, which are presented in accordance with regulatory requirements and practices
in our country, following the approval of the individual financial statements.
2.6. Comparative figures
According to the Bulgarian accounting legislation and the IAS regulated for application, the financial year ends
on December 31 and the enterprises should submit the annual financial statements to these data, together with the
comparative data to these data for the previous year. if the company has made changes in its accounting policy
that have been applied retrospectively or recalculations or reclassifications of individual items, it presents
comparative data for two previous accounting periods in the statement of financial position and the corresponding
explanatory annexes, as follows:
a) at the end of the previous reporting period.
b) at the beginning of the earliest comparable period.
In the other elements of the individual financial statement and their corresponding explanatory information, the
comparative information is presented only at the end of the previous reporting period.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 10
2.4. Fair value measurement (continued)
The fair values are being categorized in various levels in the Fair Values Hierarchy based on input data in the
valuation techniques, as follows:
• Level 1: Quoted prices (non-adjusted) on active markets for similar assets or liabilities.
• Level 2: Input data other than quoted prices included in Level 1 which directly (i.e. as prices) or indirectly
(i e. obtained through prices) are accessible for asset or liability monitoring purposes.
• Level 3: Input data about the asset or liability which are not based on observable market data (non-
observable input data).
If the input data used for measuring the fair value of an asset or liability may be categorized in different levels in
the Fair Values Hierarchy, then the assessment of the fair value is categorized in its entirety at that same level of
the Fair Values Hierarchy which input information is of significance for the overall assessment.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change occurred. More information on the assumptions made in estimating fair values is included
in the relevant notes.
The management of the Company believes that under the existing circumstances, the estimates of financial assets
and liabilities presented in the individual statement of financial position are as reliable, adequate and credible as
possible for the purposes of financial reporting.
2.5. Subsidiaries. Consolidation.
A subsidiary company is a company that is controlled by the parent company. Control is the power to manage the
financial and operational policies of the subsidiary company, with the aim of extracting benefits from its activities.
As of December 31, 2023, the company owns capital investments in subsidiary and associated companies
registered in the country. In the current individual financial statement, investments in the subsidiary companies
are presented at acquisition cost and this statement does not represent a consolidated financial statement within
the meaning of IFRS 10 Consolidated Financial Statements.
To gain a complete understanding of the financial position, performance, and changes in the financial position of
the group, users of this individual financial statement need to read it together with the consolidated financial
statement of the company for the financial year ending on December 31, 2022. The company prepares
consolidated financial statements, which are presented in accordance with regulatory requirements and practices
in our country, following the approval of the individual financial statements.
2.6. Comparative figures
According to the Bulgarian accounting legislation and the IAS regulated for application, the financial year ends
on December 31 and the enterprises should submit the annual financial statements to these data, together with the
comparative data to these data for the previous year. if the company has made changes in its accounting policy
that have been applied retrospectively or recalculations or reclassifications of individual items, it presents
comparative data for two previous accounting periods in the statement of financial position and the corresponding
explanatory annexes, as follows:
a) at the end of the previous reporting period.
b) at the beginning of the earliest comparable period.
In the other elements of the individual financial statement and their corresponding explanatory information, the
comparative information is presented only at the end of the previous reporting period.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 11
2.7. Accounting estimates and reasonable assumptions
The IAS application requires the company's management to apply certain accounting assumptions and estimates
when preparing the annual financial statements and determining the value of some of the assets, liabilities,
revenues, expenses, and contingent assets and liabilities.
Changes in accounting estimates already made are reflected in the period in which they became known, as well
as in future accounting periods, if they relate to them. All accounting estimates and assumptions have been made
on the basis of management's best judgments as of the date of preparation of the financial statements. Actual
results could differ from those presented in this individual financial statement.
2.8. Functional and presentation currency
The functional currency of the company is the currency in which transactions are mainly carried out in the country
in which it is registered. This is the Bulgarian lev (BGN), which according to local legislation has a fixed exchange
rate to the EUR, in the ratio of EUR 1 = BGN 1.95583. The BNB determines the exchange rates of the BGN to
other foreign currencies, using the exchange rate of the EUR to the corresponding currency on international
markets. Upon initial recognition, each foreign currency transaction is recorded in the functional currency,
applying the exchange rate at the time of the transaction or event to the foreign currency amount. Cash, receivables
or liabilities denominated in a foreign currency are reported in the functional currency, applying the exchange rate
published by the Bulgarian National Bank (BNB) for each business day. As of December 31, they are valued in
BGN using the closing exchange rate of the BNB. The effects of foreign exchange differences relating to the
settlement of foreign currency transactions, or the reporting of foreign currency transactions at rates different from
those at which they were originally recognized, are included in the statement of profit or loss and other
comprehensive income, in the period of their occurrence. The final exchange rate of the BGN to the main
currencies with which the company operates for the periods for which the current individual financial statement
is compiled is as follows:
December 31, 2022: 1 USD = BGN 1.83371
December 31, 2023: 1 USD = BGN 1,76998
The presentation currency in this individual financial statement is also BGN.
2.9. Financial risk management
Financial risk factors
In the course of its usual activity, the company may be exposed to various financial risks. Market risk is the risk
that the fair value or future cash flows of a financial instrument will vary due to changes in market prices. Market
risk includes currency risk, interest rate risk and price risk. Credit risk is the risk that one party to a financial
instrument will cause a financial loss to the other if it fails to fulfill its contractual obligation. Liquidity risk is the
risk that the company could have difficulties meeting its obligations under financial liabilities.
The board of directors is responsible for identifying and managing the risks faced by the Company. The
Company’s risk management policy is developed to identify and analyze the risks it faces, establish risk-taking
limits and controls, monitor risks and compliance with established limits. These policies are subject to periodic
review in order to reflect changes in market conditions and in the Company’s activities. Through its training and
management standards and procedures, the company aims to develop a constructive control environment in which
all employees understand their role and responsibilities.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 11
2.7. Accounting estimates and reasonable assumptions
The IAS application requires the company's management to apply certain accounting assumptions and estimates
when preparing the annual financial statements and determining the value of some of the assets, liabilities,
revenues, expenses, and contingent assets and liabilities.
Changes in accounting estimates already made are reflected in the period in which they became known, as well
as in future accounting periods, if they relate to them. All accounting estimates and assumptions have been made
on the basis of management's best judgments as of the date of preparation of the financial statements. Actual
results could differ from those presented in this individual financial statement.
2.8. Functional and presentation currency
The functional currency of the company is the currency in which transactions are mainly carried out in the country
in which it is registered. This is the Bulgarian lev (BGN), which according to local legislation has a fixed exchange
rate to the EUR, in the ratio of EUR 1 = BGN 1.95583. The BNB determines the exchange rates of the BGN to
other foreign currencies, using the exchange rate of the EUR to the corresponding currency on international
markets. Upon initial recognition, each foreign currency transaction is recorded in the functional currency,
applying the exchange rate at the time of the transaction or event to the foreign currency amount. Cash, receivables
or liabilities denominated in a foreign currency are reported in the functional currency, applying the exchange rate
published by the Bulgarian National Bank (BNB) for each business day. As of December 31, they are valued in
BGN using the closing exchange rate of the BNB. The effects of foreign exchange differences relating to the
settlement of foreign currency transactions, or the reporting of foreign currency transactions at rates different from
those at which they were originally recognized, are included in the statement of profit or loss and other
comprehensive income, in the period of their occurrence. The final exchange rate of the BGN to the main
currencies with which the company operates for the periods for which the current individual financial statement
is compiled is as follows:
December 31, 2022: 1 USD = BGN 1.83371
December 31, 2023: 1 USD = BGN 1,76998
The presentation currency in this individual financial statement is also BGN.
2.9. Financial risk management
Financial risk factors
In the course of its usual activity, the company may be exposed to various financial risks. Market risk is the risk
that the fair value or future cash flows of a financial instrument will vary due to changes in market prices. Market
risk includes currency risk, interest rate risk and price risk. Credit risk is the risk that one party to a financial
instrument will cause a financial loss to the other if it fails to fulfill its contractual obligation. Liquidity risk is the
risk that the company could have difficulties meeting its obligations under financial liabilities.
The board of directors is responsible for identifying and managing the risks faced by the Company. The
Company’s risk management policy is developed to identify and analyze the risks it faces, establish risk-taking
limits and controls, monitor risks and compliance with established limits. These policies are subject to periodic
review in order to reflect changes in market conditions and in the Company’s activities. Through its training and
management standards and procedures, the company aims to develop a constructive control environment in which
all employees understand their role and responsibilities.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 12
2.9. Financial risk management (continued)
2.9.1. Currency risk
The Company's activities are carried out entirely in Bulgaria, but payments to some customers and suppliers and
in connection with received bank loans are made in Euro. The main transactions carried out by the company are
denominated in Bulgarian Lev and Euro. The BGN is pegged to the euro, which is why the company is not exposed
to significant currency risks when carrying out transactions in euros.
The Company is not exposed to foreign currency risk due to the fact that it has no liabilities and no cash that is
denominated in a foreign currency other than the Euro. For this reason, the Company does not use specific
financial instruments to hedge this risk.
2.9.2. Interest rate risk
Financial instruments that potentially expose the company to interest rate risk are primarily bank loans. The
Company uses bank loans, the interest rates of which are variable according to the general economic and financial
conditions. As with most loans, the agreed interest rate is at a fixed premium above EURIBOR / Average Deposit
Index, the Company is potentially exposed to cash flow risk. The management of the Company performs periodic
analysis of the macroeconomic environment and assesses the future interest rate risks faced by the company. In
case of deterioration of general interest rates, the company has the possibility to use hedging instruments. The
management of the company does not consider that there are currently conditions for a significant negative change
in the agreed total price of the borrowed credit resource, which would lead to additional financial risks as a result
of the loans used as of December 31, 2023.
2.9.3. Credit risk
When carrying out its activities, the company is exposed to credit risk, related to the fact that one of its
counterparties will not be able to fulfill its obligations towards it in full and within the usual deadlines. The
Company's financial assets are concentrated in two groups - cash and receivables. Cash and cash equivalents in
the Company and payment operations are concentrated in commercial banks with stable liquidity, which limits
the risk regarding cash and cash equivalents.
Receivables from clients
The financial assets that potentially expose the company to credit risk are mainly sales receivables and interest-
bearing loans granted. Exposure to credit risk is a result of the individual characteristics of individual customers.
This exposure may also depend on non-payment risk, which is a risk specific to a given business sector or to the
domestic market in which the company operates. Mainly, the Company is exposed to credit risk in case customers
do not pay their debts. The Company's policy in this area is aimed at making sales to customers with appropriate
credit standing and the use of adequate collateral as a means of limiting the risk of financial losses. The credit
quality of customers is evaluated by taking into account financial status, past experience and other factors. Credit
limits have been introduced, compliance with which is monitored regularly. More than 99% of interest loans and
sales receivables are from subsidiaries and other related enterprises that the company controls and therefore
considers that the credit risk is not high.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 12
2.9. Financial risk management (continued)
2.9.1. Currency risk
The Company's activities are carried out entirely in Bulgaria, but payments to some customers and suppliers and
in connection with received bank loans are made in Euro. The main transactions carried out by the company are
denominated in Bulgarian Lev and Euro. The BGN is pegged to the euro, which is why the company is not exposed
to significant currency risks when carrying out transactions in euros.
The Company is not exposed to foreign currency risk due to the fact that it has no liabilities and no cash that is
denominated in a foreign currency other than the Euro. For this reason, the Company does not use specific
financial instruments to hedge this risk.
2.9.2. Interest rate risk
Financial instruments that potentially expose the company to interest rate risk are primarily bank loans. The
Company uses bank loans, the interest rates of which are variable according to the general economic and financial
conditions. As with most loans, the agreed interest rate is at a fixed premium above EURIBOR / Average Deposit
Index, the Company is potentially exposed to cash flow risk. The management of the Company performs periodic
analysis of the macroeconomic environment and assesses the future interest rate risks faced by the company. In
case of deterioration of general interest rates, the company has the possibility to use hedging instruments. The
management of the company does not consider that there are currently conditions for a significant negative change
in the agreed total price of the borrowed credit resource, which would lead to additional financial risks as a result
of the loans used as of December 31, 2023.
2.9.3. Credit risk
When carrying out its activities, the company is exposed to credit risk, related to the fact that one of its
counterparties will not be able to fulfill its obligations towards it in full and within the usual deadlines. The
Company's financial assets are concentrated in two groups - cash and receivables. Cash and cash equivalents in
the Company and payment operations are concentrated in commercial banks with stable liquidity, which limits
the risk regarding cash and cash equivalents.
Receivables from clients
The financial assets that potentially expose the company to credit risk are mainly sales receivables and interest-
bearing loans granted. Exposure to credit risk is a result of the individual characteristics of individual customers.
This exposure may also depend on non-payment risk, which is a risk specific to a given business sector or to the
domestic market in which the company operates. Mainly, the Company is exposed to credit risk in case customers
do not pay their debts. The Company's policy in this area is aimed at making sales to customers with appropriate
credit standing and the use of adequate collateral as a means of limiting the risk of financial losses. The credit
quality of customers is evaluated by taking into account financial status, past experience and other factors. Credit
limits have been introduced, compliance with which is monitored regularly. More than 99% of interest loans and
sales receivables are from subsidiaries and other related enterprises that the company controls and therefore
considers that the credit risk is not high.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 13
2.9. Financial risk management (continued)
2.9.4. Price risk
The Company is exposed to price risk, as the prices of the services and materials it uses are influenced by those
on international markets. The policy in this area is aimed at negotiating fixed prices with suppliers of basic
services, with a prevailing term of up to a year, in order to avoid the negative effect of a possible rise in price
levels during this period.
2.9.5. Liquidity risk
Liquidity risk is the risk that the company will not be able to meet its financial obligations when they become due.
The policy in this area is aimed at ensuring the availability of sufficient liquid funds to service obligations when
they become due, including in extraordinary and unforeseen situations. The management of the Company
maintains sufficient free cash in order to ensure constant liquidity and repayment of the company's obligations
within the terms agreed with its suppliers and other creditors. The Company monitors the level of expected cash
inflows from trade and other receivables, along with expected cash outflows to trade and other payables.
3. Definition and valuation of the financial statement’s elements
3.1. Property, plant and equipment
Property, machinery, equipment, and intangible assets, except for agricultural land, are presented in the individual
statement of financial position at cost (acquisition price) and reduced by the amount of accrued depreciation and
any impairments.
The agricultural lands owned by the Company are presented at a revalued value, which is defined as their fair
value at the reporting date, reduced by possible impairment losses. To determine the fair value, independent
licensed appraisers who possess appropriate qualifications for such valuations are used. From the performed
revaluations, a revaluation reserve was formed, presented as part of the capital. The revaluation reserve is
recognized as retained earnings after the relevant asset is written off.
3.1.1. Initial recognition
Upon their initial acquisition property, plant and equipment and intangible assets are valued at cost, which
comprises the purchase price, customs duties and any directly attributable costs of bringing the asset to working
condition for its intended use. The directly attributable costs mainly are: cost of site preparation, initial delivery
and handling costs, installation costs, professional fees for people involved in the project, non-refundable taxes,
etc.
The Company has set a value threshold of BGN 700 below which the acquired assets, regardless of having the
features of non-current assets, are treated as current expenses now of their acquisition.
Property, plant, and equipment acquired through government grants are measured at fair value at the date of
acquisition.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 13
2.9. Financial risk management (continued)
2.9.4. Price risk
The Company is exposed to price risk, as the prices of the services and materials it uses are influenced by those
on international markets. The policy in this area is aimed at negotiating fixed prices with suppliers of basic
services, with a prevailing term of up to a year, in order to avoid the negative effect of a possible rise in price
levels during this period.
2.9.5. Liquidity risk
Liquidity risk is the risk that the company will not be able to meet its financial obligations when they become due.
The policy in this area is aimed at ensuring the availability of sufficient liquid funds to service obligations when
they become due, including in extraordinary and unforeseen situations. The management of the Company
maintains sufficient free cash in order to ensure constant liquidity and repayment of the company's obligations
within the terms agreed with its suppliers and other creditors. The Company monitors the level of expected cash
inflows from trade and other receivables, along with expected cash outflows to trade and other payables.
3. Definition and valuation of the financial statement’s elements
3.1. Property, plant and equipment
Property, machinery, equipment, and intangible assets, except for agricultural land, are presented in the individual
statement of financial position at cost (acquisition price) and reduced by the amount of accrued depreciation and
any impairments.
The agricultural lands owned by the Company are presented at a revalued value, which is defined as their fair
value at the reporting date, reduced by possible impairment losses. To determine the fair value, independent
licensed appraisers who possess appropriate qualifications for such valuations are used. From the performed
revaluations, a revaluation reserve was formed, presented as part of the capital. The revaluation reserve is
recognized as retained earnings after the relevant asset is written off.
3.1.1. Initial recognition
Upon their initial acquisition property, plant and equipment and intangible assets are valued at cost, which
comprises the purchase price, customs duties and any directly attributable costs of bringing the asset to working
condition for its intended use. The directly attributable costs mainly are: cost of site preparation, initial delivery
and handling costs, installation costs, professional fees for people involved in the project, non-refundable taxes,
etc.
The Company has set a value threshold of BGN 700 below which the acquired assets, regardless of having the
features of non-current assets, are treated as current expenses now of their acquisition.
Property, plant, and equipment acquired through government grants are measured at fair value at the date of
acquisition.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 14
3.1. Property, plant and equipment (continued)
3.1.2. Subsequent expenses
Repair and maintenance costs are recognized as current expenses when incurred. Subsequent expenses incurred
in relation to property, plant and equipment that have the nature of replacement of certain components, significant
parts and aggregates, or improvements and restructuring, and meet the requirements for asset recognition are
capitalized in the carrying amount of the respective asset and its residual useful life is reviewed as at the
capitalization date. At the same time, the non-depreciated amount of the components replaced is derecognised
from the carrying amount of the assets and is recognised as current expenses for the period of restructure.
Depreciation of property, plant and equipment and intangible assets is charged on a straight-line basis. The
depreciation rates of fixed assets are determined by the management on the basis of their estimated useful lives.
Depreciation is not charged on land, fully depreciated assets and assets in the process of acquisition or for assets
classified as held for sale in accordance with the requirements of IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations.
The following depreciation rates have been applied by group of assets presented in years of useful life:
2023 2022
Administrative and commercial buildings 25 25
Machinery and equipment 3.33 3.33
Vehicles 4 4
Computers, peripherals, software 2 2
Office equipment 6.67 6.67
Other fixed assets 6.67 6.67
Intangible assets 6.67 6.67
3.2. Impairment of property, plant and equipment and intangible assets
At the end of each year, a review of the carrying amount of fixed assets that is not carried at fair value is performed
to determine whether there is any indication of impairment. If any, the Company calculate the recoverable amount
of the asset to determine the amount of the impairment loss.
Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its carrying amount, the latter is reduced to the recoverable amount of
the asset (cash-generating unit). An impairment loss is recognized as an expense in the statement of profit or loss
and other comprehensive income when incurred.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset (cash-generating unit) in prior years.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 14
3.1. Property, plant and equipment (continued)
3.1.2. Subsequent expenses
Repair and maintenance costs are recognized as current expenses when incurred. Subsequent expenses incurred
in relation to property, plant and equipment that have the nature of replacement of certain components, significant
parts and aggregates, or improvements and restructuring, and meet the requirements for asset recognition are
capitalized in the carrying amount of the respective asset and its residual useful life is reviewed as at the
capitalization date. At the same time, the non-depreciated amount of the components replaced is derecognised
from the carrying amount of the assets and is recognised as current expenses for the period of restructure.
Depreciation of property, plant and equipment and intangible assets is charged on a straight-line basis. The
depreciation rates of fixed assets are determined by the management on the basis of their estimated useful lives.
Depreciation is not charged on land, fully depreciated assets and assets in the process of acquisition or for assets
classified as held for sale in accordance with the requirements of IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations.
The following depreciation rates have been applied by group of assets presented in years of useful life:
2023 2022
Administrative and commercial buildings 25 25
Machinery and equipment 3.33 3.33
Vehicles 4 4
Computers, peripherals, software 2 2
Office equipment 6.67 6.67
Other fixed assets 6.67 6.67
Intangible assets 6.67 6.67
3.2. Impairment of property, plant and equipment and intangible assets
At the end of each year, a review of the carrying amount of fixed assets that is not carried at fair value is performed
to determine whether there is any indication of impairment. If any, the Company calculate the recoverable amount
of the asset to determine the amount of the impairment loss.
Where it is not possible to estimate the recoverable amount of an asset, the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset (or cash-
generating unit) is estimated to be less than its carrying amount, the latter is reduced to the recoverable amount of
the asset (cash-generating unit). An impairment loss is recognized as an expense in the statement of profit or loss
and other comprehensive income when incurred.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognized for the
asset (cash-generating unit) in prior years.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 15
3.2. Impairment of property, plant and equipment and intangible assets (continued)
A reversal of an impairment loss is recognized as income in the statement of profit or loss and other comprehensive
income when incurred, unless the relevant asset is carried at revalued amount, in which case the reversal of the
impairment loss is treated as an increase in the revaluation reserve.
3.3. Investments in subsidiaries and associates
Non-current investments, stocks and shares in subsidiaries and associates, are presented in the separate financial
statements at acquisition cost (at cost), which is the fair value of the remuneration paid, including the direct costs
related to the acquiring of the investment less the accumulated impairment.
Investments in subsidiaries and associates held by the entity are subject to annual review for impairment. If
conditions for impairment appear, it is recognized in the statement of profit or loss and other comprehensive
income (in the profit or loss for the year). Upon purchase and sale of investments in subsidiaries and associates,
the entity applies the “closing date “of the transaction.
Investments are derecognized when the rights deriving from them are transferred to other parties when the legal
grounds for that occurrs and thus the control over the economic benefits from the respective particular type of
investments is considered lost. Profit/(loss) from the selling of such investments is presented respectively as
“financial income “or “financial expenses” in the statement of profit or loss and other comprehensive income (in
the profit or loss for the year).
3.4. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. The financial assets and financial liabilities are recognized in the statement of
financial position when the entity becomes a party in the contractual relationship of the respective financial
instrument generating this asset or liability.
Financial assets are written-off from the statement of financial position after the contractual rights for receiving
monetary flows have expired or the assets have been transferred and their transfer satisfies the requirements for
derecognition in accordance with IFRS 9 Financial instruments. Financial liabilities are written-off from the
statement of financial position only when they have been repaid, i.e. the obligation specified in the contract has
been annulled, cancelled, or expired.
The Company’s operations do not presuppose the existence of various financial instruments. The main financial
instruments included in the Company’s Statement of Financial Position are presented below.
3.4.1. Trade and other receivables
Trade receivables are amounts due by clients for goods and services sold in the routine course of business. Usually,
those are payable within a short period of time and are consequently classified as current. Trade receivables are
recognized initially in the amount of the due unconditional consideration, unless they contain considerable
financing components.
The Company holds trade receivables with the aim of collecting the contractual cashflows and therefore measures
those at amortized cost using the effective interest method. Discounting is not performed in cases where its effect
is insignificant.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 15
3.2. Impairment of property, plant and equipment and intangible assets (continued)
A reversal of an impairment loss is recognized as income in the statement of profit or loss and other comprehensive
income when incurred, unless the relevant asset is carried at revalued amount, in which case the reversal of the
impairment loss is treated as an increase in the revaluation reserve.
3.3. Investments in subsidiaries and associates
Non-current investments, stocks and shares in subsidiaries and associates, are presented in the separate financial
statements at acquisition cost (at cost), which is the fair value of the remuneration paid, including the direct costs
related to the acquiring of the investment less the accumulated impairment.
Investments in subsidiaries and associates held by the entity are subject to annual review for impairment. If
conditions for impairment appear, it is recognized in the statement of profit or loss and other comprehensive
income (in the profit or loss for the year). Upon purchase and sale of investments in subsidiaries and associates,
the entity applies the “closing date “of the transaction.
Investments are derecognized when the rights deriving from them are transferred to other parties when the legal
grounds for that occurrs and thus the control over the economic benefits from the respective particular type of
investments is considered lost. Profit/(loss) from the selling of such investments is presented respectively as
“financial income “or “financial expenses” in the statement of profit or loss and other comprehensive income (in
the profit or loss for the year).
3.4. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity. The financial assets and financial liabilities are recognized in the statement of
financial position when the entity becomes a party in the contractual relationship of the respective financial
instrument generating this asset or liability.
Financial assets are written-off from the statement of financial position after the contractual rights for receiving
monetary flows have expired or the assets have been transferred and their transfer satisfies the requirements for
derecognition in accordance with IFRS 9 Financial instruments. Financial liabilities are written-off from the
statement of financial position only when they have been repaid, i.e. the obligation specified in the contract has
been annulled, cancelled, or expired.
The Company’s operations do not presuppose the existence of various financial instruments. The main financial
instruments included in the Company’s Statement of Financial Position are presented below.
3.4.1. Trade and other receivables
Trade receivables are amounts due by clients for goods and services sold in the routine course of business. Usually,
those are payable within a short period of time and are consequently classified as current. Trade receivables are
recognized initially in the amount of the due unconditional consideration, unless they contain considerable
financing components.
The Company holds trade receivables with the aim of collecting the contractual cashflows and therefore measures
those at amortized cost using the effective interest method. Discounting is not performed in cases where its effect
is insignificant.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 16
3.4. Financial instruments (continued)
3.4.1. Trade and other receivables (continued)
As at the date of preparing the financial statements, the Company assesses whether there is objective evidence
for impairment with regard to the trade receivables which are of individual significance. Impairment is being
reported in case there is objective evidence that the company will not be able to collect all amounts, in accordance
with the initial conditions pertaining to the respective receivable.
The amount of impairment is the difference between the carrying value and recoverable value. The recoverable
amount represents the present value of expected cash flows, discounted at the effective interest rate. The amount
of impairment of trade receivables in the current period is recognized as income and expense. When collection is
expected to be received within one year, it is recognized as a current asset. In other cases, receivables are
recognized as non-current assets.
The future cash flows determined for a group of financial assets that are collectively assessed for impairment are
based on historical information related to financial assets with credit risk characteristics similar to the
characteristics of the group of financial assets.
Assets that are individually impaired are not included in a group for impairment assessment.
The Company uses a simplified approach when reporting impairments of trade and other receivables and
recognizes impairment losses as expected credit losses for the entire period. These represent the expected shortage
of contractual cashflows while taking into account the probability for non-performance at any moment of the
financial instrument’s tenor.
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 an indicator that the trade receivable should
be impaired.
In estimating expected credit losses on trade receivables, the company has used a matrix of provisions, as well as
its accumulated experience in the field of credit losses on trade receivables and receivables on granted loans, to
estimate approximately the expected credit losses for the entire life of the financial assets.
The essential part of contracts with customers, as well as loans and advances granted, are with commercial
companies that are related parties, as a result of which the Management assesses the possibility of credit losses as
minimal. The analysis carried out proves this judgment and as a result it is not necessary to charge provisions for
possible credit losses according to IFRS 9.
3.4.2. Cash and cash equivalents.
Cash and cash equivalents in BGN are stated at nominal value and cash denominated in foreign currency – at the
closing exchange rate of BNB as at the end of each reporting period.
For the purposes of preparing the cash flow statement, cash and cash equivalents are cash in hand and at banks.
3.4.3. Interest-bearing loans
Interest-bearing loans are initially recognised at fair value calculated through reduction of received cash proceeds
by inherent transaction costs. Following initial recognition, interest-bearing loans are measured at amortised cost
where any difference between the initial value and the value at maturity date is reported in the profit or loss
statement for the period of loan utilisation applying the effective interest rate method. No amortisation applies to
received interest-bearing loans characterised with lack of transaction costs upon origination. Received bank
overdrafts where the debtor may periodically utilise or repay the loan within a preliminary defined limit are treated
in the same manner.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 16
3.4. Financial instruments (continued)
3.4.1. Trade and other receivables (continued)
As at the date of preparing the financial statements, the Company assesses whether there is objective evidence
for impairment with regard to the trade receivables which are of individual significance. Impairment is being
reported in case there is objective evidence that the company will not be able to collect all amounts, in accordance
with the initial conditions pertaining to the respective receivable.
The amount of impairment is the difference between the carrying value and recoverable value. The recoverable
amount represents the present value of expected cash flows, discounted at the effective interest rate. The amount
of impairment of trade receivables in the current period is recognized as income and expense. When collection is
expected to be received within one year, it is recognized as a current asset. In other cases, receivables are
recognized as non-current assets.
The future cash flows determined for a group of financial assets that are collectively assessed for impairment are
based on historical information related to financial assets with credit risk characteristics similar to the
characteristics of the group of financial assets.
Assets that are individually impaired are not included in a group for impairment assessment.
The Company uses a simplified approach when reporting impairments of trade and other receivables and
recognizes impairment losses as expected credit losses for the entire period. These represent the expected shortage
of contractual cashflows while taking into account the probability for non-performance at any moment of the
financial instrument’s tenor.
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 an indicator that the trade receivable should
be impaired.
In estimating expected credit losses on trade receivables, the company has used a matrix of provisions, as well as
its accumulated experience in the field of credit losses on trade receivables and receivables on granted loans, to
estimate approximately the expected credit losses for the entire life of the financial assets.
The essential part of contracts with customers, as well as loans and advances granted, are with commercial
companies that are related parties, as a result of which the Management assesses the possibility of credit losses as
minimal. The analysis carried out proves this judgment and as a result it is not necessary to charge provisions for
possible credit losses according to IFRS 9.
3.4.2. Cash and cash equivalents.
Cash and cash equivalents in BGN are stated at nominal value and cash denominated in foreign currency – at the
closing exchange rate of BNB as at the end of each reporting period.
For the purposes of preparing the cash flow statement, cash and cash equivalents are cash in hand and at banks.
3.4.3. Interest-bearing loans
Interest-bearing loans are initially recognised at fair value calculated through reduction of received cash proceeds
by inherent transaction costs. Following initial recognition, interest-bearing loans are measured at amortised cost
where any difference between the initial value and the value at maturity date is reported in the profit or loss
statement for the period of loan utilisation applying the effective interest rate method. No amortisation applies to
received interest-bearing loans characterised with lack of transaction costs upon origination. Received bank
overdrafts where the debtor may periodically utilise or repay the loan within a preliminary defined limit are treated
in the same manner.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 17
3.4. Financial instruments (continued)
3.4.3. Interest-bearing loans (continued)
Financial expenses, including direct borrowing costs, are included in profit or loss using the effective interest
method, except for transaction costs on bank overdrafts, which are recognized in profit or loss on a straight-line
basis over the period, for which the agreed overdraft.
Interest-bearing loans are classified as current when they are to be settled within twelve months after the end of
the reporting period.
3.4.4. Payables to suppliers, other non-current payables and advances received
Trade and other liabilities arise because of received goods or services. No amortization applies to short-term
payables.
Trade payables are recognized initially at fair value, while subsequently at amortized cost, using the effective
interest rate method.
3.5. Share capital
The share capital of the Company is presented at nominal value and corresponds to its current legal registration.
The share buy-back is presented in the statement of financial position at cost (acquisition price) as the share capital
of the Company is reduced with the gross purchasing amount.
3.6. Reserves
The reserves presented in the statement of financial position comprise the financial results capitalized in previous
years and the premium reserve formed from issuing shares as well as reserves from the revaluation of some of the
property, plant, and equipment (see note 3.1). The shareholders of the Company may dispose of the capital
reserves after resolution of the general meeting. Revaluated reserves are recognized as realized through
transferring in non-distributed profit after the respective asset has been taken out of operational use.
3.7. Government grants
Government grants related to long-term assets and for compensation of expenses incurred by the Company are
recognized as deferred income, when there is sufficient assurance that they will be received and that the Company
will be able to meet all related requirements. The income for such grants is recognized in the statement of profit
or loss and other comprehensive income on a systematic basis over the useful life of the asset.
Government grants received as compensation for expenses incurred by the company are recognized in the income
statement and other comprehensive income during the period in which the expenses are incurred.
3.8. Leases
At the effective date of the contract, the Company assesses whether the contract represents or contains a lease. Namely,
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 uniform approach for the recognition and measurement of all leases, except for short-term
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 17
3.4. Financial instruments (continued)
3.4.3. Interest-bearing loans (continued)
Financial expenses, including direct borrowing costs, are included in profit or loss using the effective interest
method, except for transaction costs on bank overdrafts, which are recognized in profit or loss on a straight-line
basis over the period, for which the agreed overdraft.
Interest-bearing loans are classified as current when they are to be settled within twelve months after the end of
the reporting period.
3.4.4. Payables to suppliers, other non-current payables and advances received
Trade and other liabilities arise because of received goods or services. No amortization applies to short-term
payables.
Trade payables are recognized initially at fair value, while subsequently at amortized cost, using the effective
interest rate method.
3.5. Share capital
The share capital of the Company is presented at nominal value and corresponds to its current legal registration.
The share buy-back is presented in the statement of financial position at cost (acquisition price) as the share capital
of the Company is reduced with the gross purchasing amount.
3.6. Reserves
The reserves presented in the statement of financial position comprise the financial results capitalized in previous
years and the premium reserve formed from issuing shares as well as reserves from the revaluation of some of the
property, plant, and equipment (see note 3.1). The shareholders of the Company may dispose of the capital
reserves after resolution of the general meeting. Revaluated reserves are recognized as realized through
transferring in non-distributed profit after the respective asset has been taken out of operational use.
3.7. Government grants
Government grants related to long-term assets and for compensation of expenses incurred by the Company are
recognized as deferred income, when there is sufficient assurance that they will be received and that the Company
will be able to meet all related requirements. The income for such grants is recognized in the statement of profit
or loss and other comprehensive income on a systematic basis over the useful life of the asset.
Government grants received as compensation for expenses incurred by the company are recognized in the income
statement and other comprehensive income during the period in which the expenses are incurred.
3.8. Leases
At the effective date of the contract, the Company assesses whether the contract represents or contains a lease. Namely,
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 uniform approach for the recognition and measurement of all leases, except for short-term
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 18
3.8. Leases (continued)
leases (ie leases with a lease term of up to 12 months) and leases of low value assets. The Company recognizes lease
obligations to pay the lease payments and rights-of- use assets that represent the right to use the assets.
Right-of-use assets
The Company recognizes right-of-use assets from the commencement date (i.e. the date on which the underlying asset
is available for use). Right-of-use assets are measured at cost less accumulated amortization and impairment losses and
adjusted for any revaluation of the lease liability.
The cost of acquisition of the right-of-use assets includes the amount of the recognized lease obligations, the initial
direct costs incurred and the lease payments made on or before the commencement date, an estimate of the costs to be
borne by the lessee in the dismantling and relocation of the asset, restoration of the site on which it is located, or
recovery of the asset to the condition required under the terms of the lease, less any leasing incentive received. Right-
of-use assets are depreciated on a straight-line basis over the lease term.
If at the end of the lease term the ownership of the leased asset is transferred to the 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 obligations
From the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of
the lease payments that will be made for the lease term. Lease payments include fixed installments (including fixed
payments substantially) less any leasing incentives, variable lease payments that depend on an index or interest rate,
and amounts expected to be paid on guarantees for residual value. Leasing payments also include the cost of exercising
a purchase option that is reasonably certain to be exercised by the Company as well as payments of penalties for
termination of the lease if the lease term reflects the exercise by the Company of the option for termination.
Variable lease payments that are independent of index or interest rate are recognized as an expense over the period in
which the event or condition that triggers the payment occurs.
When calculating the present value of lease payments, the Company uses an intrinsic interest rate on loans at the
commencement date of the lease because the interest rate on the lease cannot be reliably determined. After the
commencement date, the amount of the lease liabilities increases with interest and decreases with the lease payments
made. In addition, the carrying amount of the lease liability is revalued if there is a modification, a change in the lease
term, a change in the lease payments (for example, changes in future payments resulting from a change in the index or
the interest rate used to determine these lease payments). or a change in the valuation of the option to buy the underlying
asset.
Short-term leases and low-value asset leases
The Company applies the exemption from the recognition of short-term leases in respect of its short-term leases on
buildings (for example, leases with a lease term of 12 months or less from the commencement date and which do not
include an option to purchase). The Company also applies the exemption from the recognition of low value asset leases
to the lease of office equipment which is considered of low value. Payments for short-term leases and leases of low-
value assets are recorded as an expense on a straight-line basis over the lease term.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 18
3.8. Leases (continued)
leases (ie leases with a lease term of up to 12 months) and leases of low value assets. The Company recognizes lease
obligations to pay the lease payments and rights-of- use assets that represent the right to use the assets.
Right-of-use assets
The Company recognizes right-of-use assets from the commencement date (i.e. the date on which the underlying asset
is available for use). Right-of-use assets are measured at cost less accumulated amortization and impairment losses and
adjusted for any revaluation of the lease liability.
The cost of acquisition of the right-of-use assets includes the amount of the recognized lease obligations, the initial
direct costs incurred and the lease payments made on or before the commencement date, an estimate of the costs to be
borne by the lessee in the dismantling and relocation of the asset, restoration of the site on which it is located, or
recovery of the asset to the condition required under the terms of the lease, less any leasing incentive received. Right-
of-use assets are depreciated on a straight-line basis over the lease term.
If at the end of the lease term the ownership of the leased asset is transferred to the 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 obligations
From the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of
the lease payments that will be made for the lease term. Lease payments include fixed installments (including fixed
payments substantially) less any leasing incentives, variable lease payments that depend on an index or interest rate,
and amounts expected to be paid on guarantees for residual value. Leasing payments also include the cost of exercising
a purchase option that is reasonably certain to be exercised by the Company as well as payments of penalties for
termination of the lease if the lease term reflects the exercise by the Company of the option for termination.
Variable lease payments that are independent of index or interest rate are recognized as an expense over the period in
which the event or condition that triggers the payment occurs.
When calculating the present value of lease payments, the Company uses an intrinsic interest rate on loans at the
commencement date of the lease because the interest rate on the lease cannot be reliably determined. After the
commencement date, the amount of the lease liabilities increases with interest and decreases with the lease payments
made. In addition, the carrying amount of the lease liability is revalued if there is a modification, a change in the lease
term, a change in the lease payments (for example, changes in future payments resulting from a change in the index or
the interest rate used to determine these lease payments). or a change in the valuation of the option to buy the underlying
asset.
Short-term leases and low-value asset leases
The Company applies the exemption from the recognition of short-term leases in respect of its short-term leases on
buildings (for example, leases with a lease term of 12 months or less from the commencement date and which do not
include an option to purchase). The Company also applies the exemption from the recognition of low value asset leases
to the lease of office equipment which is considered of low value. Payments for short-term leases and leases of low-
value assets are recorded as an expense on a straight-line basis over the lease term.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 19
3.9. Employee benefit obligations
3.9.1. Defined benefit plans
The Bulgarian government is responsible for providing pensions under plans for defined pension contributions.
The Company’s expenses related to payment of contributions under these plans are recognized in the statement
of profit or loss and other comprehensive income for the period when they occur.
3.9.2. Annual paid leave
The Company recognizes as liability the non-discounted amount of the estimated expenses for annual paid leave,
expected to be paid to the employees for the past reporting period.
3.9.3. Defined benefit plans
Pursuant to the requirements of the Labour Code, upon termination of the employment contract the employees
are entitled to retirement benefits amounting to two gross monthly salaries when the overall length of service of
the employee in the Company is less than ten years, or six gross monthly salaries when the overall length of
service is more than 10 consecutive years.
The Company has considered that the amount of the estimated retirement benefit obligations is insignificant, thus
it was not stated in these financial statements.
3.10. Income and expenses recognition
3.10.1. Income from sales of services and other income
Revenues from sales and operating expenses are accrued at the time of their occurrence, regardless of cash receipts
and payments. The reporting and recognition of income and expenses is performed in compliance with the
requirement for a cause-and-effect relationship between them.
Income is measured at the fair value of the consideration received or due to be received, less the amount of all
granted discounts.
The Company recognizes income when the income amount can be reliably measured in the cases when the
Company can obtain future economic benefits and also when it meets particular criteria for each activity of the
Company, as specified further below.
The amounts collected on behalf of third parties, such as sales taxes like the value added tax, are excluded from
the income.
(a) Rental income from farmland and other assets
Income from rentals and leases of assets is recognized for the reporting period during which the farmland or the
respective other asset has been leased.
(b) Income from rendered services
Income from rendered services (administrative and others) is recognized monthly for the reporting period to which
it refers.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 19
3.9. Employee benefit obligations
3.9.1. Defined benefit plans
The Bulgarian government is responsible for providing pensions under plans for defined pension contributions.
The Company’s expenses related to payment of contributions under these plans are recognized in the statement
of profit or loss and other comprehensive income for the period when they occur.
3.9.2. Annual paid leave
The Company recognizes as liability the non-discounted amount of the estimated expenses for annual paid leave,
expected to be paid to the employees for the past reporting period.
3.9.3. Defined benefit plans
Pursuant to the requirements of the Labour Code, upon termination of the employment contract the employees
are entitled to retirement benefits amounting to two gross monthly salaries when the overall length of service of
the employee in the Company is less than ten years, or six gross monthly salaries when the overall length of
service is more than 10 consecutive years.
The Company has considered that the amount of the estimated retirement benefit obligations is insignificant, thus
it was not stated in these financial statements.
3.10. Income and expenses recognition
3.10.1. Income from sales of services and other income
Revenues from sales and operating expenses are accrued at the time of their occurrence, regardless of cash receipts
and payments. The reporting and recognition of income and expenses is performed in compliance with the
requirement for a cause-and-effect relationship between them.
Income is measured at the fair value of the consideration received or due to be received, less the amount of all
granted discounts.
The Company recognizes income when the income amount can be reliably measured in the cases when the
Company can obtain future economic benefits and also when it meets particular criteria for each activity of the
Company, as specified further below.
The amounts collected on behalf of third parties, such as sales taxes like the value added tax, are excluded from
the income.
(a) Rental income from farmland and other assets
Income from rentals and leases of assets is recognized for the reporting period during which the farmland or the
respective other asset has been leased.
(b) Income from rendered services
Income from rendered services (administrative and others) is recognized monthly for the reporting period to which
it refers.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 20
3.10. Income and expenses recognition (continued)
3.10.1. Income from sales of services and other income (continued)
Income from Income from government grants related to compensation for incurred expenses are recognized in
the current profit or loss on a systematic basis for the same period during which the expenses were also
recognized.
Income from government grants related to compensation for investment expenses for the acquisition of an asset
are recognized in the current profit or loss on a systematic basis for the entire period of the asset’s useful life,
usually in the amount of the amortization recognized as expense.
The profit (loss) from the sale of property, plant and equipment, intangible assets and materials is stated as other
income (expense).
In the event of an exchange of assets , income (expense) is being reported from the exchange transaction in the
amount of the difference between the fair value of the received asset and the carrying amount of the exchanged.
When economic benefits are expected to arise over several financial periods and their relatedness to the income
may be defined only in general or indirectly, expenses are recognised in the profit or loss based on procedures for
systematic and rational allocation.
3.10.2. Financial income and expenses
Loan expenses, which may directly be posted to an asset for which the acquisition process, construction or
production prior to its becoming ready for its intended use, or sale, necessarily takes a considerable period of
time, should be capitalized as part of the value of that same asset.
All other financial income and expenses are reported through profit or loss for all instruments measured at
amortized cost using the effective interest rate method.
The effective interest method is a method of calculating the amortised cost of a financial asset or liability and
for allocating the profit or cost for interest rates during the respective period. The effective interest method is
that where expected future cash payments or income are discounted during the life of the financial instrument or
in certain cases for a shorter period, from the carrying amount of the financial asset or liability. During the
calculation of the effective interest rate, the Company assesses the cash flows by taking into account all
contractual conditions of the financial instrument, however, without including potential future credit losses
resulting from impairment. The calculation includes fees, transaction costs, premiums or discounts paid or
received between the parties to the contract, which are an integral part of the effective interest rate.
All other financial income and expenses are reported through profit or loss for all instruments, measured at
amortized cost using the effective interest rate method.
3.11. Earnings per share
The Company presents basic earnings per share or diluted earnings per share of its common stock. Basic earnings
per share is calculated by dividing the profit or loss allocable to common shareholders by the weighted average
number of common shares of the Company during that period.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 20
3.10. Income and expenses recognition (continued)
3.10.1. Income from sales of services and other income (continued)
Income from Income from government grants related to compensation for incurred expenses are recognized in
the current profit or loss on a systematic basis for the same period during which the expenses were also
recognized.
Income from government grants related to compensation for investment expenses for the acquisition of an asset
are recognized in the current profit or loss on a systematic basis for the entire period of the asset’s useful life,
usually in the amount of the amortization recognized as expense.
The profit (loss) from the sale of property, plant and equipment, intangible assets and materials is stated as other
income (expense).
In the event of an exchange of assets , income (expense) is being reported from the exchange transaction in the
amount of the difference between the fair value of the received asset and the carrying amount of the exchanged.
When economic benefits are expected to arise over several financial periods and their relatedness to the income
may be defined only in general or indirectly, expenses are recognised in the profit or loss based on procedures for
systematic and rational allocation.
3.10.2. Financial income and expenses
Loan expenses, which may directly be posted to an asset for which the acquisition process, construction or
production prior to its becoming ready for its intended use, or sale, necessarily takes a considerable period of
time, should be capitalized as part of the value of that same asset.
All other financial income and expenses are reported through profit or loss for all instruments measured at
amortized cost using the effective interest rate method.
The effective interest method is a method of calculating the amortised cost of a financial asset or liability and
for allocating the profit or cost for interest rates during the respective period. The effective interest method is
that where expected future cash payments or income are discounted during the life of the financial instrument or
in certain cases for a shorter period, from the carrying amount of the financial asset or liability. During the
calculation of the effective interest rate, the Company assesses the cash flows by taking into account all
contractual conditions of the financial instrument, however, without including potential future credit losses
resulting from impairment. The calculation includes fees, transaction costs, premiums or discounts paid or
received between the parties to the contract, which are an integral part of the effective interest rate.
All other financial income and expenses are reported through profit or loss for all instruments, measured at
amortized cost using the effective interest rate method.
3.11. Earnings per share
The Company presents basic earnings per share or diluted earnings per share of its common stock. Basic earnings
per share is calculated by dividing the profit or loss allocable to common shareholders by the weighted average
number of common shares of the Company during that period.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 21
3.12. Corporate income tax
The corporate income tax expense represents the sum of the tax currently payable and the tax effect on the
temporary tax differences. The tax currently payable is based on taxable profit for the period by applying the
effective tax rate in compliance with the applicable tax legislation as at the financial statements date. Deferred tax
assets and/or liabilities represent the amount of recoverable and payable income taxes calculated for future
reporting periods regarding deductible and taxable temporary differences.
Temporary tax difference is the difference between the carrying amount of an asset or liability presented in the
statement of financial position and its tax basis, derived from the taxation rules.
Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are
calculated and are recognized for all taxable temporary differences, while deferred tax assets are recognized only
if reversal is probable and if sufficient taxable profit will be available, against which deductible temporary
differences can be deducted.
The effect of deferred tax assets and/ or liabilities recognition is presented according to the effect of the event that
incurred it.
For events that affect the statement of profit or loss and other comprehensive income the effect of deferred tax
assets and liabilities is recognized in the statement of profit or loss and other comprehensive income.
For events that were initially reported in equity (revaluation reserve), deferred tax assets and liabilities are
recognized at the expense of equity.
Deferred tax assets and liabilities in the statement of financial position are set-off as they relate to income taxes
levied by the same tax authority.
According to the Bulgarian tax legislation the company pays corporate income tax at the amount of 10 % of the
taxable profit for 2023. The tax rate for 2024 remains 10 %.
3.13. Dividends
Dividends are recognized as a reduction of the company's net assets and a current liability to its shareholders in
the period in which their right to receive them arose.
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty.
In the process of applying the accounting policy, the Company's management makes judgments that have a
significant effect on the current financial statement. Such judgments, by definition, rarely equal actual results. As
a result of their nature, 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 under the current
circumstances.
Estimates and assumptions that carry a significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities in the next financial year are set out below.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 21
3.12. Corporate income tax
The corporate income tax expense represents the sum of the tax currently payable and the tax effect on the
temporary tax differences. The tax currently payable is based on taxable profit for the period by applying the
effective tax rate in compliance with the applicable tax legislation as at the financial statements date. Deferred tax
assets and/or liabilities represent the amount of recoverable and payable income taxes calculated for future
reporting periods regarding deductible and taxable temporary differences.
Temporary tax difference is the difference between the carrying amount of an asset or liability presented in the
statement of financial position and its tax basis, derived from the taxation rules.
Deferred income taxes are calculated using the balance sheet liability method. Deferred tax liabilities are
calculated and are recognized for all taxable temporary differences, while deferred tax assets are recognized only
if reversal is probable and if sufficient taxable profit will be available, against which deductible temporary
differences can be deducted.
The effect of deferred tax assets and/ or liabilities recognition is presented according to the effect of the event that
incurred it.
For events that affect the statement of profit or loss and other comprehensive income the effect of deferred tax
assets and liabilities is recognized in the statement of profit or loss and other comprehensive income.
For events that were initially reported in equity (revaluation reserve), deferred tax assets and liabilities are
recognized at the expense of equity.
Deferred tax assets and liabilities in the statement of financial position are set-off as they relate to income taxes
levied by the same tax authority.
According to the Bulgarian tax legislation the company pays corporate income tax at the amount of 10 % of the
taxable profit for 2023. The tax rate for 2024 remains 10 %.
3.13. Dividends
Dividends are recognized as a reduction of the company's net assets and a current liability to its shareholders in
the period in which their right to receive them arose.
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty.
In the process of applying the accounting policy, the Company's management makes judgments that have a
significant effect on the current financial statement. Such judgments, by definition, rarely equal actual results. As
a result of their nature, 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 under the current
circumstances.
Estimates and assumptions that carry a significant risk of resulting in a material adjustment to the carrying
amounts of assets and liabilities in the next financial year are set out below.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 22
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty. (continued)
3.14.1. Revalued amounts of property, plant and equipment
The management has adopted a policy of appointing and using the professional services of independent licensed
appraisers to determine the fair values of lands, which are valued at fair value.
The following approaches and valuation methods have been applied in this revaluation to measure the fair value
of individual types of tangible fixed assets:
• Comparative Market Approach – results in an indicative value by comparing the asset subject to
assessment with identical or similar assets for which there is available pricing information and which is being
treated with prevalence due to the properties’ nature and their current use;
• Income Approach – results in an indicative value by adjusting future cashflows to a single current value of
capital. In order to apply the approach, it is necessary to determine the permanently realized net annual income of
the property (land rental) which is being capitalized in order to convert it into its net value.
Such revaluations should be made frequently enough in the cases when there are indications that the fair value of
a certain asset class has changed considerably.
3.14.2. Impairment of investments in subsidiaries
The management performs an analysis and assessment as to the presence of indicators for impairment of their
investments in subsidiaries. The following are accepted as the main indicators for impairment: Considerable
reduction in the volume or discontinuing the activity of the Company in which it has invested; Reporting of losses
over a longer period of time and reporting of negative net assets or assets below the registered share capital.
The management’s tests and estimations for impairment of investments have been made from the perspective of
their plans and intentions as regards the future economic benefits which are expected to be received from the
subsidiary companies, including trade and industrial experience, securing positions on foreign markets,
anticipated future sales and others.
Projection variants are being prepared for this purpose taking into account the various assumptions for risks,
uncertainties and probabilities relating to the future realization of cashflows and revenues from those investments.
Each of those variants is analysed carefully by the management and the results are weighted during the calculation
of the respective investment’s recoverable amount.
3.14.3. Useful life of property, plant and equipment and intangible assets
The financial reporting of property, plant and equipment as well as the intangible assets involves the use of
estimates as to their anticipated useful life and carrying amounts, which estimates are based on assessments on
the part of the Company’s management.
3.14.4. Impairment of receivables
In connection with the first-time application of IFRS 9 Financial Instruments, the Company's Management has
used its accumulated experience in the field of credit losses, taking into account current conditions and its
forecasts, to reliably estimate expected credit losses on its trade receivables.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 22
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty. (continued)
3.14.1. Revalued amounts of property, plant and equipment
The management has adopted a policy of appointing and using the professional services of independent licensed
appraisers to determine the fair values of lands, which are valued at fair value.
The following approaches and valuation methods have been applied in this revaluation to measure the fair value
of individual types of tangible fixed assets:
• Comparative Market Approach – results in an indicative value by comparing the asset subject to
assessment with identical or similar assets for which there is available pricing information and which is being
treated with prevalence due to the properties’ nature and their current use;
• Income Approach – results in an indicative value by adjusting future cashflows to a single current value of
capital. In order to apply the approach, it is necessary to determine the permanently realized net annual income of
the property (land rental) which is being capitalized in order to convert it into its net value.
Such revaluations should be made frequently enough in the cases when there are indications that the fair value of
a certain asset class has changed considerably.
3.14.2. Impairment of investments in subsidiaries
The management performs an analysis and assessment as to the presence of indicators for impairment of their
investments in subsidiaries. The following are accepted as the main indicators for impairment: Considerable
reduction in the volume or discontinuing the activity of the Company in which it has invested; Reporting of losses
over a longer period of time and reporting of negative net assets or assets below the registered share capital.
The management’s tests and estimations for impairment of investments have been made from the perspective of
their plans and intentions as regards the future economic benefits which are expected to be received from the
subsidiary companies, including trade and industrial experience, securing positions on foreign markets,
anticipated future sales and others.
Projection variants are being prepared for this purpose taking into account the various assumptions for risks,
uncertainties and probabilities relating to the future realization of cashflows and revenues from those investments.
Each of those variants is analysed carefully by the management and the results are weighted during the calculation
of the respective investment’s recoverable amount.
3.14.3. Useful life of property, plant and equipment and intangible assets
The financial reporting of property, plant and equipment as well as the intangible assets involves the use of
estimates as to their anticipated useful life and carrying amounts, which estimates are based on assessments on
the part of the Company’s management.
3.14.4. Impairment of receivables
In connection with the first-time application of IFRS 9 Financial Instruments, the Company's Management has
used its accumulated experience in the field of credit losses, taking into account current conditions and its
forecasts, to reliably estimate expected credit losses on its trade receivables.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 23
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty. (continued)
3.14.5. Lea с es
Determining the term of the lease for contracts with renewal and termination options - Company as lessee
The Company defines the term of the lease as the irrevocable term of the lease, together with any periods covered
by an option to extend it if it is reasonably certain that the option will be exercised, or any periods covered by an
option to the termination of the lease if it is reasonably certain that the option will not be exercised.
The Company has nine leases that include extension and termination options. The Company uses judgment to
assess whether it is reasonably certain whether or not the option to renew or terminate the lease will be exercised.
i.e. The Company considers all material factors that create an economic incentive to exercise either the renewal
option or the termination option. After the effective date of the contract, the Company re-evaluates the term of the
lease if there is a material event or change in circumstances that is within its control and affects its ability to
exercise or not exercise the option to renew or terminate (for example, construction of material improvements to
a leased property or substantial rework to specifications of the leased asset).
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 23
3.14. Critical estimates for the application of the Company’s accounting policy. Key estimates and
assumptions with high uncertainty. (continued)
3.14.5. Lea с es
Determining the term of the lease for contracts with renewal and termination options - Company as lessee
The Company defines the term of the lease as the irrevocable term of the lease, together with any periods covered
by an option to extend it if it is reasonably certain that the option will be exercised, or any periods covered by an
option to the termination of the lease if it is reasonably certain that the option will not be exercised.
The Company has nine leases that include extension and termination options. The Company uses judgment to
assess whether it is reasonably certain whether or not the option to renew or terminate the lease will be exercised.
i.e. The Company considers all material factors that create an economic incentive to exercise either the renewal
option or the termination option. After the effective date of the contract, the Company re-evaluates the term of the
lease if there is a material event or change in circumstances that is within its control and affects its ability to
exercise or not exercise the option to renew or terminate (for example, construction of material improvements to
a leased property or substantial rework to specifications of the leased asset).
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 24
4. Property, plant and equipment
Land Building Transport
vehicles
Right-of-
use
assets
Office
equipment
and
computers
Construction
in progress Total
BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000
Cost:
Balance as of
January 1, 2022 4 733 1 687 213 917 276 - 7 826
Effect from
applying IFRS 16
- - - - - - 51
Revaluation 2 003 - - - - - 2 003
Additions - - 277 - 35 235 547
Disposals (49) - - (18) - - (67)
Balance as of
December 31,
2022
6 687 1 687 490 950 311 235 10 360
Effect from
applying IFRS 16 - - - (127) - - (127)
Additions - - - - 11 - 11
Disposals - - (15) - (45) (235) (295)
Balance as of
December 31,
2023
6 687 1 687 475 823 277 - 9 949
Accumulated
depreciation:
Balance as of
January 1, 2022
- 776 213 259 243 - 1 491
Charged for the
period
- 67 29 268 18 - 382
Depreciation of
disposals
- - - (15) - - (15)
Balance as of
December 31,
2022
- 843 242 512 261 - 1 858
Charged for the
period - 68 69 218 18 - 373
Depreciation of
disposals - - (15) (137) (45) - (197)
Balance as of
December 31,
2023
- 911 296 593 234 - 2 034
Carrying amount
as of December
31, 2023
6 687 776 179 230 43 - 7 915
Carrying amount
as of December
31, 2022
6 687 844 248 438 50 235 8 502
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 24
4. Property, plant and equipment
Land Building Transport
vehicles
Right-of-
use
assets
Office
equipment
and
computers
Construction
in progress Total
BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000
Cost:
Balance as of
January 1, 2022 4 733 1 687 213 917 276 - 7 826
Effect from
applying IFRS 16
- - - - - - 51
Revaluation 2 003 - - - - - 2 003
Additions - - 277 - 35 235 547
Disposals (49) - - (18) - - (67)
Balance as of
December 31,
2022
6 687 1 687 490 950 311 235 10 360
Effect from
applying IFRS 16 - - - (127) - - (127)
Additions - - - - 11 - 11
Disposals - - (15) - (45) (235) (295)
Balance as of
December 31,
2023
6 687 1 687 475 823 277 - 9 949
Accumulated
depreciation:
Balance as of
January 1, 2022
- 776 213 259 243 - 1 491
Charged for the
period
- 67 29 268 18 - 382
Depreciation of
disposals
- - - (15) - - (15)
Balance as of
December 31,
2022
- 843 242 512 261 - 1 858
Charged for the
period - 68 69 218 18 - 373
Depreciation of
disposals - - (15) (137) (45) - (197)
Balance as of
December 31,
2023
- 911 296 593 234 - 2 034
Carrying amount
as of December
31, 2023
6 687 776 179 230 43 - 7 915
Carrying amount
as of December
31, 2022
6 687 844 248 438 50 235 8 502
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 25
4. Property, plant and equipment (continued)
The Company has leasing agreements for renting office spaces and vehicles used in its operations. The terms
range from 3 to 5 years with options for extension.
To secure investment and revolving bank loans received by the company and its subsidiaries, the company
established a pledge and a mortgage in favor of creditor banks on land with a transferable value as of December
31, 2023, of BGN 6,687 thousand and buildings with a transferable value as of December 31, 2023 BGN 776
thousand.
To determine the fair value of the owned lands, the Company uses the services of a licensed appraiser with
recognized professional qualifications and experience. Fair value is based on market value, which is the estimated
amount for which a property could be exchanged on the valuation date between a willing buyer and seller in an
arm's length transaction after appropriate marketing in which the parties acted knowingly.
The obtained market value is determined as a weighted value of the results obtained from the individual methods
and weights, expertly determined, according to the reliability of the information used and evaluation experience.
The fair value of the land is categorized as Level 3 fair value based on the inputs to the valuation technique used.
5. Intangible assets
Software
Cost of
acquisition of
intangible assets
Total
BGN’000 BGN’000 BGN’000
Cost:
Balance as of January 1, 2022 352 97 449
Additions - - -
Disposal - - -
Balance as of December 31, 2022 352 97 449
Additions 97 (97) -
Disposal - - -
Balance as of December 31, 2023 449 - 449
Accumulated depreciation:
Balance as of January 1, 2022 343 - 343
Charged for the period 9 - 9
Depreciation of disposals - - -
Balance as of December 31, 2022 352 - 352
Charged for the period 15 - 15
Depreciation of disposals - - -
Balance as of December 31, 2023 367 - 367
Carrying amount as of December 31, 2023 82 - 82
Carrying amount as of December 31, 2022 0 97 97
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 25
4. Property, plant and equipment (continued)
The Company has leasing agreements for renting office spaces and vehicles used in its operations. The terms
range from 3 to 5 years with options for extension.
To secure investment and revolving bank loans received by the company and its subsidiaries, the company
established a pledge and a mortgage in favor of creditor banks on land with a transferable value as of December
31, 2023, of BGN 6,687 thousand and buildings with a transferable value as of December 31, 2023 BGN 776
thousand.
To determine the fair value of the owned lands, the Company uses the services of a licensed appraiser with
recognized professional qualifications and experience. Fair value is based on market value, which is the estimated
amount for which a property could be exchanged on the valuation date between a willing buyer and seller in an
arm's length transaction after appropriate marketing in which the parties acted knowingly.
The obtained market value is determined as a weighted value of the results obtained from the individual methods
and weights, expertly determined, according to the reliability of the information used and evaluation experience.
The fair value of the land is categorized as Level 3 fair value based on the inputs to the valuation technique used.
5. Intangible assets
Software
Cost of
acquisition of
intangible assets
Total
BGN’000 BGN’000 BGN’000
Cost:
Balance as of January 1, 2022 352 97 449
Additions - - -
Disposal - - -
Balance as of December 31, 2022 352 97 449
Additions 97 (97) -
Disposal - - -
Balance as of December 31, 2023 449 - 449
Accumulated depreciation:
Balance as of January 1, 2022 343 - 343
Charged for the period 9 - 9
Depreciation of disposals - - -
Balance as of December 31, 2022 352 - 352
Charged for the period 15 - 15
Depreciation of disposals - - -
Balance as of December 31, 2023 367 - 367
Carrying amount as of December 31, 2023 82 - 82
Carrying amount as of December 31, 2022 0 97 97
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 26
6. Investments in subsidiaries
companies
Ownership
interest
%
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Almagest EOOD 100 47 925 -
Kehlibar EOOD 100 14 795 14 795
Agra EAD 100 13 695 13 695
AG Property Invest EOOD 100 12 205 12 205
BD Pharm EOOD 100 9 686 9 686
Kristera Agro EOOD 100 7 600 7 600
Agrivia Oil EOOD 100 6 880 6 880
Korn trade EOOD 100 6 800 6 800
Bora Energy EOOD 100 6 220 6 220
Korn trade EOOD 99.26 5 777 5 777
Bora Energy EOOD 100 4 828 4 828
Elit-86 EOOD 100 3 081 3 081
Grouver EOOD 100 2 627 2 627
Aris-Agro EOOD 100 2 408 2 408
BD Agri EOOD 100 2 159 2 159
Bora Invest EOOD 100 1 100 1 100
Silk Gas BG EOOD 100 1 780 1 780
Tera Protect EOOD 100 900 900
Diasvet EOOD 100 840 840
Korn Star OOD 40 522 522
Agro OOD 100 5 5
Total 151 833 103 908
On February 8, 2023, the Company concluded a final contract for the purchase of 441 866 ordinary registered
non-voting shares from the capital of the commercial company "Almagest" AD, with a nominal value of BGN 80
each, representing 100% of the capital of "Almagest" AD. On October 5, 2023, the transformation of the Company
from a sole proprietorship to a sole proprietorship with limited liability was entered in the Commercial Register
and in the National Register. The subject of activity of the acquired company consists in the production and sale
of alcohol, production and sale of fodder, as well as in the storage of grain invested in the activity.
7. Investments in associated companies
Company
% December 31,
2023
BGN’000
December 31,
2022
BGN’000
Agro Oil Consult OOD 50 505 505
Total 505 505
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 26
6. Investments in subsidiaries
companies
Ownership
interest
%
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Almagest EOOD 100 47 925 -
Kehlibar EOOD 100 14 795 14 795
Agra EAD 100 13 695 13 695
AG Property Invest EOOD 100 12 205 12 205
BD Pharm EOOD 100 9 686 9 686
Kristera Agro EOOD 100 7 600 7 600
Agrivia Oil EOOD 100 6 880 6 880
Korn trade EOOD 100 6 800 6 800
Bora Energy EOOD 100 6 220 6 220
Korn trade EOOD 99.26 5 777 5 777
Bora Energy EOOD 100 4 828 4 828
Elit-86 EOOD 100 3 081 3 081
Grouver EOOD 100 2 627 2 627
Aris-Agro EOOD 100 2 408 2 408
BD Agri EOOD 100 2 159 2 159
Bora Invest EOOD 100 1 100 1 100
Silk Gas BG EOOD 100 1 780 1 780
Tera Protect EOOD 100 900 900
Diasvet EOOD 100 840 840
Korn Star OOD 40 522 522
Agro OOD 100 5 5
Total 151 833 103 908
On February 8, 2023, the Company concluded a final contract for the purchase of 441 866 ordinary registered
non-voting shares from the capital of the commercial company "Almagest" AD, with a nominal value of BGN 80
each, representing 100% of the capital of "Almagest" AD. On October 5, 2023, the transformation of the Company
from a sole proprietorship to a sole proprietorship with limited liability was entered in the Commercial Register
and in the National Register. The subject of activity of the acquired company consists in the production and sale
of alcohol, production and sale of fodder, as well as in the storage of grain invested in the activity.
7. Investments in associated companies
Company
% December 31,
2023
BGN’000
December 31,
2022
BGN’000
Agro Oil Consult OOD 50 505 505
Total 505 505
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 27
8. Trade and other receivables
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Receivables from trade loans, incl.interest 32 551 15 990
Receivables from dividends 821 19 536
Prepaid expenses 172 86
Taxes recoverable 33 88
Deposits 28 37
Receivables from clients 21 96
Other receivables - 4
Total 33 626 35 837
8.1. The Company has granted trade loans to other commercial companies, mainly related parties, the principal
amount of which is BGN 29 982 thousand (December 31, 2022 – BGN 14 437 thousand). The Company charges
annual interest between 5.00% and 6.00%. Loans are not secured. The loans have a deadline for repayment from
2024 to 2028, but according to the terms of the concluded contracts, under which no repayment plan has been
agreed, the amounts can be settled ahead of schedule. Therefore, the management of the company treats the
receivables under the loan agreements as current. The short-term commercial loans provided to related enterprises
and commercial counterparties are for the purpose of supporting and financing the activities of these enterprises
for general business and strategic purposes. The Company's management believes that the value at which trade
and other current receivables are presented in the statement of financial position corresponds to their fair value as
of December 31, 2023.
9. Cash and cash equivalents
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Cash in BGN 379 480
Cash in foreign currency 429 161
Total 808 641
Of the funds presented, BGN 21 thousand (December 31, 2022 – BGN 14 thousand) are available in cash, and the
remaining BGN 787 thousand (December 31, 2022 – BGN 627 thousand) are available in the Company’s
accounts.
The Company's cash and cash equivalents are held in bank accounts with stable long-term ratings. The
management has assessed the expected credit losses on cash and cash equivalents. The estimated value is below
0.2% of the gross value of the cash and cash equivalents deposited in financial institutions, and therefore, it has
been determined as immaterial and not recognized in the financial statements of the Company as of December 31,
2023.
10. Share capital
The contributed fully paid-up share capital is presented at its nominal value and corresponds to its current legal
registration. It consists of 6,800,000 non-cash, registered shares, each with a nominal value of BGN 1.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 27
8. Trade and other receivables
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Receivables from trade loans, incl.interest 32 551 15 990
Receivables from dividends 821 19 536
Prepaid expenses 172 86
Taxes recoverable 33 88
Deposits 28 37
Receivables from clients 21 96
Other receivables - 4
Total 33 626 35 837
8.1. The Company has granted trade loans to other commercial companies, mainly related parties, the principal
amount of which is BGN 29 982 thousand (December 31, 2022 – BGN 14 437 thousand). The Company charges
annual interest between 5.00% and 6.00%. Loans are not secured. The loans have a deadline for repayment from
2024 to 2028, but according to the terms of the concluded contracts, under which no repayment plan has been
agreed, the amounts can be settled ahead of schedule. Therefore, the management of the company treats the
receivables under the loan agreements as current. The short-term commercial loans provided to related enterprises
and commercial counterparties are for the purpose of supporting and financing the activities of these enterprises
for general business and strategic purposes. The Company's management believes that the value at which trade
and other current receivables are presented in the statement of financial position corresponds to their fair value as
of December 31, 2023.
9. Cash and cash equivalents
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Cash in BGN 379 480
Cash in foreign currency 429 161
Total 808 641
Of the funds presented, BGN 21 thousand (December 31, 2022 – BGN 14 thousand) are available in cash, and the
remaining BGN 787 thousand (December 31, 2022 – BGN 627 thousand) are available in the Company’s
accounts.
The Company's cash and cash equivalents are held in bank accounts with stable long-term ratings. The
management has assessed the expected credit losses on cash and cash equivalents. The estimated value is below
0.2% of the gross value of the cash and cash equivalents deposited in financial institutions, and therefore, it has
been determined as immaterial and not recognized in the financial statements of the Company as of December 31,
2023.
10. Share capital
The contributed fully paid-up share capital is presented at its nominal value and corresponds to its current legal
registration. It consists of 6,800,000 non-cash, registered shares, each with a nominal value of BGN 1.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 28
10. Share capital (continued)
At the end of the presented reporting periods, the shareholders in the Company are:
as of December 31, 2023
Name Number of
shares:
%
of capital
EMRA EOOD 2 955 500 43.46 %
Equity Investment EOOD 1 695 639 24.94 %
Svetlomir Iliev Todorov 697 355 10.26 %
Other individuals with less than 5 % 1 451 506 21.34 %
Total 6 800 000 100.00%
As of December 31, 2022
Name Number of
shares:
%
of capital
EMRA EOOD 2 795 500 41.11 %
KOMERS EOOD 1 855 639 27.29 %
Svetlomir Iliev Todorov 697 355 10.26 %
Other individuals with less than 5 %
1 451 506 21.34 %
Total 6 800 000 100.00%
On August 24, 2023, the transformation of the shareholder Komers EOOD, through separation, was entered in the
Commercial Register at the Registration Agency. During the separation, a new sole trading company with limited
liability was established - "Equity Investment" EOOD, which is the owner of the right of ownership of the shares
from the capital of "Agria Group Holding" JSC, which until the registration of the conversion were in the
patrimony of "Komerse". Ltd. As of December 31, 2023, "Equity Investment" EOOD owns 1 695 639 shares of
the capital of "Agria Group Holding", constituting 24.94% of the capital of the public company.
On September 27, 2022, the Company acquired 50,000 of its own shares, at a price of BGN 27.80 per share (for
a total of BGN 1,390 thousand), representing 0.73% of the registered capital. The purpose of the buyback is to
increase the liquidity of the Company's shares.
11. Reserves
The reserves presented in the statement of financial position combined with legal reserves, premium reserve and
reserves from subsequent valuations of agricultural land.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 28
10. Share capital (continued)
At the end of the presented reporting periods, the shareholders in the Company are:
as of December 31, 2023
Name Number of
shares:
%
of capital
EMRA EOOD 2 955 500 43.46 %
Equity Investment EOOD 1 695 639 24.94 %
Svetlomir Iliev Todorov 697 355 10.26 %
Other individuals with less than 5 % 1 451 506 21.34 %
Total 6 800 000 100.00%
As of December 31, 2022
Name Number of
shares:
%
of capital
EMRA EOOD 2 795 500 41.11 %
KOMERS EOOD 1 855 639 27.29 %
Svetlomir Iliev Todorov 697 355 10.26 %
Other individuals with less than 5 %
1 451 506 21.34 %
Total 6 800 000 100.00%
On August 24, 2023, the transformation of the shareholder Komers EOOD, through separation, was entered in the
Commercial Register at the Registration Agency. During the separation, a new sole trading company with limited
liability was established - "Equity Investment" EOOD, which is the owner of the right of ownership of the shares
from the capital of "Agria Group Holding" JSC, which until the registration of the conversion were in the
patrimony of "Komerse". Ltd. As of December 31, 2023, "Equity Investment" EOOD owns 1 695 639 shares of
the capital of "Agria Group Holding", constituting 24.94% of the capital of the public company.
On September 27, 2022, the Company acquired 50,000 of its own shares, at a price of BGN 27.80 per share (for
a total of BGN 1,390 thousand), representing 0.73% of the registered capital. The purpose of the buyback is to
increase the liquidity of the Company's shares.
11. Reserves
The reserves presented in the statement of financial position combined with legal reserves, premium reserve and
reserves from subsequent valuations of agricultural land.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 29
12. Non-current bank loans December 31, 2023 December 31, 2022
Currency Contracted
amount
Maturity Non-
current
portion
Current
portion
Total Non-
current
Current Total
BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000
Investment loans
EUR 15 000 06.02.2030 24 401 2 471 26 872 - - -
EUR 8 200 30.09.2028 6 260 1 795 8 055 8 038 1 789 9 827
BGN 6 000 30.08.2027 1 777 667 2 444 2 444 667 3 111
BGN 6 000 02.12.2026 2 588 1 363 3 951 3 938 1 360 5 298
BGN 3 912 12.09.2026 711 428 1 139 1 138 428 1 566
BGN 5 867 20.02.2025 222 665 887 886 665 1 551
BGN 5 867 20.03.2024 - 326 326 326 653 979
EUR 2 000 30.01.2024 - 46 46 46 559 605
EUR 2 000 29.02.2024 - 93 93 93 559 652
Total 35 959 7 854 43 813 16 909 6 680 23 589
Interest on investment loans is payable monthly, with agreed interest rates in the range of one-month and three-
month EURIBOR, plus increments of between 1.3 and 3.6 percentage points.
The obligations under the above-stated loans are secured by a pledge of current and future receivables of the
company and related parties, as well as established contractual mortgages on real estate owned by the Company
and with those owned by related parties.
The contracts for investment loans also contain clauses for maintaining certain financial ratios, the implementation
of which the management of the Company currently controls and communicates with the creditor banks.
The reconciliation of liabilities arising from financial activities (current and non-current) is:
BGN’000
Type of loan As of
01.01.23
Cashflow, net interest Non-cash
movements
As of
31.12.23
Bank loans 45 137 36 996 (3 322) - 78 811
Trade loans (incl. related
parties) 4 638 9 753 - 14 391
Lease contracts 635 (234) (16) - 385
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 29
12. Non-current bank loans December 31, 2023 December 31, 2022
Currency Contracted
amount
Maturity Non-
current
portion
Current
portion
Total Non-
current
Current Total
BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000 BGN’000
Investment loans
EUR 15 000 06.02.2030 24 401 2 471 26 872 - - -
EUR 8 200 30.09.2028 6 260 1 795 8 055 8 038 1 789 9 827
BGN 6 000 30.08.2027 1 777 667 2 444 2 444 667 3 111
BGN 6 000 02.12.2026 2 588 1 363 3 951 3 938 1 360 5 298
BGN 3 912 12.09.2026 711 428 1 139 1 138 428 1 566
BGN 5 867 20.02.2025 222 665 887 886 665 1 551
BGN 5 867 20.03.2024 - 326 326 326 653 979
EUR 2 000 30.01.2024 - 46 46 46 559 605
EUR 2 000 29.02.2024 - 93 93 93 559 652
Total 35 959 7 854 43 813 16 909 6 680 23 589
Interest on investment loans is payable monthly, with agreed interest rates in the range of one-month and three-
month EURIBOR, plus increments of between 1.3 and 3.6 percentage points.
The obligations under the above-stated loans are secured by a pledge of current and future receivables of the
company and related parties, as well as established contractual mortgages on real estate owned by the Company
and with those owned by related parties.
The contracts for investment loans also contain clauses for maintaining certain financial ratios, the implementation
of which the management of the Company currently controls and communicates with the creditor banks.
The reconciliation of liabilities arising from financial activities (current and non-current) is:
BGN’000
Type of loan As of
01.01.23
Cashflow, net interest Non-cash
movements
As of
31.12.23
Bank loans 45 137 36 996 (3 322) - 78 811
Trade loans (incl. related
parties) 4 638 9 753 - 14 391
Lease contracts 635 (234) (16) - 385
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 30
13. Deferred tax assets/ (liabilities), net
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Tax effect of unutilized paid leaves 4 1
Tax effect of unpaid income to individuals 6 4
Total, tax assets 10 5
Tax effect of revaluation reserve of non-depreciable assets
(511) (511)
Total, tax liabilities (511) (511)
Total (501) (506)
14. Lease obligations
Obligations under operating lease agreements
The lease obligations presented in the Statement of Financial Position include the Company's liabilities under
lease contracts for offices and means of transport, which are recognized in accordance with the requirements of
IFRS 16 Leasing (see also note 3.8 and note 4). As of December 31, 2023, the operating lease liabilities are in the
amount of BGN 243 thousand. The short-term part of them, payable in the next 12 months, is in the amount of
BGN 98 thousand.
Finance lease obligations.
The Company has entered into finance lease agreements for the acquisition of cars. The obligations are paid in
monthly installments, with the last installments due in 2026. According to the terms of the contracts, the company
owes interest on the outstanding principal under the lease contracts, at the rate of three-month EURIBOR plus an
allowance of 1.55% p.a.
As of December 31, 2023, financial lease liabilities amount to BGN 142 000. The short-term part of them, payable
over the next 12 months, amounts to BGN 43 000.
15. Short-term bank loans
Currency Contracted
loan amount
Maturity December 31,
2023
December 31,
2022
BGN’000 BGN’000 BGN’000
Revolving working capital credit facility
EUR 22,000 30.11.2024 30 569 18 604
BGN 6,000 30.06.2024 4 429 2 944
Total 34 998 21 548
Interest on revolving loans is payable monthly, with agreed interest rates in the range of one-month EURIBOR
plus increments of between 1.30 and 1.80 percentage points.
The obligations under the above loans are secured by established contractual mortgages on real estate owned by
the company, as well as those owned by related parties, a pledge of current and future receivables of the company
and of related parties from State Fund “ Agriculture" (DFZ) and a pledge of property, machinery and equipment
owned by related parties.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 30
13. Deferred tax assets/ (liabilities), net
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Tax effect of unutilized paid leaves 4 1
Tax effect of unpaid income to individuals 6 4
Total, tax assets 10 5
Tax effect of revaluation reserve of non-depreciable assets
(511) (511)
Total, tax liabilities (511) (511)
Total (501) (506)
14. Lease obligations
Obligations under operating lease agreements
The lease obligations presented in the Statement of Financial Position include the Company's liabilities under
lease contracts for offices and means of transport, which are recognized in accordance with the requirements of
IFRS 16 Leasing (see also note 3.8 and note 4). As of December 31, 2023, the operating lease liabilities are in the
amount of BGN 243 thousand. The short-term part of them, payable in the next 12 months, is in the amount of
BGN 98 thousand.
Finance lease obligations.
The Company has entered into finance lease agreements for the acquisition of cars. The obligations are paid in
monthly installments, with the last installments due in 2026. According to the terms of the contracts, the company
owes interest on the outstanding principal under the lease contracts, at the rate of three-month EURIBOR plus an
allowance of 1.55% p.a.
As of December 31, 2023, financial lease liabilities amount to BGN 142 000. The short-term part of them, payable
over the next 12 months, amounts to BGN 43 000.
15. Short-term bank loans
Currency Contracted
loan amount
Maturity December 31,
2023
December 31,
2022
BGN’000 BGN’000 BGN’000
Revolving working capital credit facility
EUR 22,000 30.11.2024 30 569 18 604
BGN 6,000 30.06.2024 4 429 2 944
Total 34 998 21 548
Interest on revolving loans is payable monthly, with agreed interest rates in the range of one-month EURIBOR
plus increments of between 1.30 and 1.80 percentage points.
The obligations under the above loans are secured by established contractual mortgages on real estate owned by
the company, as well as those owned by related parties, a pledge of current and future receivables of the company
and of related parties from State Fund “ Agriculture" (DFZ) and a pledge of property, machinery and equipment
owned by related parties.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 31
16. Short-term trade loans
The Company has received loans from other commercial companies, the liability under which as of December 31,
2023, is in the amount of BGN 14 391 thousand (December 31, 2022 – BGN 4 638 thousand). The interest on the
loans is between 5.00% and 6.00% annual interest and the outstanding part of them is included in the value of the
obligation mentioned above. Loans are unsecured.
17. Trade and other liabilities
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Liabilities to personnel 66 44
Liabilities on contracts for management and control 43 23
Payables to suppliers 26 49
Tax liabilities 18 27
Social security liabilities 17 12
Other 22 20
Total 192 175
18. Income from sales
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Income from rents 448 456
Income from sales of services 113 81
Total 561 537
19. Other income
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Profit from sales of property, plant and equipment, incl.: 5 -
Net income 5 -
Carrying amount - -
Income from compensations 3 19
Total 8 19
20. Personnel expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Salaries and wages 1 764 1 050
Social securities 59 49
Unutuzlied paid leaves accruals 26 5
Total 1 849 1 104
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 31
16. Short-term trade loans
The Company has received loans from other commercial companies, the liability under which as of December 31,
2023, is in the amount of BGN 14 391 thousand (December 31, 2022 – BGN 4 638 thousand). The interest on the
loans is between 5.00% and 6.00% annual interest and the outstanding part of them is included in the value of the
obligation mentioned above. Loans are unsecured.
17. Trade and other liabilities
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Liabilities to personnel 66 44
Liabilities on contracts for management and control 43 23
Payables to suppliers 26 49
Tax liabilities 18 27
Social security liabilities 17 12
Other 22 20
Total 192 175
18. Income from sales
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Income from rents 448 456
Income from sales of services 113 81
Total 561 537
19. Other income
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Profit from sales of property, plant and equipment, incl.: 5 -
Net income 5 -
Carrying amount - -
Income from compensations 3 19
Total 8 19
20. Personnel expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Salaries and wages 1 764 1 050
Social securities 59 49
Unutuzlied paid leaves accruals 26 5
Total 1 849 1 104
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 32
21. Hired services
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Consulting services, audit 296 364
Notarial, legal and administrative services 187 30
Subscriptions 176 174
Insurances 43 39
Annual fees and membership fees 20 8
Communication services 11 25
Rents 11 8
Municipality taxes 10 12
Courier services 6 7
Other 35 27
Total 795 694
The expenses accrued in 2023 for the audit of the individual financial statement are respectively in the amount of
BGN 7 thousand (2022 - BGN 6 thousand), represent the services provided by the auditor only for an independent
financial audit. No tax consulting or other non-audit services were provided during the year.
22. Materials expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Fuel and materials, related to transport vehicles 42 68
Electricity and water 33 60
Office materials and consumables 22 18
Inventory 4 1
Other 2 6
Total 103 153
23. Other expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Business trip expenses 119 162
Advertising expenses 67 267
Donations 23 13
Taxes 7 27
Loss from sales of property, plant and equipment, incl. - 18
Net income - 31
Carrying amount - (49)
Other - 6
Total 216 493
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 32
21. Hired services
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Consulting services, audit 296 364
Notarial, legal and administrative services 187 30
Subscriptions 176 174
Insurances 43 39
Annual fees and membership fees 20 8
Communication services 11 25
Rents 11 8
Municipality taxes 10 12
Courier services 6 7
Other 35 27
Total 795 694
The expenses accrued in 2023 for the audit of the individual financial statement are respectively in the amount of
BGN 7 thousand (2022 - BGN 6 thousand), represent the services provided by the auditor only for an independent
financial audit. No tax consulting or other non-audit services were provided during the year.
22. Materials expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Fuel and materials, related to transport vehicles 42 68
Electricity and water 33 60
Office materials and consumables 22 18
Inventory 4 1
Other 2 6
Total 103 153
23. Other expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Business trip expenses 119 162
Advertising expenses 67 267
Donations 23 13
Taxes 7 27
Loss from sales of property, plant and equipment, incl. - 18
Net income - 31
Carrying amount - (49)
Other - 6
Total 216 493
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 33
24. Financial income
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Income from dividends 14 888 45 308
Income from interests 1 338 548
Income from foreign exchange differences 1 -
Total 16 227 45 856
25. Financial expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Loan interest expenses 3 950 1 185
Bank taxes and commissions 646 208
Lease interest expenses 10 5
Exchange rate differences 5 2
Total 4 611 1 400
26. Income tax benefit/ (expenses)
The reconciliation of income tax expenses/(benefits) is presented in the following table:
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Accounting profit 8 834 42 177
Applicable tax rate 10% 10%
Income tax at applicable tax rate 883 4 218
Net tax effect of permanent tax differences (1 472) (4 518)
Net tax effect of temporary tax differences 3 2
Tax effect of unrecognized deferred tax assets, incurred during period 581 294
Income tax (benefit)/expenses (5) (4)
The components of expenses / (income) for income taxes are the following:
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Current tax expenses - -
Tax effect from temporary tax differences (5) (4)
Income tax expenses/(benefit) (5) (4)
In 2023, the Company realized a tax loss in the amount of BGN 5 819 thousand (2022 – BGN 2 936 thousand).
The management has decided not to recognize a deferred tax asset in the amount of BGN 581 thousand. (2022 -
BGN 294 thousand).
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 33
24. Financial income
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Income from dividends 14 888 45 308
Income from interests 1 338 548
Income from foreign exchange differences 1 -
Total 16 227 45 856
25. Financial expenses
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Loan interest expenses 3 950 1 185
Bank taxes and commissions 646 208
Lease interest expenses 10 5
Exchange rate differences 5 2
Total 4 611 1 400
26. Income tax benefit/ (expenses)
The reconciliation of income tax expenses/(benefits) is presented in the following table:
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Accounting profit 8 834 42 177
Applicable tax rate 10% 10%
Income tax at applicable tax rate 883 4 218
Net tax effect of permanent tax differences (1 472) (4 518)
Net tax effect of temporary tax differences 3 2
Tax effect of unrecognized deferred tax assets, incurred during period 581 294
Income tax (benefit)/expenses (5) (4)
The components of expenses / (income) for income taxes are the following:
Year ended
31.12.2023
BGN’000
Year ended
31.12.2022
BGN’000
Current tax expenses - -
Tax effect from temporary tax differences (5) (4)
Income tax expenses/(benefit) (5) (4)
In 2023, the Company realized a tax loss in the amount of BGN 5 819 thousand (2022 – BGN 2 936 thousand).
The management has decided not to recognize a deferred tax asset in the amount of BGN 581 thousand. (2022 -
BGN 294 thousand).
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 34
27. Earnings per share and dividends
The earning per share is calculated using the net profit attributable to the shareholders of the Company.
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Profit, subject to distribution (BGN) 8 839 343 42 181 441
Weighted-average number of shares 6 800 800 6 800 000
Earnings per share (BGN per share) 1.300 6.203
By decision of the General Meeting in 2023, the Company distributed dividends amounting to BGN 6 800
thousand.
28. Financial instruments
The carrying amounts of assets and liabilities as of December 31, 2023 and 2022 by categories defined in
accordance with IFRS 9 Financial Instruments are presented in the tables below as follows:
Financial assets
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Trade loans, inc. interest 32 551 15 990
Trade and other receivables 221 223
Cash and cash equivalents 808 641
Total 33 580 16 854
Financial liabilities
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Interest bearing loans, incl.interest 93 202 49 775
Lease obligations 385 635
Trade and other liabilities 26 49
Total 93 613 50 459
Liquidity risk
The following table presents the agreed maturities of the financial liabilities based on the earliest date on which
the company may be obligated to repay them. The table shows the undiscounted cash flows, including principal
and interest:
December 31, 2023
BGN’000
Up to one
year
Between
two and
five years
Over five
years
Total
Liabilities on interest-bearing loans, incl.
interest 57 242 20 137 15 823 93 202
Liabilities under leasing contracts 141 244 - 385
Trade and other liabilities 26 - - 26
57 409 20 381 15 823 93 613
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 34
27. Earnings per share and dividends
The earning per share is calculated using the net profit attributable to the shareholders of the Company.
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Profit, subject to distribution (BGN) 8 839 343 42 181 441
Weighted-average number of shares 6 800 800 6 800 000
Earnings per share (BGN per share) 1.300 6.203
By decision of the General Meeting in 2023, the Company distributed dividends amounting to BGN 6 800
thousand.
28. Financial instruments
The carrying amounts of assets and liabilities as of December 31, 2023 and 2022 by categories defined in
accordance with IFRS 9 Financial Instruments are presented in the tables below as follows:
Financial assets
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Trade loans, inc. interest 32 551 15 990
Trade and other receivables 221 223
Cash and cash equivalents 808 641
Total 33 580 16 854
Financial liabilities
December 31,
2023
BGN’000
December 31,
2022
BGN’000
Interest bearing loans, incl.interest 93 202 49 775
Lease obligations 385 635
Trade and other liabilities 26 49
Total 93 613 50 459
Liquidity risk
The following table presents the agreed maturities of the financial liabilities based on the earliest date on which
the company may be obligated to repay them. The table shows the undiscounted cash flows, including principal
and interest:
December 31, 2023
BGN’000
Up to one
year
Between
two and
five years
Over five
years
Total
Liabilities on interest-bearing loans, incl.
interest 57 242 20 137 15 823 93 202
Liabilities under leasing contracts 141 244 - 385
Trade and other liabilities 26 - - 26
57 409 20 381 15 823 93 613
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 35
28. Financial instruments (continued)
December 31, 2022
BGN’000
Up to one
year
Between
two and
five years
Over five
years
Total
Liabilities on interest-bearing loans, incl.
interest 32 866 15 983 926 49 775
Liabilities under leasing contracts 283 352 - 635
Trade and other liabilities 49 - - 49
33 198 16 335 926 50 459
Currency risk
The Company carries out transactions in a currency other than its functional currency, which is why it is exposed
to risk related to possible changes in exchange rates. Such risk arises mainly from the change in the exchange rate
of the US dollar, as the Company makes purchases denominated in US dollars. Transactions carried out in EUR
do not expose the company to currency risk, since January 1, 1999, BGN has been pegged to this currency.
The analysis of the sensitivity of the currency risk shows that the financial results of the company would not
change significantly because of changes in the exchange rate, since the company does not have significant risky
currency exposures.
Interest rate risk
The Company is exposed to interest rate risk, as part of the loans received are with a variable interest rate, agreed
as the EURIBOR base rate increased by a certain premium. In 2023 and 2022, loans with variable interest rates
are in EUR and BGN. The amount of the interest rates is specified in the relevant annexes.
Instruments with fixed interest rate December 31,
2023
BGN’000
December 31,
2022
BGN’000
Financial assets 29 982 14 284
Financial liabilities 13 659 4 109
Instruments with variable interest rate
Financial assets - -
Financial liabilities 78 838 45 137
Credit risk
More than 99% of interest loans and sales receivables are from subsidiaries and other related enterprises that the
Company controls and therefore considers that the credit risk is not high.
Capital management
The Company manages its capital to ensure its functioning as a going concern, while at the same time seeking to
maximize shareholder returns through optimization of the debt-to-equity ratio (return on invested capital). The
purpose of the Management is to maintain the confidence of investors, creditors and the market and to guarantee
the future development of the company. The Company's management monitors the capital structure based on the
ratio of net debt to equity.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 35
28. Financial instruments (continued)
December 31, 2022
BGN’000
Up to one
year
Between
two and
five years
Over five
years
Total
Liabilities on interest-bearing loans, incl.
interest 32 866 15 983 926 49 775
Liabilities under leasing contracts 283 352 - 635
Trade and other liabilities 49 - - 49
33 198 16 335 926 50 459
Currency risk
The Company carries out transactions in a currency other than its functional currency, which is why it is exposed
to risk related to possible changes in exchange rates. Such risk arises mainly from the change in the exchange rate
of the US dollar, as the Company makes purchases denominated in US dollars. Transactions carried out in EUR
do not expose the company to currency risk, since January 1, 1999, BGN has been pegged to this currency.
The analysis of the sensitivity of the currency risk shows that the financial results of the company would not
change significantly because of changes in the exchange rate, since the company does not have significant risky
currency exposures.
Interest rate risk
The Company is exposed to interest rate risk, as part of the loans received are with a variable interest rate, agreed
as the EURIBOR base rate increased by a certain premium. In 2023 and 2022, loans with variable interest rates
are in EUR and BGN. The amount of the interest rates is specified in the relevant annexes.
Instruments with fixed interest rate December 31,
2023
BGN’000
December 31,
2022
BGN’000
Financial assets 29 982 14 284
Financial liabilities 13 659 4 109
Instruments with variable interest rate
Financial assets - -
Financial liabilities 78 838 45 137
Credit risk
More than 99% of interest loans and sales receivables are from subsidiaries and other related enterprises that the
Company controls and therefore considers that the credit risk is not high.
Capital management
The Company manages its capital to ensure its functioning as a going concern, while at the same time seeking to
maximize shareholder returns through optimization of the debt-to-equity ratio (return on invested capital). The
purpose of the Management is to maintain the confidence of investors, creditors and the market and to guarantee
the future development of the company. The Company's management monitors the capital structure based on the
ratio of net debt to equity.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 36
28. Financial instruments (continued)
Net debt includes both non-current and current interest-bearing loans and non-current and current finance lease
obligations, less cash. The basic capital, the reserves and the accumulated profit form the Company's equity
capital.
31.12.2023
BGN’000
31.12.2022
BGN’000
Debt 93 613 50 410
Cash and cash equivalents 808 641
Net debt 92 805 49 769
Equity 100 489 98 399
Debt to equity ratio 0.92 0.51
The management of the Company determines the amount of necessary capital in proportion to the level of risk
that characterizes individual activities (projects, business segments). The maintenance and adjustment of the
capital structure is carried out in close connection with changes in economic conditions, as well as depending on
the level of risk inherent in the relevant assets (projects) in which investments are made. The main tools that are
used to manage the capital structure are: the sale of assets, to reduce the level of indebtedness, etc. All decisions
on changes in this direction are made considering the balance between the price and the risks inherent in the
various sources of financing.
29. Disclosure of related party transactions
During the year the following significant transactions were made with related parties, key management personnel,
shareholders, enterprises under general control:
29.1. Key management personnel
Key management personnel of the Company include the Executive Director and the members of the Board of
Directors. The key management personnel remuneration includes the following:
2023 2022
BGN’000 BGN’000
Current
Salaries 1 438 812
Social security 10 9
Total 1 448 821
The Company made transactions with its shareholders and with other businesses treated as related parties.
29.2. Transactions with shareholders
The group of shareholders includes individuals and legal entities owning more than 5% of the Company's capital
and they are as follows: Equity Investment EOOD, EMRA EOOD and Svetlomir Iliev Todorov.
The transactions carried out during the year and outstanding settlements as of December 31, 2023 are as follows:
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 36
28. Financial instruments (continued)
Net debt includes both non-current and current interest-bearing loans and non-current and current finance lease
obligations, less cash. The basic capital, the reserves and the accumulated profit form the Company's equity
capital.
31.12.2023
BGN’000
31.12.2022
BGN’000
Debt 93 613 50 410
Cash and cash equivalents 808 641
Net debt 92 805 49 769
Equity 100 489 98 399
Debt to equity ratio 0.92 0.51
The management of the Company determines the amount of necessary capital in proportion to the level of risk
that characterizes individual activities (projects, business segments). The maintenance and adjustment of the
capital structure is carried out in close connection with changes in economic conditions, as well as depending on
the level of risk inherent in the relevant assets (projects) in which investments are made. The main tools that are
used to manage the capital structure are: the sale of assets, to reduce the level of indebtedness, etc. All decisions
on changes in this direction are made considering the balance between the price and the risks inherent in the
various sources of financing.
29. Disclosure of related party transactions
During the year the following significant transactions were made with related parties, key management personnel,
shareholders, enterprises under general control:
29.1. Key management personnel
Key management personnel of the Company include the Executive Director and the members of the Board of
Directors. The key management personnel remuneration includes the following:
2023 2022
BGN’000 BGN’000
Current
Salaries 1 438 812
Social security 10 9
Total 1 448 821
The Company made transactions with its shareholders and with other businesses treated as related parties.
29.2. Transactions with shareholders
The group of shareholders includes individuals and legal entities owning more than 5% of the Company's capital
and they are as follows: Equity Investment EOOD, EMRA EOOD and Svetlomir Iliev Todorov.
The transactions carried out during the year and outstanding settlements as of December 31, 2023 are as follows:
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 37
29. Disclosure of related party transactions (continued)
29.2. Transactions with shareholders (continued)
outstanding
Name Type of transaction Turnover Receivables Payables
BGN’000 BGN’000
Equity Investment EOOD
Trade transactions – sales 1 - -
Total: x - -
29.3. Transactions with companies under mutual control
Name Type of transaction Turnover Receivables payables
BGN’000 BGN’000
Kristera AD Trade transaction-sales 103 - -
Loans received 3 360 - 3 478
Interest on loans received 209 - 514
Total: х - 3 992
Kristera Agro EOOD Trade transaction-sales 53 2 -
Loans granted 7 397 7 025 -
Interest on loans granted 86 163 -
Dividends received - 821 -
Total: х 8 011 -
Korn Trade EOOD Trade transaction-sales 34 - -
Total: х - -
Agro EOOD Trade transaction-sales 33 7 -
Loans granted 670 528 -
Interest on loans granted 10 9 -
Total: х 544 -
Aris Agro EOOD Trade transaction-sales 37 2 -
Loans granted 113 38 -
Interest on loans granted 3 3 -
Dividends received 400 - -
Total: х 43 -
Elit 86 EOOD Trade transaction-sales 24 2 -
Loans granted 145 19 -
Interest on loans granted 3 3 -
Total: х 24 -
Grouver EOOD Trade transaction-sales 24 2 -
Loans granted 147 - -
Interest on loans granted 4 1 -
Total: х 3 -
Toni M EOOD Trade transaction-sales 44 2 -
Loans received 535 - -
Interest on loans received 81 - -
Loans granted 503 360 -
Interest on loans granted 7 6 -
Total: х 368 -
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 37
29. Disclosure of related party transactions (continued)
29.2. Transactions with shareholders (continued)
outstanding
Name Type of transaction Turnover Receivables Payables
BGN’000 BGN’000
Equity Investment EOOD
Trade transactions – sales 1 - -
Total: x - -
29.3. Transactions with companies under mutual control
Name Type of transaction Turnover Receivables payables
BGN’000 BGN’000
Kristera AD Trade transaction-sales 103 - -
Loans received 3 360 - 3 478
Interest on loans received 209 - 514
Total: х - 3 992
Kristera Agro EOOD Trade transaction-sales 53 2 -
Loans granted 7 397 7 025 -
Interest on loans granted 86 163 -
Dividends received - 821 -
Total: х 8 011 -
Korn Trade EOOD Trade transaction-sales 34 - -
Total: х - -
Agro EOOD Trade transaction-sales 33 7 -
Loans granted 670 528 -
Interest on loans granted 10 9 -
Total: х 544 -
Aris Agro EOOD Trade transaction-sales 37 2 -
Loans granted 113 38 -
Interest on loans granted 3 3 -
Dividends received 400 - -
Total: х 43 -
Elit 86 EOOD Trade transaction-sales 24 2 -
Loans granted 145 19 -
Interest on loans granted 3 3 -
Total: х 24 -
Grouver EOOD Trade transaction-sales 24 2 -
Loans granted 147 - -
Interest on loans granted 4 1 -
Total: х 3 -
Toni M EOOD Trade transaction-sales 44 2 -
Loans received 535 - -
Interest on loans received 81 - -
Loans granted 503 360 -
Interest on loans granted 7 6 -
Total: х 368 -
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 38
29.3. Transactions with companies under mutual control (continued)
Name Type of transaction Turnover Receivables payables
BGN’000 BGN’000
Bora Invest EOOD Trade transaction-purchases 15 - -
Loans granted 694 2 542 -
Interest on loans granted 110 526 -
Total: х 3 068 -
Bora Energy EOOD Loans granted 3 184 12 336 -
Interest on loans granted 587 1 576 -
Total: х 13 912 -
Terra Proekt EOOD Trade transaction-purchases 15 - 5
Trade transaction-sales 8 - -
Operating lease obligations 17 - 64
Total: х - 69
Diasvet EOOD Trade transaction-sales 20 - -
Loans granted 187 13 -
Interest on loans granted 4 4 -
Dividends received 631 - -
Total: х 17 -
BD Pharm EOOD Loans granted 200 82 -
Interest on loans granted 6 5 -
Dividends received 2 541 - -
Total: х 87 -
BD Agri EOOD Trade transaction-sales 16 2 -
Loans granted 1 001 805 -
Interest on loans granted 30 47 -
Total: х 854 -
Agra EAD Loans granted 433 433 -
Interest on loans granted 6 5 -
Total: х 438 -
Silk Gas BG EOOD Loans granted 4 634 4 632 -
Interest on loans granted 178 178 -
Total: х 4 810 -
Kehlibar EOOD Dividends received 11 400 - -
Total: х - -
Agro Oil Consult OOD Dividends received 80 - -
Total: х - -
Korn Star OOD Loans granted 1 065 868 -
Interest on loans granted 35 30 -
Total: х 898 -
Almagest EOD Loans received 10 181 - 10 181
Interest on loans received 217 217
Total: х - 10 398
TOTAL: х 33 077 14 459
There are no unusual conditions or deviations from the market prices for the transactions with related parties
carried out during the year.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 38
29.3. Transactions with companies under mutual control (continued)
Name Type of transaction Turnover Receivables payables
BGN’000 BGN’000
Bora Invest EOOD Trade transaction-purchases 15 - -
Loans granted 694 2 542 -
Interest on loans granted 110 526 -
Total: х 3 068 -
Bora Energy EOOD Loans granted 3 184 12 336 -
Interest on loans granted 587 1 576 -
Total: х 13 912 -
Terra Proekt EOOD Trade transaction-purchases 15 - 5
Trade transaction-sales 8 - -
Operating lease obligations 17 - 64
Total: х - 69
Diasvet EOOD Trade transaction-sales 20 - -
Loans granted 187 13 -
Interest on loans granted 4 4 -
Dividends received 631 - -
Total: х 17 -
BD Pharm EOOD Loans granted 200 82 -
Interest on loans granted 6 5 -
Dividends received 2 541 - -
Total: х 87 -
BD Agri EOOD Trade transaction-sales 16 2 -
Loans granted 1 001 805 -
Interest on loans granted 30 47 -
Total: х 854 -
Agra EAD Loans granted 433 433 -
Interest on loans granted 6 5 -
Total: х 438 -
Silk Gas BG EOOD Loans granted 4 634 4 632 -
Interest on loans granted 178 178 -
Total: х 4 810 -
Kehlibar EOOD Dividends received 11 400 - -
Total: х - -
Agro Oil Consult OOD Dividends received 80 - -
Total: х - -
Korn Star OOD Loans granted 1 065 868 -
Interest on loans granted 35 30 -
Total: х 898 -
Almagest EOD Loans received 10 181 - 10 181
Interest on loans received 217 217
Total: х - 10 398
TOTAL: х 33 077 14 459
There are no unusual conditions or deviations from the market prices for the transactions with related parties
carried out during the year.
AGRIA GROUP HOLDING JSC.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 39
30. Events after the reporting period
On January 31, 2024, Agria Group Holding AD entered into a contract for the acquisition, in accordance with the
procedure provided for in the legislation (through a contract for the transfer of company shares with notarized
signatures and contents according to Art. 129 of the Commercial Law) of the ownership right of 100% of the
shares of the capital of a commercial company Komers EOOD, developing activity in the field of agri-business,
through the production and trade of grain and oil crops in the region of North-Eastern Bulgaria, coinciding with
the scope of the territory in which the companies of the holding develop commercial activity.
The expected positive effects of the acquisition of shares from the capital of Komers EOOD are in the direction
of strengthening the market presence of Agria Group Holding AD regarding the main areas of the Holding’s
activity, namely: the company's commercial and export activities, by securing raw materials in the form of grains
crops for domestic and foreign trade. The expansion of the cereal trading activity favors the procurement of the
main raw material for the processing direction in the holding's activity (processing of oilseeds and other cereals)
for the production of crude and refined sunflower oil and ethanol. The transaction supports the implementation of
part of the investment program of the holding in the direction of increasing the owned and leased agricultural land
in the lands where the subsidiary agro-companies of the holding cultivate agricultural land properties, in
accordance with the long-term development strategy.
The unification of the potential of Agria Group Holding AD and Komers EOOD would represent a sustainable
foundation for the future successful development of the lines of activity developed by the company, would lead
to long-term security and sustainability of the holding's business model, to better rhythmicity of cash flows and
adding value at the group level. The transfer of ownership of the shares of the capital of Commerce EOOD was
entered in the Commercial Register at the Registration Agency on February 23, 2024. The shares are transferred
to Agria Group Holding AD without any obligations, encumbrances, rights, and claims of third parties. together
with all rights arising out of or connected therewith.
31. Other disclosures
In late February 2022, an armed conflict between Russia and Ukraine began in Europe. As a result, normal trade
relations with the two countries involved have been severely disrupted, and many countries in Europe, as well as
the US, have imposed a number of economic sanctions on Russia. All these events and measures could lead to
changes in the prices of energy and many other goods and services, and could negatively affect the global and
European economies in the coming years, as well as negatively affect the Company's operations and lead to
changes in its investment plans.
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
as of December 31, 2023
Separate financial statements as of December 31, 2023 39
30. Events after the reporting period
On January 31, 2024, Agria Group Holding AD entered into a contract for the acquisition, in accordance with the
procedure provided for in the legislation (through a contract for the transfer of company shares with notarized
signatures and contents according to Art. 129 of the Commercial Law) of the ownership right of 100% of the
shares of the capital of a commercial company Komers EOOD, developing activity in the field of agri-business,
through the production and trade of grain and oil crops in the region of North-Eastern Bulgaria, coinciding with
the scope of the territory in which the companies of the holding develop commercial activity.
The expected positive effects of the acquisition of shares from the capital of Komers EOOD are in the direction
of strengthening the market presence of Agria Group Holding AD regarding the main areas of the Holding’s
activity, namely: the company's commercial and export activities, by securing raw materials in the form of grains
crops for domestic and foreign trade. The expansion of the cereal trading activity favors the procurement of the
main raw material for the processing direction in the holding's activity (processing of oilseeds and other cereals)
for the production of crude and refined sunflower oil and ethanol. The transaction supports the implementation of
part of the investment program of the holding in the direction of increasing the owned and leased agricultural land
in the lands where the subsidiary agro-companies of the holding cultivate agricultural land properties, in
accordance with the long-term development strategy.
The unification of the potential of Agria Group Holding AD and Komers EOOD would represent a sustainable
foundation for the future successful development of the lines of activity developed by the company, would lead
to long-term security and sustainability of the holding's business model, to better rhythmicity of cash flows and
adding value at the group level. The transfer of ownership of the shares of the capital of Commerce EOOD was
entered in the Commercial Register at the Registration Agency on February 23, 2024. The shares are transferred
to Agria Group Holding AD without any obligations, encumbrances, rights, and claims of third parties. together
with all rights arising out of or connected therewith.
31. Other disclosures
In late February 2022, an armed conflict between Russia and Ukraine began in Europe. As a result, normal trade
relations with the two countries involved have been severely disrupted, and many countries in Europe, as well as
the US, have imposed a number of economic sanctions on Russia. All these events and measures could lead to
changes in the prices of energy and many other goods and services, and could negatively affect the global and
European economies in the coming years, as well as negatively affect the Company's operations and lead to
changes in its investment plans.
AGRIA GROUP HOLDING JSC
ANNUAL
INDIVIDUAL
ACTIVITY
REPORT
2023
ANNUAL
INDIVIDUAL
ACTIVITY
REPORT
2023
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
41
ANNUAL REPORT
ON THE OPERATIONS OF AGRIA GROUP HOLDING AD, VARNA
FOR THE 2023 FINANCIAL YEAR
The present report has been drawn up in accordance with the provisions of Article 39 of the Accountancy
Act, Article 100n (7) and (8) of the Public Offering of Securities Act (POSA) and Appendix No. 2 to Article
10, item 1 of Ordinance No. 2 of FSC on the Prospectuses for Public Offering and Admission of Securities
to Trading on a Regulated Market.
The report provides comments and analysis of the financial statements and other material information
concerning the financial position and results of the operations of the Company and present fairly the
position and the perspectives for development of the Company. The management of the Company,
represented by the members of the Board of Directors of Agria Group Holding AD, believe that the
circumstances that occurred during the past year of 2023 may be important for investors in deciding
whether to invest in the securities of the Company.
All circumstances that occurred have been disclosed in the terms and manners provided for in POSA to
the investors, the regulated securities market and Financial Supervision Commission, and are available
on the Company's website - www.agriabg.com
FOR 2023 AGRIA GROUP HOLDING JSC
41
ANNUAL REPORT
ON THE OPERATIONS OF AGRIA GROUP HOLDING AD, VARNA
FOR THE 2023 FINANCIAL YEAR
The present report has been drawn up in accordance with the provisions of Article 39 of the Accountancy
Act, Article 100n (7) and (8) of the Public Offering of Securities Act (POSA) and Appendix No. 2 to Article
10, item 1 of Ordinance No. 2 of FSC on the Prospectuses for Public Offering and Admission of Securities
to Trading on a Regulated Market.
The report provides comments and analysis of the financial statements and other material information
concerning the financial position and results of the operations of the Company and present fairly the
position and the perspectives for development of the Company. The management of the Company,
represented by the members of the Board of Directors of Agria Group Holding AD, believe that the
circumstances that occurred during the past year of 2023 may be important for investors in deciding
whether to invest in the securities of the Company.
All circumstances that occurred have been disclosed in the terms and manners provided for in POSA to
the investors, the regulated securities market and Financial Supervision Commission, and are available
on the Company's website - www.agriabg.com
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
42
1. GENERAL INFORMATION ABOUT AGRIA GROUP HOLDING JSC
COUNTRY OF ESTABLISHMENT: Republic of Bulgaria
REGISTERED OFFICE AND BUSINESS ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor.
MAILING ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor.
TELEPHONE: 052/ 554000
FAX: 052/ 511602
INTERNET ADDRESS: www.agriabg.com
E-MAIL ADDRESS: office@agriabg.com , t.ivanova@agriabg.com
LEGISLATION: The Company operates in compliance with the existing Bulgarian legislation.
UNIFIED IDENTIFICATION CODE: 148135254
AGRIA GROUP HOLDING AD was established by transformation through change of the legal form under the
terms and conditions of Article 264 and the following of the Commerce Act from limited liability company
AGRIA GROUP HOLDING into joint-stock company with the same company name. The joint-stock company
is registered and entered into the Company Register with Decision from 28 August 2007 under company case
No.3875/2007 under the docket of Varna District Court. The same Decision also enters the winding up of the
transformed limited liability company and the name of the newly registered joint-stock company is AGRIA
GROUP HOLDING.
The Company was re-registered by entry into the Commercial Register maintained by the Registry Agency
under the terms and conditions stipulated in the Commercial Register Act.
There have been no other changes in the legal and organisational form of the Company other than the
transformation specified above.
The life of the Company is not limited in time and there are no other conditions for its termination. The
company has not been wound-up, it has not gone into liquidation, and has not been deleted from the
Commercial Register.
In December 2007 the Company increased its capital in an initial public offering through the successful issue
of 1,700,000 shares with par value of BGN 1 each and issue value of BGN 9.04 each.
As at 31.12.2023 the registered capital of the Company was BGN 6,800,000 (six million and eight hundred
thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered,
dematerialized, voting shares with par value of BGN 1 (one lev) each. The subscribed capital of the Company
has been fully paid in and has been entered into the Commercial Register of the Registry Agency under the
batch file of the Company.
Trading in shares issued by the Company is carried out on a regulated securities market, in keeping with the
requirements of the Public Offering of Securities Act, the Rules of BSE-Sofia AD and the other applicable
legislation.
In its capacity of joint-stock company, which has issued shares in the initial share offering, which securities
are allowed to be traded on the Regulated market, Agria Group Holding AD has fulfilled its obligation for
entry in the Commercial Register under the order of the Commercial Register Act of the fact that the
Company is public.
FOR 2023 AGRIA GROUP HOLDING JSC
42
1. GENERAL INFORMATION ABOUT AGRIA GROUP HOLDING JSC
COUNTRY OF ESTABLISHMENT: Republic of Bulgaria
REGISTERED OFFICE AND BUSINESS ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor.
MAILING ADDRESS: 111 Knyaz Boris I Blvd, Varna, Business Center, 9th floor.
TELEPHONE: 052/ 554000
FAX: 052/ 511602
INTERNET ADDRESS: www.agriabg.com
E-MAIL ADDRESS: office@agriabg.com , t.ivanova@agriabg.com
LEGISLATION: The Company operates in compliance with the existing Bulgarian legislation.
UNIFIED IDENTIFICATION CODE: 148135254
AGRIA GROUP HOLDING AD was established by transformation through change of the legal form under the
terms and conditions of Article 264 and the following of the Commerce Act from limited liability company
AGRIA GROUP HOLDING into joint-stock company with the same company name. The joint-stock company
is registered and entered into the Company Register with Decision from 28 August 2007 under company case
No.3875/2007 under the docket of Varna District Court. The same Decision also enters the winding up of the
transformed limited liability company and the name of the newly registered joint-stock company is AGRIA
GROUP HOLDING.
The Company was re-registered by entry into the Commercial Register maintained by the Registry Agency
under the terms and conditions stipulated in the Commercial Register Act.
There have been no other changes in the legal and organisational form of the Company other than the
transformation specified above.
The life of the Company is not limited in time and there are no other conditions for its termination. The
company has not been wound-up, it has not gone into liquidation, and has not been deleted from the
Commercial Register.
In December 2007 the Company increased its capital in an initial public offering through the successful issue
of 1,700,000 shares with par value of BGN 1 each and issue value of BGN 9.04 each.
As at 31.12.2023 the registered capital of the Company was BGN 6,800,000 (six million and eight hundred
thousand leva), distributed in 6,800,000 (six million and eight hundred thousand) ordinary, registered,
dematerialized, voting shares with par value of BGN 1 (one lev) each. The subscribed capital of the Company
has been fully paid in and has been entered into the Commercial Register of the Registry Agency under the
batch file of the Company.
Trading in shares issued by the Company is carried out on a regulated securities market, in keeping with the
requirements of the Public Offering of Securities Act, the Rules of BSE-Sofia AD and the other applicable
legislation.
In its capacity of joint-stock company, which has issued shares in the initial share offering, which securities
are allowed to be traded on the Regulated market, Agria Group Holding AD has fulfilled its obligation for
entry in the Commercial Register under the order of the Commercial Register Act of the fact that the
Company is public.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
43
Agria Group Holding AD holds 50 000 (fifty thousand) own shares, representing 0.74 % of its capital.
During the past 2023, no own shares were aquired.
Management body
The Company has a single-tier management system - Board of Directors .
2. REVIEW OF THE OPERATIONS AND POSITION OF THE COMPANY
As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The
main objective of the Company is to participate in any form in other commercial companies or in their
management. The business policy of the Company, including investments, should be considered mainly in terms
of the operations of its subsidiaries, because Agria Group Holding AD functions as a legal entity-holding company,
carrying out investment activities as managing the stakes it holds in its subsidiaries.
The shares of the Company are listed on the Main Market of the Bulgarian Stock Excnage AD, Premium
Shares Segment, assigned stock code AGH, ISIN code BG1100085072
Shareholding structure of Agria Group Holding AD as at 31 December 2023
Name/Shareholder’s name Number of
shares/votes in GM
Percent of capital
Emra EOOD, Varna 2 955 500 43.46 % of capital
Komers EOOD, Targovishte 1 695 639 24.94 % of capital
Svetlomir Iliev Todorov 697 355 10.26 % of capital
Other legal entities and natural persons 1 451 506 21.34 % of capital
Agria Group Holding AD
Board of Directors
Други
Investor Relations Director
Кристера АД
Financial Director
Агрия Груп Холдниг АД
Executive Director
FOR 2023 AGRIA GROUP HOLDING JSC
43
Agria Group Holding AD holds 50 000 (fifty thousand) own shares, representing 0.74 % of its capital.
During the past 2023, no own shares were aquired.
Management body
The Company has a single-tier management system - Board of Directors .
2. REVIEW OF THE OPERATIONS AND POSITION OF THE COMPANY
As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its subsidiaries. The
main objective of the Company is to participate in any form in other commercial companies or in their
management. The business policy of the Company, including investments, should be considered mainly in terms
of the operations of its subsidiaries, because Agria Group Holding AD functions as a legal entity-holding company,
carrying out investment activities as managing the stakes it holds in its subsidiaries.
The shares of the Company are listed on the Main Market of the Bulgarian Stock Excnage AD, Premium
Shares Segment, assigned stock code AGH, ISIN code BG1100085072
Shareholding structure of Agria Group Holding AD as at 31 December 2023
Name/Shareholder’s name Number of
shares/votes in GM
Percent of capital
Emra EOOD, Varna 2 955 500 43.46 % of capital
Komers EOOD, Targovishte 1 695 639 24.94 % of capital
Svetlomir Iliev Todorov 697 355 10.26 % of capital
Other legal entities and natural persons 1 451 506 21.34 % of capital
Agria Group Holding AD
Board of Directors
Други
Investor Relations Director
Кристера АД
Financial Director
Агрия Груп Холдниг АД
Executive Director
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
44
Structure of AGRIA GROUP HOLDING AD
Agria Group Holding AD is part of the following economic group
Agria Group Holding AD holds shares in the capital of the following commercial companies:
• Kristera AD, Popovo – 59,554 ordinary registered shares with a par value of BGN 100
each, representing 99.26% of the capital in the company;
• Korn Trade EOOD, Varna – 68,000 shares of BGN 100 each, representing 100% of the capital in the
company;
• Agro EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company;
• Kristera-Agro EOOD, Devnya – 76,000 shares of BGN 100 each, representing 100% of the capital in the
company;
EMRA EOOD
Agria Group Holding AD
OTHERS EQUITY INVESTMENT EOOD
Kristera AD
Korn Trade EOOD
Agro EOOD
Kristera Agro EOOD
AG property Invest EOOD
Bora Invest EOOD
Bora Energy EOOD
Aris Agro EOOD
Toni-M EOOD
Gruvar EOOD
Elit-86 EOOD
Diasvet EOOD
Terra Protect EOOD
BD Agri EOOD
BD Farm EOOD
Agra EAD
Kehlibar EOOD
Silk Gas BG EOOD
Agro Oil Konsult OOD
Korn star OOD
Agrivia Oil EOOD
Almagest EOOD
FOR 2023 AGRIA GROUP HOLDING JSC
44
Structure of AGRIA GROUP HOLDING AD
Agria Group Holding AD is part of the following economic group
Agria Group Holding AD holds shares in the capital of the following commercial companies:
• Kristera AD, Popovo – 59,554 ordinary registered shares with a par value of BGN 100
each, representing 99.26% of the capital in the company;
• Korn Trade EOOD, Varna – 68,000 shares of BGN 100 each, representing 100% of the capital in the
company;
• Agro EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company;
• Kristera-Agro EOOD, Devnya – 76,000 shares of BGN 100 each, representing 100% of the capital in the
company;
EMRA EOOD
Agria Group Holding AD
OTHERS EQUITY INVESTMENT EOOD
Kristera AD
Korn Trade EOOD
Agro EOOD
Kristera Agro EOOD
AG property Invest EOOD
Bora Invest EOOD
Bora Energy EOOD
Aris Agro EOOD
Toni-M EOOD
Gruvar EOOD
Elit-86 EOOD
Diasvet EOOD
Terra Protect EOOD
BD Agri EOOD
BD Farm EOOD
Agra EAD
Kehlibar EOOD
Silk Gas BG EOOD
Agro Oil Konsult OOD
Korn star OOD
Agrivia Oil EOOD
Almagest EOOD
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
45
• AG Property Invest EOOD, Sofia – 122,050 shares of BGN 100 each, representing 100% of the capital in
the company;
• Bora Invest EOOD, Varna – 11,000 shares of BGN 100 each, representing 100% of the capital in the
company;
• Bora Energy EOOD, Varna – 622,000 shares of BGN 10 each, representing 100% of the capital in the
company;
• Aris Agro EOOD, Varna – 500 shares of BGN 10 each, representing 100% of the capital in the company;
• Toni-M EOOD, General Toshevo – 500 shares of BGN 10 each, representing 100% of the capital in the
company.
• Elit-86 EOOD, Varna - 500 shares of BGN 10 each, representing 100% of the capital in the company.
• Gruvar EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company.
• BD Agri EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the
company.
• BD Farm EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the
company.
• Diasvet EOOD, village of Pisanets, Russe region - 100 shares of BGN 50 each, representing 100% of the
capital in the company.
• Terra Protect EOOD, Sofia – 90,000 shares of BGN 10 each, representing 100% of the capital in the
company.
• Agra EAD, Varna – 119 545 ordinary registered shares with a par value of BGN 100 each,
representing 100% of the capital in the company.
• Kehlibar EOOD, Lyaskovets – 7,600 shares of BGN 1,000 each, representing 100% of the capital of the
company.
• Silk Gas BG OOD – 500 shares of BGN 10 each, representing 55% of the capital of the company.
• Agro Oil Konsult OOD - 50,500 shares of BGN 10 each, representing 50% of the capital of the company
• Korn Star OOD - 52,200 shares of BGN 10 each, representing 40% of the capital of the company
• AgriVia Oil EOOD – 4,000,005 shares of BGN 1 each
• Almagest’ EAD – 441 866 ordinary registered shares with a par value of BGN 80 each, representing
100% of the Company's capital. On 5th October 2023, in the Commercial Register and Register of Non-
Profit Legal Entities at the Registry Agency, the conversion of the company from single-member joint-
stock company to a single-member limited liability company in "ALMAGEST" EOOD with UIC
207546986 was entered.
Type of Operations of Agria Group Holding AD
Agria Group Holding AD, through its subsidiaries, is
engaged in the following types of business:
● Agribusiness in North-Eastern Bulgaria
● Processing industry (storage and processing of
grain and oil-bearing cultures) centred in the towns
of Lyaskovets and Ihtiman.
FOR 2023 AGRIA GROUP HOLDING JSC
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• AG Property Invest EOOD, Sofia – 122,050 shares of BGN 100 each, representing 100% of the capital in
the company;
• Bora Invest EOOD, Varna – 11,000 shares of BGN 100 each, representing 100% of the capital in the
company;
• Bora Energy EOOD, Varna – 622,000 shares of BGN 10 each, representing 100% of the capital in the
company;
• Aris Agro EOOD, Varna – 500 shares of BGN 10 each, representing 100% of the capital in the company;
• Toni-M EOOD, General Toshevo – 500 shares of BGN 10 each, representing 100% of the capital in the
company.
• Elit-86 EOOD, Varna - 500 shares of BGN 10 each, representing 100% of the capital in the company.
• Gruvar EOOD, Varna – 50 shares of BGN 100 each, representing 100% of the capital in the company.
• BD Agri EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the
company.
• BD Farm EOOD, Varna - 50 shares of BGN 100,000 each, representing 100% of the capital in the
company.
• Diasvet EOOD, village of Pisanets, Russe region - 100 shares of BGN 50 each, representing 100% of the
capital in the company.
• Terra Protect EOOD, Sofia – 90,000 shares of BGN 10 each, representing 100% of the capital in the
company.
• Agra EAD, Varna – 119 545 ordinary registered shares with a par value of BGN 100 each,
representing 100% of the capital in the company.
• Kehlibar EOOD, Lyaskovets – 7,600 shares of BGN 1,000 each, representing 100% of the capital of the
company.
• Silk Gas BG OOD – 500 shares of BGN 10 each, representing 55% of the capital of the company.
• Agro Oil Konsult OOD - 50,500 shares of BGN 10 each, representing 50% of the capital of the company
• Korn Star OOD - 52,200 shares of BGN 10 each, representing 40% of the capital of the company
• AgriVia Oil EOOD – 4,000,005 shares of BGN 1 each
• Almagest’ EAD – 441 866 ordinary registered shares with a par value of BGN 80 each, representing
100% of the Company's capital. On 5th October 2023, in the Commercial Register and Register of Non-
Profit Legal Entities at the Registry Agency, the conversion of the company from single-member joint-
stock company to a single-member limited liability company in "ALMAGEST" EOOD with UIC
207546986 was entered.
Type of Operations of Agria Group Holding AD
Agria Group Holding AD, through its subsidiaries, is
engaged in the following types of business:
● Agribusiness in North-Eastern Bulgaria
● Processing industry (storage and processing of
grain and oil-bearing cultures) centred in the towns
of Lyaskovets and Ihtiman.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
46
● Trade/export operations - Main administrative and logistic centers – the towns of Sofia, Popovo,
Devnya, Varna, Dobrich and Ihtiman.
Besides these main activities, the holding also performs other auxiliary activities - trade in farming fertilisers,
plant protection chemicals, fuels and lubricants, sowing seeds by world-renowned companies such as Korteva,
Baier, Syngenta, Lima Grain, BASF, etc.
The activity of part of the subsidiaries of Agria Group Holding AD is in the field of agribusiness. The Company’s
agribusiness activities include:
- Cultivation of agricultural land, production of grain and oil-bearing crops;
- Services related to various agronomic techniques.
Another type of business the holding is engaged in is processing industry and trade in grain and grain
derivatives, including export operations .
The total capacity of the storage facilities of Agria Group Holding JSC amounts to approx. 380,000 tonnes. The
storage bases of the holding are concentrated in five main logistic centers located in the towns of Popovo,
Devnya, Lyaskovets, Dobrich and Ihtiman. There also are auxiliary warehouse capacities in the main agribusiness
centers of the Company in town of Belogradets, town of Provadia, Gradinarovo village, Yankovo village, town of
Targovishte, town of Popovo, Osenets village, Pisanets village, Vedrina village, town of Kardam and Rositsa
village.
FOR 2023 AGRIA GROUP HOLDING JSC
46
● Trade/export operations - Main administrative and logistic centers – the towns of Sofia, Popovo,
Devnya, Varna, Dobrich and Ihtiman.
Besides these main activities, the holding also performs other auxiliary activities - trade in farming fertilisers,
plant protection chemicals, fuels and lubricants, sowing seeds by world-renowned companies such as Korteva,
Baier, Syngenta, Lima Grain, BASF, etc.
The activity of part of the subsidiaries of Agria Group Holding AD is in the field of agribusiness. The Company’s
agribusiness activities include:
- Cultivation of agricultural land, production of grain and oil-bearing crops;
- Services related to various agronomic techniques.
Another type of business the holding is engaged in is processing industry and trade in grain and grain
derivatives, including export operations .
The total capacity of the storage facilities of Agria Group Holding JSC amounts to approx. 380,000 tonnes. The
storage bases of the holding are concentrated in five main logistic centers located in the towns of Popovo,
Devnya, Lyaskovets, Dobrich and Ihtiman. There also are auxiliary warehouse capacities in the main agribusiness
centers of the Company in town of Belogradets, town of Provadia, Gradinarovo village, Yankovo village, town of
Targovishte, town of Popovo, Osenets village, Pisanets village, Vedrina village, town of Kardam and Rositsa
village.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
47
MAIN LOGISTIC CENTERS
Approx 750,000 – 800,000 tonnes of grain and oil-bearing crops are yearly stored and traded in the holding’s
grain facilities.
The Company has built a mature and effective market structure to procure the incoming raw materials (grain
crops), a flexible logistic structure and good positioning of the main locations where grain is stored (grain
facilities) near cargo terminals (Port of Varna, Port of Bourgas, Port of Constanta). The closed production cycle,
which minimizes the effect of outside factors with regard to purchasing prices and the quality of the main raw
materials, and the large quantity of cultivated farmland, including land owned or rented by companies from the
Devnya
• Constructed in 2007
• Equipped with modern laboratory
• Property of Krustera-Agro EOOD
• Storage capacity of 65000 mt
• Key location to Port Varna
Lyaskovets
• Sunflower seed processing plant
• Property of Kehlibar EOOD
• Storage capacity of 20000 mt
• Annual production capacity of 50000 mt
• Production of crude and refined sunflower oils,
sunflower husk, pellets and meal
Popovo
• The biggest logistic center
• Property of Kristera AD
• Storage capacity of 170000 mt
• Laboratory analysis
• Over 70 trucks fleet
Ihtiman
• Corn processing plant
• Property of Almagest EOOD
• Storage capacity 40 000 mt
• Annual production capacity of 35 000 000 l
ethanol and 25 000 mt DDGS
Dobrich
• The newest logistic center
• Property of Silk Gas BG EOOD
• Storage capacity of 70000 mt
• Key location to Port Varna
•
FOR 2023 AGRIA GROUP HOLDING JSC
47
MAIN LOGISTIC CENTERS
Approx 750,000 – 800,000 tonnes of grain and oil-bearing crops are yearly stored and traded in the holding’s
grain facilities.
The Company has built a mature and effective market structure to procure the incoming raw materials (grain
crops), a flexible logistic structure and good positioning of the main locations where grain is stored (grain
facilities) near cargo terminals (Port of Varna, Port of Bourgas, Port of Constanta). The closed production cycle,
which minimizes the effect of outside factors with regard to purchasing prices and the quality of the main raw
materials, and the large quantity of cultivated farmland, including land owned or rented by companies from the
Devnya
• Constructed in 2007
• Equipped with modern laboratory
• Property of Krustera-Agro EOOD
• Storage capacity of 65000 mt
• Key location to Port Varna
Lyaskovets
• Sunflower seed processing plant
• Property of Kehlibar EOOD
• Storage capacity of 20000 mt
• Annual production capacity of 50000 mt
• Production of crude and refined sunflower oils,
sunflower husk, pellets and meal
Popovo
• The biggest logistic center
• Property of Kristera AD
• Storage capacity of 170000 mt
• Laboratory analysis
• Over 70 trucks fleet
Ihtiman
• Corn processing plant
• Property of Almagest EOOD
• Storage capacity 40 000 mt
• Annual production capacity of 35 000 000 l
ethanol and 25 000 mt DDGS
Dobrich
• The newest logistic center
• Property of Silk Gas BG EOOD
• Storage capacity of 70000 mt
• Key location to Port Varna
•
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
48
holding structure engaging in agribusiness, help to largely secure the foreign trade operations of the company
as well.
The main clients for the export transactions of the of the Group’s companies are global leaders in grain trade,
including Cofco International Romania S.R.L., Cofco International Bulgaria EOOD, ADM Bulgaria Trading EOOD,
ADM Razgrad EAD, Viterra Romania, Cargill Bulgaria, Lecureur France, The Andersons INC USA, CHS Bulgaria
EOOD, etc.
3. INFORMATION ABOUT IMPLEMENTED INVESTMENTS PER TYPE OF OPERATION OF AGRIA
GROUP HOLDING AD IN 2023
Agribusiness
During the financial 2023 the subsidiaries continued acquisition of agricultural land in the regions of Veliki
Preslav, Razgrad, Targovishte, Ruse, Provadia and Popovo through purchase agreements at a total value of EUR
2,300,000. The lands purchased are about 1630 hectares.
The investments implemented in augmentation of capacity, reconstruction and modernization of existing
storage facilities in the different agricultural bases of the company amount to a total value of EUR 570,000 for
the financial 2023.
As at the end of 2023, the investments made in agricultural machinery are in the amount of EUR 3,750,000.
Trade/export
The investments implemented in the field of transportation, specifically in expanding the fleet of the company
and improving the logistic structure amount to EUR 1,660,000.
During 2023, the investments implemented in the construction of a new logistic center in the region of North-
Eastern Bulgaria with a storage capacity of 94,000 m3 amounts to EUR 5,440, 000.
By the end of 2023, the investments implemented in the acquisition of assets and shareholdings in legal entities
developing activities in the field of agricultural production and processing of grain crops amount to EUR
24,490,000.
Processing industry
As at the end of 2023, the investments made in the construction of the oilseed processing plant with service
storage silos and oil storage tanks, located on the territory of Kristera AD warehouse, town of Popovo amount
to approximately EUR 1,960,000.
For the financial year 2023, AGRIA GROUP HOLDING А D has direct investments in the process of execution as
follows: Agria Group Holding AD has acquired in the procedure provided by the legislation the ownership of
100% (one hundred percent) of the capital of the commercial company "Almagest" AD, entered in the
Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142.
FOR 2023 AGRIA GROUP HOLDING JSC
48
holding structure engaging in agribusiness, help to largely secure the foreign trade operations of the company
as well.
The main clients for the export transactions of the of the Group’s companies are global leaders in grain trade,
including Cofco International Romania S.R.L., Cofco International Bulgaria EOOD, ADM Bulgaria Trading EOOD,
ADM Razgrad EAD, Viterra Romania, Cargill Bulgaria, Lecureur France, The Andersons INC USA, CHS Bulgaria
EOOD, etc.
3. INFORMATION ABOUT IMPLEMENTED INVESTMENTS PER TYPE OF OPERATION OF AGRIA
GROUP HOLDING AD IN 2023
Agribusiness
During the financial 2023 the subsidiaries continued acquisition of agricultural land in the regions of Veliki
Preslav, Razgrad, Targovishte, Ruse, Provadia and Popovo through purchase agreements at a total value of EUR
2,300,000. The lands purchased are about 1630 hectares.
The investments implemented in augmentation of capacity, reconstruction and modernization of existing
storage facilities in the different agricultural bases of the company amount to a total value of EUR 570,000 for
the financial 2023.
As at the end of 2023, the investments made in agricultural machinery are in the amount of EUR 3,750,000.
Trade/export
The investments implemented in the field of transportation, specifically in expanding the fleet of the company
and improving the logistic structure amount to EUR 1,660,000.
During 2023, the investments implemented in the construction of a new logistic center in the region of North-
Eastern Bulgaria with a storage capacity of 94,000 m3 amounts to EUR 5,440, 000.
By the end of 2023, the investments implemented in the acquisition of assets and shareholdings in legal entities
developing activities in the field of agricultural production and processing of grain crops amount to EUR
24,490,000.
Processing industry
As at the end of 2023, the investments made in the construction of the oilseed processing plant with service
storage silos and oil storage tanks, located on the territory of Kristera AD warehouse, town of Popovo amount
to approximately EUR 1,960,000.
For the financial year 2023, AGRIA GROUP HOLDING А D has direct investments in the process of execution as
follows: Agria Group Holding AD has acquired in the procedure provided by the legislation the ownership of
100% (one hundred percent) of the capital of the commercial company "Almagest" AD, entered in the
Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
49
4. INVESTMENT PROGRAM FOR 2024
Sources of Financing
- The Company plans to finance about 30% of the investment program of Agria Group Holding for 2024 with
its own funds.
- The remaining part of the investments will be financed with longterm debt financial instruments.
- In view of the specialisation of the Company mainly in agribusiness sector, one source of grants is the
European Union in the form of grant schemes for supporting the agricultural producers under the
Operational programme Good Governance /OPGG/, Eco-schemes and Payments under Natura 2000 for
agricultural land.
Investments per types of operations of Agria Group Holding AD
Agribusiness
Purchase of farmland in the areas where farming subsidiaries of the holding cultivate farmland. Due to
the usual trading activity of the companies in the holding group, specializing in agricultural production, the effect
of the land purchasing agreements meets the expectations of the Company referring to fulfilment of the
Investment Program for acquisition of agricultural lands. The lands purchased are located in regions where the
companies are already cultivating agricultural lands which will lead to the consolidation of the total lands
cultivated by the companies of the Group. For 2024 the Holding plans investments amounting to EUR 4,000,000.
Augmentation of capacity, reconstruction and modernization of existing storage facilities in the different
agricultural bases of the company. For 2024 the Holding plans investment amounting to EUR 350,000.
Investments in agricultural machinery. For 2024 the company plans investments amounting to EUR
1,350,000.
FOR 2023 AGRIA GROUP HOLDING JSC
49
4. INVESTMENT PROGRAM FOR 2024
Sources of Financing
- The Company plans to finance about 30% of the investment program of Agria Group Holding for 2024 with
its own funds.
- The remaining part of the investments will be financed with longterm debt financial instruments.
- In view of the specialisation of the Company mainly in agribusiness sector, one source of grants is the
European Union in the form of grant schemes for supporting the agricultural producers under the
Operational programme Good Governance /OPGG/, Eco-schemes and Payments under Natura 2000 for
agricultural land.
Investments per types of operations of Agria Group Holding AD
Agribusiness
Purchase of farmland in the areas where farming subsidiaries of the holding cultivate farmland. Due to
the usual trading activity of the companies in the holding group, specializing in agricultural production, the effect
of the land purchasing agreements meets the expectations of the Company referring to fulfilment of the
Investment Program for acquisition of agricultural lands. The lands purchased are located in regions where the
companies are already cultivating agricultural lands which will lead to the consolidation of the total lands
cultivated by the companies of the Group. For 2024 the Holding plans investments amounting to EUR 4,000,000.
Augmentation of capacity, reconstruction and modernization of existing storage facilities in the different
agricultural bases of the company. For 2024 the Holding plans investment amounting to EUR 350,000.
Investments in agricultural machinery. For 2024 the company plans investments amounting to EUR
1,350,000.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
50
Trade/export operations
The Company does not plan investments in transport
for 2024.
In view of increasing the market presence in North-
Eastern Bulgaria as well as strengtening the trading and
exporting of the company, for 2024 the holding plans
investments for the completion of a new logistic center in the
area, which would have a storage capacity of 94 000m3. The
investment amounts approx. to EUR 12,900,000, of which EUR
1,600,000 are planned to be invested in 2024.
Investments in acquisition of assets and shares in legal entities, operating in the field of agricultural
production and grain processing of grain. The planned investments for 2024 in the indicated
directions from the companies of the holding structure amounts to about EUR 4,000,000.
Manufacturing industry
Investment in an oilseed processing plant with
service storage silos and oil storage tanks, located
on the territory of Kristera AD warehouse, town
of Popovo. The planned implementation of the
investment project is within 2023-2027.
According to preliminary data, its total cost
amounts to about EUR 55 million, and for 2024 it
is planned to spend funds for the investment in
the amount of about EUR 23 000 thousand.
Investment in a steam boiler for production of steam and electricity on the territory of the production
base of Almagest EOOD. The investment will be implemented using waste-free green technologies that are
favourable to the climate and environmental protection through the use of straw as a main raw material of plant
origin for the production of steam and electricity. The investment is planned to take place by the end of 2024,
and the total amount is about EUR 5,600 thousand.
The economic policy and business goals of the Company, incl. investments are oriented towards sustainable
development and strategic investment planning, operational efficiency and corporate social responsibility,
contributing to the stable and sustainable development of the Company and the holding group in economic,
social and environmental aspects. The company uses the potential of various mechanisms that creates
prerequisites for sustainable development of the holding group companies through diversification of the risk of
FOR 2023 AGRIA GROUP HOLDING JSC
50
Trade/export operations
The Company does not plan investments in transport
for 2024.
In view of increasing the market presence in North-
Eastern Bulgaria as well as strengtening the trading and
exporting of the company, for 2024 the holding plans
investments for the completion of a new logistic center in the
area, which would have a storage capacity of 94 000m3. The
investment amounts approx. to EUR 12,900,000, of which EUR
1,600,000 are planned to be invested in 2024.
Investments in acquisition of assets and shares in legal entities, operating in the field of agricultural
production and grain processing of grain. The planned investments for 2024 in the indicated
directions from the companies of the holding structure amounts to about EUR 4,000,000.
Manufacturing industry
Investment in an oilseed processing plant with
service storage silos and oil storage tanks, located
on the territory of Kristera AD warehouse, town
of Popovo. The planned implementation of the
investment project is within 2023-2027.
According to preliminary data, its total cost
amounts to about EUR 55 million, and for 2024 it
is planned to spend funds for the investment in
the amount of about EUR 23 000 thousand.
Investment in a steam boiler for production of steam and electricity on the territory of the production
base of Almagest EOOD. The investment will be implemented using waste-free green technologies that are
favourable to the climate and environmental protection through the use of straw as a main raw material of plant
origin for the production of steam and electricity. The investment is planned to take place by the end of 2024,
and the total amount is about EUR 5,600 thousand.
The economic policy and business goals of the Company, incl. investments are oriented towards sustainable
development and strategic investment planning, operational efficiency and corporate social responsibility,
contributing to the stable and sustainable development of the Company and the holding group in economic,
social and environmental aspects. The company uses the potential of various mechanisms that creates
prerequisites for sustainable development of the holding group companies through diversification of the risk of
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
51
adverse climate change and realization of savings of scale in the direction of agricultural production, on one side
and through efficiency and value of new business on the other.
Taking into account the parameters of the investment program of the companies in the holding structure as well
as the conducted analyses and researches, we believe that the impact of the planned investment would cover
the Company’s expectations for optimization of the segment of own grain production, strengthening the export
orientation of the holding and adding value to the company through new types of operations for the companies
in the holding structure.
The parameters of the investment program of the companies in the holding structure have been developped in
a situation of a stable market and in managing specific risks for the normal business environment and for the
holding group. In compliance with the recommendations of the European Securities and Markets Authority on
the impact on financial market and considering the military conflict between Russia and Ukraine, and in
compliance with the requirements of Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, the Company undertakes to promptly disclose information on the
actual or potential impact of the military conflict on its business, financial and economic position and on its
planned investment intentions, as it include a quantitative and qualitative assessment of this impact in its
financial reporting information as well as in the form of incidental information.
10%
3%
5%
10%
72%
Planned investments for 2024
Agricultural land
Agricultural machinery,
transport and logistics
Складови бази
Acquisitions
Manufacturing industry
Agricultural land 4 000
Agricultural machinery, transport and logistics 1 350
Warehouse facilities 1 950
Aquisitions 4 000
Manifacturing industry 28 600
Total planned investments for 2024 (in BGN thousand) 39 900
FOR 2023 AGRIA GROUP HOLDING JSC
51
adverse climate change and realization of savings of scale in the direction of agricultural production, on one side
and through efficiency and value of new business on the other.
Taking into account the parameters of the investment program of the companies in the holding structure as well
as the conducted analyses and researches, we believe that the impact of the planned investment would cover
the Company’s expectations for optimization of the segment of own grain production, strengthening the export
orientation of the holding and adding value to the company through new types of operations for the companies
in the holding structure.
The parameters of the investment program of the companies in the holding structure have been developped in
a situation of a stable market and in managing specific risks for the normal business environment and for the
holding group. In compliance with the recommendations of the European Securities and Markets Authority on
the impact on financial market and considering the military conflict between Russia and Ukraine, and in
compliance with the requirements of Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, the Company undertakes to promptly disclose information on the
actual or potential impact of the military conflict on its business, financial and economic position and on its
planned investment intentions, as it include a quantitative and qualitative assessment of this impact in its
financial reporting information as well as in the form of incidental information.
10%
3%
5%
10%
72%
Planned investments for 2024
Agricultural land
Agricultural machinery,
transport and logistics
Складови бази
Acquisitions
Manufacturing industry
Agricultural land 4 000
Agricultural machinery, transport and logistics 1 350
Warehouse facilities 1 950
Aquisitions 4 000
Manifacturing industry 28 600
Total planned investments for 2024 (in BGN thousand) 39 900
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
52
As a consequence of the military conflict between Russia and Ukraine since the end of February of the previous
year, normal trade relations with the two countries involved have been disrupted. The European Union and
many countries around the world have imposed a number of economic sanctions on Russia. The restrictive
economic and financial measures taken could lead to changes in the prices of energy sources and other goods
and services that are important for the development of the Bulgarian economy. The corporate management
analyses and monitors all developments in order to determine protective and stabilisation measures. With their
implementation, it is expected that the negative consequences of the military conflict will be mitigated to the
extent that they do not have a material adverse impact on the future viability and the Company's ability to
continue as a going concern.
5. FINANCIAL INDICATORS AND FINANCIAL POSITION OF THE COMPANY
OPERATING RESULTS
A. Analysis of the Balance Sheet
FINANCIAL STANDING REPORT OF AGRIA GROUP HOLDING AD (BGN in thousands)
ASSETS 31.12.2023 31.12.2022
Non-current assets
Lands and buildings 6,687 6,687
Vehicles and others 998 1,142
Costs for acquisition of longterm assets 0 235
Right-of-use assets 230 438
Intangible assets 82 97
Investments in subsidiaries and associates 152,338 104,413
Deferred tax assets 0 0
Total non-current assets 160,335 113,012
Current assets
Receivables from related enterprises 33,077 35,348
Trade receivables 516 402
Reimbursable tax 33 87
Advances to suppliers 0 0
Cash and cash equivalents 808 641
Total current assets 34,434 36,478
Total assets 194,769 149,490
LIABILITIES
Equity
Share capital 5,410 5,410
Reserves 18,949 18,949
Financial result from preceding periods 67,291 31,859
Financial result for the period 8,839 42,181
FOR 2023 AGRIA GROUP HOLDING JSC
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As a consequence of the military conflict between Russia and Ukraine since the end of February of the previous
year, normal trade relations with the two countries involved have been disrupted. The European Union and
many countries around the world have imposed a number of economic sanctions on Russia. The restrictive
economic and financial measures taken could lead to changes in the prices of energy sources and other goods
and services that are important for the development of the Bulgarian economy. The corporate management
analyses and monitors all developments in order to determine protective and stabilisation measures. With their
implementation, it is expected that the negative consequences of the military conflict will be mitigated to the
extent that they do not have a material adverse impact on the future viability and the Company's ability to
continue as a going concern.
5. FINANCIAL INDICATORS AND FINANCIAL POSITION OF THE COMPANY
OPERATING RESULTS
A. Analysis of the Balance Sheet
FINANCIAL STANDING REPORT OF AGRIA GROUP HOLDING AD (BGN in thousands)
ASSETS 31.12.2023 31.12.2022
Non-current assets
Lands and buildings 6,687 6,687
Vehicles and others 998 1,142
Costs for acquisition of longterm assets 0 235
Right-of-use assets 230 438
Intangible assets 82 97
Investments in subsidiaries and associates 152,338 104,413
Deferred tax assets 0 0
Total non-current assets 160,335 113,012
Current assets
Receivables from related enterprises 33,077 35,348
Trade receivables 516 402
Reimbursable tax 33 87
Advances to suppliers 0 0
Cash and cash equivalents 808 641
Total current assets 34,434 36,478
Total assets 194,769 149,490
LIABILITIES
Equity
Share capital 5,410 5,410
Reserves 18,949 18,949
Financial result from preceding periods 67,291 31,859
Financial result for the period 8,839 42,181
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Total equity 100,489 98,399
Liabilities
Non-current liabilities
Payables under loans 35,959 16,909
Other non-current liabilities 745 858
Total non-current liabilities 36,704 17,767
Current liabilities
Current liabilities to financial institutions 42,895 28,228
Current liabilities to related enterprises 14,459 4,678
Current liabilities to suppliers and clients 56 292
Liabilities to employees 109 67
Liabilities to insurance institutions 17 12
Tax liabilities 18 27
Other liabilities 22 20
Total current liabilities 57,576 33,324
Total liabilities 94,280 51,091
Total equity and liabilities 194,769 149,490
1. Analysis of Assets
The non- current assets in the company’s balance sheet comprise mainly its stakes in subsidiaries.
2. Analysis of Liabilities
Equity grew from BGN 98,399,000 as at 31.12.2022 to BGN 100,489,000 as at 31.12.2023 due to the financial
result for the period. The company completed the reporting period with a net profit of BGN 8,839,000 compared
to a profit of BGN 42,181,000 for the preceding period.
B. Analysis of the Statement of Comprehensive Income
INCOME STATEMENT FOR THE PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF AGRIA GROUP
HOLDING AD (BGN IN THOUSANDS)
31.12.2023 31.12.2022
Sales 561 537
Other income 8 19
Total revenue from non-financing
activities
569 556
Expenses by nature
Materials (103) (153)
External services (795) (694)
Wages (1,785) (1,054)
FOR 2023 AGRIA GROUP HOLDING JSC
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Total equity 100,489 98,399
Liabilities
Non-current liabilities
Payables under loans 35,959 16,909
Other non-current liabilities 745 858
Total non-current liabilities 36,704 17,767
Current liabilities
Current liabilities to financial institutions 42,895 28,228
Current liabilities to related enterprises 14,459 4,678
Current liabilities to suppliers and clients 56 292
Liabilities to employees 109 67
Liabilities to insurance institutions 17 12
Tax liabilities 18 27
Other liabilities 22 20
Total current liabilities 57,576 33,324
Total liabilities 94,280 51,091
Total equity and liabilities 194,769 149,490
1. Analysis of Assets
The non- current assets in the company’s balance sheet comprise mainly its stakes in subsidiaries.
2. Analysis of Liabilities
Equity grew from BGN 98,399,000 as at 31.12.2022 to BGN 100,489,000 as at 31.12.2023 due to the financial
result for the period. The company completed the reporting period with a net profit of BGN 8,839,000 compared
to a profit of BGN 42,181,000 for the preceding period.
B. Analysis of the Statement of Comprehensive Income
INCOME STATEMENT FOR THE PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME OF AGRIA GROUP
HOLDING AD (BGN IN THOUSANDS)
31.12.2023 31.12.2022
Sales 561 537
Other income 8 19
Total revenue from non-financing
activities
569 556
Expenses by nature
Materials (103) (153)
External services (795) (694)
Wages (1,785) (1,054)
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Social and health insurance (64) (50)
Depreciation costs (388) (391)
Other expenses (216) (493)
Total expenses by nature (3,351) (2,835)
Interest expenses (3,960) (1,190)
Expenses for fees and commissions (646) (208)
Expenses for foreign exchange operations (5) (2)
Dividend and interest income 16,226 45,856
Income for foreign exchange operations 1 0
Result for the period before tax 8,834 42,177
Tax (expenses)/income 5 4
Net result for the period 8,839 42,181
The income from the operations of the Company in 2023 amounts to BGN 561,000. The Company also registers
interest income amounting to BGN 1,338,000 and dividend income in the amount of BGN 14,888,000.
Because of the economic activity carried out and the reported income, Agria Group Holding AD closed its
accounts as at 31.12.2023 with a positive net result of its operations to the amount of BGN 8,839,000.
As at 31.12.2023, the equity of the Company on a non-consolidated basis stand at BGN 100,489,000, and it is
the Company’s main source of internal liquidity. Of it, BGN 6,800,000 are subscribed and fully paid in share
capital. The table below presents the internal sources of liquidity of the company in accordance with the non-
consolidated financial statements.
BGN in thousands - on a non-consolidated basis 31.12.2023 2022 2021 2020
Share capital, including 5,410 5,410 6,800 6,800
Subscribed capital 6,800 6,800 6,800 6,800
Own shares purchase -1,390 -1,390 0 0
Reserves 18,949 18,949 17,176 17,176
Financial result 76,130 74,040 34,329 33,243
Total equity 100,489 98,399 58,305 57,219
C. Liquidity
The liquidity ratios are an indicator of the ability of the company to repay its debts in a timely manner. They are
connected with the liquidity risk, which is the risk for the issuer not to have sufficient funds available to meet
maturing payables to creditors. The Company manages its assets and liabilities in such a way as to guarantee
that it will cover its daily payments regularly and without delay. Cash in hand and in bank deposits as at
31.12.2023 stand at BGN 808,000 and is 1.40% of short-term liabilities.
FOR 2023 AGRIA GROUP HOLDING JSC
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Social and health insurance (64) (50)
Depreciation costs (388) (391)
Other expenses (216) (493)
Total expenses by nature (3,351) (2,835)
Interest expenses (3,960) (1,190)
Expenses for fees and commissions (646) (208)
Expenses for foreign exchange operations (5) (2)
Dividend and interest income 16,226 45,856
Income for foreign exchange operations 1 0
Result for the period before tax 8,834 42,177
Tax (expenses)/income 5 4
Net result for the period 8,839 42,181
The income from the operations of the Company in 2023 amounts to BGN 561,000. The Company also registers
interest income amounting to BGN 1,338,000 and dividend income in the amount of BGN 14,888,000.
Because of the economic activity carried out and the reported income, Agria Group Holding AD closed its
accounts as at 31.12.2023 with a positive net result of its operations to the amount of BGN 8,839,000.
As at 31.12.2023, the equity of the Company on a non-consolidated basis stand at BGN 100,489,000, and it is
the Company’s main source of internal liquidity. Of it, BGN 6,800,000 are subscribed and fully paid in share
capital. The table below presents the internal sources of liquidity of the company in accordance with the non-
consolidated financial statements.
BGN in thousands - on a non-consolidated basis 31.12.2023 2022 2021 2020
Share capital, including 5,410 5,410 6,800 6,800
Subscribed capital 6,800 6,800 6,800 6,800
Own shares purchase -1,390 -1,390 0 0
Reserves 18,949 18,949 17,176 17,176
Financial result 76,130 74,040 34,329 33,243
Total equity 100,489 98,399 58,305 57,219
C. Liquidity
The liquidity ratios are an indicator of the ability of the company to repay its debts in a timely manner. They are
connected with the liquidity risk, which is the risk for the issuer not to have sufficient funds available to meet
maturing payables to creditors. The Company manages its assets and liabilities in such a way as to guarantee
that it will cover its daily payments regularly and without delay. Cash in hand and in bank deposits as at
31.12.2023 stand at BGN 808,000 and is 1.40% of short-term liabilities.
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The liquidity ratios of Agria Group Holding AD, calculated on the basis of its non-consolidated financial
statements, are shown in the following table:
Liquidity indicators 31.12.2023 31.12.2022 31.12.2021
Current ratio Current assets / current
liabilities
0,60 1,09 0,80
Quick ratio (Cash + Cash equivalents +
Receivables) / Current
liabilities
0,60 1,09 0,80
Cash ratio (Cash + Cash equivalents) /
Current liabilities
0,01 0,02 0,01
6. RISKS FACING THE COMPANY. GOALS AND POLICY OF THE COMPANY ON RISK MANAGEMENT
The operation of each company is exposed to certain risks affecting its performance. The operation of Agria
Group Holding AD is exposed to the risks listed below. The risk factors are listed consequentially in accordance
with their significance to the operations of the issuer.
Specific risks
Market risks
Market risk is related to the changes in market conditions. It includes income risks, profit risks, interest rate,
liquidity and currency risks.
Income risks
The Company’s future sales are subject to normal market risks. The main future income depends on the
possibility for AGRIA GROUP HOLDING AD to perform its market and investment strategy, as well as on the
current market situation. To reduce those risks considerably, the Company relies on an increased intra-company
capability of effective forecasting and planning, as well as on maintaining stable customer relations.
Profit risks
The market risk can also influence the Company’s expenses, particularly in cases when the rate of growth of
expenses is faster than that of income.
Interest rate risk
The interest rate risk manifests itself in the possibility of a rise in the cost of financing the Company’s activities.
Regarding fixed rate loans, in the case of a potential drop in market interest rates, the issuer may not succeed
in obtaining resources at the available lower interest rates. If such circumstances arise, the Issuer would be
operating under less advantageous conditions than its competitors. Such development would lead to higher
interest payments by the Issuer in comparison to other companies which would finance their activities at the
current market rates; consequently, this would lead to lower net profit. Regarding floating rate loans, in the case
FOR 2023 AGRIA GROUP HOLDING JSC
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The liquidity ratios of Agria Group Holding AD, calculated on the basis of its non-consolidated financial
statements, are shown in the following table:
Liquidity indicators 31.12.2023 31.12.2022 31.12.2021
Current ratio Current assets / current
liabilities
0,60 1,09 0,80
Quick ratio (Cash + Cash equivalents +
Receivables) / Current
liabilities
0,60 1,09 0,80
Cash ratio (Cash + Cash equivalents) /
Current liabilities
0,01 0,02 0,01
6. RISKS FACING THE COMPANY. GOALS AND POLICY OF THE COMPANY ON RISK MANAGEMENT
The operation of each company is exposed to certain risks affecting its performance. The operation of Agria
Group Holding AD is exposed to the risks listed below. The risk factors are listed consequentially in accordance
with their significance to the operations of the issuer.
Specific risks
Market risks
Market risk is related to the changes in market conditions. It includes income risks, profit risks, interest rate,
liquidity and currency risks.
Income risks
The Company’s future sales are subject to normal market risks. The main future income depends on the
possibility for AGRIA GROUP HOLDING AD to perform its market and investment strategy, as well as on the
current market situation. To reduce those risks considerably, the Company relies on an increased intra-company
capability of effective forecasting and planning, as well as on maintaining stable customer relations.
Profit risks
The market risk can also influence the Company’s expenses, particularly in cases when the rate of growth of
expenses is faster than that of income.
Interest rate risk
The interest rate risk manifests itself in the possibility of a rise in the cost of financing the Company’s activities.
Regarding fixed rate loans, in the case of a potential drop in market interest rates, the issuer may not succeed
in obtaining resources at the available lower interest rates. If such circumstances arise, the Issuer would be
operating under less advantageous conditions than its competitors. Such development would lead to higher
interest payments by the Issuer in comparison to other companies which would finance their activities at the
current market rates; consequently, this would lead to lower net profit. Regarding floating rate loans, in the case
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
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of a potential drop in market interest levels, the interest rate payable by the Company on its loans will also drop.
An interest rate risk for floating rate loans exists in the case of a rise in market levels, when the resources used
by the Issuer will become more expensive.
In order to minimise the interest rate risk, the Issuer diversifies the sources through which it ensures the
financing of its activity.
Liquidity risk
Liquidity risk is a risk related to the ability for the Issuer to cover its trade payables to suppliers and creditors
within the negotiated term and amount of payments.
Agria Group Holding AD manages its assets and liabilities in such a way as to guarantee that it will cover its daily
payments regularly and without delay. This risk component is minimised by accuracy and commitment in
agreements with the trade counterparties with which cash revenue or payments are planned.
Currency risk
Currency risk is the risk that the Issuer may suffer losses due to the fluctuation of market prices of the various
currencies it uses. Agria Group Holding AD carries out its operations predominantly in Bulgarian leva (BGN) and
Euro (EUR). The Euro is the main currency in which the Issuer settles its foreign trade relations – sales of
goods/produce and purchase of materials necessary for its activity. Under the conditions of a currency board
and a fixed rate of the BGN against the EUR, the management of the company consider that the Issuer is not
exposed to a significant risk of changes in currency rates.
Operational risks
The chief operational risks and the measures taken to minimise those risks are to be considered in terms of the
operations of the Issuer’s subsidiaries, because Agria Group Holding AD functions as a legal entity which is a
holding company carrying out investment activities, which aims to manage the stake it holds in its subsidiaries,
and which does not directly carry out any other production and/or commercial activity of its own.
The operational risk is related to damage or loss suffered by the Company due to human error,
technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a
mistake in the procedure or organisation. The probability that the Issuer may suffer damage or loss due to human
error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to
a mistake in the procedure or organisation via its subsidiaries is insignificant. Part of the chief operational risks
is related to a potential load on capacities and to providing the necessary raw materials. Potential risks could
arise in relation to the workforce available in the regions where the subsidiaries of the Issuer perform their
commercial activities.
The main risk for the Issuer’s subsidiaries which perform commercial activities related to growing and
storing agricultural produce includes inclement weather conditions, diseases and other natural risks. In order to
minimise those risks and any potential loss, the subsidiaries obtain insurance policies for all areas on the
production in progress of all agro-technical activities against all main risks, together with storm, fire and hail,
including insurance policies against freezing of all crops being grown.
FOR 2023 AGRIA GROUP HOLDING JSC
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of a potential drop in market interest levels, the interest rate payable by the Company on its loans will also drop.
An interest rate risk for floating rate loans exists in the case of a rise in market levels, when the resources used
by the Issuer will become more expensive.
In order to minimise the interest rate risk, the Issuer diversifies the sources through which it ensures the
financing of its activity.
Liquidity risk
Liquidity risk is a risk related to the ability for the Issuer to cover its trade payables to suppliers and creditors
within the negotiated term and amount of payments.
Agria Group Holding AD manages its assets and liabilities in such a way as to guarantee that it will cover its daily
payments regularly and without delay. This risk component is minimised by accuracy and commitment in
agreements with the trade counterparties with which cash revenue or payments are planned.
Currency risk
Currency risk is the risk that the Issuer may suffer losses due to the fluctuation of market prices of the various
currencies it uses. Agria Group Holding AD carries out its operations predominantly in Bulgarian leva (BGN) and
Euro (EUR). The Euro is the main currency in which the Issuer settles its foreign trade relations – sales of
goods/produce and purchase of materials necessary for its activity. Under the conditions of a currency board
and a fixed rate of the BGN against the EUR, the management of the company consider that the Issuer is not
exposed to a significant risk of changes in currency rates.
Operational risks
The chief operational risks and the measures taken to minimise those risks are to be considered in terms of the
operations of the Issuer’s subsidiaries, because Agria Group Holding AD functions as a legal entity which is a
holding company carrying out investment activities, which aims to manage the stake it holds in its subsidiaries,
and which does not directly carry out any other production and/or commercial activity of its own.
The operational risk is related to damage or loss suffered by the Company due to human error,
technological imprecision, and impossibility for machines and equipment to perform a certain task, or to a
mistake in the procedure or organisation. The probability that the Issuer may suffer damage or loss due to human
error, technological imprecision, and impossibility for machines and equipment to perform a certain task, or to
a mistake in the procedure or organisation via its subsidiaries is insignificant. Part of the chief operational risks
is related to a potential load on capacities and to providing the necessary raw materials. Potential risks could
arise in relation to the workforce available in the regions where the subsidiaries of the Issuer perform their
commercial activities.
The main risk for the Issuer’s subsidiaries which perform commercial activities related to growing and
storing agricultural produce includes inclement weather conditions, diseases and other natural risks. In order to
minimise those risks and any potential loss, the subsidiaries obtain insurance policies for all areas on the
production in progress of all agro-technical activities against all main risks, together with storm, fire and hail,
including insurance policies against freezing of all crops being grown.
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Insurance policies are obtained for all general risks, including earthquake risk for all real estate and
production capacities owned by the companies in the group.
Despite the tight competition, the Company considers that it has a competitive edge on the market
owing to its experienced management staff and its established reputation. In this respect it should be noted that
the management staff and the Company’s employees are highly qualified and motivated specialists, organised
in relatively independent active structural units which maintain a maximally complete and up-to-date data base
of the development and trends of the respective markets.
Non-specific (systemic) risks
The holding company and its subsidiaries are also exposed to systemic risks, mainly related to the macro
environment in which they operate. These risks are not subject to supervision and under the control of Agria
Group Holding’s management.
The main systemic risk to the activity of the company and its subsidiaries can be identified as the military conflict
between Russia and Ukraine, the main exporters of grain worldwide. The outbreak of war has complicated grain
and oilseed exports, triggering fears of a food crisis and a high spike in commodity prices in 2023, as well as
instability on international markets. Despite the establishment of export corridors from Ukraine and the current
soothing of markets, the ongoing military situation threatens to deepen the conflict, which could lead to the
restriction or hindrance of exports through the imposition of non-market administrative measures. The
Company's management does not anticipate any adverse impact on the results of operations and business
processes of the holding company as the Company has no direct exposure to related parties, and/or key
customers or suppliers in Russia and Ukraine.
Effect on liquidity
The management concludes that there are no liquidity restrictions for the company and the group as a whole in
short and medium term. To date, the holding group is supported by global financial institutions with which it
works, such as European Investment Bank, DSK Bank, UniCredit Bulbank, UBB AD.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company follows a consistent policy of Social Corporate Responsibility. Agria Group Holding AD is a public
company and its social responsibility finds expression in all aspects of its corporate activities. The management
of Agria Group Holding prioritizes environmental protection and people’s health in its corporate policy through
its products, services and working conditions. The company’s social engagements in its capacity of employer
toward workers and employees find expression in providing safe and healthy working conditions as well as
following an environmental protection policy. Agria’s senior management encourages following business
standards and practices for public social responsibility regarding the environmental and employee policies.
The company assess regularly the impact of its activities on the environment and observe strictly the
requirements and regulations for environmental protection, health and safety of the employees and the society
in production of grains in the following aspects.
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Insurance policies are obtained for all general risks, including earthquake risk for all real estate and
production capacities owned by the companies in the group.
Despite the tight competition, the Company considers that it has a competitive edge on the market
owing to its experienced management staff and its established reputation. In this respect it should be noted that
the management staff and the Company’s employees are highly qualified and motivated specialists, organised
in relatively independent active structural units which maintain a maximally complete and up-to-date data base
of the development and trends of the respective markets.
Non-specific (systemic) risks
The holding company and its subsidiaries are also exposed to systemic risks, mainly related to the macro
environment in which they operate. These risks are not subject to supervision and under the control of Agria
Group Holding’s management.
The main systemic risk to the activity of the company and its subsidiaries can be identified as the military conflict
between Russia and Ukraine, the main exporters of grain worldwide. The outbreak of war has complicated grain
and oilseed exports, triggering fears of a food crisis and a high spike in commodity prices in 2023, as well as
instability on international markets. Despite the establishment of export corridors from Ukraine and the current
soothing of markets, the ongoing military situation threatens to deepen the conflict, which could lead to the
restriction or hindrance of exports through the imposition of non-market administrative measures. The
Company's management does not anticipate any adverse impact on the results of operations and business
processes of the holding company as the Company has no direct exposure to related parties, and/or key
customers or suppliers in Russia and Ukraine.
Effect on liquidity
The management concludes that there are no liquidity restrictions for the company and the group as a whole in
short and medium term. To date, the holding group is supported by global financial institutions with which it
works, such as European Investment Bank, DSK Bank, UniCredit Bulbank, UBB AD.
7. CORPORATE SOCIAL RESPONSIBILITY
The Company follows a consistent policy of Social Corporate Responsibility. Agria Group Holding AD is a public
company and its social responsibility finds expression in all aspects of its corporate activities. The management
of Agria Group Holding prioritizes environmental protection and people’s health in its corporate policy through
its products, services and working conditions. The company’s social engagements in its capacity of employer
toward workers and employees find expression in providing safe and healthy working conditions as well as
following an environmental protection policy. Agria’s senior management encourages following business
standards and practices for public social responsibility regarding the environmental and employee policies.
The company assess regularly the impact of its activities on the environment and observe strictly the
requirements and regulations for environmental protection, health and safety of the employees and the society
in production of grains in the following aspects.
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Agricultural production is highly dependent on climate change, and at the same time is an important factor,
influencing natural and climate conditions. The company has taken the necessary measures and activities to
adapt grain production to the changing environment and to have a positive impact on climate change and to
promote the sustainable development of agricultural holdings in the holding group. An essential priority of
corporate management is environment protection. The company combines social, economic and environmental
approaches on the way to achieving sustainable agricultural practices and to the practice of reducing the carbon
footprint in grain production.
Environmental protection
The company develops practices in connection with soil nutrition and production of grains appropriate for
particular soil type and adapted to the specifications of the soil.
Compliance with the following principles and rules is endorsed when using pesticides.
• Use of pesticides’ alternatives; use of selective pesticides, keeping biodiversity and fighting particular
wreckers in particular timeframes taking in account the biology life and development; harvest of
alternative crops resistant to wreckers; crop rotations; mechanic weed control.
• Staff education for using pesticides, observing the quantities recommended by the producers. Pesticides
declared by World Health Organization as dangerous are not used.
• Storage in original packages in cool and dry places with active ventilation, which can be isolated and
marked with appropriate signs. Mixing and moving pesticide can only be performed by educated staff in
places with good lightening and ventilation wearing protective clothing/apparel. The access to the
premises where the pesticides are stores is strongly restricted.
Assessment of the necessity of crop nutrition is made, balancing utilization of food substances, rotating crop
sowing, plowing organic waste in the soil; providing buffer zones around the water sources in order to diminish
the loss of food substances.
In order to prevent loss of genetic resources and in view of providing biodiversity are used plant waste of
previous crops for nutritious soil preparation; observation of keeping the eco systems; certified seeds are used.
Investments are being made in innovative agricultural machinery, equipped with smart farming software to
reduce the use of pesticides and fertilizers.
Agricultural equipment for harvesting of cereals is provided with devices for uniform dispersion of the crop
residues which are plowed into the soil and thus recovering part of the nutrients in the soil horizon.
Burning of vegetable waste is not performed, the use of nitrates is reduced.
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Agricultural production is highly dependent on climate change, and at the same time is an important factor,
influencing natural and climate conditions. The company has taken the necessary measures and activities to
adapt grain production to the changing environment and to have a positive impact on climate change and to
promote the sustainable development of agricultural holdings in the holding group. An essential priority of
corporate management is environment protection. The company combines social, economic and environmental
approaches on the way to achieving sustainable agricultural practices and to the practice of reducing the carbon
footprint in grain production.
Environmental protection
The company develops practices in connection with soil nutrition and production of grains appropriate for
particular soil type and adapted to the specifications of the soil.
Compliance with the following principles and rules is endorsed when using pesticides.
• Use of pesticides’ alternatives; use of selective pesticides, keeping biodiversity and fighting particular
wreckers in particular timeframes taking in account the biology life and development; harvest of
alternative crops resistant to wreckers; crop rotations; mechanic weed control.
• Staff education for using pesticides, observing the quantities recommended by the producers. Pesticides
declared by World Health Organization as dangerous are not used.
• Storage in original packages in cool and dry places with active ventilation, which can be isolated and
marked with appropriate signs. Mixing and moving pesticide can only be performed by educated staff in
places with good lightening and ventilation wearing protective clothing/apparel. The access to the
premises where the pesticides are stores is strongly restricted.
Assessment of the necessity of crop nutrition is made, balancing utilization of food substances, rotating crop
sowing, plowing organic waste in the soil; providing buffer zones around the water sources in order to diminish
the loss of food substances.
In order to prevent loss of genetic resources and in view of providing biodiversity are used plant waste of
previous crops for nutritious soil preparation; observation of keeping the eco systems; certified seeds are used.
Investments are being made in innovative agricultural machinery, equipped with smart farming software to
reduce the use of pesticides and fertilizers.
Agricultural equipment for harvesting of cereals is provided with devices for uniform dispersion of the crop
residues which are plowed into the soil and thus recovering part of the nutrients in the soil horizon.
Burning of vegetable waste is not performed, the use of nitrates is reduced.
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Health and safety of the staff
The company follows a consistent policy in order to minimize the risks of:
• Physical danger – by qualified and experienced staff for the use of machinery and motor vehicles.
• Work in closed spaces – silos, water basins, etc. The access to them is strongly restricted and it is
allowed under the supervision of educated staff.
• Chemical danger in case of contact with pesticides – a training is conducted for work with pesticides;
following the hygiene and safety practices.
• Fire and explosions risks – precautions are taken about minimizing the risk of fire in the warehouses
for grain storage by using modern and quality production capacity and qualified and experienced staff.
• Risk of spread of viruses and infections – the corporate management take precautions and solutions to
safeguard the health of the employees and to prevent and limit the spread of viruses and infections.
8. REQUIREMENTS OF THE ACCOUNTANCY ACT FOR DRAWING UP AND PUBLISHING NON-
FINANCIAL DECLARATION
Requirements of the Accountancy Act for drawing up and publishing non-financial declaration and
consolidated non-financial declaration by large enterprises which are public-interest entities in which the
average number of employees exceeds 500 for the reporting period.
According to the provisions of the Accountancy Act, when enterprises and parent companies of enterprise
groups meet certain requirements and criteria, they should draw up and present a non-financial declaration as
part of the annual report for the financial year. In particular, the requirements of the law in relation to non-
financial declaration are as follows:
“ Art. 41. Large enterprises which are public interest enterprises and which, at 31 December of the reporting
period, exceed the criterion of the average number of employees during the financial year of 500 people,
shall include a non-financial declaration under Article 48 in their report on the operations. ”
The Accountancy Act defines criteria for categorization of the enterprises (art. 19) and group of enterprises (art.
21). In addition, according to provision § 4 of the additional provisions of the act, “ Public interest enterprises for
the purposes of this Act shall be treated as large enterprises, with the exception of the applicable accounting
basis, regardless of the book value of the assets, the net sales revenue and the average number of employees. ”
Agria Group Holding AD is a public company which transferable securities – shares are admitted to trading and
are traded on a regulated security market. In this capacity, according to the text of § 1 , item 22 of the Additional
provisions of the Accountancy Act (the act), for the purpose of the applicable basis of the act, the company is
deemed an enterprise of public interest (Public Interest Enterprise).
FOR 2023 AGRIA GROUP HOLDING JSC
59
Health and safety of the staff
The company follows a consistent policy in order to minimize the risks of:
• Physical danger – by qualified and experienced staff for the use of machinery and motor vehicles.
• Work in closed spaces – silos, water basins, etc. The access to them is strongly restricted and it is
allowed under the supervision of educated staff.
• Chemical danger in case of contact with pesticides – a training is conducted for work with pesticides;
following the hygiene and safety practices.
• Fire and explosions risks – precautions are taken about minimizing the risk of fire in the warehouses
for grain storage by using modern and quality production capacity and qualified and experienced staff.
• Risk of spread of viruses and infections – the corporate management take precautions and solutions to
safeguard the health of the employees and to prevent and limit the spread of viruses and infections.
8. REQUIREMENTS OF THE ACCOUNTANCY ACT FOR DRAWING UP AND PUBLISHING NON-
FINANCIAL DECLARATION
Requirements of the Accountancy Act for drawing up and publishing non-financial declaration and
consolidated non-financial declaration by large enterprises which are public-interest entities in which the
average number of employees exceeds 500 for the reporting period.
According to the provisions of the Accountancy Act, when enterprises and parent companies of enterprise
groups meet certain requirements and criteria, they should draw up and present a non-financial declaration as
part of the annual report for the financial year. In particular, the requirements of the law in relation to non-
financial declaration are as follows:
“ Art. 41. Large enterprises which are public interest enterprises and which, at 31 December of the reporting
period, exceed the criterion of the average number of employees during the financial year of 500 people,
shall include a non-financial declaration under Article 48 in their report on the operations. ”
The Accountancy Act defines criteria for categorization of the enterprises (art. 19) and group of enterprises (art.
21). In addition, according to provision § 4 of the additional provisions of the act, “ Public interest enterprises for
the purposes of this Act shall be treated as large enterprises, with the exception of the applicable accounting
basis, regardless of the book value of the assets, the net sales revenue and the average number of employees. ”
Agria Group Holding AD is a public company which transferable securities – shares are admitted to trading and
are traded on a regulated security market. In this capacity, according to the text of § 1 , item 22 of the Additional
provisions of the Accountancy Act (the act), for the purpose of the applicable basis of the act, the company is
deemed an enterprise of public interest (Public Interest Enterprise).
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
60
In 2023, on a non-consolidated basis, the company has the following indicators:
- Book value of the assets: BGN 194,769,000;
- Net sales revenue: BGN 561,000, and
- Average number of employees (for the reporting year): 8 people.
Although the company does not cover the requirements based on quantitative criteria according to the
Accountancy Act, for the purpose of application scope of the law and in relation to the requirements for annual
closure of accounts for 2023, Agria Group Holding should be considered a large enterprise .
In 2023, on a consolidated basis, the group has the following preliminary indicators:
- Book value of the assets: BGN 508,773,000;
- Net sales revenue: BGN 725,813,000, and
- Average number of employees (for the reporting year): 657 people.
For the purposes of the application scope of the Act and in relation to the requirements of annual reporting for
2023, at a group level Agria Group Holding should be deemed a large group .
Applicability of the requirements of the Accountancy Act for preparing and publishing non-financial
declaration and consolidated non-financial declaration by Agria Group Holding AD as part of the annual
reporting for 2023 on a non-consolidated and consolidated basis.
The requirements, which the Accounting Act prescribes in order to assess whether the requirement for
preparation and publishing a non-financial declaration is applicable, are cumulative, namely:
• The enterprise/Parent company in a large group/ to be a Public Interest Enterprise and to be a large
enterprise/accordingly large group;
• As at 31 December (of the corresponding year for which is assessed the presence or absence of a legal
obligation) to exceed on an individual, respectively on a consolidated basis, the criteria for average
number of employees 500 people.
In 2023 on a non-consolidated basis, the company has a number of employees
– 8 people, on a consolidated basis – 657 people.
Therefore, there is no legal cumulative requirement, respectively as long as the requirements of the law are not
covered at an individual level (Art. 41), Agria Group Holding AD is not obliged to prepare and publish as part of
the individual activity report for 2023, a non-financial declaration.
There is a legal cumulative requirement, respectively as long as the requirements of the law are covered at a
consolidated level (Art. 41, Art. 51), Agria Group Holding AD is obliged to prepare and publish as part of the
consolidated activity report for 2023, a non-financial declaration.
FOR 2023 AGRIA GROUP HOLDING JSC
60
In 2023, on a non-consolidated basis, the company has the following indicators:
- Book value of the assets: BGN 194,769,000;
- Net sales revenue: BGN 561,000, and
- Average number of employees (for the reporting year): 8 people.
Although the company does not cover the requirements based on quantitative criteria according to the
Accountancy Act, for the purpose of application scope of the law and in relation to the requirements for annual
closure of accounts for 2023, Agria Group Holding should be considered a large enterprise .
In 2023, on a consolidated basis, the group has the following preliminary indicators:
- Book value of the assets: BGN 508,773,000;
- Net sales revenue: BGN 725,813,000, and
- Average number of employees (for the reporting year): 657 people.
For the purposes of the application scope of the Act and in relation to the requirements of annual reporting for
2023, at a group level Agria Group Holding should be deemed a large group .
Applicability of the requirements of the Accountancy Act for preparing and publishing non-financial
declaration and consolidated non-financial declaration by Agria Group Holding AD as part of the annual
reporting for 2023 on a non-consolidated and consolidated basis.
The requirements, which the Accounting Act prescribes in order to assess whether the requirement for
preparation and publishing a non-financial declaration is applicable, are cumulative, namely:
• The enterprise/Parent company in a large group/ to be a Public Interest Enterprise and to be a large
enterprise/accordingly large group;
• As at 31 December (of the corresponding year for which is assessed the presence or absence of a legal
obligation) to exceed on an individual, respectively on a consolidated basis, the criteria for average
number of employees 500 people.
In 2023 on a non-consolidated basis, the company has a number of employees
– 8 people, on a consolidated basis – 657 people.
Therefore, there is no legal cumulative requirement, respectively as long as the requirements of the law are not
covered at an individual level (Art. 41), Agria Group Holding AD is not obliged to prepare and publish as part of
the individual activity report for 2023, a non-financial declaration.
There is a legal cumulative requirement, respectively as long as the requirements of the law are covered at a
consolidated level (Art. 41, Art. 51), Agria Group Holding AD is obliged to prepare and publish as part of the
consolidated activity report for 2023, a non-financial declaration.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
61
9. IMPORTANT EVENTS FOR AGRIA GROUP HOLDING AD THAT TOOK PLACE IN THE 2023
FINANCIAL YEAR
DATE EVENT
31.12.2023 1. Agria Group Holding AD has generated non-consolidated income for 2023 in the
amount of BGN 16 796 thousand.
2. The company generated revenues on a non-consolidated basis for 2023 amounting
to BGN 8,839 thousand.
3. The company’s equity on non -consolidated basis as at 31.12.2023 is BGN 100,489
thousand.
22.12.2023 A loan agreement is signed for a loan granting for financing the investment in
construction of a new Production plant for oilseed crops processing and production of
crude sunflower oil, along with storage silos and oil storage tanks between Agria Group
Holding AD’s subsidiary Kristera AD and the European Investment Bank.
The new processing plant for crude sunflower oil will be built in the town of Popovo in
Northern Bulgaria. It will use waste-free, green technology, generating climate benefits
by producing renewable energy based on discarded sunflower seed hulls. The project
is expected to become operational in the second half of 2027. It also includes the
purchase of railcars to transport the product to Bulgaria’s Black Sea port of Varna, thus
cutting greenhouse gas emissions from road freight transport.
The project has great regional and economic importance, as it will create a significant
number of new jobs, improve and optimise the logistics of raw materials by replacing
them with manufactured end products, and lead to substantial economies of scale from
a financial and operational management point of view. Waste-free and powered by
green technology, the facility will help protect the environment. The loan agreement
affirms the EIB’s commitment to supporting food security and sustainable regional
development.
20.12.2023 Agria Group Holding AD has reported dividend income from Agria Group Holding AD's
subsidiary Agro Oil Konsult OOD in the total amount of BGN 80 000.
14.12.2023 By a resolution of 14.12.2023 the Commission for protection of competition has
adopted the following decisions:
1. APPROVES concentration between undertakings to be implented by
acquisition by „Agria Group Holding“ AD (UIC 148135254) of sole control over
„Komers“ EOOD (UIC 125044589).
2. Gives effect to immediate implementation of the decision under item 1.
29.11.2023 The company presented a quarterly consolidated report for the third quarter of 2023
to the FSC, BSE-Sofia AD and the public.
26.10.2023 The company presented a quarterly non-consolidated report for the third quarter of
2023 to the FSC, BSE-Sofia AD and the public.
09.10.2023 As a result of researches made and preliminary negotiations between "Agria Group
Holding" AD and the owner of the capital of the company "Komers" EOOD with UIC
125044589, "Agria Group Holding" AD has made an indicative offer to acquire the
ownership of 100% of the shares of the capital of “Komers” EOOD, which has been
confirmed by the owner of the shares. "Komers" EOOD is a company developing
agribusiness activity through the production of grains (grain and oilseed crops) and
trades directly with end consumers (grain traders), representing potential buyers of
grain crops. The production and trade of grain and oilseed crops are within the scope
of the activities of "Agria Group Holding" AD, as part of the holding’s business model.
FOR 2023 AGRIA GROUP HOLDING JSC
61
9. IMPORTANT EVENTS FOR AGRIA GROUP HOLDING AD THAT TOOK PLACE IN THE 2023
FINANCIAL YEAR
DATE EVENT
31.12.2023 1. Agria Group Holding AD has generated non-consolidated income for 2023 in the
amount of BGN 16 796 thousand.
2. The company generated revenues on a non-consolidated basis for 2023 amounting
to BGN 8,839 thousand.
3. The company’s equity on non -consolidated basis as at 31.12.2023 is BGN 100,489
thousand.
22.12.2023 A loan agreement is signed for a loan granting for financing the investment in
construction of a new Production plant for oilseed crops processing and production of
crude sunflower oil, along with storage silos and oil storage tanks between Agria Group
Holding AD’s subsidiary Kristera AD and the European Investment Bank.
The new processing plant for crude sunflower oil will be built in the town of Popovo in
Northern Bulgaria. It will use waste-free, green technology, generating climate benefits
by producing renewable energy based on discarded sunflower seed hulls. The project
is expected to become operational in the second half of 2027. It also includes the
purchase of railcars to transport the product to Bulgaria’s Black Sea port of Varna, thus
cutting greenhouse gas emissions from road freight transport.
The project has great regional and economic importance, as it will create a significant
number of new jobs, improve and optimise the logistics of raw materials by replacing
them with manufactured end products, and lead to substantial economies of scale from
a financial and operational management point of view. Waste-free and powered by
green technology, the facility will help protect the environment. The loan agreement
affirms the EIB’s commitment to supporting food security and sustainable regional
development.
20.12.2023 Agria Group Holding AD has reported dividend income from Agria Group Holding AD's
subsidiary Agro Oil Konsult OOD in the total amount of BGN 80 000.
14.12.2023 By a resolution of 14.12.2023 the Commission for protection of competition has
adopted the following decisions:
1. APPROVES concentration between undertakings to be implented by
acquisition by „Agria Group Holding“ AD (UIC 148135254) of sole control over
„Komers“ EOOD (UIC 125044589).
2. Gives effect to immediate implementation of the decision under item 1.
29.11.2023 The company presented a quarterly consolidated report for the third quarter of 2023
to the FSC, BSE-Sofia AD and the public.
26.10.2023 The company presented a quarterly non-consolidated report for the third quarter of
2023 to the FSC, BSE-Sofia AD and the public.
09.10.2023 As a result of researches made and preliminary negotiations between "Agria Group
Holding" AD and the owner of the capital of the company "Komers" EOOD with UIC
125044589, "Agria Group Holding" AD has made an indicative offer to acquire the
ownership of 100% of the shares of the capital of “Komers” EOOD, which has been
confirmed by the owner of the shares. "Komers" EOOD is a company developing
agribusiness activity through the production of grains (grain and oilseed crops) and
trades directly with end consumers (grain traders), representing potential buyers of
grain crops. The production and trade of grain and oilseed crops are within the scope
of the activities of "Agria Group Holding" AD, as part of the holding’s business model.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
62
An investment in the acquisition of shares from the capital of "Komers" EOOD provides
a potential for strengthening the market presence of "Agria Group Holding" AD within
the main areas of the holding's activities, namely: the company's commercial and
export activities, by securing grain crops as a raw material for domestic and foreign
trade. The expansion of the grain trading bussiness is also beneficial for the supply of
the main raw material for the processing part of the holding's activity (processing of
oilseeds and other grain crops) for the production of crude and refined sunflower oil
and ethanol. The expected positive effects of acquiring the shares of “Komers” EOOD’s
capital are in direction of increasing the holding's market presence in grain trade and
grain processing, which would lead to a long-term security and sustainability of the
company's business model, to better balance of cash flows and added value on a group
level.
After the successful completion of negotiations, after receiving a resolution from the
Commission for Protection of Competition, which allows the sale of shares from the
seller to the buyer and after a future authorizing decision from the corporate
management of "Agria Group Holding" AD, а possible transaction for acquisition of
ownership of 100% of the capital shares of “Komers” EOOD is to be concluded. On
13.10.2023, a notification was submitted to the Commission for Protection of
Competition to approve a concentration regarding the acquisition of shares of the
capital of “Komers” EOOD.
05.10.2023 In the Commercial Register and Register of Non-Profit Legal Entities at the Registry
Agency, the conversion of the single-member joint-stock company "ALMAGEST" EAD
with IUC 175340142 (converting company) has entered by change of the legal form in
accordance with Article 264 and the following Articles from The Commercial Law, as it
has become a commercial company of a different type - from a single-member joint-
stock company to a single-member limited liability company (newly established
company) "ALMAGEST" EOOD with UIC 207546986, which became the legal successor
of the transforming company, which was terminated without liquidation. With the
registration of the change of legal form, the rights and obligations of the converting
company have passed entirely to the newly established company.
01.10.2023 -
31.12.2023
Pursuant to the Investment Program of the companies in the holding group, during the
fourth quarter of 2023, the subsidiaries of Agria Group Holding AD continued the
process of expanding their own agricultural land through purchase agreements. The
lands purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
28.09.2023 г. Agria Group Holding AD has presented to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Paragraph 6, Article 19 of Regulation (EU) №596/2014 of the European Parliament and
of the Council dated 16th April 2014.
28.09.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Art. 148b of POSA, presented to the company with a notice in accordance with Art.145
of POSA regarding circumstances related to disclosure of shareholding.
FOR 2023 AGRIA GROUP HOLDING JSC
62
An investment in the acquisition of shares from the capital of "Komers" EOOD provides
a potential for strengthening the market presence of "Agria Group Holding" AD within
the main areas of the holding's activities, namely: the company's commercial and
export activities, by securing grain crops as a raw material for domestic and foreign
trade. The expansion of the grain trading bussiness is also beneficial for the supply of
the main raw material for the processing part of the holding's activity (processing of
oilseeds and other grain crops) for the production of crude and refined sunflower oil
and ethanol. The expected positive effects of acquiring the shares of “Komers” EOOD’s
capital are in direction of increasing the holding's market presence in grain trade and
grain processing, which would lead to a long-term security and sustainability of the
company's business model, to better balance of cash flows and added value on a group
level.
After the successful completion of negotiations, after receiving a resolution from the
Commission for Protection of Competition, which allows the sale of shares from the
seller to the buyer and after a future authorizing decision from the corporate
management of "Agria Group Holding" AD, а possible transaction for acquisition of
ownership of 100% of the capital shares of “Komers” EOOD is to be concluded. On
13.10.2023, a notification was submitted to the Commission for Protection of
Competition to approve a concentration regarding the acquisition of shares of the
capital of “Komers” EOOD.
05.10.2023 In the Commercial Register and Register of Non-Profit Legal Entities at the Registry
Agency, the conversion of the single-member joint-stock company "ALMAGEST" EAD
with IUC 175340142 (converting company) has entered by change of the legal form in
accordance with Article 264 and the following Articles from The Commercial Law, as it
has become a commercial company of a different type - from a single-member joint-
stock company to a single-member limited liability company (newly established
company) "ALMAGEST" EOOD with UIC 207546986, which became the legal successor
of the transforming company, which was terminated without liquidation. With the
registration of the change of legal form, the rights and obligations of the converting
company have passed entirely to the newly established company.
01.10.2023 -
31.12.2023
Pursuant to the Investment Program of the companies in the holding group, during the
fourth quarter of 2023, the subsidiaries of Agria Group Holding AD continued the
process of expanding their own agricultural land through purchase agreements. The
lands purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
28.09.2023 г. Agria Group Holding AD has presented to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Paragraph 6, Article 19 of Regulation (EU) №596/2014 of the European Parliament and
of the Council dated 16th April 2014.
28.09.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Art. 148b of POSA, presented to the company with a notice in accordance with Art.145
of POSA regarding circumstances related to disclosure of shareholding.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
63
28.08.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Art. 148b of POSA, presented to the company with a notice in accordance with Art.145
of POSA regarding circumstances related to disclosure of shareholding.
17.08.2023 г. The company presented a half-yearly consolidated report for the first half of 2023 to
the FSC, BSE-Sofia AD and the public.
24.07.2023 г. The company presented a half-yearly non-consolidated report for the first half of 2023
to the FSC, BSE-Sofia AD and the public.
13.07.2023 г. On 13th July 2023 a Construction Permit was issued to Agria Group Holding AD’s
subsidiary Kristera AD, for building of the first stage (Oil plant) of the Production plant
for processing and storage of oilseed crops and crude oil, within the area of the
warehouse facility of Kristera AD in Popovo. The Contruction Permit came into effect
on 1st August 2023.
11.07.2023 г. On 11th July 2023, Agria Group Holding AD declared dividend income from Agria Group
Holding AD's subsidiaries Aris Agro EOOD, Kehlibar EOOD, Diasvet EOOD and BD Farm
EOOD in the total amount of BGN 7 007 658.11.
01.07.2023 г. -
30.09.2023 г.
Pursuant to the Investment Program of the companies in the holding group, during the
third quarter of 2023, the subsidiaries of Agria Group Holding AD continued the process
of expanding their own agricultural land through purchase agreements. The lands
purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
28.06.2023 “Agria Group Holding” AD has disclosed a dividend notice containing the terms and
conditions for payment of dividend as follows: The General Meeting of Shareholders of
Agria Group holding AD, held on 26 June 2023, adopts a resolution to distribute part of
the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a
cash dividend to the shareholders, as the total amount of the dividend amounts to BGN
6 800 000.00. The persons entitled to receive dividend should be entered in the
registers of the Central Depository as holders of dividend rights as of the 14th day
following the General Meeting – namely 10 July 2023. Gross amount of dividend per
share - BGN 1. Net dividend per share for individual shareholders after deduction of 5%
tax - BGN 0.95. Selected commercial bank for dividend payment - UniCredit Bulbank
AD. Start date for dividend payment - 21 August 2023. End date for dividend payment
- 29 December 2023. The dividend will be paid as follows: for shareholders with
customer accounts with investment intermediaries - through the respective
investment intermediary; for shareholders without accounts with investment
intermediaries - through the branches of UniCredit Bulbank AD in the country until 29
December 2023.
28.06.2023 The Company has presented the minutes of the Ordinary General Meeting of
Shareholders of Agria Group Holding AD Varna held on 26 June 2023 to the FSC, BSE-
Sofia and the public.
FOR 2023 AGRIA GROUP HOLDING JSC
63
28.08.2023 г. Agria Group Holding AD has presentd to the Financial Supervision Commission (FSC),
the Bulgarian Stock Exchange AD (BSE) and the public information in accordance with
Art. 148b of POSA, presented to the company with a notice in accordance with Art.145
of POSA regarding circumstances related to disclosure of shareholding.
17.08.2023 г. The company presented a half-yearly consolidated report for the first half of 2023 to
the FSC, BSE-Sofia AD and the public.
24.07.2023 г. The company presented a half-yearly non-consolidated report for the first half of 2023
to the FSC, BSE-Sofia AD and the public.
13.07.2023 г. On 13th July 2023 a Construction Permit was issued to Agria Group Holding AD’s
subsidiary Kristera AD, for building of the first stage (Oil plant) of the Production plant
for processing and storage of oilseed crops and crude oil, within the area of the
warehouse facility of Kristera AD in Popovo. The Contruction Permit came into effect
on 1st August 2023.
11.07.2023 г. On 11th July 2023, Agria Group Holding AD declared dividend income from Agria Group
Holding AD's subsidiaries Aris Agro EOOD, Kehlibar EOOD, Diasvet EOOD and BD Farm
EOOD in the total amount of BGN 7 007 658.11.
01.07.2023 г. -
30.09.2023 г.
Pursuant to the Investment Program of the companies in the holding group, during the
third quarter of 2023, the subsidiaries of Agria Group Holding AD continued the process
of expanding their own agricultural land through purchase agreements. The lands
purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
28.06.2023 “Agria Group Holding” AD has disclosed a dividend notice containing the terms and
conditions for payment of dividend as follows: The General Meeting of Shareholders of
Agria Group holding AD, held on 26 June 2023, adopts a resolution to distribute part of
the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a
cash dividend to the shareholders, as the total amount of the dividend amounts to BGN
6 800 000.00. The persons entitled to receive dividend should be entered in the
registers of the Central Depository as holders of dividend rights as of the 14th day
following the General Meeting – namely 10 July 2023. Gross amount of dividend per
share - BGN 1. Net dividend per share for individual shareholders after deduction of 5%
tax - BGN 0.95. Selected commercial bank for dividend payment - UniCredit Bulbank
AD. Start date for dividend payment - 21 August 2023. End date for dividend payment
- 29 December 2023. The dividend will be paid as follows: for shareholders with
customer accounts with investment intermediaries - through the respective
investment intermediary; for shareholders without accounts with investment
intermediaries - through the branches of UniCredit Bulbank AD in the country until 29
December 2023.
28.06.2023 The Company has presented the minutes of the Ordinary General Meeting of
Shareholders of Agria Group Holding AD Varna held on 26 June 2023 to the FSC, BSE-
Sofia and the public.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
64
26.06.2023 Ordinary General Meeting of shareholders of Agria Group Holding AD, Varna was held
and the following resolutions were passed: 1. The General Meeting approves the
audited annual financial statement of the Company for 2022, prepared in accordance
with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision
Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public; 2. The General
Meeting approves the Audited annual consolidated activity report of the Company for
2021, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted
to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and
the public; 3. The General Meeting of Shareholders adopts a resolution to distribute
the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a
cash dividend to the shareholders, as the total amount of the dividend amounts to BGN
6 800 000.00. The persons entitled to receive dividend should be entered in the
registers of the Central Depository as holders of dividend rights as of the 14th day
following the General Meeting at which the Annual Financial Statements and the
resolution on the distribution of profits are adopted. The General Meeting of
Shareholders authorizes the Board of Directors of the Company to take all necessary
factual and legal actions regarding the dividend pay-off, including selection of servicing
bank, the initial and final date for the payment of the dividend; 4. The General Meeting
discharges from liability the members of the Board of Directors of the Company with
regard to their activity in 2022; 5. The General Meeting approves the report of the
Investor Relations Director of the Company for 2022; 6. The General Meeting approves
the report on the activity of the Auditing Committee of the Company for 2022; 7. The
General Meeting passes a resolution for election of the Audit Committee of Agria
Group Holding AD in the following composition: Simeon Parvanov Milev, Svetla
Valentinova Gancheva and Milena Ivanova Gigova; 8. The General Meeting determines
a mandate of 1 year for the Audit Committee of Agria Group Holding AD and
remuneration of its members as follows: monthly remuneration for The Chairman of
the Audit Committee amounting to BGN 1300 and monthly remuneration for all the
members of Audit committee amounting to BGN 500; 9. The General Meeting passes a
resolution for election of a registered auditor of the Company for 2023 in accordance
with the proposal presented by the Auditing Committee; 10.The General Meeting
approves the report on the implementation of the Policy for remuneration of the
members of the Board of Directors of Agria Group Holding AD for 2022; 11. The General
Meeting of Shareholders passes a resolution for buy- back of Company’s own shares
under the following conditions:
– Number of shares subject to buy-back – up to 3% of the total voting shares,
issued by the company or up to 204 000 shares.
– Minimum buy-back price – BGN 28.00
– Maximum buy-back price – BGN 30.00
– Initial date of buy-back – 30th June 2023
– Final date of buy-back – not later than 30th June 2024
– Payment term of buy-back shares – according to the legislation in force.
The General Meeting of Shareholders authorizes the Board of Directors to conduct
unlimited procedures for buy-back during the buy-back period; in the term of each
procedure, depending on the market conditions, to change under their discretion the
buy-back price within the price limits set by the General Meeting of shareholders; to
determine an investment broker who shall be assigned to proceed the buy-back order;
FOR 2023 AGRIA GROUP HOLDING JSC
64
26.06.2023 Ordinary General Meeting of shareholders of Agria Group Holding AD, Varna was held
and the following resolutions were passed: 1. The General Meeting approves the
audited annual financial statement of the Company for 2022, prepared in accordance
with Delegated Regulation (EU) 2019/815 and submitted to the Financial Supervision
Commission (FSC), Bulgarian Stock Exchange AD (BSE) and the public; 2. The General
Meeting approves the Audited annual consolidated activity report of the Company for
2021, prepared in accordance with Delegated Regulation (EU) 2019/815 and submitted
to the Financial Supervision Commission (FSC), Bulgarian Stock Exchange AD (BSE) and
the public; 3. The General Meeting of Shareholders adopts a resolution to distribute
the Company's generated net profit for 2022 amounting to BGN 42 181 441.46 as a
cash dividend to the shareholders, as the total amount of the dividend amounts to BGN
6 800 000.00. The persons entitled to receive dividend should be entered in the
registers of the Central Depository as holders of dividend rights as of the 14th day
following the General Meeting at which the Annual Financial Statements and the
resolution on the distribution of profits are adopted. The General Meeting of
Shareholders authorizes the Board of Directors of the Company to take all necessary
factual and legal actions regarding the dividend pay-off, including selection of servicing
bank, the initial and final date for the payment of the dividend; 4. The General Meeting
discharges from liability the members of the Board of Directors of the Company with
regard to their activity in 2022; 5. The General Meeting approves the report of the
Investor Relations Director of the Company for 2022; 6. The General Meeting approves
the report on the activity of the Auditing Committee of the Company for 2022; 7. The
General Meeting passes a resolution for election of the Audit Committee of Agria
Group Holding AD in the following composition: Simeon Parvanov Milev, Svetla
Valentinova Gancheva and Milena Ivanova Gigova; 8. The General Meeting determines
a mandate of 1 year for the Audit Committee of Agria Group Holding AD and
remuneration of its members as follows: monthly remuneration for The Chairman of
the Audit Committee amounting to BGN 1300 and monthly remuneration for all the
members of Audit committee amounting to BGN 500; 9. The General Meeting passes a
resolution for election of a registered auditor of the Company for 2023 in accordance
with the proposal presented by the Auditing Committee; 10.The General Meeting
approves the report on the implementation of the Policy for remuneration of the
members of the Board of Directors of Agria Group Holding AD for 2022; 11. The General
Meeting of Shareholders passes a resolution for buy- back of Company’s own shares
under the following conditions:
– Number of shares subject to buy-back – up to 3% of the total voting shares,
issued by the company or up to 204 000 shares.
– Minimum buy-back price – BGN 28.00
– Maximum buy-back price – BGN 30.00
– Initial date of buy-back – 30th June 2023
– Final date of buy-back – not later than 30th June 2024
– Payment term of buy-back shares – according to the legislation in force.
The General Meeting of Shareholders authorizes the Board of Directors to conduct
unlimited procedures for buy-back during the buy-back period; in the term of each
procedure, depending on the market conditions, to change under their discretion the
buy-back price within the price limits set by the General Meeting of shareholders; to
determine an investment broker who shall be assigned to proceed the buy-back order;
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
65
to determine all remaining parameters of the buy-back and take all necessary factual
and legal actions pursuant to the resolution of the General Meeting.
Buy-back goal – increase in the liquidity of the Company’s shares; 12. The General
Meeting of Shareholders passes a resolution to determine the amount of fixed monthly
remuneration of the members of the Board of Directors and the Executive Director as
it follows: fixed monthly remuneration of the members of the Board of Directors at the
amount of BGN 7 000; fixed monthly remuneration of the Executive Director at the
amount of BGN 20 000; 13. The General Meeting of Shareholders passes a resolution
on amendments to the Remuneration Policy for the Members of the Board of Directors
of Agria Group Holding AD; 14. The General Meeting of Shareholders determines an
additional remuneration for 2022 for the members of the Board of Directors in the total
amount of up to BGN 1 000 000.00, distributed among the members of the Board of
Directors, in accordance with the adopted Remuneration Policy for the members of the
Board of Directors of Agria Group Holding AD, together with any adopted amendments
thereto, as follows: an additional remuneration for the Chairman of the Board of
Directors and CEO Emil Veselinov Raykov, amounting to a maximum amount of BGN
600 000. Additional remuneration to the member of the Board of Directors Stanimir
Rusev Buzhev, amounting to a maximum amount of BGN 200 000.00; Additional
remuneration to the member of the Board of Directors Anna Dimitrova Belchinska,
amounting to a maximum amount of BGN 200 000.00.
12.06.2023 The Company determined the circle of members with voting rights in The Ordinary
General Meeting of Shareholders, scheduled for 26 June 2023 based on a list / book of
shareholders of the Company, presented by the Central Depository.
23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders
of Agria Group Holding AD on 26 June 2023 to the FSC, BSE-Sofia AD and the public.
23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders
of Agria Group Holding AD on 26 June 2023 and the General Meeting materials to the
FSC, BSE-Sofia AD and the public.
22.05.2023 The company presented a quarterly consolidated report on the first quarter of 2023 to
the FSC, BSE-Sofia AD and the public.
02.05.2023 The Company presented an annual consolidated report for 2022 prepared in
accordance with Delegated Regulation (EU) 2019/815 of the Financial Supervision
Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public.
24.04.2023 The company presented a quarterly non-consolidated report for the first quarter of
2023 to the FSC, BSE-Sofia AD and the public.
11.04.2023 The Company presented an annual non-consolidated activity report for 2022 prepared
in accordance in ESEF form prepared in accordance with Delegated Regulation (EU)
2019/815 to the Bulgarian Stock Exchange AD (BSE) and the public.
27.03.2023 The Company presented an annual non-consolidated report for 2022 in format ESEF to
the FSC, BSE-Sofia AD and the public.
27.02.2023 The company presented quarterly consolidated report for the fourth quarter of 2022
to the FSC, BSE-Sofia AD and the public.
08.02.2023 On 8th of February 2023 Agria Group Holding AD concluded final sale-purchase
contract of 441,866 ordinary registered dematerialised shares with voting rights from
Almagest AD trading company capital, entered in the Commercial Register and in the
Register of Legal Entities at the Registry Agency with UIC 175340142, with a nominal
value of 80 each, representing 100% of the capital of Almagest AD. On that date, the
FOR 2023 AGRIA GROUP HOLDING JSC
65
to determine all remaining parameters of the buy-back and take all necessary factual
and legal actions pursuant to the resolution of the General Meeting.
Buy-back goal – increase in the liquidity of the Company’s shares; 12. The General
Meeting of Shareholders passes a resolution to determine the amount of fixed monthly
remuneration of the members of the Board of Directors and the Executive Director as
it follows: fixed monthly remuneration of the members of the Board of Directors at the
amount of BGN 7 000; fixed monthly remuneration of the Executive Director at the
amount of BGN 20 000; 13. The General Meeting of Shareholders passes a resolution
on amendments to the Remuneration Policy for the Members of the Board of Directors
of Agria Group Holding AD; 14. The General Meeting of Shareholders determines an
additional remuneration for 2022 for the members of the Board of Directors in the total
amount of up to BGN 1 000 000.00, distributed among the members of the Board of
Directors, in accordance with the adopted Remuneration Policy for the members of the
Board of Directors of Agria Group Holding AD, together with any adopted amendments
thereto, as follows: an additional remuneration for the Chairman of the Board of
Directors and CEO Emil Veselinov Raykov, amounting to a maximum amount of BGN
600 000. Additional remuneration to the member of the Board of Directors Stanimir
Rusev Buzhev, amounting to a maximum amount of BGN 200 000.00; Additional
remuneration to the member of the Board of Directors Anna Dimitrova Belchinska,
amounting to a maximum amount of BGN 200 000.00.
12.06.2023 The Company determined the circle of members with voting rights in The Ordinary
General Meeting of Shareholders, scheduled for 26 June 2023 based on a list / book of
shareholders of the Company, presented by the Central Depository.
23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders
of Agria Group Holding AD on 26 June 2023 to the FSC, BSE-Sofia AD and the public.
23.05.2023 The company presented an invitation for the Ordinary General Meeting of shareholders
of Agria Group Holding AD on 26 June 2023 and the General Meeting materials to the
FSC, BSE-Sofia AD and the public.
22.05.2023 The company presented a quarterly consolidated report on the first quarter of 2023 to
the FSC, BSE-Sofia AD and the public.
02.05.2023 The Company presented an annual consolidated report for 2022 prepared in
accordance with Delegated Regulation (EU) 2019/815 of the Financial Supervision
Commission (FSC), the Bulgarian Stock Exchange AD (BSE) and the public.
24.04.2023 The company presented a quarterly non-consolidated report for the first quarter of
2023 to the FSC, BSE-Sofia AD and the public.
11.04.2023 The Company presented an annual non-consolidated activity report for 2022 prepared
in accordance in ESEF form prepared in accordance with Delegated Regulation (EU)
2019/815 to the Bulgarian Stock Exchange AD (BSE) and the public.
27.03.2023 The Company presented an annual non-consolidated report for 2022 in format ESEF to
the FSC, BSE-Sofia AD and the public.
27.02.2023 The company presented quarterly consolidated report for the fourth quarter of 2022
to the FSC, BSE-Sofia AD and the public.
08.02.2023 On 8th of February 2023 Agria Group Holding AD concluded final sale-purchase
contract of 441,866 ordinary registered dematerialised shares with voting rights from
Almagest AD trading company capital, entered in the Commercial Register and in the
Register of Legal Entities at the Registry Agency with UIC 175340142, with a nominal
value of 80 each, representing 100% of the capital of Almagest AD. On that date, the
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
66
Events occurring after the end of the financial 2023
On 23 February 2024 Agria Group Holding AD was entered In the Commercial Register and Register of Non-
Profit Legal Entities at the Registry Agency as a sole owner of the capital of Komers EOOD.
On 31th of January 2024 Agria Group Holding AD has concluded a contract for the acquisition in the procedure
provided for by the legislation (through a contract for the transfer of company shares with notarized signatures
shares were transferred from the sellers to the buyer by registering the transfer
transaction with the Central Depository AD, in accordance with the requirements of
the current legislation, and Agria Group Holding AD acquired the ownership of 100% of
the shares of the capital of Almagest AD. The shares have been transferred to the
buyer, Agria Group Holding AD, free of any third-party liabilities, encumbrances, rights
and claims, together with all rights arising from or related to them.
The transaction supports the implementation of part of the investment program of the
holding in the direction of strengthening Agria Group Holding's presence in the
renewable energy market, which is within the scope of the holding's business lines, in
accordance with the long-term development strategy. Combining the business
potential of Agria Group Holding AD and Almagest AD, would be representing a
sustainable foundation for future successful growth and diversification of the business
lines developed by the company.
There are no related and/or interested parties involved in the future transaction. The
transaction does not fall within the scope of Article 114(1) of the Securities Act, as this
type of transaction, in accordance with the scope of activity of Agria Group Holding AD,
in line with the provision of Article 114(10) of the Securities Act, is in the ordinary
commercial activity, representing the sum of actions and transactions performed by
the company within the scope of its business activity and in accordance with the
ordinary commercial practice.
25.01.2023 The company presented quarterly non-consolidated report for the fourth quarter of
2022 to the FSC, BSE-Sofia AD and the public.
12.01.2023 With resolution of 12.01.2023 the Commission for Protection of Competition adopted
the following decisions:
1. APPROVES the concentration between companies to be implemented by acquisition
by Agria Group Holding AD (UIC 148135254) of sole control over Almagest AD (UIC
175340142).
2. Immediate implementation of the decision under item 1.
01.01.2023 –
30.06.2023
For the period covering the first half of 2023, Agria Group Holding AD has reported
dividend income from its subsidiary Kehlibar EOOD in the amount of BGN 7 800 000.
01.01.2023 –
30.06.2023
Pursuant to the Investment Program of the companies in the holding group, during the
first half of 2023, the subsidiaries of Agria Group Holding AD continued the process of
expanding their own agricultural land through purchase agreements. The lands
purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
FOR 2023 AGRIA GROUP HOLDING JSC
66
Events occurring after the end of the financial 2023
On 23 February 2024 Agria Group Holding AD was entered In the Commercial Register and Register of Non-
Profit Legal Entities at the Registry Agency as a sole owner of the capital of Komers EOOD.
On 31th of January 2024 Agria Group Holding AD has concluded a contract for the acquisition in the procedure
provided for by the legislation (through a contract for the transfer of company shares with notarized signatures
shares were transferred from the sellers to the buyer by registering the transfer
transaction with the Central Depository AD, in accordance with the requirements of
the current legislation, and Agria Group Holding AD acquired the ownership of 100% of
the shares of the capital of Almagest AD. The shares have been transferred to the
buyer, Agria Group Holding AD, free of any third-party liabilities, encumbrances, rights
and claims, together with all rights arising from or related to them.
The transaction supports the implementation of part of the investment program of the
holding in the direction of strengthening Agria Group Holding's presence in the
renewable energy market, which is within the scope of the holding's business lines, in
accordance with the long-term development strategy. Combining the business
potential of Agria Group Holding AD and Almagest AD, would be representing a
sustainable foundation for future successful growth and diversification of the business
lines developed by the company.
There are no related and/or interested parties involved in the future transaction. The
transaction does not fall within the scope of Article 114(1) of the Securities Act, as this
type of transaction, in accordance with the scope of activity of Agria Group Holding AD,
in line with the provision of Article 114(10) of the Securities Act, is in the ordinary
commercial activity, representing the sum of actions and transactions performed by
the company within the scope of its business activity and in accordance with the
ordinary commercial practice.
25.01.2023 The company presented quarterly non-consolidated report for the fourth quarter of
2022 to the FSC, BSE-Sofia AD and the public.
12.01.2023 With resolution of 12.01.2023 the Commission for Protection of Competition adopted
the following decisions:
1. APPROVES the concentration between companies to be implemented by acquisition
by Agria Group Holding AD (UIC 148135254) of sole control over Almagest AD (UIC
175340142).
2. Immediate implementation of the decision under item 1.
01.01.2023 –
30.06.2023
For the period covering the first half of 2023, Agria Group Holding AD has reported
dividend income from its subsidiary Kehlibar EOOD in the amount of BGN 7 800 000.
01.01.2023 –
30.06.2023
Pursuant to the Investment Program of the companies in the holding group, during the
first half of 2023, the subsidiaries of Agria Group Holding AD continued the process of
expanding their own agricultural land through purchase agreements. The lands
purchased are located in the regions where the companies are already cultivating
agricultural lands. Due to the usual trading activity of the companies in the holding
group, specializing in agricultural production, the fulfilment of the Investment Program
of the holding for expanding its agricultural lands leads to consolidation of the total
agricultural lands cultivated by the companies in the Group.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
67
and content under Article 129 of the Commercial Law) of the ownership of 100% of the shares of the capital of
the trading company Komers EOOD, developing activity in the field of agribusiness, through the production of
and trade in grain and oilseed crops in the area of Northeast Bulgaria, coincident with the scope of territory in
which the holding companies develop their commercial activity.
The expected positive effects from the acquisition of Komers EOOD’s capital shares are directed in strengthening
the market presence of Agria Group Holding AD in regard with the main areas of the holding’s activity, namely:
trade and export, by securing of grains as raw material for the internal and foreign trade activity. The expansion
of the grains trade activity favors as well the supply of the main raw material for the processing line in the
holding’s activity (processing of oilseeds and other grain crops) for the production of crude and refined sunflower
seed oil and of ethanol. The transaction supports the implementation of part of the holding’s investment
program in the direction of increase of the own and leased agricultural land in the areas, where the holding’s
agribusiness subsidiaries cultivate agricultural lands, in line with the long-term development strategy.
Combining the business potential of Agria Group Holding AD and Komers EOOD, would represent a sustainable
foundation for future successful growth of the business lines developed by the company, would lead to a long-
term security and sustainability of the company business model, improving regularity of the cash flow and adding
value at a group level.
There are no related and/or interested parties involved in the transaction. The transaction does not fall within
the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of
activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the
ordinary commercial activity, representing the sum of actions and transactions performed by the company
within the scope of its business activity and in accordance with the ordinary commercial practice.
The ownership transfer of the capital shares of Komers EOOD is about to be entered in the Commercial register
at the Registry agency. The shares are transferred to Agria Group Holding AD free of any third-party liabilities,
encumbrances, rights and claims, together with all rights arising from or related to them.
On 22 January 2024 Agria Group Holding AD has reported dividend income from the subsidiaries Korn Trade
EOOD, Kehlibar EOOD, Bora Energy EOOD, Gruvar EOOD, BD Farm EOOD, Diasvet EOOD, Kristera Agro EOOD
and Korn Star OOD in the total amount of BGN 16 603 060.46.
10. INFORMATION ON LARGE TRANSACTIONS ENTERED INTO BETWEEN RELATED PARTIES IN
2023
During the past 2023 financial year Agria Group Holding AD entered into no large transactions with related
parties, with the exception of ordinary economic activity transactions.
11. INFORMATION UNDER ART. 187E AND ART. 247 OF THE COMMERCIAL ACT
The Company owns 50 000 (fifty thousand) of its own shares representing 0.74% of its capital.
No own shares were acquired during the past 2023.
FOR 2023 AGRIA GROUP HOLDING JSC
67
and content under Article 129 of the Commercial Law) of the ownership of 100% of the shares of the capital of
the trading company Komers EOOD, developing activity in the field of agribusiness, through the production of
and trade in grain and oilseed crops in the area of Northeast Bulgaria, coincident with the scope of territory in
which the holding companies develop their commercial activity.
The expected positive effects from the acquisition of Komers EOOD’s capital shares are directed in strengthening
the market presence of Agria Group Holding AD in regard with the main areas of the holding’s activity, namely:
trade and export, by securing of grains as raw material for the internal and foreign trade activity. The expansion
of the grains trade activity favors as well the supply of the main raw material for the processing line in the
holding’s activity (processing of oilseeds and other grain crops) for the production of crude and refined sunflower
seed oil and of ethanol. The transaction supports the implementation of part of the holding’s investment
program in the direction of increase of the own and leased agricultural land in the areas, where the holding’s
agribusiness subsidiaries cultivate agricultural lands, in line with the long-term development strategy.
Combining the business potential of Agria Group Holding AD and Komers EOOD, would represent a sustainable
foundation for future successful growth of the business lines developed by the company, would lead to a long-
term security and sustainability of the company business model, improving regularity of the cash flow and adding
value at a group level.
There are no related and/or interested parties involved in the transaction. The transaction does not fall within
the scope of Article 114(1) of the Securities Act, as this type of transaction, in accordance with the scope of
activity of Agria Group Holding AD, in line with the provision of Article 114(10) of the Securities Act, is in the
ordinary commercial activity, representing the sum of actions and transactions performed by the company
within the scope of its business activity and in accordance with the ordinary commercial practice.
The ownership transfer of the capital shares of Komers EOOD is about to be entered in the Commercial register
at the Registry agency. The shares are transferred to Agria Group Holding AD free of any third-party liabilities,
encumbrances, rights and claims, together with all rights arising from or related to them.
On 22 January 2024 Agria Group Holding AD has reported dividend income from the subsidiaries Korn Trade
EOOD, Kehlibar EOOD, Bora Energy EOOD, Gruvar EOOD, BD Farm EOOD, Diasvet EOOD, Kristera Agro EOOD
and Korn Star OOD in the total amount of BGN 16 603 060.46.
10. INFORMATION ON LARGE TRANSACTIONS ENTERED INTO BETWEEN RELATED PARTIES IN
2023
During the past 2023 financial year Agria Group Holding AD entered into no large transactions with related
parties, with the exception of ordinary economic activity transactions.
11. INFORMATION UNDER ART. 187E AND ART. 247 OF THE COMMERCIAL ACT
The Company owns 50 000 (fifty thousand) of its own shares representing 0.74% of its capital.
No own shares were acquired during the past 2023.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
68
Names, functions, remuneration and equity held in other companies of the members of the management and
supervisory body
Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a
Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the
members of the Board of Directors are determined in accordance with the Remuneration Policy for the members
of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. The
Remuneration policy is endorsed by a resolution adopted on the extraordinary General meeting of shareholders
held on 29 September 2020 and was amended by a resolution of the Company's Ordinary General Meeting of
Shareholders held on 29 June 2021 and by a resolution of the Company's Ordinary General Meeting of
Shareholders held on 26 June 2023.
Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is
approved by the General Meeting of Shareholders of the company, taking into account the obligations and the
contribution of each members of the Board of Directors to the activity and the results of the company , as well
as the opportunity to recruit and retain qualified and loyal members of the Board of Directors and compliance
of the interests of the members of the Board of Directors with the longterm interests of the Company to coincide.
Fixed remuneration is not based on the accomplished results.
The amount of the fixed remuneration of the members of the BoD is in line with main activity of AGRIA
GROUP HOLDING AD and the income from it, taking into account that as a holding under the meaning of art.
277 and art. 278 of the Commercial Act, the company does not carry out directly a production or trading activity
of its own, but depends mainly on the results of the controlled subsidiaries and generates income mainly from
dividends from subsidiaries controlled by the company.
In view of the financial and economic standing of the Company and the certain input of the members
of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board
of Directors received fixed remunerations, which certain amount was approved by the General Meeting of
Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the
Board of Directors, until the date of the resolution from Ordinary the General Meeting of Shareholders of AGRIA
GROUP HOLDING AD,held on 26 th June 2023 is determined as follows: permanent monthly remuneration of the
non-executive members of the Board of Directors in the amount of BGN 7,000; permanent monthly
remuneration of the Executive Director in the amount of BGN 20,000.
Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the
General Meeting of Shareholders, held on 26th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and
Executive Director Emil Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
FOR 2023 AGRIA GROUP HOLDING JSC
68
Names, functions, remuneration and equity held in other companies of the members of the management and
supervisory body
Agria Group Holding AD, Varna, has a single-tier management system and is managed and represented by a
Board of Directors, which operates under the supervision of the General Meeting. The remunerations of the
members of the Board of Directors are determined in accordance with the Remuneration Policy for the members
of the Board of Directors of Agria Group Holding AD approved by the General Meeting of Shareholders. The
Remuneration policy is endorsed by a resolution adopted on the extraordinary General meeting of shareholders
held on 29 September 2020 and was amended by a resolution of the Company's Ordinary General Meeting of
Shareholders held on 29 June 2021 and by a resolution of the Company's Ordinary General Meeting of
Shareholders held on 26 June 2023.
Agria Group Holding AD pays the members of the Board of Directors a regular remuneration which is
approved by the General Meeting of Shareholders of the company, taking into account the obligations and the
contribution of each members of the Board of Directors to the activity and the results of the company , as well
as the opportunity to recruit and retain qualified and loyal members of the Board of Directors and compliance
of the interests of the members of the Board of Directors with the longterm interests of the Company to coincide.
Fixed remuneration is not based on the accomplished results.
The amount of the fixed remuneration of the members of the BoD is in line with main activity of AGRIA
GROUP HOLDING AD and the income from it, taking into account that as a holding under the meaning of art.
277 and art. 278 of the Commercial Act, the company does not carry out directly a production or trading activity
of its own, but depends mainly on the results of the controlled subsidiaries and generates income mainly from
dividends from subsidiaries controlled by the company.
In view of the financial and economic standing of the Company and the certain input of the members
of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board
of Directors received fixed remunerations, which certain amount was approved by the General Meeting of
Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the
Board of Directors, until the date of the resolution from Ordinary the General Meeting of Shareholders of AGRIA
GROUP HOLDING AD,held on 26 th June 2023 is determined as follows: permanent monthly remuneration of the
non-executive members of the Board of Directors in the amount of BGN 7,000; permanent monthly
remuneration of the Executive Director in the amount of BGN 20,000.
Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the
General Meeting of Shareholders, held on 26th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and
Executive Director Emil Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
69
Member of BOD Anna Belchinska BGN 7 000
For the reporting financial 2023 the following remunerations have been paid from Agria Group
Holding AD to the members of the company's Board of Directors.
Gross remunerations, received by members of the Board of Directors of Agria Group Holding AD for 2023 from
subsidiaries in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 from Korn Trade EOOD
2. STANIMIR RUSEV BUZHEV 243 655.00 from Kristera AD and Silk Gaz BG
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2023 in BGN:
Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the total amount of
the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total amount of
remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 77.50%.
Fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable).
Note: The total amount of the additional remuneration of the members of the Board of Directors of the company
does not include the payment of the independent directors, whose remuneration is a basic one without
additional incentives.
Emil Veselinov Raykov holds interests in the following companies as well:
- Manager of Bora Invest EOOD, Varna;
- Manager of Bora Energy EOOD, Varna;
- Manager of AG Property Invest EOOD;
FOR 2023 AGRIA GROUP HOLDING JSC
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Member of BOD Anna Belchinska BGN 7 000
For the reporting financial 2023 the following remunerations have been paid from Agria Group
Holding AD to the members of the company's Board of Directors.
Gross remunerations, received by members of the Board of Directors of Agria Group Holding AD for 2023 from
subsidiaries in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 from Korn Trade EOOD
2. STANIMIR RUSEV BUZHEV 243 655.00 from Kristera AD and Silk Gaz BG
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD for 2023 in BGN:
Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the total amount of
the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total amount of
remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 77.50%.
Fixed remuneration represents a sufficiently large part of the total remuneration (fixed and variable).
Note: The total amount of the additional remuneration of the members of the Board of Directors of the company
does not include the payment of the independent directors, whose remuneration is a basic one without
additional incentives.
Emil Veselinov Raykov holds interests in the following companies as well:
- Manager of Bora Invest EOOD, Varna;
- Manager of Bora Energy EOOD, Varna;
- Manager of AG Property Invest EOOD;
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- Sole owner and manager of Emra EOOD, Varna;
- Executive Director of RR Invest AD;
- Member of the Board of Directors of Agra EAD
- Member of the Board of Directors and Executive Director of Agri Grain AD
- Holder of 223 shares in the capital of Kristera AD, Popovo.
Anna Dimitrova Belchinska holds interests in the following companies as well:
- Manager of Korn Trade EOOD, Varna.
Stanimir Rusev Buzhev holds interests in the following companies as well:
- Executive Director of Kristera AD, Popovo.
- Executive Director of Kehlibar Pro EAD.
Daniela Dimitrova Taneva and Deyan Rosenov Ovcharov are independent members of the BoD within the
meaning of POSA. They hold no interests in any form whatsoever neither in companies that are part of the group,
nor in any other companies.
The members of the BoD may freely acquire shares of the Company, as well as bonds of the Company.
No contracts have been entered into with the Company by members of the BoD or related parties that are
outside the ordinary operations of the Company or are materially diverging from market conditions.
Business policy of the Company planned for the next year, including expected investments and personnel
development, expected income from investments and development of the Company, as well as forthcoming
transactions of material importance for the Company
The main objective of the Company is to participate in any form in other commercial companies or in their
management. As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its
subsidiaries. The business policy of the Company, including investments, should be considered mainly in terms
of the operations of its subsidiaries.
12. SUMMARY INFORMATION ABOUT IMPLEMENTED AND PLANNED INVESTMENTS AND BASIC
TRENDS IN THEIR SPENDING
Pursuant to the Investment program for 2023, Agria Group Holding AD has made the following investments:
1. Investments in purchase of agricultural land and acquisition of company equity shares – EUR 26,800,000;
2. Investments in the purchase of agricultural machinery and inventory, transport and logistics – EUR
5,410,000;
3. Investments in storage facilities – EUR 6,010,000;
4. Investments in manufacting industry – EUR 1,960,000.
FOR 2023 AGRIA GROUP HOLDING JSC
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- Sole owner and manager of Emra EOOD, Varna;
- Executive Director of RR Invest AD;
- Member of the Board of Directors of Agra EAD
- Member of the Board of Directors and Executive Director of Agri Grain AD
- Holder of 223 shares in the capital of Kristera AD, Popovo.
Anna Dimitrova Belchinska holds interests in the following companies as well:
- Manager of Korn Trade EOOD, Varna.
Stanimir Rusev Buzhev holds interests in the following companies as well:
- Executive Director of Kristera AD, Popovo.
- Executive Director of Kehlibar Pro EAD.
Daniela Dimitrova Taneva and Deyan Rosenov Ovcharov are independent members of the BoD within the
meaning of POSA. They hold no interests in any form whatsoever neither in companies that are part of the group,
nor in any other companies.
The members of the BoD may freely acquire shares of the Company, as well as bonds of the Company.
No contracts have been entered into with the Company by members of the BoD or related parties that are
outside the ordinary operations of the Company or are materially diverging from market conditions.
Business policy of the Company planned for the next year, including expected investments and personnel
development, expected income from investments and development of the Company, as well as forthcoming
transactions of material importance for the Company
The main objective of the Company is to participate in any form in other commercial companies or in their
management. As a holding company, AGRIA GROUP HOLDING AD depends on the activities and results of its
subsidiaries. The business policy of the Company, including investments, should be considered mainly in terms
of the operations of its subsidiaries.
12. SUMMARY INFORMATION ABOUT IMPLEMENTED AND PLANNED INVESTMENTS AND BASIC
TRENDS IN THEIR SPENDING
Pursuant to the Investment program for 2023, Agria Group Holding AD has made the following investments:
1. Investments in purchase of agricultural land and acquisition of company equity shares – EUR 26,800,000;
2. Investments in the purchase of agricultural machinery and inventory, transport and logistics – EUR
5,410,000;
3. Investments in storage facilities – EUR 6,010,000;
4. Investments in manufacting industry – EUR 1,960,000.
ANNUAL INDIVIDUAL ACTIVITY REPORT
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13. DECLARATION ON CORPORATE GOVERNANCE
The Declaration on Corporate Governance aims to present information to the investors and interested parties
referring to specific actions and measures undertaken by the management of Agria Group Holding AD for
keeping the basic principles of the National Code for Corporate Governance and good practices in the field of
corporate management. The declaration contains information and is based on the principles and norms for good
corporate governance regulated by the Bulgarian legislation, laid down in the provisions of the National Code
for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on
Independent Financial Audit and other laws and regulations and internationally accepted standards in the field
of corporate management.
In this relation, the requirement under Art. 100n (7) from POSA for the preparation and presentation of a
Declaration for corporate governance as part of the Annual report on the operations of the Company for 2023
should be considered fulfilled.
In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains:
1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with
the National Code for Corporate Governance.
2. Information regarding practices of corporate governance which are applied by the issuer Agria Group
Holding AD in accordance with the National Code for Corporate Governance.
0 5000 10000 15000 20000 25000 30000
Agricultural land and acquistion of equity shares
Agricultural machinery, transport and logistics
Storage facilities
Manufacting industry
Investments in 2023 in BGN thousand
FOR 2023 AGRIA GROUP HOLDING JSC
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13. DECLARATION ON CORPORATE GOVERNANCE
The Declaration on Corporate Governance aims to present information to the investors and interested parties
referring to specific actions and measures undertaken by the management of Agria Group Holding AD for
keeping the basic principles of the National Code for Corporate Governance and good practices in the field of
corporate management. The declaration contains information and is based on the principles and norms for good
corporate governance regulated by the Bulgarian legislation, laid down in the provisions of the National Code
for Corporate Governance, Commercial Law, Law on public offering of securities, Accounting Act, Law on
Independent Financial Audit and other laws and regulations and internationally accepted standards in the field
of corporate management.
In this relation, the requirement under Art. 100n (7) from POSA for the preparation and presentation of a
Declaration for corporate governance as part of the Annual report on the operations of the Company for 2023
should be considered fulfilled.
In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains:
1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding AD with
the National Code for Corporate Governance.
2. Information regarding practices of corporate governance which are applied by the issuer Agria Group
Holding AD in accordance with the National Code for Corporate Governance.
0 5000 10000 15000 20000 25000 30000
Agricultural land and acquistion of equity shares
Agricultural machinery, transport and logistics
Storage facilities
Manufacting industry
Investments in 2023 in BGN thousand
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3. Description of the main features of the measures for inside control and risk management of the issuer
Agria Group Holding AD in relation to the financial reporting process.
4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004
referring to take over propositions.
5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group
Holding AD and their Committees.
6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative
and managerial bodies in view of age, gender or education and professional experience, the targets of
the diversity policy, manner of application and results during the reporting period and in case of non-
application of such policy – explanation of the reasons why it is not applied.
At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a
resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on
the Parallel market of the Bulgarian Stock Exchange AD, Segment «А», with a BSE code AGR, to accept and follow
the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying
and following its main principles. By joining the National Code for Corporate Governance, the Company
expresses its engagement in keeping the principles of corporate governance which are part of the document.
The Code’s application is based on the principle “observe and explain” which means that the Company observes
the Code and in the event of deviation the corporate management of the Company shall clarify the reasons for
that.
The Company has announced its decision to adopt and comply with the National Corporate Governance Code in
FSC’s E-REGISTER system for disclosure of regulated information to the commission by the public companies and
other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents
to BSE, as well as in the X3News system for disclosure and provision of information to the public.
From the date of joining the National Code for Corporate Governance, the Company carries out its activity in
accordance with the Code’s principles and decrees by conforming, applying and observing the corporate
practices and internationally accepted standards for good corporate management in its activity. This is
achieved by applying the principles for timely information disclosure; responsibility, independence and
transparency of the activities of the corporate management; protecting shareholders’ rights and equality;
respecting the interested parties. The Company has not deviated from the rules and norms in the Code and
has observed and applied the good practices and principles of the corporate governance.
In accordance with the principle for timely information disclosure, in 2023 the Company disclosed all regulated
information in the time and manner provided for in the POSA and its regulations. The corporate management
created preconditions for transparency in its relationships with investors, financial media and market analysts.
There are rules for inside information and inside persons which regulate the obligations, manner and
responsibility for public disclosure of inside information. In the website of the Company a section “For investors”
can be found which facilitates the access to timely and up-to- date information for the Company’s investors
(shareholders and potential investors), for the financial media and analysts and it also aims to create maximum
FOR 2023 AGRIA GROUP HOLDING JSC
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3. Description of the main features of the measures for inside control and risk management of the issuer
Agria Group Holding AD in relation to the financial reporting process.
4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21 April 2004
referring to take over propositions.
5. The composition and functioning of the administrative and managerial bodies of the issuer Agria Group
Holding AD and their Committees.
6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the administrative
and managerial bodies in view of age, gender or education and professional experience, the targets of
the diversity policy, manner of application and results during the reporting period and in case of non-
application of such policy – explanation of the reasons why it is not applied.
At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March 2008, a
resolution was passed Agria Group Holding AD, Varna, in its capacity of public company registered for trade on
the Parallel market of the Bulgarian Stock Exchange AD, Segment «А», with a BSE code AGR, to accept and follow
the National Code for Corporate Governance approved by the Board of Directors of BSE-Sofia AD , by applying
and following its main principles. By joining the National Code for Corporate Governance, the Company
expresses its engagement in keeping the principles of corporate governance which are part of the document.
The Code’s application is based on the principle “observe and explain” which means that the Company observes
the Code and in the event of deviation the corporate management of the Company shall clarify the reasons for
that.
The Company has announced its decision to adopt and comply with the National Corporate Governance Code in
FSC’s E-REGISTER system for disclosure of regulated information to the commission by the public companies and
other issuers of securities, in the EXTRI system used for disclosure and filing information, data and documents
to BSE, as well as in the X3News system for disclosure and provision of information to the public.
From the date of joining the National Code for Corporate Governance, the Company carries out its activity in
accordance with the Code’s principles and decrees by conforming, applying and observing the corporate
practices and internationally accepted standards for good corporate management in its activity. This is
achieved by applying the principles for timely information disclosure; responsibility, independence and
transparency of the activities of the corporate management; protecting shareholders’ rights and equality;
respecting the interested parties. The Company has not deviated from the rules and norms in the Code and
has observed and applied the good practices and principles of the corporate governance.
In accordance with the principle for timely information disclosure, in 2023 the Company disclosed all regulated
information in the time and manner provided for in the POSA and its regulations. The corporate management
created preconditions for transparency in its relationships with investors, financial media and market analysts.
There are rules for inside information and inside persons which regulate the obligations, manner and
responsibility for public disclosure of inside information. In the website of the Company a section “For investors”
can be found which facilitates the access to timely and up-to- date information for the Company’s investors
(shareholders and potential investors), for the financial media and analysts and it also aims to create maximum
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
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transparency in their relationship with the management of Agria Group Holding AD. The management of the
Company discloses its investment program for each financial year to its investors. Investors receive the
information in a timely manner through the website of the company, email and via X3NEWS.
The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria
Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate
management encourages the partnership between the Company and the interested parties aiming to achieve
higher welfare for all parties and in view of the stable development of the Company while balancing the interests
of all parties involved. The interested parties are presented with the necessary information regarding the
Company’s activities, up -to-date data for its economic and financial condition and any other activity information
that contributes for the right orientation and decision-making. In its policy with regard to the interested parties,
the Company complies with the legal requirements based on the principles of transparence, accountancy and
business ethics.
In 2023 the corporate management activity is carried out in compliance with the legal requirements of POSA
and its regulations, the Article of Association of the Company, as well as the National Code for Corporate
Governance. Agria Group Holding AD is a public company with a single-tier management system. All members
of the Board of Directors meet the legal requirements to hold such position, and have the required qualifications,
knowledge and experience necessary to fulfil it. The functions and obligations of the corporate management, as
well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of
Association of the Company, and the Code. The Board of Directors of the Company manages the Company in
accordance with the goals and vision established by the Company and the interests of the shareholders. In
performing their duties the members of the Board of Directors are guided by the generally accepted principles
of integrity, managerial and professional competence, avoid and do not allow a real or potential conflict of
interests. The annual report discloses the remuneration of the members of the Board of Directors as determined
by the General Meeting, and this information is easily available to shareholders. The structure of the Board of
Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors
consists of five members, two of whom are independent within the meaning of POSA.
The senior management of Agria Group Holding AD, represented by the corporate management, performs a key
role and is responsible for the establishment of an internal control system and risk management and carries out
routine monitoring in this direction.
Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the
Company in view of age, gender or education and professional experience. The persons in the administrative
and managerial bodies of the issuer possess the required education, professional qualification, competency and
experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and
other legal norms and regulations referring to such position and they are selected/respectively hired with no
restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement with
the aim for sustainable development while observing the legal requirements. The diversity policy is instrumental
in the effective distribution of the functions and obligations of the corporate management while its structure
and competency follow the principles of diversification and diversity within the obligatory professional and
FOR 2023 AGRIA GROUP HOLDING JSC
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transparency in their relationship with the management of Agria Group Holding AD. The management of the
Company discloses its investment program for each financial year to its investors. Investors receive the
information in a timely manner through the website of the company, email and via X3NEWS.
The Company identifies as interested parties all persons who have interest in the economic prosperity of Agria
Group Holding AD (shareholders, employees, clients, suppliers, banks and the public). The corporate
management encourages the partnership between the Company and the interested parties aiming to achieve
higher welfare for all parties and in view of the stable development of the Company while balancing the interests
of all parties involved. The interested parties are presented with the necessary information regarding the
Company’s activities, up -to-date data for its economic and financial condition and any other activity information
that contributes for the right orientation and decision-making. In its policy with regard to the interested parties,
the Company complies with the legal requirements based on the principles of transparence, accountancy and
business ethics.
In 2023 the corporate management activity is carried out in compliance with the legal requirements of POSA
and its regulations, the Article of Association of the Company, as well as the National Code for Corporate
Governance. Agria Group Holding AD is a public company with a single-tier management system. All members
of the Board of Directors meet the legal requirements to hold such position, and have the required qualifications,
knowledge and experience necessary to fulfil it. The functions and obligations of the corporate management, as
well as its structure and competence, comply with the requirements of the Commerce Act, the Articles of
Association of the Company, and the Code. The Board of Directors of the Company manages the Company in
accordance with the goals and vision established by the Company and the interests of the shareholders. In
performing their duties the members of the Board of Directors are guided by the generally accepted principles
of integrity, managerial and professional competence, avoid and do not allow a real or potential conflict of
interests. The annual report discloses the remuneration of the members of the Board of Directors as determined
by the General Meeting, and this information is easily available to shareholders. The structure of the Board of
Directors guarantees the independent and impartial actions and decisions of its members. The Board of Directors
consists of five members, two of whom are independent within the meaning of POSA.
The senior management of Agria Group Holding AD, represented by the corporate management, performs a key
role and is responsible for the establishment of an internal control system and risk management and carries out
routine monitoring in this direction.
Agria Group Holding AD applies diversity policy regarding the administrative and managerial bodies of the
Company in view of age, gender or education and professional experience. The persons in the administrative
and managerial bodies of the issuer possess the required education, professional qualification, competency and
experience to conduct the respective activity and meet the requirements of the Commercial Law, POSA and
other legal norms and regulations referring to such position and they are selected/respectively hired with no
restrictions on age and gender. Through encouraging diversity, the Company reveals its social engagement with
the aim for sustainable development while observing the legal requirements. The diversity policy is instrumental
in the effective distribution of the functions and obligations of the corporate management while its structure
and competency follow the principles of diversification and diversity within the obligatory professional and
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
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managerial competence and contributes to the effective operation of the holding structure in the different type
of operations of Agria Group Holding AD.
As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit
Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS)
an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose
activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act.
Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria Group Holding
AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign
shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their
rights by facilitating their effective participation in the work of the General Meetings by means of timely
announcement of the materials for the GMS; implementation of clear procedures with regard to the convening
and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of
shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company
in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of
dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall
policy for assisting shareholders in the exercise of all their rights.
Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of
corporate governance, the corporate management follows a policy of balanced interaction between
shareholders, management and interested parties.
Agria Group Holding AD has a working system for inside control and risk management in place, which
guarantees correct identification of risks related to the Company’s activity and supports their effective
management, ensures the adequate functioning of the accountancy and information disclosure systems.
Inside control components
Control environment
Control environment covers the following elements:
a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values
includes actions on behalf of the management to eliminate or diminish the incentives or temptations,
which could suborn the personnel toward dishonest, unlawful or unethical actions.
b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the
job description of an employee.
FOR 2023 AGRIA GROUP HOLDING JSC
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managerial competence and contributes to the effective operation of the holding structure in the different type
of operations of Agria Group Holding AD.
As a company carrying out activities in the public interest, in accordance with the Independent Financial Audit
Act, Agria Group Holding AD in its capacity of public company, has elected through its competent body (GMS)
an Audit Committee, whose members meet the legal requirements for performing this type of activity and whose
activity, functions and reporting is in compliance with the decrees of the Independent Financial Audit Act.
Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria Group Holding
AD guarantees the equal treatment of all the Company’s shareholders (including minority and foreign
shareholders) and carries out a policy for protection of rights and assistance to shareholders in exercising their
rights by facilitating their effective participation in the work of the General Meetings by means of timely
announcement of the materials for the GMS; implementation of clear procedures with regard to the convening
and carrying out of General Meetings of Shareholders; preparation of rules regarding the representation of
shareholders in the General Meeting; possibility for participation in the distribution of profits by the Company
in the event that the General Meeting of Shareholders adopts a specific resolution on the distribution of
dividend. Through the Investor Relations Director of Agria Group Holding AD the company pursues its overall
policy for assisting shareholders in the exercise of all their rights.
Pursuant to the principles of the National Code for Corporate Government and the good practices in the field of
corporate governance, the corporate management follows a policy of balanced interaction between
shareholders, management and interested parties.
Agria Group Holding AD has a working system for inside control and risk management in place, which
guarantees correct identification of risks related to the Company’s activity and supports their effective
management, ensures the adequate functioning of the accountancy and information disclosure systems.
Inside control components
Control environment
Control environment covers the following elements:
a) Communication and embracing honesty and ethical values. Embracing honesty and ethical values
includes actions on behalf of the management to eliminate or diminish the incentives or temptations,
which could suborn the personnel toward dishonest, unlawful or unethical actions.
b) Competence. Competence means knowledge and skills necessary to execute the tasks determining the
job description of an employee.
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c) Participation of the persons occupying operative management positions. The persons occupying
operative management positions significantly influence control awareness in the company. The
responsibilities of the persons working in management include supervision over the design of the model
and the effective functioning of the warning procedures and processes for reviewing the efficiency of
the Company’s inside control.
d) Structure. The establishment of an adequate structure includes taking into consideration the main fields
of competence and responsibilities and adequate hierarchy levels of accountancy and reporting.
e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy
related to the relevant business practices, knowledge and experience of the main personnel and
resources provided for performing their duties. It also includes the policies and communications
guaranteeing that the personnel understands the goals of the company, understands how each
individual’s actions are connected and contribute to these goals as well as who and in what manner is
held accountable and responsible.
f) Policy and practice related to human resources. The policy and practice related to human resources
reveal important questions in view of Company control awareness. The standards for selecting the most
qualified individuals – focusing on education, former professional experience, achievements and proof
for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and
promising employees. Promotions based on periodic assessments of results show Company’s
engagement to promote qualified personnel to more responsible positions.
Company’s risk assessment process
2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of
business risk identification by the management, which risks are essential for the preparation of a financial
statement in accordance with the applicable for the company financial reporting framework; assesses their
meaning and the likelihood of their occurrence and makes decisions how to meet and manage them and
how to evaluate the results.
3. Risk related to dependable financial reporting including outside and inside events, transactions and
circumstances, which can occur or have negative effect on the ability of the company to initiate, register,
process and report financial data corresponding to the management statements for genuineness in the
financial report. Risk can occur or change due to circumstances listed below:
• Changes in the operational environment. Changes in legislation or in the operational environment
can lead to change in pressure from the competition and different risks.
• New personnel. New personnel can have different focus on inside control or different
understanding on it.
• New or renovated information systems. Substantial or fast changes in the information systems can
change internal control related risks.
FOR 2023 AGRIA GROUP HOLDING JSC
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c) Participation of the persons occupying operative management positions. The persons occupying
operative management positions significantly influence control awareness in the company. The
responsibilities of the persons working in management include supervision over the design of the model
and the effective functioning of the warning procedures and processes for reviewing the efficiency of
the Company’s inside control.
d) Structure. The establishment of an adequate structure includes taking into consideration the main fields
of competence and responsibilities and adequate hierarchy levels of accountancy and reporting.
e) Attribution of responsibility and power. Attribution of responsibility and power includes the policy
related to the relevant business practices, knowledge and experience of the main personnel and
resources provided for performing their duties. It also includes the policies and communications
guaranteeing that the personnel understands the goals of the company, understands how each
individual’s actions are connected and contribute to these goals as well as who and in what manner is
held accountable and responsible.
f) Policy and practice related to human resources. The policy and practice related to human resources
reveal important questions in view of Company control awareness. The standards for selecting the most
qualified individuals – focusing on education, former professional experience, achievements and proof
for honesty and ethical conduct, demonstrate the Company’s engagement to employ competent and
promising employees. Promotions based on periodic assessments of results show Company’s
engagement to promote qualified personnel to more responsible positions.
Company’s risk assessment process
2. For the purposes of financial reporting the Company’s risk assessment process includes the manner of
business risk identification by the management, which risks are essential for the preparation of a financial
statement in accordance with the applicable for the company financial reporting framework; assesses their
meaning and the likelihood of their occurrence and makes decisions how to meet and manage them and
how to evaluate the results.
3. Risk related to dependable financial reporting including outside and inside events, transactions and
circumstances, which can occur or have negative effect on the ability of the company to initiate, register,
process and report financial data corresponding to the management statements for genuineness in the
financial report. Risk can occur or change due to circumstances listed below:
• Changes in the operational environment. Changes in legislation or in the operational environment
can lead to change in pressure from the competition and different risks.
• New personnel. New personnel can have different focus on inside control or different
understanding on it.
• New or renovated information systems. Substantial or fast changes in the information systems can
change internal control related risks.
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• Fast growth. Substantial and fast expansions of business can limit control and increase the risk for
defect in its operation.
• New technologies. Introducing new technologies in the production processes or information
systems can change internal control risks.
• New business models, products and activities. Introducing new business fields or transactions and
operations with which the company has little experience, can lead to new risks related to internal
control
• Corporate reorganization. Reorganization can be followed by cuts in employments and changes in
supervision and obligations distribution, which can change internal control risks.
• Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often
unique risks which can affect internal control, e.g. additional or changed risks in result of exchange
operations.
• New accountancy standards and clarifications. Introducing new accountancy principles or changes
in the accountancy principles can affect risks related to preparation of the financial statements.
The Company has developed information system including related business processes referring to financial
reporting and communication.
The information system includes infrastructure (physical and hardware components), software, people,
procedures and data and actively uses IT.
The information system related to financial reporting includes financial reporting system and consists of
methods and documentation which:
• Identify and reflect all valid transactions and operations;
• Describe in a timely manner the transactions and operation and detailed enough to allow appropriate
classification for the purposes of financial reporting;
• Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the
financial report;
• Determine the timeframe during which the transactions and operation have arisen so that their
reflection in the relevant financial report can be allowed;
• Present in a fitting manner the transactions and operation and related disclosure in the financial report.
Control measures
5. Control measures related to audit are categorized as policies and procedures and refer to the following:
• Reviews on the execution and results. These control measures include reviews and analyses of
the actual results in view of budgets, prognoses and results from previous periods; binding
FOR 2023 AGRIA GROUP HOLDING JSC
76
• Fast growth. Substantial and fast expansions of business can limit control and increase the risk for
defect in its operation.
• New technologies. Introducing new technologies in the production processes or information
systems can change internal control risks.
• New business models, products and activities. Introducing new business fields or transactions and
operations with which the company has little experience, can lead to new risks related to internal
control
• Corporate reorganization. Reorganization can be followed by cuts in employments and changes in
supervision and obligations distribution, which can change internal control risks.
• Expanding business abroad. Expansion or acquisition of businesses abroad lead to new and often
unique risks which can affect internal control, e.g. additional or changed risks in result of exchange
operations.
• New accountancy standards and clarifications. Introducing new accountancy principles or changes
in the accountancy principles can affect risks related to preparation of the financial statements.
The Company has developed information system including related business processes referring to financial
reporting and communication.
The information system includes infrastructure (physical and hardware components), software, people,
procedures and data and actively uses IT.
The information system related to financial reporting includes financial reporting system and consists of
methods and documentation which:
• Identify and reflect all valid transactions and operations;
• Describe in a timely manner the transactions and operation and detailed enough to allow appropriate
classification for the purposes of financial reporting;
• Evaluate the transaction and operation in a manner allowing reflection in a fitting money value in the
financial report;
• Determine the timeframe during which the transactions and operation have arisen so that their
reflection in the relevant financial report can be allowed;
• Present in a fitting manner the transactions and operation and related disclosure in the financial report.
Control measures
5. Control measures related to audit are categorized as policies and procedures and refer to the following:
• Reviews on the execution and results. These control measures include reviews and analyses of
the actual results in view of budgets, prognoses and results from previous periods; binding
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
77
different data groups – operational or financial, together with analyses for interconnections
and research and corrective measures; comparison of internal data with external sources of
information; review on performance results grouped by functions and operations.
• Information processing
• Physical controls. They include:
o Physical security of assets, including measures for safekeeping, e.g. secure
facilities and conditions for access to assets and documentation;
o Restricted access to computer programs and files;
o Periodic amount counting and comparing with the amounts reflected in the
control documentation (e.g. comparing the cash counting results and the results
from inventories with the accounting documents)
Separation of duties. Allocating the responsibilities for transactions and operations approval,
registry and responsibility for the assets to different persons. The separation of duties aims to
decrease the possibilities for a certain person to be in position to conduct or cover mistakes or
fraud in their usual line of duties.
Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European
Parliament and of the Council dated 21 April 2004 regarding takeover
Para. 1, l. ‘c’ “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 ”
Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of
Directive 2001/34/EC
Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ”
Agria group Holding AD does not have holders of securities with special control rights.
Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given
percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s
cooperation, the financial rights attaching to securities are separated from the holding of securities ”
There are no restriction on voting rights in Agria Group Holding AD
Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of
the articles of association”
The rules governing the appointment and replacement of board members and the amendment of the articles of
association are described in the Charter of Agria Group Holding AD
Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ”
The powers of board members are settled in the Constitution documents of Agria Group Holding AD..
FOR 2023 AGRIA GROUP HOLDING JSC
77
different data groups – operational or financial, together with analyses for interconnections
and research and corrective measures; comparison of internal data with external sources of
information; review on performance results grouped by functions and operations.
• Information processing
• Physical controls. They include:
o Physical security of assets, including measures for safekeeping, e.g. secure
facilities and conditions for access to assets and documentation;
o Restricted access to computer programs and files;
o Periodic amount counting and comparing with the amounts reflected in the
control documentation (e.g. comparing the cash counting results and the results
from inventories with the accounting documents)
Separation of duties. Allocating the responsibilities for transactions and operations approval,
registry and responsibility for the assets to different persons. The separation of duties aims to
decrease the possibilities for a certain person to be in position to conduct or cover mistakes or
fraud in their usual line of duties.
Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the European
Parliament and of the Council dated 21 April 2004 regarding takeover
Para. 1, l. ‘c’ “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 ”
Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of
Directive 2001/34/EC
Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ”
Agria group Holding AD does not have holders of securities with special control rights.
Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a given
percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with the company’s
cooperation, the financial rights attaching to securities are separated from the holding of securities ”
There are no restriction on voting rights in Agria Group Holding AD
Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the amendment of
the articles of association”
The rules governing the appointment and replacement of board members and the amendment of the articles of
association are described in the Charter of Agria Group Holding AD
Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ”
The powers of board members are settled in the Constitution documents of Agria Group Holding AD..
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
78
14. ADDITIONAL INFORMATION UNDER APPENDIX NO. 2 TO ARTICLE 10, ITEM 1 OF ORDINANCE
NO. 2 OF FSC ON THE PROSPECTUSES FOR PUBLIC OFFERING AND ADMISSION OF SECURITIES TO
TRADING ON A REGULATED MARKET
The information, in terms of quantity and quality, regarding the main categories of goods, products and/or
services provided, as well as in connection with revenue by main types of activities, markets, sources of supply
of raw materials, is to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group
Holding AD as a holding company whose main purpose is to participate in or manage other commercial
companies, depends on the activities and results of the subsidiaries.
Information about the income dispersed by separate activity categories, inside and outside markets
• Agribusiness – BGN 63 200 thousand;
• Processing industry (storage and grain processing) – BGN 381 400 thousand;
• Trading/export operations and services – BGN 682 400 thousand.
Information on the average production in 2023 of the grain crops harvested by the holding companies - wheat,
barley, sunflower and corn.
Barley – 8 229 t.
Wheat – 50 698 t.
Sunflower – 14 503 t.
Corn – 15 599 t.
Information on the harvested yields per hectare of the crops concerned.
Barley - 694 kg/ha
Wheat - 699 kg/ha
Sunflower - 216 kg/ha
6%
34%
60%
Agribusiness
Processing industry
Trading/export operations and services
FOR 2023 AGRIA GROUP HOLDING JSC
78
14. ADDITIONAL INFORMATION UNDER APPENDIX NO. 2 TO ARTICLE 10, ITEM 1 OF ORDINANCE
NO. 2 OF FSC ON THE PROSPECTUSES FOR PUBLIC OFFERING AND ADMISSION OF SECURITIES TO
TRADING ON A REGULATED MARKET
The information, in terms of quantity and quality, regarding the main categories of goods, products and/or
services provided, as well as in connection with revenue by main types of activities, markets, sources of supply
of raw materials, is to be considered in terms of the operations of the Issuer’s subsidiaries, because Agria Group
Holding AD as a holding company whose main purpose is to participate in or manage other commercial
companies, depends on the activities and results of the subsidiaries.
Information about the income dispersed by separate activity categories, inside and outside markets
• Agribusiness – BGN 63 200 thousand;
• Processing industry (storage and grain processing) – BGN 381 400 thousand;
• Trading/export operations and services – BGN 682 400 thousand.
Information on the average production in 2023 of the grain crops harvested by the holding companies - wheat,
barley, sunflower and corn.
Barley – 8 229 t.
Wheat – 50 698 t.
Sunflower – 14 503 t.
Corn – 15 599 t.
Information on the harvested yields per hectare of the crops concerned.
Barley - 694 kg/ha
Wheat - 699 kg/ha
Sunflower - 216 kg/ha
6%
34%
60%
Agribusiness
Processing industry
Trading/export operations and services
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
79
Corn/Irrigated corn - 509 kg/ha
For the financial year 2023, AGRIA GROUP HOLDING AD has direct investments in the process of execution as
follows: Agria Group HoldingAD has acquired in the procedure provided for by the legislation the ownership of
100% (one hundred percent) of the capital of the commercial company "Almagest" AD entered in the
Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142.
During the reporting period there were no large transactions and transactions of material importance
to the issuer’s operations.
Information on the loan agreements indicating conditions under them, concluded by the issuer and its
subsidiaries, in their capacity as borrowers, including the deadlines for repayment, as well information provided
on guarantees and commitments. Information on loans granted by the issuer and its subsidiaries, providing
guarantees or commitments in total to one person or its subsidiary, including related parties, indicating the
name and title and UIC of the person, nature of the relationship between the issuer or its subsidiaries and the
borrower, the amount of unpaid principal, interest rate, date of conclusion of the contract, deadline for
repayment, amount of commitment, specific conditions and the purpose for which they are granted, if
concluded as a target.
FOR 2023 AGRIA GROUP HOLDING JSC
79
Corn/Irrigated corn - 509 kg/ha
For the financial year 2023, AGRIA GROUP HOLDING AD has direct investments in the process of execution as
follows: Agria Group HoldingAD has acquired in the procedure provided for by the legislation the ownership of
100% (one hundred percent) of the capital of the commercial company "Almagest" AD entered in the
Commercial Register and in the register of non-profit organizations at the Registry Agency with UIC 175340142.
During the reporting period there were no large transactions and transactions of material importance
to the issuer’s operations.
Information on the loan agreements indicating conditions under them, concluded by the issuer and its
subsidiaries, in their capacity as borrowers, including the deadlines for repayment, as well information provided
on guarantees and commitments. Information on loans granted by the issuer and its subsidiaries, providing
guarantees or commitments in total to one person or its subsidiary, including related parties, indicating the
name and title and UIC of the person, nature of the relationship between the issuer or its subsidiaries and the
borrower, the amount of unpaid principal, interest rate, date of conclusion of the contract, deadline for
repayment, amount of commitment, specific conditions and the purpose for which they are granted, if
concluded as a target.
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
80 Loans received 31.12.2023
Company Loan granted from UIC
Relationship
subsidiary
related/UNRELAT
ED PARTY
Obligation
Amount Unpaid Principal Interest
Rate Conclusion of contract incl. additional agreements Repayment
date Guarantees
Earmarked loans (if
applicable, specify the
purpose for which the
loan was granted)
specific conditions other
than the listed in par. 9
of Appendix 2 to the
Ordinance
AGRIA GROUP HOLDING AD KRISTERA AD 103273795 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026
TERRA PROTECT EOOD 202946357 RELATED PARTY 400 0 5,00% 10.8.2020/03.01.2023 10.8.2025
ALMAGEST EOOD 207546986 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024
ALMAGEST EOOD 207546986 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024
AGRA EAD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 200 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 233 6,00% 22.12.2023 31.12.2028
BD AGRI EOOD 103960661 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024
AGRIVIA OIL EOOD
АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 300 159 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 369 6,00% 22.12.2023 31.12.2028
ARIS АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 38 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BD AGRI EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 804 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BD FARM EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 82 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 5000 5,00% 07.03.2022/01.01.2023 31.3.2027
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 3000 836 5,00% 07.03.2023/03.01.2023 31.3.2028
KRISTERA AD 103273795 RELATED PARTY 200 200 5,00% 31.08.2022/03.01.2023 1.9.2024
KRISTERA AD 103273795 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024
KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025
KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025
KRISTERA AD 103273795 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028
BORA INVEST EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026
KRISTERA AD 103273795 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026
KRISTERA AD 103273795 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024
GRUVAR EOOD ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,20% 04.08.2016/04.08.2021 4.8.2024
0,00%
DIASVET EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 150 13 5,50% 30.6.2023 30.6.2024 SUBSIDIES
ELIT 86 EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 19 5,50% 30.6.2023 30.6.2024 SUBSIDIES
KEHLIBAR EOOD
AG PROPERTY INVEST EOOD KORN TRADE EOOD 103746472 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024
KRISTERA AD 103273795 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2028
CORN STAR OOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 164 164 5,00% 13.6.2023 31.12.2024
KORN TRADE EOOD N/A 3,00%
KRISTERA-AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 2240 2044 5,50% 30.6.2023 30.6.2024
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 4980 5,00% 4.1.2022 31.12.2027
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 4000 0 31.12.2028
АGRO EOOD 103765583 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024
АGRO EOOD 103765583 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
АGRO EOOD 103765583 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024
ELIT - 86 EOOD 124718585 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
ELIT - 86 EOOD 124718585 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024
GRUVAR EOOD 200673632 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.2023 31.12.2024
GRUVAR EOOD 200673632 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024
BD FARM EOOD 175429573 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024
DIASVET EOOD 117595265 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024
AGRA EAD 124690525 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024
AGRA EAD 124690525 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024
ARIS-АGRO EOOD 124608460 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024
ARIS-АGRO EOOD 124608460 RELATED PARTY 100 40 5,00% 3.1.2023 31.12.2024
TONI - M EOOD 124620498 RELATED PARTY 2000 1118 5,00% 16.12.2019/03.01.2023 31.12.2024
TONI - M EOOD 124620498 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024
TONI - M EOOD 124620499 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023
BD AGRI EOOD 103960661 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024
BD AGRI EOOD 103960662 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024
BD AGRI EOOD 103960663 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024
BD AGRI EOOD 103960663 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2028
KRISTERA AD BD FARM EOOD 175429573 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024
SILK GAZ BG EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027
AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027
AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 632 5,00% 26.7.2022/03.01.2023 31.7.2027
KORN TRADE EOOD 103746472 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023
TERRA PROTECT EOOD KRISTERA AD 103273795 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024
TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 200 57 5,50% 30.6.2023 30.6.2024 SUBSIDIES
TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 303 303 6% 22.12.2023 31.12.2028
FOR 2023 AGRIA GROUP HOLDING JSC
80 Loans received 31.12.2023
Company Loan granted from UIC
Relationship
subsidiary
related/UNRELAT
ED PARTY
Obligation
Amount Unpaid Principal Interest
Rate Conclusion of contract incl. additional agreements Repayment
date Guarantees
Earmarked loans (if
applicable, specify the
purpose for which the
loan was granted)
specific conditions other
than the listed in par. 9
of Appendix 2 to the
Ordinance
AGRIA GROUP HOLDING AD KRISTERA AD 103273795 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026
TERRA PROTECT EOOD 202946357 RELATED PARTY 400 0 5,00% 10.8.2020/03.01.2023 10.8.2025
ALMAGEST EOOD 207546986 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024
ALMAGEST EOOD 207546986 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024
AGRA EAD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 200 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 233 6,00% 22.12.2023 31.12.2028
BD AGRI EOOD 103960661 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024
AGRIVIA OIL EOOD
АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 300 159 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 369 6,00% 22.12.2023 31.12.2028
ARIS АGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 38 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BD AGRI EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 1000 804 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BD FARM EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 200 82 5,50% 30.6.2023 30.6.2024 SUBSIDIES
BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 5000 5,00% 07.03.2022/01.01.2023 31.3.2027
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 3000 836 5,00% 07.03.2023/03.01.2023 31.3.2028
KRISTERA AD 103273795 RELATED PARTY 200 200 5,00% 31.08.2022/03.01.2023 1.9.2024
KRISTERA AD 103273795 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024
KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025
KRISTERA AD 103273795 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025
KRISTERA AD 103273795 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028
BORA INVEST EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026
KRISTERA AD 103273795 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026
KRISTERA AD 103273795 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024
GRUVAR EOOD ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,20% 04.08.2016/04.08.2021 4.8.2024
0,00%
DIASVET EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 150 13 5,50% 30.6.2023 30.6.2024 SUBSIDIES
ELIT 86 EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 100 19 5,50% 30.6.2023 30.6.2024 SUBSIDIES
KEHLIBAR EOOD
AG PROPERTY INVEST EOOD KORN TRADE EOOD 103746472 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024
KRISTERA AD 103273795 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2028
CORN STAR OOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 SUBSIDIES
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 164 164 5,00% 13.6.2023 31.12.2024
KORN TRADE EOOD N/A 3,00%
KRISTERA-AGRO EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 2240 2044 5,50% 30.6.2023 30.6.2024
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 5000 4980 5,00% 4.1.2022 31.12.2027
AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 4000 0 31.12.2028
АGRO EOOD 103765583 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024
АGRO EOOD 103765583 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
АGRO EOOD 103765583 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024
ELIT - 86 EOOD 124718585 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
ELIT - 86 EOOD 124718585 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024
GRUVAR EOOD 200673632 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.2023 31.12.2024
GRUVAR EOOD 200673632 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024
BD FARM EOOD 175429573 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024
DIASVET EOOD 117595265 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024
AGRA EAD 124690525 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024
AGRA EAD 124690525 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024
ARIS-АGRO EOOD 124608460 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024
ARIS-АGRO EOOD 124608460 RELATED PARTY 100 40 5,00% 3.1.2023 31.12.2024
TONI - M EOOD 124620498 RELATED PARTY 2000 1118 5,00% 16.12.2019/03.01.2023 31.12.2024
TONI - M EOOD 124620498 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024
TONI - M EOOD 124620499 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023
BD AGRI EOOD 103960661 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024
BD AGRI EOOD 103960662 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024
BD AGRI EOOD 103960663 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024
BD AGRI EOOD 103960663 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2028
KRISTERA AD BD FARM EOOD 175429573 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024
SILK GAZ BG EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027
AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027
AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 2000 632 5,00% 26.7.2022/03.01.2023 31.7.2027
KORN TRADE EOOD 103746472 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023
TERRA PROTECT EOOD KRISTERA AD 103273795 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024
TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 200 57 5,50% 30.6.2023 30.6.2024 SUBSIDIES
TONI M EOOD AGRIA GROUP HOLDING AD 148135286 RELATED PARTY 303 303 6% 22.12.2023 31.12.2028
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
81 Loans granted 31.12.2023
Company Loan granted to UIC
Relationship
subsidiary/related
/unrelated parties
Obligation
amount
Outstanding
principal
Interest
rate Conclusion of contract incl. additional agreements Repayment
date Guarantees
Earmarked loans (if
applicable, specify the
purpose for which the
loan was granted)
specific conditions other
than the listed in par. 9
of Appendix 2 to the
Ordinance
Agria Group Holding AD AGRA EAD 124690525 SUBSIDIARY 200 200 5,50% 30.6.2023 30.6.2024 subsidies
AGRA EAD 124690525 SUBSIDIARY 1000 233 6,00% 22.12.2023 31.12.2028
AGRICORN STAR EAD 204462180 UNRELATED PARTY 460 264 5,50% 30.6.2023 30.6.2024 subsidies
AGRO EOOD 103765583 SUBSIDIARY 300 159 5,50% 30.6.2023 30.6.2024 subsidies
AGRO EOOD 103765583 SUBSIDIARY 1000 369 6,00% 22.12.2023 31.12.2028
ARIS AGRO EOOD 124608460 SUBSIDIARY 100 38 5,50% 30.6.2023 30.6.2024 subsidies
BD AGRI EOOD 103960661 SUBSIDIARY 1000 804 5,50% 30.6.2023 30.6.2024 subsidies
BD FARM EOOD 175429573 SUBSIDIARY 200 82 5,50% 30.6.2023 30.6.2024 subsidies
BORA ENERGY EOOD 202309677 SUBSIDIARY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026
BORA ENERGY EOOD 202309677 SUBSIDIARY 5000 5000 5,00% 7.3.2022/01.01.2023 31.3.2027
BORA ENERGY EOOD 202309677 SUBSIDIARY 3000 836 5,00% 7.3.2023 31.3.2028
BORA INVEST EOOD 103794531 SUBSIDIARY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026
GRUVAR EOOD 200673632 SUBSIDIARY 100 0 5,50% 30.6.2023 30.6.2024 subsidies
DIASVET EOOD 117595265 SUBSIDIARY 150 13 5,50% 30.6.2023 30.6.2024 subsidies
ECO HERBS EAD 204522624 UNRELATED PARTY 50 36 5,50% 30.6.2023 30.6.2024 subsidies
ELIT - 86 EOOD 124718585 SUBSIDIARY 100 19 5,50% 30.6.2023 30.6.2024 subsidies
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 2240 2044 5,50% 30.6.2023 30.6.2024 subsidies
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 5000 4980 5,00% 4.1.2022/03.01.2023 31.12.2027
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 4000 0 5,00% 20.12.2023 31.12.2028
TONI-M EOOD 124620498 SUBSIDIARY 200 57 5,50% 30.6.2023 30.6.2024 subsidies
TONI-M EOOD 124620498 SUBSIDIARY 1000 303 6,00% 22.12.2023 31.12.2028
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 632000 5,00% 26.7.2022/03.01.2023 31.7.2027
CORN STAR OOD 206566256 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 subsidies
CORN STAR OOD 206566256 RELATED PARTY 500 164 5,00% 13.6.2023 31.12.2024
Agra EAD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024
Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024
ALMAGEST EOOD Agria Group Holding AD 148135254 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024
Agria Group Holding AD 148135254 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024
Aris Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 100 40 5,00% 8.2.2023 31.12.2024
BD Agri EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2024
Agra EAD 124690525 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024
BD Farm EOOD KRISTERA AD 103273795 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024
BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6000 0 5,00% 02.07.2018/03.01.2023 31.12.2023
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 11.04.2022/03.01.2023/30.01.2023 1.2.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 01.09.2022/03.01.2023 1.9.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 2500 2500 5,10% 18.11.2022/03.01.2023 31.12.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 250 70 5,10% 1.3.2023 31.12.2024
Bora Invest EOOD 0,00%
Gruver EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.23 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024
Diasvet EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024
Elit 86 EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024
Kehlibar EOOD 0,00%
AG PROPERTY IVEST EOOD AB INVESTMENTS JSG 206405947 UNRELATED PARTY 1476 1476 5,00% 29.3.2022/03.01.2023 31.12.2023
AB INVESTMENTS JSG 206405947 UNRELATED PARTY 978 978 5,00% 12.7.2022/03.01.2023 12.7.2024
AB INVESTMENTS JSG 206405947 UNRELATED PARTY 2738 2738 5,50% 23.05.2023/30.6.2023 16.7.2025
Korn Star OOD
Korn Trade EOOD ECO HERBS EAD 204522624 UNRELATED PARTY 1000 0 2,00% 21.2.2022 31.8.2026
ECO HERBS EAD 204522624 UNRELATED PARTY 2000 0 2,00% 30.3.2022 31.8.2026
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 5400 0 3,00% 28.3.2022 31.12.2023
SILK GAS BG EOOD 200491658 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023
AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024
Kristera Agro KOMERCE EOOD 125044589 UNRELATED PARTY 5000 5000 5,00% 24.09.2021/03.01.2023 31.12.2026
KOMERCE EOOD 125044589 UNRELATED PARTY 5000 1843 5,00% 01.08.2022/03.01.2023 31.12.2026
ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,00% 04.08.2016/04.08.2021 4.8.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 01.11.2018/10.06.2020/03.01.2023 31.12.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 02.08.2021/03.01.2023 31.12.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 1568 5,50% 25.7.2023 31.12.2025
EKO HERBS EAD 204522624 UNRELATED PARTY 4000 1787 5,00% 15.09.2021/03.01.2023 31.8.2026
Kristera AD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 0 5,00% 3.2.2020/03.01.2023 3.2.2025
BORA INVEST EOOD 103794531 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026
BORA INVEST EOOD 103794531 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024
ECO HERBS EAD 204522624 UNRELATED PARTY 6000 3680 5,00% 2.8.2021/03.01.2023 31.8.2026
AGRICORN STAR EAD 204462180 UNRELATED PARTY 1000 1000 5,00% 12.8.2022/03.01.2023 31.8.2027
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 12.1.2023 31.1.2028
AGRICORN STAR EAD 204462180 UNRELATED PARTY 10000 7250 5,00% 20.2.2023 28.2.2033
AGRICORN STAR EAD 204462180 UNRELATED PARTY 7000 0 5,00% 24.7.2023 31.7.2028
BORA ENERGY EOOD 202309677 RELATED PARTY 200 200 5,00% 31.8.2022/03.01.2023 1.9.2024
BORA ENERGY EOOD 202309677 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028
TERRA PROTECT EOOD 202946357 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024
KOMERCE EOOD 125044589 UNRELATED PARTY 2000 1942 5,00% 27.6.2023 30.6.2028
AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2023
SILK GAS BG EOOD NO 0,00%
TERA PROTECT EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 400 0 5,00% 10.08.2020/03.01.2023 10.8.2025
Toni M EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 1118 5,00% 16.12.2019/19.12.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023
FOR 2023 AGRIA GROUP HOLDING JSC
81 Loans granted 31.12.2023
Company Loan granted to UIC
Relationship
subsidiary/related
/unrelated parties
Obligation
amount
Outstanding
principal
Interest
rate Conclusion of contract incl. additional agreements Repayment
date Guarantees
Earmarked loans (if
applicable, specify the
purpose for which the
loan was granted)
specific conditions other
than the listed in par. 9
of Appendix 2 to the
Ordinance
Agria Group Holding AD AGRA EAD 124690525 SUBSIDIARY 200 200 5,50% 30.6.2023 30.6.2024 subsidies
AGRA EAD 124690525 SUBSIDIARY 1000 233 6,00% 22.12.2023 31.12.2028
AGRICORN STAR EAD 204462180 UNRELATED PARTY 460 264 5,50% 30.6.2023 30.6.2024 subsidies
AGRO EOOD 103765583 SUBSIDIARY 300 159 5,50% 30.6.2023 30.6.2024 subsidies
AGRO EOOD 103765583 SUBSIDIARY 1000 369 6,00% 22.12.2023 31.12.2028
ARIS AGRO EOOD 124608460 SUBSIDIARY 100 38 5,50% 30.6.2023 30.6.2024 subsidies
BD AGRI EOOD 103960661 SUBSIDIARY 1000 804 5,50% 30.6.2023 30.6.2024 subsidies
BD FARM EOOD 175429573 SUBSIDIARY 200 82 5,50% 30.6.2023 30.6.2024 subsidies
BORA ENERGY EOOD 202309677 SUBSIDIARY 6500 6500 5,00% 26.5.2016/28.05.2021/01.01.2023 31.5.2026
BORA ENERGY EOOD 202309677 SUBSIDIARY 5000 5000 5,00% 7.3.2022/01.01.2023 31.3.2027
BORA ENERGY EOOD 202309677 SUBSIDIARY 3000 836 5,00% 7.3.2023 31.3.2028
BORA INVEST EOOD 103794531 SUBSIDIARY 5000 2542 5,00% 26.2.2016/25.02.2021/03.01.2023 26.2.2026
GRUVAR EOOD 200673632 SUBSIDIARY 100 0 5,50% 30.6.2023 30.6.2024 subsidies
DIASVET EOOD 117595265 SUBSIDIARY 150 13 5,50% 30.6.2023 30.6.2024 subsidies
ECO HERBS EAD 204522624 UNRELATED PARTY 50 36 5,50% 30.6.2023 30.6.2024 subsidies
ELIT - 86 EOOD 124718585 SUBSIDIARY 100 19 5,50% 30.6.2023 30.6.2024 subsidies
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 2240 2044 5,50% 30.6.2023 30.6.2024 subsidies
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 5000 4980 5,00% 4.1.2022/03.01.2023 31.12.2027
KRISTERA-AGRO EOOD 125506526 SUBSIDIARY 4000 0 5,00% 20.12.2023 31.12.2028
TONI-M EOOD 124620498 SUBSIDIARY 200 57 5,50% 30.6.2023 30.6.2024 subsidies
TONI-M EOOD 124620498 SUBSIDIARY 1000 303 6,00% 22.12.2023 31.12.2028
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 1.3.2022/03.01.2023 1.3.2027
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 2000 5,00% 20.6.2022/03.01.2023 30.6.2027
SILK GAS BG EOOD 200491658 SUBSIDIARY 2000 632000 5,00% 26.7.2022/03.01.2023 31.7.2027
CORN STAR OOD 206566256 RELATED PARTY 900 704 5,50% 30.6.2023 30.6.2024 subsidies
CORN STAR OOD 206566256 RELATED PARTY 500 164 5,00% 13.6.2023 31.12.2024
Agra EAD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3068 5,00% 01.12.2017/02.01.2018/01.09.2018/18.12.2019/14.01.2019/16.12.2019/15.06.2020/30.12.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 08.11.2022/03.01.2023 31.12.2024
Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 390 5,00% 10.12.2019/29.12.2020/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 500 5,00% 19.08.2022/03.01.2023 31.12.2024
ALMAGEST EOOD Agria Group Holding AD 148135254 RELATED PARTY 10000 10000 6,00% 15.3.2023 31.12.2024
Agria Group Holding AD 148135254 RELATED PARTY 3000 181 6,00% 1.12.2023 31.12.2024
Aris Agro EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1300 1300 5,00% 10.04.2020/01.12.2020/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 100 40 5,00% 8.2.2023 31.12.2024
BD Agri EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1500 1500 5,00% 05.05.2020/01.03.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1100 1100 5,00% 20.06.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 2000 5,00% 28.8.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 40 5,00% 10.10.2023 31.12.2024
Agra EAD 124690525 RELATED PARTY 160 160 5,00% 25.7.2023 31.12.2024
BD Farm EOOD KRISTERA AD 103273795 RELATED PARTY 5000 0 5,00% 23.12.2021/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 4500 3643 5,00% 16.11.2017/16.12.2017/02.01.2018/28.12.2018/27.12.2019/29.12.2020/30.12.2021/03.01.2023 31.12.2024
BORA ENERGY EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 6000 0 5,00% 02.07.2018/03.01.2023 31.12.2023
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 11.04.2022/03.01.2023/30.01.2023 1.2.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 200 200 5,10% 01.09.2022/03.01.2023 1.9.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 2500 2500 5,10% 18.11.2022/03.01.2023 31.12.2024
ENERGY SOLAR TECHNOLOGIES JSC 206589858 RELATED PARTY 250 70 5,10% 1.3.2023 31.12.2024
Bora Invest EOOD 0,00%
Gruver EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 4300 5,00% 26.09.2016/05.01.2017/02.01.2018/.02.01.2018/20.12.2021/03.01.23 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 775 5,00% 3.1.2023 31.12.2024
Diasvet EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2500 1918 5,00% 01.08.2022/03.01.2023 31.12.2024
Elit 86 EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 1000 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 1000 354 5,00% 22.11.2022/03.01.2023 31.12.2024
Kehlibar EOOD 0,00%
AG PROPERTY IVEST EOOD AB INVESTMENTS JSG 206405947 UNRELATED PARTY 1476 1476 5,00% 29.3.2022/03.01.2023 31.12.2023
AB INVESTMENTS JSG 206405947 UNRELATED PARTY 978 978 5,00% 12.7.2022/03.01.2023 12.7.2024
AB INVESTMENTS JSG 206405947 UNRELATED PARTY 2738 2738 5,50% 23.05.2023/30.6.2023 16.7.2025
Korn Star OOD
Korn Trade EOOD ECO HERBS EAD 204522624 UNRELATED PARTY 1000 0 2,00% 21.2.2022 31.8.2026
ECO HERBS EAD 204522624 UNRELATED PARTY 2000 0 2,00% 30.3.2022 31.8.2026
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 5400 0 3,00% 28.3.2022 31.12.2023
SILK GAS BG EOOD 200491658 RELATED PARTY 2000 2000 5,00% 04.03.2022/02.01.2023 31.12.2023
AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 1000 978 5,00% 30.7.2022/03.01.2023 30.7.2024
Kristera Agro KOMERCE EOOD 125044589 UNRELATED PARTY 5000 5000 5,00% 24.09.2021/03.01.2023 31.12.2026
KOMERCE EOOD 125044589 UNRELATED PARTY 5000 1843 5,00% 01.08.2022/03.01.2023 31.12.2026
ET KAMEN SHISHKOV 117618493 UNRELATED PARTY 10000 4300 3,00% 04.08.2016/04.08.2021 4.8.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 01.11.2018/10.06.2020/03.01.2023 31.12.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 02.08.2021/03.01.2023 31.12.2024
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 1568 5,50% 25.7.2023 31.12.2025
EKO HERBS EAD 204522624 UNRELATED PARTY 4000 1787 5,00% 15.09.2021/03.01.2023 31.8.2026
Kristera AD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 10000 3478 5,00% 8.8.2016/02.08.2021/03.01.2023 8.8.2026
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 10000 0 5,00% 3.2.2020/03.01.2023 3.2.2025
BORA INVEST EOOD 103794531 RELATED PARTY 1000 1000 5,00% 26.09.2013/23.09.2021/03.01.2023 26.6.2026
BORA INVEST EOOD 103794531 RELATED PARTY 5000 1182 5,00% 1.3.2019/03.01.2023 1.3.2024
ECO HERBS EAD 204522624 UNRELATED PARTY 6000 3680 5,00% 2.8.2021/03.01.2023 31.8.2026
AGRICORN STAR EAD 204462180 UNRELATED PARTY 1000 1000 5,00% 12.8.2022/03.01.2023 31.8.2027
AGRICORN STAR EAD 204462180 UNRELATED PARTY 4000 4000 5,00% 12.1.2023 31.1.2028
AGRICORN STAR EAD 204462180 UNRELATED PARTY 10000 7250 5,00% 20.2.2023 28.2.2033
AGRICORN STAR EAD 204462180 UNRELATED PARTY 7000 0 5,00% 24.7.2023 31.7.2028
BORA ENERGY EOOD 202309677 RELATED PARTY 200 200 5,00% 31.8.2022/03.01.2023 1.9.2024
BORA ENERGY EOOD 202309677 RELATED PARTY 250 250 5,00% 25.11.2022/03.01.2023 31.12.2024
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 10.1.2023 31.1.2025
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 2000 5,00% 1.7.2023 31.7.2025
BORA ENERGY EOOD 202309677 RELATED PARTY 2000 906 5,00% 23.10.2023 31.10.2028
TERRA PROTECT EOOD 202946357 RELATED PARTY 400 249 5,00% 2.12.2022 31.12.2024
KOMERCE EOOD 125044589 UNRELATED PARTY 2000 1942 5,00% 27.6.2023 30.6.2028
AG PROPERTY IVEST EOOD 131362354 RELATED PARTY 2738 2738 5,50% 11.7.2023 31.7.2023
SILK GAS BG EOOD NO 0,00%
TERA PROTECT EOOD AGRIA GROUP HOLDING AD 148135254 RELATED PARTY 400 0 5,00% 10.08.2020/03.01.2023 10.8.2025
Toni M EOOD KRISTERA-AGRO EOOD 125506526 RELATED PARTY 2000 1118 5,00% 16.12.2019/19.12.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 434 5,00% 01.08.2022/03.01.2023 31.12.2024
KRISTERA-AGRO EOOD 125506526 RELATED PARTY 500 200 5,00% 18.9.2023 31.12.2023
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
82
Transactions with related parties
During the past year of 2023 Agria Group Holding AD entered into no large transactions with related parties,
with the exception of ordinary economic activity transactions.
No related party transactions that are outside the usual scope of activity of the issuer or are materially diverging
from market conditions have been entered into.
No events or indicators of unusual nature with regard to the issuer exist.
There is no off-balance-sheet reporting of transactions of Agria Group Holding AD.
Information on the equity stakes held by Agria Group Holding AD in other companies is provided above in the
present Activity report.
As at 31.12.2023 Agria Group Holding AD has the following liabilities to bank loans in:
Company Financing
institution Type of loan Currency
Authorized
amount in
KEUR
Drawn amount
in KEUR -
31.12.2023
Maturity
Agria Group
Holding DSK Bank Working Capital EUR 22 000 15 625 Nov 2024
Agria Group
Holding DSK Bank Working Capital EUR 3 068 2 255 Jun 2024
Agria Group
Holding DSK Bank Investment EUR 2 000 48 Jan 2024
Agria Group
Holding DSK Bank Investment EUR 2 000 24 Feb 2024
Agria Group
Holding DSK Bank Investment EUR 3 068 1 250 Aug 2027
Agria Group
Holding Unicredit Investment EUR 3 000 167 Mar 2024
Agria Group
Holding Unicredit Investment EUR 3 000 453 Feb 2025
Agria Group
Holding Unicredit Investment EUR 2 000 582 Sep 2026
Agria Group
Holding Unicredit Investment EUR 8 200 4 110 Oct 2028
Agria Group
Holding DSK Bank Investment / Working
capital EUR 3 068 2 013 Dec 2026
FOR 2023 AGRIA GROUP HOLDING JSC
82
Transactions with related parties
During the past year of 2023 Agria Group Holding AD entered into no large transactions with related parties,
with the exception of ordinary economic activity transactions.
No related party transactions that are outside the usual scope of activity of the issuer or are materially diverging
from market conditions have been entered into.
No events or indicators of unusual nature with regard to the issuer exist.
There is no off-balance-sheet reporting of transactions of Agria Group Holding AD.
Information on the equity stakes held by Agria Group Holding AD in other companies is provided above in the
present Activity report.
As at 31.12.2023 Agria Group Holding AD has the following liabilities to bank loans in:
Company Financing
institution Type of loan Currency
Authorized
amount in
KEUR
Drawn amount
in KEUR -
31.12.2023
Maturity
Agria Group
Holding DSK Bank Working Capital EUR 22 000 15 625 Nov 2024
Agria Group
Holding DSK Bank Working Capital EUR 3 068 2 255 Jun 2024
Agria Group
Holding DSK Bank Investment EUR 2 000 48 Jan 2024
Agria Group
Holding DSK Bank Investment EUR 2 000 24 Feb 2024
Agria Group
Holding DSK Bank Investment EUR 3 068 1 250 Aug 2027
Agria Group
Holding Unicredit Investment EUR 3 000 167 Mar 2024
Agria Group
Holding Unicredit Investment EUR 3 000 453 Feb 2025
Agria Group
Holding Unicredit Investment EUR 2 000 582 Sep 2026
Agria Group
Holding Unicredit Investment EUR 8 200 4 110 Oct 2028
Agria Group
Holding DSK Bank Investment / Working
capital EUR 3 068 2 013 Dec 2026
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
83
The management of the company’s financial resources is subject to the requirement for achieving maximum
effectiveness, while at the same time meeting the terms of payment agreed with suppliers and clients. This
includes a balanced approach with regard to own and attracted financial resources, which leads to lower
financial costs. The result of such financial resources management policy is the faster reduction of the debt
recovery period versus the debt payment period, which maintains a high liquidity of payments. This leads to the
effective increase of the cash funds of the company and to the possibility of financing investment costs, without
this always being at the expense of a financial resource extended by a bank, which optimises the payment of
interest costs.
The senior management of Agria Group Holding AD, represented by corporate governance, performs a key role
and carries responsibility for the establishment of an internal control system and risk management and carries
out routine monitoring in this direction. The company elaborated a risk management and internal audit system.
The elected Audit Committee applies the principle of rotation in the election of auditor. In view of the dynamics
of the market environment, the risk management system cannot be fully guaranteed, due to which all of the
risks, facing any operating company, cannot be completely eliminated.
Information about used by the company financial instruments as well as related to them risk management policy
is presented in the attachment to the annual financial report of the company.
In 2023 the Company has not issued any securities.
No change has occurred in the basic management principles of the issuer during the reporting period.
There are no arrangements known to the Company, as a result of which future changes may occur in the relative
proportion of shares or bonds held by present shareholders or bondholders.
As at 31.12.2023 the member of the Board of Directors Anna Dimitrova Belchinska owns 1600 shares from the
capital of Agria Group Holding AD.
In 2023 there were no changes in the members of the Board of Directors of Agria Group Holding AD.
There are no pending judicial, administrative or arbitration proceedings, pertaining to liabilities or receivables
of the issuer amounting to at least 10 per cent of its equity.
Agria Group
Holding Interlease Investment EUR 118 59 Jul 2026
Agria Group
Holding Interlease Investment EUR 14 621 13 711 Feb 2030
FOR 2023 AGRIA GROUP HOLDING JSC
83
The management of the company’s financial resources is subject to the requirement for achieving maximum
effectiveness, while at the same time meeting the terms of payment agreed with suppliers and clients. This
includes a balanced approach with regard to own and attracted financial resources, which leads to lower
financial costs. The result of such financial resources management policy is the faster reduction of the debt
recovery period versus the debt payment period, which maintains a high liquidity of payments. This leads to the
effective increase of the cash funds of the company and to the possibility of financing investment costs, without
this always being at the expense of a financial resource extended by a bank, which optimises the payment of
interest costs.
The senior management of Agria Group Holding AD, represented by corporate governance, performs a key role
and carries responsibility for the establishment of an internal control system and risk management and carries
out routine monitoring in this direction. The company elaborated a risk management and internal audit system.
The elected Audit Committee applies the principle of rotation in the election of auditor. In view of the dynamics
of the market environment, the risk management system cannot be fully guaranteed, due to which all of the
risks, facing any operating company, cannot be completely eliminated.
Information about used by the company financial instruments as well as related to them risk management policy
is presented in the attachment to the annual financial report of the company.
In 2023 the Company has not issued any securities.
No change has occurred in the basic management principles of the issuer during the reporting period.
There are no arrangements known to the Company, as a result of which future changes may occur in the relative
proportion of shares or bonds held by present shareholders or bondholders.
As at 31.12.2023 the member of the Board of Directors Anna Dimitrova Belchinska owns 1600 shares from the
capital of Agria Group Holding AD.
In 2023 there were no changes in the members of the Board of Directors of Agria Group Holding AD.
There are no pending judicial, administrative or arbitration proceedings, pertaining to liabilities or receivables
of the issuer amounting to at least 10 per cent of its equity.
Agria Group
Holding Interlease Investment EUR 118 59 Jul 2026
Agria Group
Holding Interlease Investment EUR 14 621 13 711 Feb 2030
ANNUAL INDIVIDUAL ACTIVITY REPORT
FOR 2023 AGRIA GROUP HOLDING JSC
84
INFORMATION IN ACCORDANCE TO ARTICLE 10, ITEM 4 OF ORDINANCE NO. 2 OF FSC
Link to the place on the website of the public company where the internal information under Art. 7 of Regulation
(EU) № 596/2014 on the circumstances that occurred during the respective six months, or link to the news
agency or other media selected by the issuer, through which the company publicly discloses inside information
on market abuse (Regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament
and the Council and Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC of the Commission (OJ, L) 173/1
of 12 June 2014) (Regulation (EU) № 596/2014) on the circumstances that occurred during the past year, or an
electronic reference to the news agency or other media selected by the issuer through which the company
discloses public inside information.
The internal information under Art. 7 of Regulation (EU) № 596/2014 on the circumstances that occurred during
the past year are available on the website of Extras (www.x3news.com), on the website of the Company
(www.agriabg.com), "For investors” section, in the" Financial Statements " submenu and in the "News" section.
Investor Relations Director:
Teodora Ivanova Ivanova
Tel.052/554000; 554014
E-mail t.ivanova@agriabg.com
Address: 111 Knyaz Boris I Blvd., fl.9, Varna
Emil Raykov – Executive member
of the Board of Directors
of Agria Group Holding AD
FOR 2023 AGRIA GROUP HOLDING JSC
84
INFORMATION IN ACCORDANCE TO ARTICLE 10, ITEM 4 OF ORDINANCE NO. 2 OF FSC
Link to the place on the website of the public company where the internal information under Art. 7 of Regulation
(EU) № 596/2014 on the circumstances that occurred during the respective six months, or link to the news
agency or other media selected by the issuer, through which the company publicly discloses inside information
on market abuse (Regulation on market abuse) and repealing Directive 2003/6 / EC of the European Parliament
and the Council and Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC of the Commission (OJ, L) 173/1
of 12 June 2014) (Regulation (EU) № 596/2014) on the circumstances that occurred during the past year, or an
electronic reference to the news agency or other media selected by the issuer through which the company
discloses public inside information.
The internal information under Art. 7 of Regulation (EU) № 596/2014 on the circumstances that occurred during
the past year are available on the website of Extras (www.x3news.com), on the website of the Company
(www.agriabg.com), "For investors” section, in the" Financial Statements " submenu and in the "News" section.
Investor Relations Director:
Teodora Ivanova Ivanova
Tel.052/554000; 554014
E-mail t.ivanova@agriabg.com
Address: 111 Knyaz Boris I Blvd., fl.9, Varna
Emil Raykov – Executive member
of the Board of Directors
of Agria Group Holding AD
85
INFORMATION REGARDING AGRIA GROUP HOLDING AD,
VARNA, UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 OF FSC FOR INITIAL AND
FOLLOWING DISCLOSURE OF INFORMATION FOR PUBLIC OFFERING OF SECURITIES AND
ADMITTING SECURITIES TO TRADING ON A REGULATED MARKET
1. Information regarding securities which were not admitted to trading on a regulated market in the
Republic of Bulgaria or another member state
The capital of Agria Group Holding AD as at 31 December 2023 is BGN 6,800,000 (six million and
eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand)
ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one) each. The
subscribed capital of the Company has been fully paid in and has been entered into the Commercial
Register of the Registry Agency.
The shares in the Company are ordinary, registered, dematerialized, freely transferable conferring
the right to 1 (one) vote in the General Meeting of Shareholders, they confer the same rights to their
holders and are of one class.
Every share confers the right to one vote in the General Meeting of Shareholders in the Company,
right to dividend in the distribution of the profit and right to a liquidation share in the event of
winding up the Company and liquidation of its property in proportion to its nominal value and the
ratio of the share to the overall capital.
The shares of the Company are listed on the Main Market Premium Equities Segment of the
Bulgarian Stock Exchange AD. The stock exchange ticker symbol attached is AGH.
There is no information on securities which are not admitted to trading on a regulated market in the
Republic of Bulgaria or another member state.
2. Information concerning the direct and indirect holding of 5 per cent or more of the voting rights in
the General Meeting of the company, including details about the shareholders, the extent of their
shareholding and the way the shares are held.
As at 31 December 2023 the following shareholders hold shares in the capital of Agria Group Holding
AD, representing 5 per cent or more of the votes in the General Meeting of Shareholders:
Shareholder structure of Agria Group Holding AD as at 31 December 2023
Name/Shareholder’s name Number of shares/votes in GM Percent of capital
Emra EOOD Varna 2 955 500 43.46 % of capital
Equity Investment EOOD Targovishte 1 695 639 24.94 % of capital
Svetlomir Iliev Todorov 697 355 10.26 % of capital
Other legal entities and natural persons 1 451 506 21.34 % of capital
INFORMATION REGARDING AGRIA GROUP HOLDING AD,
VARNA, UNDER SUPPLEMENT No 3 TO Art. 10 FROM ORDINANCE No 2 OF FSC FOR INITIAL AND
FOLLOWING DISCLOSURE OF INFORMATION FOR PUBLIC OFFERING OF SECURITIES AND
ADMITTING SECURITIES TO TRADING ON A REGULATED MARKET
1. Information regarding securities which were not admitted to trading on a regulated market in the
Republic of Bulgaria or another member state
The capital of Agria Group Holding AD as at 31 December 2023 is BGN 6,800,000 (six million and
eight hundred thousand leva), distributed in 6,800,000 (six million and eight hundred thousand)
ordinary, registered, dematerialized, voting shares with par value of BGN 1 (one) each. The
subscribed capital of the Company has been fully paid in and has been entered into the Commercial
Register of the Registry Agency.
The shares in the Company are ordinary, registered, dematerialized, freely transferable conferring
the right to 1 (one) vote in the General Meeting of Shareholders, they confer the same rights to their
holders and are of one class.
Every share confers the right to one vote in the General Meeting of Shareholders in the Company,
right to dividend in the distribution of the profit and right to a liquidation share in the event of
winding up the Company and liquidation of its property in proportion to its nominal value and the
ratio of the share to the overall capital.
The shares of the Company are listed on the Main Market Premium Equities Segment of the
Bulgarian Stock Exchange AD. The stock exchange ticker symbol attached is AGH.
There is no information on securities which are not admitted to trading on a regulated market in the
Republic of Bulgaria or another member state.
2. Information concerning the direct and indirect holding of 5 per cent or more of the voting rights in
the General Meeting of the company, including details about the shareholders, the extent of their
shareholding and the way the shares are held.
As at 31 December 2023 the following shareholders hold shares in the capital of Agria Group Holding
AD, representing 5 per cent or more of the votes in the General Meeting of Shareholders:
Shareholder structure of Agria Group Holding AD as at 31 December 2023
Name/Shareholder’s name Number of shares/votes in GM Percent of capital
Emra EOOD Varna 2 955 500 43.46 % of capital
Equity Investment EOOD Targovishte 1 695 639 24.94 % of capital
Svetlomir Iliev Todorov 697 355 10.26 % of capital
Other legal entities and natural persons 1 451 506 21.34 % of capital
86
3 Details about the shareholders enjoying special control rights and description of those rights.
The Company has no shareholders enjoying special control rights.
4. Agreements between the shareholders which are known to the Company and which can lead to
restrictions regarding transfer of shares or the right to vote.
The Company is not aware of agreements between shareholders which can lead to restrictions
regarding transfer of shares or the right to vote.
5. Substantial contracts entered into by the Company which give rise to action, undergo changes or
are terminated due to a change in control of the Company when having a mandatory tender offering,
and the consequences of those, except in the cases when disclosure of such information may cause
serious damage to the Company; the exception provided for in the preceding sentence does not
apply when the company is obligated to disclose the information by virtue of the law.
The Company has not entered into substantial contracts which give rise to action, undergo changes
or are terminated due to a change in control of the Company when having a mandatory tender
offering.
…………………………………………..
For Agria Group Holding AD
Emil Raykov – BoD Chairman and Executive Director
3 Details about the shareholders enjoying special control rights and description of those rights.
The Company has no shareholders enjoying special control rights.
4. Agreements between the shareholders which are known to the Company and which can lead to
restrictions regarding transfer of shares or the right to vote.
The Company is not aware of agreements between shareholders which can lead to restrictions
regarding transfer of shares or the right to vote.
5. Substantial contracts entered into by the Company which give rise to action, undergo changes or
are terminated due to a change in control of the Company when having a mandatory tender offering,
and the consequences of those, except in the cases when disclosure of such information may cause
serious damage to the Company; the exception provided for in the preceding sentence does not
apply when the company is obligated to disclose the information by virtue of the law.
The Company has not entered into substantial contracts which give rise to action, undergo changes
or are terminated due to a change in control of the Company when having a mandatory tender
offering.
…………………………………………..
For Agria Group Holding AD
Emil Raykov – BoD Chairman and Executive Director
DECLARATION ON CORPORATE
GOVERNANCE
AGRIA GROUP HOLDING JSC
GOVERNANCE
AGRIA GROUP HOLDING JSC
87
DECLARATION ON CORPORATE
GOVERNANCE
The Declaration on Corporate Governance aims to present information to the investors and
interested parties referring to specific actions and measures undertaken by the management of Agria
Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and
good practices in the field of corporate management. The declaration contains information and is
based on the principles and norms for good corporate governance regulated by the Bulgarian
legislation as laid down in the provisions of the National Code for Corporate Governance, Commercial
Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and
other laws and regulations and internationally accepted standards in the field of corporate
management.
In this relation the requirement under Art. 100n (7) from POSA for the preparation and
presentation of a Declaration for corporate governance as part of the Annual report on the operations
of the Company for 2023 should be considered fulfilled.
In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains:
1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding
AD with the National Code for Corporate Governance.
2. Information regarding practices of corporate governance which are applied by the issuer Agria
Group Holding AD in accordance with the National Code for Corporate Governance.
3. Description of the main features of the measures for inside control and risk management of
the issuer Agria Group Holding AD in relation to the financial reporting process.
4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21
April 2004 referring to take over propositions.
5. The composition and functioning of the administrative and managerial bodies of the issuer
Agria Group Holding AD and their Committees.
6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the
administrative and managerial bodies in view of age, gender or education and professional experience,
the targets of the diversity policy, manner of application and results during the reporting period and
in case of non-application of such policy – explanation of the reasons why not applied.
At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March
2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company
registered for trade on the Parallel market of Segment «А» shares on the Bulgarian Stock Exchange AD
with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by
the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the
National Code for Corporate Governance the Company expresses its engagement in keeping the
principles of corporate governance which are part of the document. The Code’s application is based
on the principle “observe and explain” which means that the Company observes the Code and in case
of lapse the corporate management of the Company is expected to clarify the reasons for that.
DECLARATION ON CORPORATE
GOVERNANCE
The Declaration on Corporate Governance aims to present information to the investors and
interested parties referring to specific actions and measures undertaken by the management of Agria
Group Holding AD for keeping the basic principles of the National Code for Corporate Governance and
good practices in the field of corporate management. The declaration contains information and is
based on the principles and norms for good corporate governance regulated by the Bulgarian
legislation as laid down in the provisions of the National Code for Corporate Governance, Commercial
Law, Law on public offering of securities, Accounting Act, Law on Independent Financial Audit and
other laws and regulations and internationally accepted standards in the field of corporate
management.
In this relation the requirement under Art. 100n (7) from POSA for the preparation and
presentation of a Declaration for corporate governance as part of the Annual report on the operations
of the Company for 2023 should be considered fulfilled.
In accordance with Art. 100n (8) from POSA the Declaration on corporate governance contains:
1. Information regarding compliance, as appropriate, on part of the issuer Agria Group Holding
AD with the National Code for Corporate Governance.
2. Information regarding practices of corporate governance which are applied by the issuer Agria
Group Holding AD in accordance with the National Code for Corporate Governance.
3. Description of the main features of the measures for inside control and risk management of
the issuer Agria Group Holding AD in relation to the financial reporting process.
4. Information under Directive 2004/25/EO of the European Parliament and the Council from 21
April 2004 referring to take over propositions.
5. The composition and functioning of the administrative and managerial bodies of the issuer
Agria Group Holding AD and their Committees.
6. Description of the diversity policy applied by the issuer Agria Group Holding AD to the
administrative and managerial bodies in view of age, gender or education and professional experience,
the targets of the diversity policy, manner of application and results during the reporting period and
in case of non-application of such policy – explanation of the reasons why not applied.
At a meeting of the Board of Directors of Agria Group Holding AD, Varna, conducted on 19 March
2008, a resolution was passed Agria Group Holding AD, Varna, in its capacity of public company
registered for trade on the Parallel market of Segment «А» shares on the Bulgarian Stock Exchange AD
with a BSE code AGR, to accept and follow the National Code for Corporate Governance approved by
the Board of Directors of BSE-Sofia AD , by applying and following its main principles. By joining the
National Code for Corporate Governance the Company expresses its engagement in keeping the
principles of corporate governance which are part of the document. The Code’s application is based
on the principle “observe and explain” which means that the Company observes the Code and in case
of lapse the corporate management of the Company is expected to clarify the reasons for that.
88
DECLARATION ON CORPORATE
GOVERNANCE
The Company has announced its decision to adopt and comply with the National Corporate
Governance Code in FSC’s E -REGISTER system for disclosure of regulated information to the
commission by the public companies and other issuers of securities, in the EXTRI system used for
disclosure and filing information, data and documents to BSE, as well as in the X3News system for
disclosure and provision of information to the public.
From the date of joining the National Code for Corporate Governance, the Company carries out
its activity in accordance with the Code’s principles and decrees by conforming, applying and
observing the corporate practices and internationally accepted standards for good corporate
management in its activity. This is achieved by applying the principles for timely information
disclosure; responsibility, independence and transparency of the activities of the corporate
management; protecting shareholders’ rights and equality; respecting the interested parties. The
Company has not deviated from the rules and norms in the Code and has observed and applied the
good practices and principles of the corporate governance.
In accordance with the principle for timely information disclosure, in 2023 the Company disclosed
all regulated information in the time and manner provided for in the POSA and its regulations. The
corporate management created preconditions for transparency in its relationship with investors,
financial media and market analysts. There are rules for inside information and inside persons which
regulate the obligations, manner and responsibility for public disclosure of inside information. In the
website of the Company a section “For investors” can be found which facilitates the access to timely
and up-to- date information for the Company’s investors (shareholders and potential investors), for the
financial media and analysts and also aims to create maximum transparency in their relationship with
the management of Agria Group Holding AD. The management of the Company discloses its
investment program for each financial year to its investors. Investors receive the information in a
timely manner through the website of the company, email and via X3NEWS.
The Company identifies as interested parties all persons who have interest in the economic
prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the
public). The corporate management encourages the partnership between the Company and the
interested parties aiming to achieve higher welfare for all parties and in view of the stable development
of the Company while balancing the interests of all parties involved. The interested parties are
presented with the necessary information regarding the Company’s activities, up -to-date data for its
economic and financial condition and any other activity information which contributes for the right
orientation and decision making. In its interested parties policy the Company complies with the legal
requirements based on the principles of transparence, accountancy and business ethics.
In 2023 the corporate management activity is carried out in compliance with the legal
requirements of POSA and its regulations, the Article of Association of the Company, as well as the
National Code for Corporate Governance. Agria Group Holding AD is a public company with a single-
tier management system. All members of the Board of Directors meet the legal requirements to hold
such a position, and have the required qualifications, knowledge and experience necessary to fulfil it.
DECLARATION ON CORPORATE
GOVERNANCE
The Company has announced its decision to adopt and comply with the National Corporate
Governance Code in FSC’s E -REGISTER system for disclosure of regulated information to the
commission by the public companies and other issuers of securities, in the EXTRI system used for
disclosure and filing information, data and documents to BSE, as well as in the X3News system for
disclosure and provision of information to the public.
From the date of joining the National Code for Corporate Governance, the Company carries out
its activity in accordance with the Code’s principles and decrees by conforming, applying and
observing the corporate practices and internationally accepted standards for good corporate
management in its activity. This is achieved by applying the principles for timely information
disclosure; responsibility, independence and transparency of the activities of the corporate
management; protecting shareholders’ rights and equality; respecting the interested parties. The
Company has not deviated from the rules and norms in the Code and has observed and applied the
good practices and principles of the corporate governance.
In accordance with the principle for timely information disclosure, in 2023 the Company disclosed
all regulated information in the time and manner provided for in the POSA and its regulations. The
corporate management created preconditions for transparency in its relationship with investors,
financial media and market analysts. There are rules for inside information and inside persons which
regulate the obligations, manner and responsibility for public disclosure of inside information. In the
website of the Company a section “For investors” can be found which facilitates the access to timely
and up-to- date information for the Company’s investors (shareholders and potential investors), for the
financial media and analysts and also aims to create maximum transparency in their relationship with
the management of Agria Group Holding AD. The management of the Company discloses its
investment program for each financial year to its investors. Investors receive the information in a
timely manner through the website of the company, email and via X3NEWS.
The Company identifies as interested parties all persons who have interest in the economic
prosperity of Agria Group Holding AD (shareholders, employees, clients, suppliers, banks and the
public). The corporate management encourages the partnership between the Company and the
interested parties aiming to achieve higher welfare for all parties and in view of the stable development
of the Company while balancing the interests of all parties involved. The interested parties are
presented with the necessary information regarding the Company’s activities, up -to-date data for its
economic and financial condition and any other activity information which contributes for the right
orientation and decision making. In its interested parties policy the Company complies with the legal
requirements based on the principles of transparence, accountancy and business ethics.
In 2023 the corporate management activity is carried out in compliance with the legal
requirements of POSA and its regulations, the Article of Association of the Company, as well as the
National Code for Corporate Governance. Agria Group Holding AD is a public company with a single-
tier management system. All members of the Board of Directors meet the legal requirements to hold
such a position, and have the required qualifications, knowledge and experience necessary to fulfil it.
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The functions and obligations of the corporate management, as well as its structure and competence,
comply with the requirements of the Commerce Act, the Articles of Association of the Company, and
the Code. The Board of Directors of the Company manages the Company in accordance with the goals
and vision established by the Company and the interests of the shareholders. In their activities the
members of the Board of Directors are guided by the generally accepted principles of integrity and
managerial and professional competence and avoid and do not allow a real or potential conflict of
interests. The annual report discloses the remuneration of the members of the Board of Directors as
determined by the General Meeting, and this information is easily available to shareholders. The
membership of the Board of Directors guarantees the independent and impartial actions and decisions
of its members. The Board of Directors consists of five members, two of whom are independent within
the meaning of POSA.
Management
The Company has a single-tier management system - a Board of Directors.
Names, functions and remuneration of the members of the corporate management
Agria Group Holding AD, Varna, has a single-tier management system and is managed and
represented by a Board of Directors, which operates under the supervision of the General Meeting.
The remunerations of the members of the Board of Directors are determined in accordance with the
Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved
by the General Meeting of Shareholders. The Remuneration Policy was adopted by the Extraordinary
General Meeting of Shareholders of the company held on 29th September 2020 and was amended by
a resolution of an Ordinary General Meeting of Shareholders of the company held on 29th June 2021
and by a resolution of an Ordinary General Meeting of the company held on 26th June 2023.
Agria Group Holding AD pays the members of the Board of Directors a regular remuneration
which is approved by the General Meeting of Shareholders of the company, taking into account the
obligations and the contribution of each members of the Board of Directors to the activity and the
results of the company, as well as the opportunity recruit and retain qualified and loyal members of
the Board of Directors and compliance of the interests of the members of the Board of Directors with
the long-term interests of the Company to coincide.
DECLARATION ON CORPORATE
GOVERNANCE
The functions and obligations of the corporate management, as well as its structure and competence,
comply with the requirements of the Commerce Act, the Articles of Association of the Company, and
the Code. The Board of Directors of the Company manages the Company in accordance with the goals
and vision established by the Company and the interests of the shareholders. In their activities the
members of the Board of Directors are guided by the generally accepted principles of integrity and
managerial and professional competence and avoid and do not allow a real or potential conflict of
interests. The annual report discloses the remuneration of the members of the Board of Directors as
determined by the General Meeting, and this information is easily available to shareholders. The
membership of the Board of Directors guarantees the independent and impartial actions and decisions
of its members. The Board of Directors consists of five members, two of whom are independent within
the meaning of POSA.
Management
The Company has a single-tier management system - a Board of Directors.
Names, functions and remuneration of the members of the corporate management
Agria Group Holding AD, Varna, has a single-tier management system and is managed and
represented by a Board of Directors, which operates under the supervision of the General Meeting.
The remunerations of the members of the Board of Directors are determined in accordance with the
Remuneration Policy for the members of the Board of Directors of Agria Group Holding AD approved
by the General Meeting of Shareholders. The Remuneration Policy was adopted by the Extraordinary
General Meeting of Shareholders of the company held on 29th September 2020 and was amended by
a resolution of an Ordinary General Meeting of Shareholders of the company held on 29th June 2021
and by a resolution of an Ordinary General Meeting of the company held on 26th June 2023.
Agria Group Holding AD pays the members of the Board of Directors a regular remuneration
which is approved by the General Meeting of Shareholders of the company, taking into account the
obligations and the contribution of each members of the Board of Directors to the activity and the
results of the company, as well as the opportunity recruit and retain qualified and loyal members of
the Board of Directors and compliance of the interests of the members of the Board of Directors with
the long-term interests of the Company to coincide.
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DECLARATION ON CORPORATE
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The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING
AD is not based on the accomplished results.
The amount of the fixed remuneration is in line with main activity of AGRIA GROUP HOLDING
AD and the income from it, and taking into account that as a holding under the meaning of art. 277
and art. 278 of the Commercial Act, the company does not directly carry out its own production or
commercial activity, but the latter depends mainly on the activity and the results of the subsidiary
companies it controls, and the income of the company mainly comprise dividends from subsidiaries
controlled by the latter.
In view of the financial and economic standing of the Company and the certain input of the
members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the
members of the Board of Directors received fixed remunerations, which certain amount was approved
by the General Meeting of Shareholders of the Company. The amount of the permanent monthly
remuneration of the members of the Board of Directors, was determined by a resolution of the
Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 26th June 2023,
is as follows: permanent monthly remuneration of the non-executive members of the Board of
Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive Director in
the amount of BGN 20,000.
The fixed monthly Remunerations for the members of the Board of Directors of AGRIA GROUP
HOLDING AD set by the General Meeting of Shareholders, held on 26 th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and Executive Director Emil
Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
Member of BOD Anna Belchinska BGN 7 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the
members of the Board of Directors of AGRIA GROUP HOLDING AD the following gross remuneration.
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD
received by subsidiaries for 2023 in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD
2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK
GAS BG OOD
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD
received by Agria Group Holding AD for 2023 in BGN:
DECLARATION ON CORPORATE
GOVERNANCE
The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING
AD is not based on the accomplished results.
The amount of the fixed remuneration is in line with main activity of AGRIA GROUP HOLDING
AD and the income from it, and taking into account that as a holding under the meaning of art. 277
and art. 278 of the Commercial Act, the company does not directly carry out its own production or
commercial activity, but the latter depends mainly on the activity and the results of the subsidiary
companies it controls, and the income of the company mainly comprise dividends from subsidiaries
controlled by the latter.
In view of the financial and economic standing of the Company and the certain input of the
members of the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the
members of the Board of Directors received fixed remunerations, which certain amount was approved
by the General Meeting of Shareholders of the Company. The amount of the permanent monthly
remuneration of the members of the Board of Directors, was determined by a resolution of the
Ordinary the General Meeting of Shareholders of AGRIA GROUP HOLDING AD, held on 26th June 2023,
is as follows: permanent monthly remuneration of the non-executive members of the Board of
Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive Director in
the amount of BGN 20,000.
The fixed monthly Remunerations for the members of the Board of Directors of AGRIA GROUP
HOLDING AD set by the General Meeting of Shareholders, held on 26 th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and Executive Director Emil
Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
Member of BOD Anna Belchinska BGN 7 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the
members of the Board of Directors of AGRIA GROUP HOLDING AD the following gross remuneration.
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD
received by subsidiaries for 2023 in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD
2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK
GAS BG OOD
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD
received by Agria Group Holding AD for 2023 in BGN:
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DECLARATION ON CORPORATE
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Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023.:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the
total amount of the remunerations of the members of the Board of Directors of Agria Group Holding
AD for 2023 (constants plus variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total
amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023
(constants plus variables) is 77.50%.
Therefore, fixed remuneration represents a sufficiently large part of the total remuneration
(fixed and variable).
Note: The total amount of the additional remuneration of the members of the Board of
Directors of the company does not include the payment of the independent directors, whose
remuneration is a basic one without additional incentives.
The senior management of Agria Group Holding AD, represented by the corporate
management, performs a key role and is responsible for the establishment of an internal control
system and risk management and carries out routine monitoring in this direction.
Agria Group Holding AD applies diversity policy regarding the administrative and managerial
bodies of the Company in view of age, gender or education and professional experience. The persons
in the administrative and managerial bodies of the issuer possess the required education, professional
qualification, competency and experience to conduct the respective activity and meet the
requirements of the Commercial Law, POSA and other legal norms and regulations referring to such
position and they are selected/respectively hired with no restrictions on age and gender. Through
encouraging diversity, the Company reveals its social engagement with the aim for sustainable
development while observing the legal requirements. The diversity policy is instrumental in the
effective distribution of the functions and obligations of the corporate management while its structure
and competency follow the principles of diversification and diversity within the obligatory professional
and managerial competence and contributes to the effective operation of the holding structure in the
different type of operations of Agria Group Holding AD.
Type of Operations of Agria Group Holding AD
Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business:
● Agribusiness in North-Eastern Bulgaria.
DECLARATION ON CORPORATE
GOVERNANCE
Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023.:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the
total amount of the remunerations of the members of the Board of Directors of Agria Group Holding
AD for 2023 (constants plus variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total
amount of remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023
(constants plus variables) is 77.50%.
Therefore, fixed remuneration represents a sufficiently large part of the total remuneration
(fixed and variable).
Note: The total amount of the additional remuneration of the members of the Board of
Directors of the company does not include the payment of the independent directors, whose
remuneration is a basic one without additional incentives.
The senior management of Agria Group Holding AD, represented by the corporate
management, performs a key role and is responsible for the establishment of an internal control
system and risk management and carries out routine monitoring in this direction.
Agria Group Holding AD applies diversity policy regarding the administrative and managerial
bodies of the Company in view of age, gender or education and professional experience. The persons
in the administrative and managerial bodies of the issuer possess the required education, professional
qualification, competency and experience to conduct the respective activity and meet the
requirements of the Commercial Law, POSA and other legal norms and regulations referring to such
position and they are selected/respectively hired with no restrictions on age and gender. Through
encouraging diversity, the Company reveals its social engagement with the aim for sustainable
development while observing the legal requirements. The diversity policy is instrumental in the
effective distribution of the functions and obligations of the corporate management while its structure
and competency follow the principles of diversification and diversity within the obligatory professional
and managerial competence and contributes to the effective operation of the holding structure in the
different type of operations of Agria Group Holding AD.
Type of Operations of Agria Group Holding AD
Agria Group Holding AD, through its subsidiaries, is engaged in the following types of business:
● Agribusiness in North-Eastern Bulgaria.
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DECLARATION ON CORPORATE
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● Processing industry (storage and processing of grain and oil-bearing cultures) centred in the
towns of Lyaskovets and Ihtiman.
● Trade/export operations - main administrative and logistic centres – towns of Sofia,
Popovo, Devnya, Varna, Dobrich and Ihtiman.
As a company carrying out activities in the public interest, in accordance with the Independent
Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its
competent body (GMS) an Audit Committee, whose members meet the legal requirements for
performing this type of activity and whose activity, functions and reporting is in compliance with the
decrees of the Independent Financial Audit Act.
Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria
Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including
minority and foreign shareholders) and carries out a policy for protection of rights and assistance to
shareholders in exercising their rights by facilitating their effective participation in the work of the
General Meetings by means of timely announcement of the materials for the GMS; implementation of
clear procedures with regard to the convening and carrying out of General Meetings of Shareholders;
preparation of rules regarding the representation of shareholders in the General Meeting; possibility
for participation in the distribution of profits by the Company in the event that the General Meeting
of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor
Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting
shareholders in the exercise of all their rights.
Pursuant to the principles of the National Code for Corporate Government and the good
practices in the field of corporate governance, the corporate management follows a policy of balanced
interaction between shareholders, management and interested parties.
DECLARATION ON CORPORATE
GOVERNANCE
● Processing industry (storage and processing of grain and oil-bearing cultures) centred in the
towns of Lyaskovets and Ihtiman.
● Trade/export operations - main administrative and logistic centres – towns of Sofia,
Popovo, Devnya, Varna, Dobrich and Ihtiman.
As a company carrying out activities in the public interest, in accordance with the Independent
Financial Audit Act, Agria Group Holding AD in its capacity of public company, has elected through its
competent body (GMS) an Audit Committee, whose members meet the legal requirements for
performing this type of activity and whose activity, functions and reporting is in compliance with the
decrees of the Independent Financial Audit Act.
Guided by the principle of shareholders’ rights’ protection, the corporate management of Agria
Group Holding AD guarantees the equal treatment of all the Company’s shareholders (including
minority and foreign shareholders) and carries out a policy for protection of rights and assistance to
shareholders in exercising their rights by facilitating their effective participation in the work of the
General Meetings by means of timely announcement of the materials for the GMS; implementation of
clear procedures with regard to the convening and carrying out of General Meetings of Shareholders;
preparation of rules regarding the representation of shareholders in the General Meeting; possibility
for participation in the distribution of profits by the Company in the event that the General Meeting
of Shareholders adopts a specific resolution on the distribution of dividend. Through the Investor
Relations Director of Agria Group Holding AD the company pursues its overall policy for assisting
shareholders in the exercise of all their rights.
Pursuant to the principles of the National Code for Corporate Government and the good
practices in the field of corporate governance, the corporate management follows a policy of balanced
interaction between shareholders, management and interested parties.
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DECLARATION ON CORPORATE
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Agria Group Holding AD has a working system for inside control and risk management in
place, which guarantees correct identification of risks related to the Company’s activity and supports
their effective management, ensures the adequate functioning of the accountancy and information
disclosure systems.
Inside control components
Control environment
1. Control environment covers the following elements:
a) Communication and embracing honesty and ethical values. Embracing honesty and ethical
values includes actions on behalf of the management to eliminate or diminish the incentives
or temptations, which could suborn the personnel toward dishonest, unlawful or unethical
actions.
b) Competence. Competence means knowledge and skills necessary to execute the tasks
determining the job description of an employee.
c) Participation of the persons occupying operative management positions. The persons
occupying operative management positions significantly influence control awareness in the
company. The responsibilities of the persons working in management include supervision over
the design of the model and the effective functioning of the warning procedures and processes
for reviewing the efficiency of the Company’s inside control.
d) Structure. The establishment of an adequate structure includes taking into consideration the
main fields of competence and responsibilities and adequate hierarchy levels of accountancy
and reporting.
e) Attribution of responsibility and power. Attribution of responsibility and power includes the
policy related to the relevant business practices, knowledge and experience of the main
personnel and resources provided for performing their duties. It also includes the policies and
communications guaranteeing that the personnel understands the goals of the company,
understands how each individual’s actions are connected and contribute to these goals as well
as who and in what manner is held accountable and responsible.
f) Policy and practice related to human resources. The policy and practice related to human
resources reveal important questions in view of Company control awareness. The standards
for selecting the most qualified individuals – focusing on education, former professional
experience, achievements and proof for honesty and ethical conduct, demonstrate the
Company’s engagement to employ competent and promising employees. Promotions based
on periodic assessments of results show Company’s engagement to promote qualified
personnel to more responsible positions.
Company’s risk assessment process
2. For the purposes of financial reporting the Company’s risk assessment process includes the manner
of business risk identification by the management, which risks are essential for the preparation
of a financial statement in accordance with the applicable for the company financial reporting
DECLARATION ON CORPORATE
GOVERNANCE
Agria Group Holding AD has a working system for inside control and risk management in
place, which guarantees correct identification of risks related to the Company’s activity and supports
their effective management, ensures the adequate functioning of the accountancy and information
disclosure systems.
Inside control components
Control environment
1. Control environment covers the following elements:
a) Communication and embracing honesty and ethical values. Embracing honesty and ethical
values includes actions on behalf of the management to eliminate or diminish the incentives
or temptations, which could suborn the personnel toward dishonest, unlawful or unethical
actions.
b) Competence. Competence means knowledge and skills necessary to execute the tasks
determining the job description of an employee.
c) Participation of the persons occupying operative management positions. The persons
occupying operative management positions significantly influence control awareness in the
company. The responsibilities of the persons working in management include supervision over
the design of the model and the effective functioning of the warning procedures and processes
for reviewing the efficiency of the Company’s inside control.
d) Structure. The establishment of an adequate structure includes taking into consideration the
main fields of competence and responsibilities and adequate hierarchy levels of accountancy
and reporting.
e) Attribution of responsibility and power. Attribution of responsibility and power includes the
policy related to the relevant business practices, knowledge and experience of the main
personnel and resources provided for performing their duties. It also includes the policies and
communications guaranteeing that the personnel understands the goals of the company,
understands how each individual’s actions are connected and contribute to these goals as well
as who and in what manner is held accountable and responsible.
f) Policy and practice related to human resources. The policy and practice related to human
resources reveal important questions in view of Company control awareness. The standards
for selecting the most qualified individuals – focusing on education, former professional
experience, achievements and proof for honesty and ethical conduct, demonstrate the
Company’s engagement to employ competent and promising employees. Promotions based
on periodic assessments of results show Company’s engagement to promote qualified
personnel to more responsible positions.
Company’s risk assessment process
2. For the purposes of financial reporting the Company’s risk assessment process includes the manner
of business risk identification by the management, which risks are essential for the preparation
of a financial statement in accordance with the applicable for the company financial reporting
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DECLARATION ON CORPORATE
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framework; assesses their meaning and the likelihood of their occurrence and makes decisions
how to meet and manage them and how to evaluate the results.
3. Risk related to dependable financial reporting including outside and inside events, transactions
and circumstances, which can occur or have negative effect on the ability of the company to
initiate, register, process and report financial data corresponding to the management
statements for genuineness in the financial report. Risk can occur or change due to
circumstances listed below:
• Changes in the operational environment. Changes in legislation or in the operational
environment can lead to change in pressure from the competition and different risks.
• New personnel. New personnel can have different focus on inside control or different
understanding on it.
• New or renovated information systems. Substantial or fast changes in the information
systems can change internal control related risks.
• Fast growth. Substantial and fast expansions of business can limit control and increase the
risk for defect in its operation.
• New technologies. Introducing new technologies in the production processes or
information systems can change internal control risks.
• New business models, products and activities. Introducing new business fields or
transactions and operations with which the company has little experience, can lead to
new risks related to internal control
• Corporate reorganization. Reorganization can be followed by cuts in employments and
changes in supervision and obligations distribution, which can change internal control
risks.
• Expanding business abroad. Expansion or acquisition of businesses abroad lead to new
and often unique risks which can affect internal control, e.g. additional or changed risks
in result of exchange operations.
• New accountancy standards and clarifications. Introducing new accountancy principles or
changes in the accountancy principles can affect risks related to preparation of the
financial statements.
The Company has developed information system including related business processes referring to
financial reporting and communication.
The information system includes infrastructure (physical and hardware components), software,
people, procedures and data and actively uses IT.
DECLARATION ON CORPORATE
GOVERNANCE
framework; assesses their meaning and the likelihood of their occurrence and makes decisions
how to meet and manage them and how to evaluate the results.
3. Risk related to dependable financial reporting including outside and inside events, transactions
and circumstances, which can occur or have negative effect on the ability of the company to
initiate, register, process and report financial data corresponding to the management
statements for genuineness in the financial report. Risk can occur or change due to
circumstances listed below:
• Changes in the operational environment. Changes in legislation or in the operational
environment can lead to change in pressure from the competition and different risks.
• New personnel. New personnel can have different focus on inside control or different
understanding on it.
• New or renovated information systems. Substantial or fast changes in the information
systems can change internal control related risks.
• Fast growth. Substantial and fast expansions of business can limit control and increase the
risk for defect in its operation.
• New technologies. Introducing new technologies in the production processes or
information systems can change internal control risks.
• New business models, products and activities. Introducing new business fields or
transactions and operations with which the company has little experience, can lead to
new risks related to internal control
• Corporate reorganization. Reorganization can be followed by cuts in employments and
changes in supervision and obligations distribution, which can change internal control
risks.
• Expanding business abroad. Expansion or acquisition of businesses abroad lead to new
and often unique risks which can affect internal control, e.g. additional or changed risks
in result of exchange operations.
• New accountancy standards and clarifications. Introducing new accountancy principles or
changes in the accountancy principles can affect risks related to preparation of the
financial statements.
The Company has developed information system including related business processes referring to
financial reporting and communication.
The information system includes infrastructure (physical and hardware components), software,
people, procedures and data and actively uses IT.
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DECLARATION ON CORPORATE
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The information system related to financial reporting includes financial reporting system and consists
of methods and documentation which:
• Identify and reflect all valid transactions and operations;
• Describe in a timely manner the transactions and operation and detailed enough to allow
appropriate classification for the purposes of financial reporting;
• Evaluate the transaction and operation in a manner allowing reflection in a fitting money value
in the financial report;
• Determine the timeframe during which the transactions and operation have arisen so that
their reflection in the relevant financial report can be allowed;
• Present in a fitting manner the transactions and operation and related disclosure in the
financial report.
Control measures
4. Control measures related to audit are categorized as policies and procedures and refer to the
following:
• Reviews on the execution and results. These control measures include reviews and
analyses of the actual results in view of budgets, prognoses and results from previous
periods; binding different data groups – operational or financial, together with
analyses for interconnections and research and corrective measures; comparison of
internal data with external sources of information; review on performance results
grouped by functions and operations.
• Information processing
• Physical controls. They include:
• Physical security of assets, including measures for safekeeping, e.g.
secure facilities and conditions for access to assets and documentation;
• Restricted access to computer programs and files;
• Periodic amount counting and comparing with the amounts reflected in
the control documentation (e.g. comparing the cash counting results
and the results from inventories with the accounting documents)
• Separation of duties. Allocating the responsibilities for transactions and
operations approval, registry and responsibility for the assets to
different persons. The separation of duties aims to decrease the
possibilities for a certain person to be in position to conduct or cover
mistakes or fraud in their usual line of duties.
DECLARATION ON CORPORATE
GOVERNANCE
The information system related to financial reporting includes financial reporting system and consists
of methods and documentation which:
• Identify and reflect all valid transactions and operations;
• Describe in a timely manner the transactions and operation and detailed enough to allow
appropriate classification for the purposes of financial reporting;
• Evaluate the transaction and operation in a manner allowing reflection in a fitting money value
in the financial report;
• Determine the timeframe during which the transactions and operation have arisen so that
their reflection in the relevant financial report can be allowed;
• Present in a fitting manner the transactions and operation and related disclosure in the
financial report.
Control measures
4. Control measures related to audit are categorized as policies and procedures and refer to the
following:
• Reviews on the execution and results. These control measures include reviews and
analyses of the actual results in view of budgets, prognoses and results from previous
periods; binding different data groups – operational or financial, together with
analyses for interconnections and research and corrective measures; comparison of
internal data with external sources of information; review on performance results
grouped by functions and operations.
• Information processing
• Physical controls. They include:
• Physical security of assets, including measures for safekeeping, e.g.
secure facilities and conditions for access to assets and documentation;
• Restricted access to computer programs and files;
• Periodic amount counting and comparing with the amounts reflected in
the control documentation (e.g. comparing the cash counting results
and the results from inventories with the accounting documents)
• Separation of duties. Allocating the responsibilities for transactions and
operations approval, registry and responsibility for the assets to
different persons. The separation of duties aims to decrease the
possibilities for a certain person to be in position to conduct or cover
mistakes or fraud in their usual line of duties.
96
DECLARATION ON CORPORATE
GOVERNANCE
Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the
European Parliament and of the Council dated 21 April 2004 regarding takeover
Para. 1, l. ‘c’ “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 ”
Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of
Directive 2001/34/EC
Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ”
Agria group Holding AD does not have holders of securities with special control rights.
Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a
given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with
the company’s cooperation, the financial rights attaching to securities are separated from the holding
of securities”
There are no restriction on voting rights in Agria Group Holding AD
Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the
amendment of the articles of association”
The rules governing the appointment and replacement of board members and the amendment of the
articles of association are described in the Charter of Agria Group Holding AD
Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ”
The powers of board members are settled in the Constitution documents of Agria Group Holding AD.
Agria Group Holding AD:
Emil Raykov
Executive Director
DECLARATION ON CORPORATE
GOVERNANCE
Information under Art. 10 Para 1 Letters ‘c’, ‘d’, ‘f’, ‘h’ and ‘i’ from Directive 2004/25/EC of the
European Parliament and of the Council dated 21 April 2004 regarding takeover
Para. 1, l. ‘c’ “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 ”
Agria Group Holding AD does not possess direct or indirect shareholdings under Article 85 of
Directive 2001/34/EC
Para. 1, l. ‘d’ “T he holders of any securities with special control rights and a description of those rights ”
Agria group Holding AD does not have holders of securities with special control rights.
Para. 1, l. ‘f’ “A ny restrictions on voting rights, such as limitations of the voting rights of holders of a
given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with
the company’s cooperation, the financial rights attaching to securities are separated from the holding
of securities”
There are no restriction on voting rights in Agria Group Holding AD
Para. 1, l. ‘h’ “T he rules governing the appointment and replacement of board members and the
amendment of the articles of association”
The rules governing the appointment and replacement of board members and the amendment of the
articles of association are described in the Charter of Agria Group Holding AD
Para. 1., l. ‘i’ “T he powers of board members, and in particular the power to issue or buy back shares ”
The powers of board members are settled in the Constitution documents of Agria Group Holding AD.
Agria Group Holding AD:
Emil Raykov
Executive Director
97
REPORT OF THE BOARD OF
DIRECTORS OF AGRIA GROUP HOLDING AD
ON THE APPLICATION OF THE REMUNERATION POLICY FOR THE COMPANY'S MEMBERS
OF THE BOARD OF DIRECTORS, DRAWN UP IN COMPLIANCE WITH THE REQUIREMENTS OF ORDINANCE NO 48 OF
THE FINANCIAL SUPERVISION COMMISSION AS OF 20 TH MARCH 2013 ON THE REQUIREMENTS FOR THE
REMUNERATIONS, ADOPTED BY A RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY’S
SHAREHOLDERS, HELD ON 29 TH SEPTEMBER 2020, AS AMENDED BY A RESOLUTION OF AN ORDINARY GENERAL
MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 29 TH JUNE 2021 AND BY A RESOLUTION OF AN
ORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 26 TH JUNE 2023.
The present report was prepared by the Board of Directors of AGRIA GROUP HOLDING AD in accordance
with the provision of Art. 12 (1) and Art.13 of ORDINANCE № 48 of the Financial Supervision Commission of 20
March 2013 on the Requirements for the Remunerations and constitutes a separate document to the company's
annual financial statements as at 31.12.2023. The report contains a review of the way in which the Remuneration
Policy was enacted during 2023 and herewith is also attached information on the application of the Remuneration
Policy for the next financial year.
1. Information about the decision-making process in elaborating the Remuneration policy, including, if
applicable, information about the term and members of the Remuneration Committee, the name of the
external consultants, whose services have been used in elaborating the Remuneration policy.
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, as well
as any amendments and supplements thereto, is elaborated by the Board of Directors and approved by the General
Meeting of Shareholders. Proposals for the adoption of a remuneration policy, respectively for amendments and /
or supplements therein or for its revision are included and voted as a separate item on the agenda of the General
Meeting of the shareholders of the company. A description and explanation of the significant changes and the way
in which the vote results of the General Meeting have been 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
presented in an Appendix, which is an integral part of the policy, containing a Protocol for amendments or
supplements to the remuneration policy.
The present Policy was developed by the Company's Board of Directors in accordance with the procedure
for adoption of decisions by the corporate board set out in the Company's Articles of Association. Pursuant to the
regulatory requirements, the Policy was adopted by the Extraordinary General Meeting of Shareholders of AGRIA
GROUP HOLDING AD, held on 29 th September 2020 and was amended by a resolution of an Ordinary General
Meeting of Shareholders of Agria Group Holding AD held on 29 th June 2021 and by a resolution of an Ordinary
General Meeting of Shareholders of Agria Group Holding AD held on 26 th June 2023. All legal requirements and
recommendation of the National Corporate Governance Code were taken into account in the development of the
Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD.
Under the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, the company has not set up a remuneration committee. When developing the Remuneration policy,
the Board of Directors of AGRIA GROUP HOLDING AD have not used external consultants.
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD aims
to provide objective criteria for determining the corporate board's remuneration of the company with a view to
attracting and retaining qualified and loyal members of the board and motivating them to work for the benefit of
the company and its shareholders, as to avoid potential and actual conflicts of interest.
REPORT OF THE BOARD OF
DIRECTORS OF AGRIA GROUP HOLDING AD
ON THE APPLICATION OF THE REMUNERATION POLICY FOR THE COMPANY'S MEMBERS
OF THE BOARD OF DIRECTORS, DRAWN UP IN COMPLIANCE WITH THE REQUIREMENTS OF ORDINANCE NO 48 OF
THE FINANCIAL SUPERVISION COMMISSION AS OF 20 TH MARCH 2013 ON THE REQUIREMENTS FOR THE
REMUNERATIONS, ADOPTED BY A RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY’S
SHAREHOLDERS, HELD ON 29 TH SEPTEMBER 2020, AS AMENDED BY A RESOLUTION OF AN ORDINARY GENERAL
MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 29 TH JUNE 2021 AND BY A RESOLUTION OF AN
ORDINARY GENERAL MEETING OF THE COMPANY’S SHAREHOLDERS HELD ON 26 TH JUNE 2023.
The present report was prepared by the Board of Directors of AGRIA GROUP HOLDING AD in accordance
with the provision of Art. 12 (1) and Art.13 of ORDINANCE № 48 of the Financial Supervision Commission of 20
March 2013 on the Requirements for the Remunerations and constitutes a separate document to the company's
annual financial statements as at 31.12.2023. The report contains a review of the way in which the Remuneration
Policy was enacted during 2023 and herewith is also attached information on the application of the Remuneration
Policy for the next financial year.
1. Information about the decision-making process in elaborating the Remuneration policy, including, if
applicable, information about the term and members of the Remuneration Committee, the name of the
external consultants, whose services have been used in elaborating the Remuneration policy.
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD, as well
as any amendments and supplements thereto, is elaborated by the Board of Directors and approved by the General
Meeting of Shareholders. Proposals for the adoption of a remuneration policy, respectively for amendments and /
or supplements therein or for its revision are included and voted as a separate item on the agenda of the General
Meeting of the shareholders of the company. A description and explanation of the significant changes and the way
in which the vote results of the General Meeting have been 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
presented in an Appendix, which is an integral part of the policy, containing a Protocol for amendments or
supplements to the remuneration policy.
The present Policy was developed by the Company's Board of Directors in accordance with the procedure
for adoption of decisions by the corporate board set out in the Company's Articles of Association. Pursuant to the
regulatory requirements, the Policy was adopted by the Extraordinary General Meeting of Shareholders of AGRIA
GROUP HOLDING AD, held on 29 th September 2020 and was amended by a resolution of an Ordinary General
Meeting of Shareholders of Agria Group Holding AD held on 29 th June 2021 and by a resolution of an Ordinary
General Meeting of Shareholders of Agria Group Holding AD held on 26 th June 2023. All legal requirements and
recommendation of the National Corporate Governance Code were taken into account in the development of the
Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD.
Under the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, the company has not set up a remuneration committee. When developing the Remuneration policy,
the Board of Directors of AGRIA GROUP HOLDING AD have not used external consultants.
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD aims
to provide objective criteria for determining the corporate board's remuneration of the company with a view to
attracting and retaining qualified and loyal members of the board and motivating them to work for the benefit of
the company and its shareholders, as to avoid potential and actual conflicts of interest.
98
During the reporting financial year AGRIA GROUP HOLDING AD has implemented the Remuneration policy
for the members of the Board of Directors pursuant to the regulatory requirements for public companies, the
objectives, long-term interests and development strategy of the company, as well as its financial and economic
standing in the context of the national and European economic environment, as taking into account the
recommendations of the National Corporate Governance Code.
AGRIA GROUP HOLDING AD has disclosed the Remuneration policy for the members of the Board of
Directors through publishing it on the corporate website of the company.
2. Information about the relative weight of the variable and fixed remuneration of the members of
management and controlling bodies
Pursuant to the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, during the reporting financial year the Company paid to the members of the Board of Directors fixed
remuneration, which certain amount has been approved by the General Meeting of Shareholders of the Company
and considered:
1.1. The obligations and contribution of each member of the Board of Directors in the operations and
results of the company;
1.2. The opportunity of recruiting and retaining qualified and loyal members of the Board of Directors;
1.3. Compliance of the interests of the Board members with the long-term interests of the company.
The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD is not
based on the accomplished results. The volume of the fixed remuneration is in line with main activity of AGRIA
GROUP HOLDING AD and the income from it, and taking into account that as a holding under the meaning of art.
277 and art. 278 of the Commercial Act, the income of the company mainly comprise dividents from subsidiaries
controlled by the latter.
In view of the financial and economic standing of the Company and the certain input of the members of
the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board of
Directors received fixed remunerations, which certain amount was approved by the General Meeting of
Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board
of Directors, was determined by a resolution of the Ordinary the General Meeting of Shareholders of AGRIA GROUP
HOLDING AD, held on 26 th June 2023, is as follows: permanent monthly remuneration of the non-executive
members of the Board of Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive
Director in the amount of BGN 20,000.
Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General
Meeting of Shareholders, held on 26th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and Executive Director Emil
Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
Member of BOD Anna Belchinska BGN 7 000
During the reporting financial year AGRIA GROUP HOLDING AD has implemented the Remuneration policy
for the members of the Board of Directors pursuant to the regulatory requirements for public companies, the
objectives, long-term interests and development strategy of the company, as well as its financial and economic
standing in the context of the national and European economic environment, as taking into account the
recommendations of the National Corporate Governance Code.
AGRIA GROUP HOLDING AD has disclosed the Remuneration policy for the members of the Board of
Directors through publishing it on the corporate website of the company.
2. Information about the relative weight of the variable and fixed remuneration of the members of
management and controlling bodies
Pursuant to the Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, during the reporting financial year the Company paid to the members of the Board of Directors fixed
remuneration, which certain amount has been approved by the General Meeting of Shareholders of the Company
and considered:
1.1. The obligations and contribution of each member of the Board of Directors in the operations and
results of the company;
1.2. The opportunity of recruiting and retaining qualified and loyal members of the Board of Directors;
1.3. Compliance of the interests of the Board members with the long-term interests of the company.
The fixed remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD is not
based on the accomplished results. The volume of the fixed remuneration is in line with main activity of AGRIA
GROUP HOLDING AD and the income from it, and taking into account that as a holding under the meaning of art.
277 and art. 278 of the Commercial Act, the income of the company mainly comprise dividents from subsidiaries
controlled by the latter.
In view of the financial and economic standing of the Company and the certain input of the members of
the Board of Directors of AGRIA GROUP HOLDING AD, during the reporting 2023 the members of the Board of
Directors received fixed remunerations, which certain amount was approved by the General Meeting of
Shareholders of the Company. The amount of the permanent monthly remuneration of the members of the Board
of Directors, was determined by a resolution of the Ordinary the General Meeting of Shareholders of AGRIA GROUP
HOLDING AD, held on 26 th June 2023, is as follows: permanent monthly remuneration of the non-executive
members of the Board of Directors in the amount of BGN 7,000; permanent monthly remuneration of the Executive
Director in the amount of BGN 20,000.
Remunerations for the members of the Board of Directors of AGRIA GROUP HOLDING AD set by the General
Meeting of Shareholders, held on 26th June 2023:
Position Full monthly
remuneration in BGN
Executive member of BoD and Executive Director Emil
Raykov
BGN 20 000
Member of BOD Deyan Ovcharov BGN 7 000
Member of BOD Stanimir Buzhev BGN 7 000
Member of BOD Daniela Taneva BGN 7 000
Member of BOD Anna Belchinska BGN 7 000
99
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the members of the Board
of Directors of AGRIA GROUP HOLDING AD the following gross remuneration.
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by
subsidiaries for 2023 in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD
2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK GAS BG OOD
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by Agria
Group Holding AD for 2023 in BGN:
Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023.:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the total amount
of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants
plus variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total amount of
remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 77.50%.
Therefore, fixed remuneration represents a sufficiently large part of the total remuneration (fixed and
variable).
Note: The total amount of the additional remuneration of the members of the Board of Directors of the
company does not include the payment of the independent directors, whose remuneration is a basic one
without additional incentives.
3. Information about the criteria for accomplished results, based on which, stock options, stocks of the
Company or other types of variable remuneration are provided and an explanation how the criteria under
Art. 14, Para 2 and 3 from Ordinance № 48 contribute to the long-term interests of the Company
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does
not provide an option for granting company stocks, stock options and other appropriate financial instruments.
The Remuneration policy of AGRIA GROUP HOLDING AD provide an option for additional variable
remuneration to the members of the Board of Directors of Agria Group Holding AD. The total amount of the
additional variable remuneration to the members of the Board of Directors (except for the independent directors
who receive only base remuneration without additional incentives) is determed with a view to the financial-
econonomic standing of the company, the input of the members of the Board of Directors and the accomplished
results.
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid to the members of the Board
of Directors of AGRIA GROUP HOLDING AD the following gross remuneration.
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by
subsidiaries for 2023 in BGN:
1. ANNA DIMITROVA BELCHINSKA 320 323,82 by KORN TRADE EOOD
2. STANIMIR RUSEV BUZHEV 209 325,00 by KRISTERA AD and SILK GAS BG OOD
TOTAL: 529 648,82
Gross remuneration of the members of the Board of Directors of AGRIA GROUP HOLDING AD received by Agria
Group Holding AD for 2023 in BGN:
Permanent
remuneration
Additional
remuneration
Total
remuneration
for 2023.:
1. EMIL VESELINOV RAYKOV 180 000,00 600 000,00 780 000,00
2. DEYAN ROSENOV OVCHAROV 66 000,00 66 000,00
3. STANIMIR RUSEV BUZHEV 66 000,00 200 000,00 266 000,00
4. DANIELA DIMITROVA TANEVA 66 000,00 66 000,00
5. ANNA DIMITROVA BELCHINSKA 66 000,00 200 000,00 266 000,00
TOTAL: 444 000,00 1 000 000,00 1 444 000,00
The percentage ratio of the total amount of the permanent remunerations compared to the total amount
of the remunerations of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants
plus variables) is 22.50%.
The percentage ratio of the total amount of variable remuneration compared to the total amount of
remuneration of the members of the Board of Directors of Agria Group Holding AD for 2023 (constants plus
variables) is 77.50%.
Therefore, fixed remuneration represents a sufficiently large part of the total remuneration (fixed and
variable).
Note: The total amount of the additional remuneration of the members of the Board of Directors of the
company does not include the payment of the independent directors, whose remuneration is a basic one
without additional incentives.
3. Information about the criteria for accomplished results, based on which, stock options, stocks of the
Company or other types of variable remuneration are provided and an explanation how the criteria under
Art. 14, Para 2 and 3 from Ordinance № 48 contribute to the long-term interests of the Company
The Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD does
not provide an option for granting company stocks, stock options and other appropriate financial instruments.
The Remuneration policy of AGRIA GROUP HOLDING AD provide an option for additional variable
remuneration to the members of the Board of Directors of Agria Group Holding AD. The total amount of the
additional variable remuneration to the members of the Board of Directors (except for the independent directors
who receive only base remuneration without additional incentives) is determed with a view to the financial-
econonomic standing of the company, the input of the members of the Board of Directors and the accomplished
results.
100
The criteria for achieved results are subject to encourage the stability of the Company in the long term and
to also include non-financial indicators, which are essential for the long-term activity of the Company, for example
compliance with the applicable rules and procedures.
4. Clarifications regarding the applied methods for assessment whether the criteria for accomplished results
have been achieved
According to the Remuneration policy for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, the members of the Board of Directors of Agria Group Holding AD can receive additional variable
remunerations, which total amount depends on the financial-economic standing ot the company, the input of the
members of BoD and the accomplished results of the activity. The variable remuneration is determined by the
accomplished results of the activity on a consolidated basis. The total amount of the additional remuneration of
the members of the Company’s Board of Directors (with the exception of th e independent directors, whose
remuneration is only fixed without additional incentives) is no more than 3% (three percent) of the net
consolidated profit of Agria Group Holding AD for the corresponding financial year. The amount of the additional
remuneration proposed as a maximum is based on the consolidated financial results, as the holding company does
not directly engage in commercial activities but depends on the activity and results of its subsidiaries.
The variable remuneration of the members of the Board of Directors is accrued and paid in compliance
with financial and non-financial criteria for achieved results. The criteria for achieved results should promote the
long-term stability of the company and include non-financial indicators that are relevant for the long-term activity
of the company, such as compliance with applicable rules and procedures.
The criteria related to financial indicators are selected in accordance with how they reflect the creation of
value by the Company and how this relates to the market capitalization. Financial indicators may include criteria
related to consolidated profit before taxes, interest and depreciation, growth in consolidated income, consolidated
profit, efficiency and value of new business. The non-financial criteria are related to the clients egagements and
employees of the company, operational efficiency and corporate social responsibility, contributing to the stable
and sustainable development of the Company and the holding group in economic, social and environmental
aspects.
The regular remuneration must represent a sufficiently large proportion of the total remuneration so as to
allow the company to apply a flexible policy on variable remuneration, including the option not to pay when the
criteria for achieved results are not met and where there is a significant deterioration in the company's financial
situation.
5. Clarification regarding the correlation between the remuneration and the accomplished results
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration to the
Executive director in the amount of BGN 600 000.00 which amount of additional remuneration was determined by
the General Meeting of Shareholders held on 26 th June 2023.
The variable remuneration is formed on the basis of achieved consolidated financial results, as the holding
company does not perform direct commercial activity as it depends on the activity and results of its subsidiaries,
subject to the upper limit of not more than 3% (three percent) of net consolidated profit for the financial year 2022
of Agria Group Holding AD.
The criteria for achieved results are subject to encourage the stability of the Company in the long term and
to also include non-financial indicators, which are essential for the long-term activity of the Company, for example
compliance with the applicable rules and procedures.
4. Clarifications regarding the applied methods for assessment whether the criteria for accomplished results
have been achieved
According to the Remuneration policy for the members of the Board of Directors of AGRIA GROUP
HOLDING AD, the members of the Board of Directors of Agria Group Holding AD can receive additional variable
remunerations, which total amount depends on the financial-economic standing ot the company, the input of the
members of BoD and the accomplished results of the activity. The variable remuneration is determined by the
accomplished results of the activity on a consolidated basis. The total amount of the additional remuneration of
the members of the Company’s Board of Directors (with the exception of th e independent directors, whose
remuneration is only fixed without additional incentives) is no more than 3% (three percent) of the net
consolidated profit of Agria Group Holding AD for the corresponding financial year. The amount of the additional
remuneration proposed as a maximum is based on the consolidated financial results, as the holding company does
not directly engage in commercial activities but depends on the activity and results of its subsidiaries.
The variable remuneration of the members of the Board of Directors is accrued and paid in compliance
with financial and non-financial criteria for achieved results. The criteria for achieved results should promote the
long-term stability of the company and include non-financial indicators that are relevant for the long-term activity
of the company, such as compliance with applicable rules and procedures.
The criteria related to financial indicators are selected in accordance with how they reflect the creation of
value by the Company and how this relates to the market capitalization. Financial indicators may include criteria
related to consolidated profit before taxes, interest and depreciation, growth in consolidated income, consolidated
profit, efficiency and value of new business. The non-financial criteria are related to the clients egagements and
employees of the company, operational efficiency and corporate social responsibility, contributing to the stable
and sustainable development of the Company and the holding group in economic, social and environmental
aspects.
The regular remuneration must represent a sufficiently large proportion of the total remuneration so as to
allow the company to apply a flexible policy on variable remuneration, including the option not to pay when the
criteria for achieved results are not met and where there is a significant deterioration in the company's financial
situation.
5. Clarification regarding the correlation between the remuneration and the accomplished results
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration to the
Executive director in the amount of BGN 600 000.00 which amount of additional remuneration was determined by
the General Meeting of Shareholders held on 26 th June 2023.
The variable remuneration is formed on the basis of achieved consolidated financial results, as the holding
company does not perform direct commercial activity as it depends on the activity and results of its subsidiaries,
subject to the upper limit of not more than 3% (three percent) of net consolidated profit for the financial year 2022
of Agria Group Holding AD.
101
6. Base remunerations and justification of the annual scheme for bonus payments and/or all other non-
monetary additional remunerations
The General Meeting of Shareholders convened on 16 July 2014, the General Meeting of Shareholders
convened on 16 July 2015, the General Meeting of Shareholders convened on 22 June 2016, the General Meeting
of Shareholders convened on 27 June 2017, the General Meeting of Shareholders convened on 25 June 2018, the
General Meeting of Shareholders convened on 19 June 2019 and the General Meeting of Shareholders convened
on 29 July 2020, the General Meeting of Shareholders convened on 29 June 2021, the General Meeting of
Shareholders convened on 28 th June 2022 and the General Meeting of Shareholders convened on 26 th Juny 2023
did not determine additional remuneration to the members of the Board of Directors of AGRIA GROUP HOLDING
AD through payment of bonuses and/or other non-monetary additional remunerations to the members of the
company's corporate board.
7. Description of the main characteristics of the scheme for additional voluntary retirement insurance and
information about the paid and/or due contributions by the Company in favor of the Director for the
respective financial year, when applicable
In terms of members of the Board of Directors of AGRIA GROUP HOLDING AD, there is no commitment on
the part of the company in respect of additional voluntary pension insurance for board members and the company
does not have liabilities for payment of contributions in favour of the directors for the reporting financial year.
8. Information regarding the deferment period for payment of variable remunerations
The option for deferred payment of variable remunerations is in accordance with the mandatory provisions
of the regulatory framework in force.
9. Information about the compensation policy upon contract termination
Under the Remuneration policy of Agria Group Holding AD, the maximum amount of compensation
payable by the company, other than the compensation payable by law (where applicable) in event of early
termination of the contract with a member of the Board of Directors of Agria Group Holding AD, representing the
company according to an entry in the Commercial Register at the Registry Agency, may not exceed the total
amount of gross monthly remuneration payabe to them for the remainder of the period, but not more than 12
months. The amount of the compensation shall be fixed in the contract or an agreement between the parties and
shall not exceed the amount specified in Remuneration policy. The Company is not liable for compensation in event
of termination of a contract with a member of the Board of Directors of Agria Group Holding AD due to expiration
and non-renewal of the term the member was elected for. The Company is not liable for compensetaion in event
of early termination of the contract with a member of the BoD of Agria Group Holding AD due to failure to comply
with the clause, which forbids the carry out of a competitive activity, or other failure to fulfill an obligation under
the contract with a member of the BoD of the Company. During the reporting financial 2023 year a contract with
a member of the Board of Directors has not been terminated.
10. Information about the period, during which the stocks cannot be transferred and the options on stocks
cannot be exercised, concerning variable remuneration, based on stocks
The current Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD
does not provide such option.
6. Base remunerations and justification of the annual scheme for bonus payments and/or all other non-
monetary additional remunerations
The General Meeting of Shareholders convened on 16 July 2014, the General Meeting of Shareholders
convened on 16 July 2015, the General Meeting of Shareholders convened on 22 June 2016, the General Meeting
of Shareholders convened on 27 June 2017, the General Meeting of Shareholders convened on 25 June 2018, the
General Meeting of Shareholders convened on 19 June 2019 and the General Meeting of Shareholders convened
on 29 July 2020, the General Meeting of Shareholders convened on 29 June 2021, the General Meeting of
Shareholders convened on 28 th June 2022 and the General Meeting of Shareholders convened on 26 th Juny 2023
did not determine additional remuneration to the members of the Board of Directors of AGRIA GROUP HOLDING
AD through payment of bonuses and/or other non-monetary additional remunerations to the members of the
company's corporate board.
7. Description of the main characteristics of the scheme for additional voluntary retirement insurance and
information about the paid and/or due contributions by the Company in favor of the Director for the
respective financial year, when applicable
In terms of members of the Board of Directors of AGRIA GROUP HOLDING AD, there is no commitment on
the part of the company in respect of additional voluntary pension insurance for board members and the company
does not have liabilities for payment of contributions in favour of the directors for the reporting financial year.
8. Information regarding the deferment period for payment of variable remunerations
The option for deferred payment of variable remunerations is in accordance with the mandatory provisions
of the regulatory framework in force.
9. Information about the compensation policy upon contract termination
Under the Remuneration policy of Agria Group Holding AD, the maximum amount of compensation
payable by the company, other than the compensation payable by law (where applicable) in event of early
termination of the contract with a member of the Board of Directors of Agria Group Holding AD, representing the
company according to an entry in the Commercial Register at the Registry Agency, may not exceed the total
amount of gross monthly remuneration payabe to them for the remainder of the period, but not more than 12
months. The amount of the compensation shall be fixed in the contract or an agreement between the parties and
shall not exceed the amount specified in Remuneration policy. The Company is not liable for compensation in event
of termination of a contract with a member of the Board of Directors of Agria Group Holding AD due to expiration
and non-renewal of the term the member was elected for. The Company is not liable for compensetaion in event
of early termination of the contract with a member of the BoD of Agria Group Holding AD due to failure to comply
with the clause, which forbids the carry out of a competitive activity, or other failure to fulfill an obligation under
the contract with a member of the BoD of the Company. During the reporting financial 2023 year a contract with
a member of the Board of Directors has not been terminated.
10. Information about the period, during which the stocks cannot be transferred and the options on stocks
cannot be exercised, concerning variable remuneration, based on stocks
The current Remuneration policy for the members of the Board of Directors of AGRIA GROUP HOLDING AD
does not provide such option.
102
11. Information about the policy for retaining a definite number of shares until the end of the term of the
members of the management and controlling bodies after expiration of the period under item 10
The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING
AD does not provide such option.
12. Information about the contracts of the members of the management and controlling bodies, including the
term of each contract, the notice period for termination and details regarding the compensations and/or
other due payments in the event of early termination
The Contracts with all members of the Board of Directors are entered for a period of five years as of July
2020. Information on compensations and/or other payments due in the event of early termination are presented
in Item 9 of the present Report
13. Full amount of the remuneration and other incentives of the members of the management and controlling
bodies for the respective financial year
For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members
of the company's Board of Directors:
Position gross annual remuneration in
BGN for 2023
Executive member of BoD and Executive Director
Emil Raykov
BGN 180 000
Member of BOD Deyan Ovcharov BGN 66 000
Member of BOD Stanimir Buzhev BGN 66 000
Member of BOD Daniela Taneva BGN 66 000
Member of BOD Anna Belchinska BGN 66 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for
2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members
of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of
Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional
remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount
of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in
amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova
Belchinska in amount of BGN 200 000,00.
14. Information about the remuneration of each person, who has been a member of a management or
controlling body of a public company for a certain period in the respective financial year:
a) full amount of the paid and/or accrued remuneration of the person for the respective financial year
For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members
of the company's Board of Directors:
Position Gross annual
remuneration in BGN for 2023
Executive member of BoD and Executive Director
Emil Raykov
BGN 180 000
11. Information about the policy for retaining a definite number of shares until the end of the term of the
members of the management and controlling bodies after expiration of the period under item 10
The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING
AD does not provide such option.
12. Information about the contracts of the members of the management and controlling bodies, including the
term of each contract, the notice period for termination and details regarding the compensations and/or
other due payments in the event of early termination
The Contracts with all members of the Board of Directors are entered for a period of five years as of July
2020. Information on compensations and/or other payments due in the event of early termination are presented
in Item 9 of the present Report
13. Full amount of the remuneration and other incentives of the members of the management and controlling
bodies for the respective financial year
For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members
of the company's Board of Directors:
Position gross annual remuneration in
BGN for 2023
Executive member of BoD and Executive Director
Emil Raykov
BGN 180 000
Member of BOD Deyan Ovcharov BGN 66 000
Member of BOD Stanimir Buzhev BGN 66 000
Member of BOD Daniela Taneva BGN 66 000
Member of BOD Anna Belchinska BGN 66 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for
2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members
of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of
Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional
remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount
of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in
amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova
Belchinska in amount of BGN 200 000,00.
14. Information about the remuneration of each person, who has been a member of a management or
controlling body of a public company for a certain period in the respective financial year:
a) full amount of the paid and/or accrued remuneration of the person for the respective financial year
For 2023 the following remunerations have been calculated from Agria Group Holding AD to the members
of the company's Board of Directors:
Position Gross annual
remuneration in BGN for 2023
Executive member of BoD and Executive Director
Emil Raykov
BGN 180 000
103
Member of BOD Deyan Ovcharov BGN 66 000
Member of BOD Stanimir Buzhev BGN 66 000
Member of BOD Daniela Taneva BGN 66 000
Member of BOD Anna Belchinska BGN 66 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for
2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members
of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of
Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional
remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount
of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in
amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova
Belchinska in amount of BGN 200 000,00.
In 2023 members of the Company' s Board of Directors have not received non-monetary benefits. The
company does not have deferred or contingent liabilities arising during the year, even if the remuneration is due
at a later stage
As of 31.12.2023 AGRIA GROUP HOLDING AD does not owe amounts for payment of pensions or retirement
benefits.
b) remuneration and other material and non-material incentives received by the person from companies
belonging to the same group
Name Position gross remuneration in BGN
for 2023
Anna Belchinska Manager of Korn Trade
EOOD
320 323.82
Stanimir Buzhev Executive Director of
Kristera AD
209 325.00
c) remuneration received by the person in the form of distribution of profit and/or bonuses and the reasons
for their payment
In 2023 no member of the Board of Directors of AGRIA GROUP HOLDING AD has received remuneration
from the Company in the form of profit distribution and/or other bonuses from AGRIA GROUP HOLDING AD.
d) any additional payments for services provided by the person beyond his usual functions when such
payments are permitted under contract concluded with him
The contracts with the members of the Board of Directors of AGRIA GROUP HOLDING AD do not provide
payment for services beyond their usual functions.
e) paid and/or accrued compensation on the occasion of termination of duties during the past financial year
In 2023 compensations have not been paid and/or accrued on the occasion of termination of the functions
of the Board of Directors of AGRIA GROUP HOLDING AD.
f) overall assessment of all non-cash benefits, treated as remuneration, except for those pointed out under
letters “a” - “e”
Member of BOD Deyan Ovcharov BGN 66 000
Member of BOD Stanimir Buzhev BGN 66 000
Member of BOD Daniela Taneva BGN 66 000
Member of BOD Anna Belchinska BGN 66 000
During the reporting financial year 2023 AGRIA GROUP HOLDING AD have paid additional remuneration for
2022 to the members of the Board of Directors in total amount of BGN 1 000 000.00 divided between the members
of the Board of Directors in accordance with the adopted Remuneration Policy for the members of the Board of
Directors of Agria Group Holding AD along with all adopted amendments of the latter, as follows: additional
remuneration of the Chairman of the Board of Directors and Executive Director Emil Veselinov Raykov in amount
of BGN 600 000,00; additional remuneration of the member of the Board of Directors Stanimir Rusev Buzhev in
amount of BGN 200 000,00; additional remuneration of the member of the Board of Directors Anna Dimitrova
Belchinska in amount of BGN 200 000,00.
In 2023 members of the Company' s Board of Directors have not received non-monetary benefits. The
company does not have deferred or contingent liabilities arising during the year, even if the remuneration is due
at a later stage
As of 31.12.2023 AGRIA GROUP HOLDING AD does not owe amounts for payment of pensions or retirement
benefits.
b) remuneration and other material and non-material incentives received by the person from companies
belonging to the same group
Name Position gross remuneration in BGN
for 2023
Anna Belchinska Manager of Korn Trade
EOOD
320 323.82
Stanimir Buzhev Executive Director of
Kristera AD
209 325.00
c) remuneration received by the person in the form of distribution of profit and/or bonuses and the reasons
for their payment
In 2023 no member of the Board of Directors of AGRIA GROUP HOLDING AD has received remuneration
from the Company in the form of profit distribution and/or other bonuses from AGRIA GROUP HOLDING AD.
d) any additional payments for services provided by the person beyond his usual functions when such
payments are permitted under contract concluded with him
The contracts with the members of the Board of Directors of AGRIA GROUP HOLDING AD do not provide
payment for services beyond their usual functions.
e) paid and/or accrued compensation on the occasion of termination of duties during the past financial year
In 2023 compensations have not been paid and/or accrued on the occasion of termination of the functions
of the Board of Directors of AGRIA GROUP HOLDING AD.
f) overall assessment of all non-cash benefits, treated as remuneration, except for those pointed out under
letters “a” - “e”
104
In 2023 none of the member of the Board of Directors of AGRIA GROUP HOLDING AD has received non-
cash benefits treated as remuneration than those specified under letters “a” – “e”.
g) information on all loans granted, payments of welfare costs and guarantees on the part of the company or
its subsidiaries or other companies subject to consolidation in the annual financial statements, including data
on the remaining outstanding part and the interest
As of the end of 2023, there are no active and unpaid cash loans from members of the Board of Directors
of the company. In 2023, in respect of all of the members of the Board of Directors of AGRIA GROUP HOLDING AD,
owes no payments of social and household expenses and guarantees from the company or its subsidiaries or other
companies that are subject to consolidation in the annual his financial statement.
15. Information about stocks and/or stock options and/or other incentive schemes based on stocks:
The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD
does not provide an option for granting stock options, company shares or other types of incentive schemes based
on stock for members of the corporate board, respectively, such have not been paid or provided.
16. Annual change in the remunerations, the results of the company and the average volume of the
remunerations of full-time employees, who are not directors, during the last at least 5 financial years,
presented altogether in a way that can be compared
17. Information on exercising the option to request a refund of the variable remuneration
The Company applies a flexible policy on variable remuneration, including exercising the option for the same
to be refunded, when there is no compliance with the clause prohibiting the carry out of competition, due to other
culpable failure to comply with the provisions of the management contract by a member of the Board, including
significant deterioration of the financial situation of the company as a result of actions and transactions by a
member of the Board of Directors, which significantly deviate from the market conditions, as well as actions of any
nature harmful to the company.
18. Information on any deviations from the procedure for the implementation of the remuneration policy in
connection with exceptional circumstances referred to in Article 11, para 13, including the explanation of
the nature of the exceptional circumstances and the indication of the specific elements derogated from.
During 2023 there are no exceptional circumstances in which the company has temporarily suspended the
implementation of the Remuneration policy. Year
Number of
persons
2018 2019
Change
2019
compared to
2018 %
2020
Change
2020
compared to
2019 %
2021
Change 2021
compared to
2020 %
2022
Change 2022
compared to
2021 %
2023
Change 2023
compared to
2022 %
Gross remuneration of all members
of the BoD for the year 5 216 000,00 216 000,00 0,00% 216 000,00 0,00% 564 000,00 161,11% 812 000,00 43,97% 1 437 781,04 77,07%
Average remuneration of a member
of the BoD per year 5 43 200,00 43 200,00 0,00% 43 200,00 0,00% 112 800,00 161,11% 162 400,00 43,97% 287 556,21 77,07%
Company results - profit х 1 839 640,29 628 057,65 -65,86% 2 016 819,99 221,12% 2 086 000,43 3,43% 42 181 441,46 1922,12% 8 839 343,03 -79,04%
Gross remuneration on the basis of
full time employees in the company
who are not directors for the year
11
336 509,95 339 154,92 0,79% 136 526,78 -59,75% 157 949,18 15,69% 223 300,46 41,37% 326 051,71 46,01%
Average remuneration on a full-time
basis of employees in the company
who are not directors for the year
11
48 072,85 48 450,70 0,79% 19 503,83 -59,75% 15 794,92 -19,02% 22 330,05 41,37% 32 605,17 46,01%
In 2023 none of the member of the Board of Directors of AGRIA GROUP HOLDING AD has received non-
cash benefits treated as remuneration than those specified under letters “a” – “e”.
g) information on all loans granted, payments of welfare costs and guarantees on the part of the company or
its subsidiaries or other companies subject to consolidation in the annual financial statements, including data
on the remaining outstanding part and the interest
As of the end of 2023, there are no active and unpaid cash loans from members of the Board of Directors
of the company. In 2023, in respect of all of the members of the Board of Directors of AGRIA GROUP HOLDING AD,
owes no payments of social and household expenses and guarantees from the company or its subsidiaries or other
companies that are subject to consolidation in the annual his financial statement.
15. Information about stocks and/or stock options and/or other incentive schemes based on stocks:
The Remuneration policy in force for the members of the Board of Directors of AGRIA GROUP HOLDING AD
does not provide an option for granting stock options, company shares or other types of incentive schemes based
on stock for members of the corporate board, respectively, such have not been paid or provided.
16. Annual change in the remunerations, the results of the company and the average volume of the
remunerations of full-time employees, who are not directors, during the last at least 5 financial years,
presented altogether in a way that can be compared
17. Information on exercising the option to request a refund of the variable remuneration
The Company applies a flexible policy on variable remuneration, including exercising the option for the same
to be refunded, when there is no compliance with the clause prohibiting the carry out of competition, due to other
culpable failure to comply with the provisions of the management contract by a member of the Board, including
significant deterioration of the financial situation of the company as a result of actions and transactions by a
member of the Board of Directors, which significantly deviate from the market conditions, as well as actions of any
nature harmful to the company.
18. Information on any deviations from the procedure for the implementation of the remuneration policy in
connection with exceptional circumstances referred to in Article 11, para 13, including the explanation of
the nature of the exceptional circumstances and the indication of the specific elements derogated from.
During 2023 there are no exceptional circumstances in which the company has temporarily suspended the
implementation of the Remuneration policy. Year
Number of
persons
2018 2019
Change
2019
compared to
2018 %
2020
Change
2020
compared to
2019 %
2021
Change 2021
compared to
2020 %
2022
Change 2022
compared to
2021 %
2023
Change 2023
compared to
2022 %
Gross remuneration of all members
of the BoD for the year 5 216 000,00 216 000,00 0,00% 216 000,00 0,00% 564 000,00 161,11% 812 000,00 43,97% 1 437 781,04 77,07%
Average remuneration of a member
of the BoD per year 5 43 200,00 43 200,00 0,00% 43 200,00 0,00% 112 800,00 161,11% 162 400,00 43,97% 287 556,21 77,07%
Company results - profit х 1 839 640,29 628 057,65 -65,86% 2 016 819,99 221,12% 2 086 000,43 3,43% 42 181 441,46 1922,12% 8 839 343,03 -79,04%
Gross remuneration on the basis of
full time employees in the company
who are not directors for the year
11
336 509,95 339 154,92 0,79% 136 526,78 -59,75% 157 949,18 15,69% 223 300,46 41,37% 326 051,71 46,01%
Average remuneration on a full-time
basis of employees in the company
who are not directors for the year
11
48 072,85 48 450,70 0,79% 19 503,83 -59,75% 15 794,92 -19,02% 22 330,05 41,37% 32 605,17 46,01%
105
Information on application of the Remuneration Policy of the members of the Board of Directors of AGRIA
GROUP HOLDING AD for the next financial year
As of the date of preparation of the present report the Board of Directors of Agria group holding AD has not
observed a need to adopt any amendments to the Remunartion policy for the members of the Board of Directors,
adopted and endorsed by the General Meeting of the company. The Board of Directors shall discuss the
Remunaration policy at a session and propose amendments to it, if deemed necessary, at the forthcoming annual
General Meeting of shareholders in 2024.
……………………………………………….
Emil Raykov – executive member of the Board of Directors
Of Agria Group Holding AD
Information on application of the Remuneration Policy of the members of the Board of Directors of AGRIA
GROUP HOLDING AD for the next financial year
As of the date of preparation of the present report the Board of Directors of Agria group holding AD has not
observed a need to adopt any amendments to the Remunartion policy for the members of the Board of Directors,
adopted and endorsed by the General Meeting of the company. The Board of Directors shall discuss the
Remunaration policy at a session and propose amendments to it, if deemed necessary, at the forthcoming annual
General Meeting of shareholders in 2024.
……………………………………………….
Emil Raykov – executive member of the Board of Directors
Of Agria Group Holding AD
106
DECLARATION
under Article 100n (4), Item. 4 of POSA
We, the undersigned Emil Veselinov Raykov, in the capacity of Chairman of the Board of
Directors and Executive Director of Agria Group Holding AD, and Asya Stancheva Yordanova, in the
capacity of Accountant of Agria Group Holding AD, hereby declare that to the best of our knowledge:
1. The set of annual financial statements of 2023, prepared in compliance with the applicable
accounting standards, provides true and fair information on the assets and liabilities, the financial
standing and profit of Agria Group Holding AD and the companies included in the consolidation.
2. The report on the operations of Agria Group Holding AD for 2023 contains an accurate overview of
the development and activity outcome of Agria Group Holding AD along with the state of the Issuer
and the companies included in the consolidation, together with a description of the main risks and
insecurities the Issuer is facing.
Declarants:
Emil Raykov – Executive Director
...................................................
Asya Yordanova – Accountant
....................................................
DECLARATION
under Article 100n (4), Item. 4 of POSA
We, the undersigned Emil Veselinov Raykov, in the capacity of Chairman of the Board of
Directors and Executive Director of Agria Group Holding AD, and Asya Stancheva Yordanova, in the
capacity of Accountant of Agria Group Holding AD, hereby declare that to the best of our knowledge:
1. The set of annual financial statements of 2023, prepared in compliance with the applicable
accounting standards, provides true and fair information on the assets and liabilities, the financial
standing and profit of Agria Group Holding AD and the companies included in the consolidation.
2. The report on the operations of Agria Group Holding AD for 2023 contains an accurate overview of
the development and activity outcome of Agria Group Holding AD along with the state of the Issuer
and the companies included in the consolidation, together with a description of the main risks and
insecurities the Issuer is facing.
Declarants:
Emil Raykov – Executive Director
...................................................
Asya Yordanova – Accountant
....................................................
INDEPENDENT AUDITOR’S REPORT
To the shareholders of
Agria Group Holding AD
Varna
Report on the audit of the separate financial statements
Audit opinion
We have audited the separate financial statements of Agria Group Holding AD (the Company), which
comprise the separate statement of financial position as at December 31, 2023, the separate statement of
profit or loss and other comprehensive income, separate statement of changes in equity and separate
statement of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information presented in page 7 to 39.
In our opinion, the accompanying separate financial statements present fairly, in all material respects, the
financial position of the Company as at 31 December 2023 and its financial performance and cash flows
for the year then ended in accordance with International Accounting Standards (IAS) adopted for
implementation by the European Union (EU).
Basis for expressing an auditor's opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the International
Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for
Accountants (IESBA Code), and the ethical requirements of the Independent Financial Audit Act (IFAA),
applicable to our audit of the separate financial statements in Bulgaria, and we have fulfilled our other
ethical responsibilities in accordance with the requirements of IFAA and IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to note 2.5. Subsidiaries. Consolidation of the Notes to the separate financial statements.
"In order to get a complete picture of the financial condition, results of operations, as well as to change the
financial condition of the Group as whole, users of these separate financial statements need to read it
together with the consolidated financial statements of the Company for the year ended December 31, 2023.
To the shareholders of
Agria Group Holding AD
Varna
Report on the audit of the separate financial statements
Audit opinion
We have audited the separate financial statements of Agria Group Holding AD (the Company), which
comprise the separate statement of financial position as at December 31, 2023, the separate statement of
profit or loss and other comprehensive income, separate statement of changes in equity and separate
statement of cash flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information presented in page 7 to 39.
In our opinion, the accompanying separate financial statements present fairly, in all material respects, the
financial position of the Company as at 31 December 2023 and its financial performance and cash flows
for the year then ended in accordance with International Accounting Standards (IAS) adopted for
implementation by the European Union (EU).
Basis for expressing an auditor's opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the International
Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for
Accountants (IESBA Code), and the ethical requirements of the Independent Financial Audit Act (IFAA),
applicable to our audit of the separate financial statements in Bulgaria, and we have fulfilled our other
ethical responsibilities in accordance with the requirements of IFAA and IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter
We draw attention to note 2.5. Subsidiaries. Consolidation of the Notes to the separate financial statements.
"In order to get a complete picture of the financial condition, results of operations, as well as to change the
financial condition of the Group as whole, users of these separate financial statements need to read it
together with the consolidated financial statements of the Company for the year ended December 31, 2023.
2
The Company also prepares consolidated financial statements, which according to the regulatory
requirements and traditions in our country are presented after approval of the separate financial
statements. “
Our audit opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are these matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How this key audit matter was addressed in our
audit
Valuation of investments and receivables in
subsidiaries
As disclosed in notes 6, 8 and 29 to the separate
financial statements, the Company has
investments in subsidiaries amounting to BGN
151,833 thousand, as well as receivables from
subsidiaries (commercial and on loans granted),
amounting to BGN 33,077 thousand.
The activity of some of the subsidiaries is
concentrated in the field of production of
agricultural products (grain), and another part in
the storage and trade of grain, as well as in the
processing of oil crops, production and sale of
alcohol, production and sale of fodder.
Along with this, there are also subsidiaries
created for the implementation of specific
projects that are still in the initial business phase.
Grain production is susceptible to factors beyond
the control of company management, and in
addition, grain trading is influenced by a highly
competitive market environment. This implies
the presence of a risk of overvaluation of
investments in subsidiaries. Management's
review and tests for indicators and the need for
impairment of these exposures (investments and
receivables) are made in the context of its
forecasts and intentions regarding the future
economic benefits and profitability expected to
be received by the subsidiaries. In its
calculations, significant assumptions and
judgments are applied on its part regarding the
In this area, our audit procedures comprised:
- Reviewing the Company’s analysis of its
overall exposure to the subsidiaries and the
potential for return.
- analytical procedures regarding the main
indicators of turnover of receivables from and
payables to the subsidiaries in prior periods and
the current year and after the end of the reporting
period;
- Assessment and verification of the
completeness, relevance and adequacy of
disclosures in the Company's separate financial
statements regarding the measurement of
investments and receivables from subsidiaries
and the results of the impairment tests.
The Company also prepares consolidated financial statements, which according to the regulatory
requirements and traditions in our country are presented after approval of the separate financial
statements. “
Our audit opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are these matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter How this key audit matter was addressed in our
audit
Valuation of investments and receivables in
subsidiaries
As disclosed in notes 6, 8 and 29 to the separate
financial statements, the Company has
investments in subsidiaries amounting to BGN
151,833 thousand, as well as receivables from
subsidiaries (commercial and on loans granted),
amounting to BGN 33,077 thousand.
The activity of some of the subsidiaries is
concentrated in the field of production of
agricultural products (grain), and another part in
the storage and trade of grain, as well as in the
processing of oil crops, production and sale of
alcohol, production and sale of fodder.
Along with this, there are also subsidiaries
created for the implementation of specific
projects that are still in the initial business phase.
Grain production is susceptible to factors beyond
the control of company management, and in
addition, grain trading is influenced by a highly
competitive market environment. This implies
the presence of a risk of overvaluation of
investments in subsidiaries. Management's
review and tests for indicators and the need for
impairment of these exposures (investments and
receivables) are made in the context of its
forecasts and intentions regarding the future
economic benefits and profitability expected to
be received by the subsidiaries. In its
calculations, significant assumptions and
judgments are applied on its part regarding the
In this area, our audit procedures comprised:
- Reviewing the Company’s analysis of its
overall exposure to the subsidiaries and the
potential for return.
- analytical procedures regarding the main
indicators of turnover of receivables from and
payables to the subsidiaries in prior periods and
the current year and after the end of the reporting
period;
- Assessment and verification of the
completeness, relevance and adequacy of
disclosures in the Company's separate financial
statements regarding the measurement of
investments and receivables from subsidiaries
and the results of the impairment tests.
3
assessment of the future collectability of the
receivables, analyzing the future collectibility of
the company's overall exposure to each of these
persons. Each of the subsidiaries is treated as a
separate entity generating cash flows, and a
number of factors are taken into account, such as:
specifics of the activity, business environment,
expected growth of sales volumes, as well as
other risks. Therefore, these management
estimates are subject to inherent uncertainty.
Because the process of determining the review
and testing for possible impairment losses of the
company's exposure to its subsidiaries involves
numerous judgments and assumptions, and
because of the materiality of the reporting entity
itself, as indicated above, we are identified this
matter as a key audit matter.
Fair value measurement of owned farmland
The company has adopted to value the
agricultural lands owned by it at fair value,
determined by an independent appraiser as of the
reporting date. The valuation of agricultural land
is a key issue for our audit as it requires a
significant level of judgment and at the same time
agricultural land is a significant part of the
Company's assets. The use of many assumptions
in the preparation of the estimates has been
identified by us as a material risk. It is the
Company's policy to use external independent
appraisers as often as possible. Property
valuations contain assumptions such as expected
rental income, occupancy levels, market
transaction information, market assumptions,
property development risk, and more.
Our audit procedures in this area include:
• studies on the objectivity, independence,
and expertise of the external appraisers.
• we assessed the accuracy of the input
data set in the appraisers' reports.
• we conducted a critical analysis of the
main assumptions.
• we conducted additional procedures to
evaluate the adequacy assessments.
Information other than the separate financial statements and auditor’s report thereon
Management is responsible for the other information. The other information consists of the information
included in the annual management report and the corporate governance statement prepared by the
management in accordance with Chapter Seven of the Accountancy Act but does not include the separate
financial statements and our auditor’s report thereon , and this other information we received before the date
of our audit report.
Our opinion on the separate financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon, unless explicitly stated in our report and to the extent stated.
assessment of the future collectability of the
receivables, analyzing the future collectibility of
the company's overall exposure to each of these
persons. Each of the subsidiaries is treated as a
separate entity generating cash flows, and a
number of factors are taken into account, such as:
specifics of the activity, business environment,
expected growth of sales volumes, as well as
other risks. Therefore, these management
estimates are subject to inherent uncertainty.
Because the process of determining the review
and testing for possible impairment losses of the
company's exposure to its subsidiaries involves
numerous judgments and assumptions, and
because of the materiality of the reporting entity
itself, as indicated above, we are identified this
matter as a key audit matter.
Fair value measurement of owned farmland
The company has adopted to value the
agricultural lands owned by it at fair value,
determined by an independent appraiser as of the
reporting date. The valuation of agricultural land
is a key issue for our audit as it requires a
significant level of judgment and at the same time
agricultural land is a significant part of the
Company's assets. The use of many assumptions
in the preparation of the estimates has been
identified by us as a material risk. It is the
Company's policy to use external independent
appraisers as often as possible. Property
valuations contain assumptions such as expected
rental income, occupancy levels, market
transaction information, market assumptions,
property development risk, and more.
Our audit procedures in this area include:
• studies on the objectivity, independence,
and expertise of the external appraisers.
• we assessed the accuracy of the input
data set in the appraisers' reports.
• we conducted a critical analysis of the
main assumptions.
• we conducted additional procedures to
evaluate the adequacy assessments.
Information other than the separate financial statements and auditor’s report thereon
Management is responsible for the other information. The other information consists of the information
included in the annual management report and the corporate governance statement prepared by the
management in accordance with Chapter Seven of the Accountancy Act but does not include the separate
financial statements and our auditor’s report thereon , and this other information we received before the date
of our audit report.
Our opinion on the separate financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon, unless explicitly stated in our report and to the extent stated.
4
In connection with our audit of the separate financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements, or our knowledge obtained in the audit or otherwise appears to materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management for the separate financial statements
Management is responsible for the preparation and fair presentation of the separate financial statements in
accordance with International Accounting Standards, endorsed for application by the European
Commission and for such internal control as management determines is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements , management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for supervision of the financial reporting process in the
Company.
Auditor’s responsibilities for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken based on these financial statements.
As part of the audit in accordance with ISAs, we use professional judgment and maintain professional
skepticism throughout the audit. We also:
— Identify and assess the risks of material misstatement of the separate financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
— Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control.
— Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Management.
— Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
In connection with our audit of the separate financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements, or our knowledge obtained in the audit or otherwise appears to materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of management for the separate financial statements
Management is responsible for the preparation and fair presentation of the separate financial statements in
accordance with International Accounting Standards, endorsed for application by the European
Commission and for such internal control as management determines is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate financial statements , management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for supervision of the financial reporting process in the
Company.
Auditor’s responsibilities for the audit of the separate financial statements
Our objectives are to obtain reasonable assurance about whether the separate financial statements are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken based on these financial statements.
As part of the audit in accordance with ISAs, we use professional judgment and maintain professional
skepticism throughout the audit. We also:
— Identify and assess the risks of material misstatement of the separate financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
— Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control.
— Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Management.
— Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
5
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
— Evaluate the overall presentation, structure, and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Among the matters communicated to those charged with governance, we identify those matters that were
most relevant to the audit of the separate financial statements for the current period, and which are therefore
key audit matters.
We describe these matters in our auditor's report unless a law or a regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Additional matters to report in accordance with the Accountancy Act and Public Offering of Securities
Act
In addition to our responsibilities and reporting in accordance with ISAs described above in “Information
other than the separate financial statements and auditor’s report thereon” section with respect to the annual
management report and the corporate governance statement, we have performed the procedures, in addition
to those required under ISAs, in accordance with the Guidelines of the professional body of certified public
accountants and registered auditors in Bulgaria – the Institute of Certified Public Accountants (ICPA).
These procedures refer to checks of the existence, form and content of this other information in order to
support us in forming an opinion whether the other information contains the disclosures required by Chapter
Seven of the Accountancy Act and by the Public Offering of Securities Act (Art. 100m, par. 10 of the POSA
in conjunction with Art. 100m, paragraph 8 (3) and (4) of the POSA), applicable in Bulgaria.
Opinion in relation with Art. 37, par. 6 of the Accountancy Act
Based on the procedures we have performed our opinion that:
a) The information included in the annual management report for the financial year presented in the
separate financial statements corresponds to those separate financial statements.
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
— Evaluate the overall presentation, structure, and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
Among the matters communicated to those charged with governance, we identify those matters that were
most relevant to the audit of the separate financial statements for the current period, and which are therefore
key audit matters.
We describe these matters in our auditor's report unless a law or a regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Additional matters to report in accordance with the Accountancy Act and Public Offering of Securities
Act
In addition to our responsibilities and reporting in accordance with ISAs described above in “Information
other than the separate financial statements and auditor’s report thereon” section with respect to the annual
management report and the corporate governance statement, we have performed the procedures, in addition
to those required under ISAs, in accordance with the Guidelines of the professional body of certified public
accountants and registered auditors in Bulgaria – the Institute of Certified Public Accountants (ICPA).
These procedures refer to checks of the existence, form and content of this other information in order to
support us in forming an opinion whether the other information contains the disclosures required by Chapter
Seven of the Accountancy Act and by the Public Offering of Securities Act (Art. 100m, par. 10 of the POSA
in conjunction with Art. 100m, paragraph 8 (3) and (4) of the POSA), applicable in Bulgaria.
Opinion in relation with Art. 37, par. 6 of the Accountancy Act
Based on the procedures we have performed our opinion that:
a) The information included in the annual management report for the financial year presented in the
separate financial statements corresponds to those separate financial statements.
6
b) The annual management report has been prepared in accordance with the requirements of Chapter
Seven of the Accountancy Act and Art. 100m, par 7 of the Public Offering of Securities Act.
c) The corporate governance statement for the financial year presented in these financial statements,
which is part of the annual management report, contains the information required by Chapter Seven of the
Accountancy Act and Art. 100n, par. 8 of the Public Offering of Securities Act.
d) The report for execution of the remuneration policy for the financial year for which the separate
financial statements have been prepared, is presented, and meets the requirements, determined in art. 116a,
par. 1 of the Public Offering of Securities Act.
Opinion in connection with Art. 100 (n), par.10 in connection with Art. 100 (n), par. 8, items 3 and 4 of the
Public Offering of Securities Act
Based on the procedures performed and the acquired knowledge and understanding of the Company's
activity and the environment in which it operates, in our opinion, the description of the main characteristics
of the internal control and risk management systems of the enterprise in connection with the financial
reporting process, which is part of the content of the declaration for corporate governance and the
information under Art. 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25 / EC of the European Parliament
and of the Council of 21 April 2004 on takeover bids do not contain cases of material misstatement.
Statement in connection with Art. 100 (n), par. 4, vol. 3, p."b"of Public Offering of Securities Act.
The information about related party transactions is disclosed in note 29 of the notes to the separate financial
statements. Based on the audit procedures performed by us on related party transactions as part of our audit
of the separate financial statements as a whole, no facts, circumstances or other information have come to
our attention based on which to conclude that the related party transactions have not been disclosed in the
accompanying financial statements for the year ended December 31, 2023, in all material respects, in
accordance with the requirements of IAS 24 Related Party Disclosures . The results of our audit procedures
on related party transactions were addressed by us in the context of forming our opinion on the separate
financial statements as a whole and not for the purpose of expressing a separate opinion on related party
transactions.
Statement in connection with Art. 100m, par.4(3)(c) of the Public Offering of Securities Act
Our responsibilities for the audit of the financial statements, described in the “ Auditor’s responsibilities for
the audit of the financial statements” section of our report include an evaluation as to whether the separate
financial statements present the significant transactions and events in a manner that achieves fair
presentation. Based on the audit procedures performed by us on the significant transactions underlying the
separate financial statements for the year ended December 31, 2023, no facts, circumstances, or other
information have come to our attention based on which to conclude that there are material
misrepresentations and disclosures in accordance with the relevant requirements of IASs as adopted by the
European Commission. The results of our audit procedures on Company’s transactions and events
significant for the separate financial statements were addressed by us in the context of forming our opinion
on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on
those significant transactions.
b) The annual management report has been prepared in accordance with the requirements of Chapter
Seven of the Accountancy Act and Art. 100m, par 7 of the Public Offering of Securities Act.
c) The corporate governance statement for the financial year presented in these financial statements,
which is part of the annual management report, contains the information required by Chapter Seven of the
Accountancy Act and Art. 100n, par. 8 of the Public Offering of Securities Act.
d) The report for execution of the remuneration policy for the financial year for which the separate
financial statements have been prepared, is presented, and meets the requirements, determined in art. 116a,
par. 1 of the Public Offering of Securities Act.
Opinion in connection with Art. 100 (n), par.10 in connection with Art. 100 (n), par. 8, items 3 and 4 of the
Public Offering of Securities Act
Based on the procedures performed and the acquired knowledge and understanding of the Company's
activity and the environment in which it operates, in our opinion, the description of the main characteristics
of the internal control and risk management systems of the enterprise in connection with the financial
reporting process, which is part of the content of the declaration for corporate governance and the
information under Art. 10 (1) (c), (d), (f), (h) and (i) of Directive 2004/25 / EC of the European Parliament
and of the Council of 21 April 2004 on takeover bids do not contain cases of material misstatement.
Statement in connection with Art. 100 (n), par. 4, vol. 3, p."b"of Public Offering of Securities Act.
The information about related party transactions is disclosed in note 29 of the notes to the separate financial
statements. Based on the audit procedures performed by us on related party transactions as part of our audit
of the separate financial statements as a whole, no facts, circumstances or other information have come to
our attention based on which to conclude that the related party transactions have not been disclosed in the
accompanying financial statements for the year ended December 31, 2023, in all material respects, in
accordance with the requirements of IAS 24 Related Party Disclosures . The results of our audit procedures
on related party transactions were addressed by us in the context of forming our opinion on the separate
financial statements as a whole and not for the purpose of expressing a separate opinion on related party
transactions.
Statement in connection with Art. 100m, par.4(3)(c) of the Public Offering of Securities Act
Our responsibilities for the audit of the financial statements, described in the “ Auditor’s responsibilities for
the audit of the financial statements” section of our report include an evaluation as to whether the separate
financial statements present the significant transactions and events in a manner that achieves fair
presentation. Based on the audit procedures performed by us on the significant transactions underlying the
separate financial statements for the year ended December 31, 2023, no facts, circumstances, or other
information have come to our attention based on which to conclude that there are material
misrepresentations and disclosures in accordance with the relevant requirements of IASs as adopted by the
European Commission. The results of our audit procedures on Company’s transactions and events
significant for the separate financial statements were addressed by us in the context of forming our opinion
on the separate financial statements as a whole and not for the purpose of expressing a separate opinion on
those significant transactions.
7
Reporting on compliance of the electronic format of the separate financial statements included in the annual
separate financial report on the activity under Art. 100n, para 4 of POSA with the requirements of the EEF
Regulation
In addition to our responsibilities and reporting under the ISA described above in the section "Auditor's
responsibilities for auditing the separate financial statements", we have implemented the procedures under
"Guidelines of the expression of an audit Opinion in relation to the application of the Unitary European
Electronic Format (EEF) to the financial statements of companies whose securities are admitted to trading
on a regulated market in the European Union (EU)" of the professional organisation of registered auditors
in the Bulgaria, the Institute of Certified Public Accountants (IDES)".
These procedures concern the verification of the form and whether the human-readable part of this
electronic format corresponds to the audited separate financial statement and the expression of an opinion
regarding the compliance of the electronic format of the separate financial statements of Agria Group
Holding AD for the year ending 31 December 2023, attached in the electronic file
„ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , with the requirements of Commission Delegated
Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European
Parliament and of the Council by means of regulatory technical standards for the definition of the unified
electronic reporting format ('EEF Regulation'). On the basis of these requirements, the electronic format of
the separate financial statements included in the annual separate activity report under Art. 100n, para. 4 of
POSA must be presented in XHTML format.
The Management of the Company is responsible for the implementation of the requirements of the EEF
Regulation when preparing the electronic format of the separate financial statements in XHTML.
Our opinion is only with respect to the electronic format of the separate financial statements attached in the
electronic file „ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ and does not cover the other
information included in the annual separate financial statement of the activity under Art. 100n, para. 4 of
POSA.
Based on the procedures performed, our opinion is that the electronic format of the Company's separate
financial statements for the year ending December 31, 2023, contained in the attached electronic file
„ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , on which we express an unmodified audit
opinion, is prepared in all material respects in accordance with the requirements of the EEF Regulation.
Reporting in accordance with art. 10 of Regulation EC 537/2014 in connection to the requirements of
art. 59 of the Independent Financial Audit Act
According to the requirements of the Independent Financial Audit Act in connection with art. 10 of
Regulation EC 537/2014 we hereby declare in addition the information set out below.
Primorska Audit Company Ltd. has been appointed as the statutory auditor of the separate financial
statements for the year ended December 31, 2023 of Agria Group Holding AD (the Company) by the
General Meeting of the Company, held on June 26, 2023, for a period of one year. The audit commitment
was accepted by an Engagement Letter dated October 17,2023.
Reporting on compliance of the electronic format of the separate financial statements included in the annual
separate financial report on the activity under Art. 100n, para 4 of POSA with the requirements of the EEF
Regulation
In addition to our responsibilities and reporting under the ISA described above in the section "Auditor's
responsibilities for auditing the separate financial statements", we have implemented the procedures under
"Guidelines of the expression of an audit Opinion in relation to the application of the Unitary European
Electronic Format (EEF) to the financial statements of companies whose securities are admitted to trading
on a regulated market in the European Union (EU)" of the professional organisation of registered auditors
in the Bulgaria, the Institute of Certified Public Accountants (IDES)".
These procedures concern the verification of the form and whether the human-readable part of this
electronic format corresponds to the audited separate financial statement and the expression of an opinion
regarding the compliance of the electronic format of the separate financial statements of Agria Group
Holding AD for the year ending 31 December 2023, attached in the electronic file
„ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , with the requirements of Commission Delegated
Regulation (EU) 2019/815 of 17 December 2018 supplementing Directive 2004/109/EC of the European
Parliament and of the Council by means of regulatory technical standards for the definition of the unified
electronic reporting format ('EEF Regulation'). On the basis of these requirements, the electronic format of
the separate financial statements included in the annual separate activity report under Art. 100n, para. 4 of
POSA must be presented in XHTML format.
The Management of the Company is responsible for the implementation of the requirements of the EEF
Regulation when preparing the electronic format of the separate financial statements in XHTML.
Our opinion is only with respect to the electronic format of the separate financial statements attached in the
electronic file „ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ and does not cover the other
information included in the annual separate financial statement of the activity under Art. 100n, para. 4 of
POSA.
Based on the procedures performed, our opinion is that the electronic format of the Company's separate
financial statements for the year ending December 31, 2023, contained in the attached electronic file
„ 8945006WNW5407G58156-20231231-EN-SEP.xhtml “ , on which we express an unmodified audit
opinion, is prepared in all material respects in accordance with the requirements of the EEF Regulation.
Reporting in accordance with art. 10 of Regulation EC 537/2014 in connection to the requirements of
art. 59 of the Independent Financial Audit Act
According to the requirements of the Independent Financial Audit Act in connection with art. 10 of
Regulation EC 537/2014 we hereby declare in addition the information set out below.
Primorska Audit Company Ltd. has been appointed as the statutory auditor of the separate financial
statements for the year ended December 31, 2023 of Agria Group Holding AD (the Company) by the
General Meeting of the Company, held on June 26, 2023, for a period of one year. The audit commitment
was accepted by an Engagement Letter dated October 17,2023.
8
The audit of the individual financial statement for the year ending December 31, 2023 The audit of the
Company's separate financial statements for the year ended December 31, 2022 is the third full continuous
commitment to a statutory audit of this company performed by us.
We confirm that our audit opinion is in accordance with the additional report submitted to the Audit
Committee of the Company in accordance with the requirements of Art. 60 of the Independent Financial
Audit Act.
We confirm that we have not provided the in Art. 64 of the Independent Financial Audit Act prohibited
services.
We confirm that in performing the audit we have kept our independence from the Company.
For the period to which our statutory audit relates, in addition to the audit, we have not provided services
to the Company and its companies under control, which are not specified in the Company's activity report
or separate financial statements.
Audit Company
Primorska Audit Company Ltd.
Registration number 086
Iliya Iliev
General manager
Marian Nikolov
Registered auditor responsible for the audit
Registration number 0601
March 25, 2024
The audit of the individual financial statement for the year ending December 31, 2023 The audit of the
Company's separate financial statements for the year ended December 31, 2022 is the third full continuous
commitment to a statutory audit of this company performed by us.
We confirm that our audit opinion is in accordance with the additional report submitted to the Audit
Committee of the Company in accordance with the requirements of Art. 60 of the Independent Financial
Audit Act.
We confirm that we have not provided the in Art. 64 of the Independent Financial Audit Act prohibited
services.
We confirm that in performing the audit we have kept our independence from the Company.
For the period to which our statutory audit relates, in addition to the audit, we have not provided services
to the Company and its companies under control, which are not specified in the Company's activity report
or separate financial statements.
Audit Company
Primorska Audit Company Ltd.
Registration number 086
Iliya Iliev
General manager
Marian Nikolov
Registered auditor responsible for the audit
Registration number 0601
March 25, 2024
1
To
the Shareholders of
Agria Group Holding AD
Varna
DECLARATION
Under Article 100n (4)(3) of the
Public Offering of Securities Act
We, the undersigned:
1 . Iliya Nedelchev Iliev, in my capacity as a general manager of Primorska Audit Company OOD
with Company’s Id. No. 103599983, with seat, registered address and contact address: Varna, General
Kolev St. No. 104, floor 5, apartment 32,
2. Marian Vasilev Nikolov, in my capacity as a registered auditor with Registration No. 0601 in the
register with CPOSA under Article 20 of the Independent Financial Audit Act, responsible for the
audit engagement on behalf of Primorska Audit Company OOD - audit company in the register with
CPOSA under Article 20 of the Independent Financial Audit Act, declare that:
Primorska Audit Company Ltd. was committed to perform a statutory financial audit of the separate
financial statements of Agria Group Holding AD for 2023, prepared in in accordance with the
International Accounting Standards adopted by the EU, a generally accepted accounting bases defined
in item 8 of the Additional provisions of the Accountancy Act under the name "International
Accounting Standards". As a result of our audit, we issued an audit report dated March 25, 2024.
We hereby CERTIFY that as reported in the audit report issued by us on the separate financial
statements of Agria Group Holding AD for 2023, dated March 25, 2024:
1. Art. 100n, para. 4, item 3(a) Audit or’s opinion: In our opinion, the separate annual financial
statements present, in all material respects, the financial position of the Company as of December 31,
2023, and its financial performance and cash flows for year than ended, in accordance with the
International Accounting Standards (IAS) adopted for implementation by the European Union (EU).
2. Article 100n(4) (3b) Information regarding the related parties transactions of Agria Group
Holding AD The information regarding transactions with related parties has been duly disclosed in
Note 29 to the separate financial statements. Based on the audit procedures performed by us on the
transactions with related parties as a part of our general audit of the financial statements, we have not
become aware of any facts, circumstances or other information based on which we could conclude that
the transactions with related parties have not been disclosed in the enclosed separate financial
statements for the year ended December 31, 2023 in any material aspects in accordance with the
requirements of IAS 24 Related Party Disclosures.
The results from our audit procedures on the related parties’ transactions have been reviewed by us in
the context of forming our opinion about the financial statements, not for the purpose of expressing a
separate opinion on the related party transactions.
To
the Shareholders of
Agria Group Holding AD
Varna
DECLARATION
Under Article 100n (4)(3) of the
Public Offering of Securities Act
We, the undersigned:
1 . Iliya Nedelchev Iliev, in my capacity as a general manager of Primorska Audit Company OOD
with Company’s Id. No. 103599983, with seat, registered address and contact address: Varna, General
Kolev St. No. 104, floor 5, apartment 32,
2. Marian Vasilev Nikolov, in my capacity as a registered auditor with Registration No. 0601 in the
register with CPOSA under Article 20 of the Independent Financial Audit Act, responsible for the
audit engagement on behalf of Primorska Audit Company OOD - audit company in the register with
CPOSA under Article 20 of the Independent Financial Audit Act, declare that:
Primorska Audit Company Ltd. was committed to perform a statutory financial audit of the separate
financial statements of Agria Group Holding AD for 2023, prepared in in accordance with the
International Accounting Standards adopted by the EU, a generally accepted accounting bases defined
in item 8 of the Additional provisions of the Accountancy Act under the name "International
Accounting Standards". As a result of our audit, we issued an audit report dated March 25, 2024.
We hereby CERTIFY that as reported in the audit report issued by us on the separate financial
statements of Agria Group Holding AD for 2023, dated March 25, 2024:
1. Art. 100n, para. 4, item 3(a) Audit or’s opinion: In our opinion, the separate annual financial
statements present, in all material respects, the financial position of the Company as of December 31,
2023, and its financial performance and cash flows for year than ended, in accordance with the
International Accounting Standards (IAS) adopted for implementation by the European Union (EU).
2. Article 100n(4) (3b) Information regarding the related parties transactions of Agria Group
Holding AD The information regarding transactions with related parties has been duly disclosed in
Note 29 to the separate financial statements. Based on the audit procedures performed by us on the
transactions with related parties as a part of our general audit of the financial statements, we have not
become aware of any facts, circumstances or other information based on which we could conclude that
the transactions with related parties have not been disclosed in the enclosed separate financial
statements for the year ended December 31, 2023 in any material aspects in accordance with the
requirements of IAS 24 Related Party Disclosures.
The results from our audit procedures on the related parties’ transactions have been reviewed by us in
the context of forming our opinion about the financial statements, not for the purpose of expressing a
separate opinion on the related party transactions.
2
3. Article 100n (4) (3c) Information regarding significant transactions. Our responsibility for the
audit of the financial statements, as described in the section of our report called Auditor’s
Responsibility for the Audit of Financial Statements, include an assessment of whether the financial
statements present the significant transactions and events in a manner which achieves faithful
representation. Based on the audit procedures carried out by us in relation to significant transactions of
fundamental importance for the financial statements for the year ended December 31, 2023, we have
not become aware of facts, circumstances or other information based on which we could conclude that
there are instances of material unreliable presentation and disclosure in accordance with the applicable
IAS requirements adopted by the EU. The results from our audit procedures on the Company’s
transactions and events which are of material significance to the financial statements have been
reviewed by us in the context of forming our opinion about the financial statements, not with the
purpose of expressing a separate opinion on these significant transactions.
The certifications made in this Declaration should be viewed only and solely in the context of the
auditor’s report issued by us as a result of the independent financial audit of the separate annual
financial statements of Agria Group Holding AD dated March 25, 2024, for the reporting period
ended December 31, 2023. This Declaration is intended only for the above-mentioned addressee and
it has been prepared only and solely in accordance with the requirements set out in Article
100n(4)(3) of the Public Offering of Securities Act (POOSA) and should not be viewed as a
replacement of our conclusions given in the auditor’s report compiled by us as at March 25, 2024
regarding the matters covered by Article 100n(4)(3) of the POOSA.
Audit company
Priorska Audit Company Ltd.
Registration № 086
Iliya Iliev
Managing partner
Marian Nikolov
Registered auditor, responsible for the audit
Registration 0601
March 25, 2024
3. Article 100n (4) (3c) Information regarding significant transactions. Our responsibility for the
audit of the financial statements, as described in the section of our report called Auditor’s
Responsibility for the Audit of Financial Statements, include an assessment of whether the financial
statements present the significant transactions and events in a manner which achieves faithful
representation. Based on the audit procedures carried out by us in relation to significant transactions of
fundamental importance for the financial statements for the year ended December 31, 2023, we have
not become aware of facts, circumstances or other information based on which we could conclude that
there are instances of material unreliable presentation and disclosure in accordance with the applicable
IAS requirements adopted by the EU. The results from our audit procedures on the Company’s
transactions and events which are of material significance to the financial statements have been
reviewed by us in the context of forming our opinion about the financial statements, not with the
purpose of expressing a separate opinion on these significant transactions.
The certifications made in this Declaration should be viewed only and solely in the context of the
auditor’s report issued by us as a result of the independent financial audit of the separate annual
financial statements of Agria Group Holding AD dated March 25, 2024, for the reporting period
ended December 31, 2023. This Declaration is intended only for the above-mentioned addressee and
it has been prepared only and solely in accordance with the requirements set out in Article
100n(4)(3) of the Public Offering of Securities Act (POOSA) and should not be viewed as a
replacement of our conclusions given in the auditor’s report compiled by us as at March 25, 2024
regarding the matters covered by Article 100n(4)(3) of the POOSA.
Audit company
Priorska Audit Company Ltd.
Registration № 086
Iliya Iliev
Managing partner
Marian Nikolov
Registered auditor, responsible for the audit
Registration 0601
March 25, 2024