National Storage Mechanism | Additional information

PETROL AD

Legal Entity Identifier (LEI): 4851003SBNLWFQX4XS80

23 June 2023

Petrol AD ("74JJ"), announces the publication of its

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

OF PETROL GROUP

AND CONDENSED EXPLANATORY NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2023

(This document is a translation of the original Bulgarian document,

in case of divergence the Bulgarian original shall prevail)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

For the period ended March 31

	2023 BGN'000	2022 BGN'000 restated

Continuing operations
Revenue	138,700	125,083
Other income	208	729

Cost of goods sold	(125,023)	(112,950)
Materials and consumables	(1,321)	(1,729)
Hired services	(4,955)	(7,432)
Employee benefits	(5,890)	(5,203)
Depreciation and amortisation	(3,211)	(871)
Reversal of (impairment) losses	(19)	15
Other expenses	(278)	(166)

Finance income	686	338
Finance costs	(1,489)	(1,003)

Loss before tax	(2,592)	(3,189)

Tax income	24	93

Loss for the period from continuing operations	(2,568)	(3,096)

Discontinued operation
Loss from discontinued operation (net of income tax)	-	(194)
Loss for the period	(2,568)	(3,290)
Total comprehensive income for the period	(2,568)	(3,290)

Loss attributable to:

Owners of the Parent company	(2,568)	(3,290)
Non-controlling interest	-	-

Loss for the period	(2,568)	(3,290)

Total comprehensive income attributable to:

Owners of the Parent company	(2,568)	(3,290)
Non-controlling interest	-	-

Total comprehensive income for the period	(2,568)	(3,290)

Profit (loss) per share (BGN) from continuing operations and discontinued operations	(0.09)	(0.12)
Profit (loss) per share (BGN) from continuing operations	(0.09)	(0.11)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

	31 March 2023 BGN'000	31 December 2022 BGN'000

Non-current assets

Property, plant and equipment and intangible assets	44,205	44,434
Investment property	1,588	1,601
Right-of-use assets	49,711	52,578
Goodwill	57	57
Deferred tax assets	1,947	1,896
Loans granted	3,022	2,808

Total non-current assets	100,530	103,374

Current assets

Inventories	18,964	26,306
Loans granted	20,635	19,641
Trade and other receivables	32,520	34,051
Cash and cash equivalents	3,254	8,773

Total current assets	75,373	88,771

Total assets	175,903	192,145

Equity

Registered capital	109,250	109,250
General reserves	47,415	47,415
Accumulated loss	(139,213)	(136,645)

Total equity attributable to the owners of the Parent company	17,452	20,020

Non-controlling interests	38	38

Total equity	17,490	20,058

Non-current liabilities

Loans and borrowings	49,820	49,811
Liabilities under lease agreements	40,171	42,834
Employee defined benefit obligations	807	807

Total non-current liabilities	90,798	93,452

Current liabilities

Trade and other payables	53,787	64,517
Loans and borrowings	280	1,184
Liabilities under lease agreements	13,499	12,912
Current income tax liabilities	49	22

Total current liabilities	67,615	78,635

Total liabilities	158,413	172,087

Total equity and liabilities	175,903	192,145

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

		Equity attributable to the owners of the Parent company				Non-controlling interests	Total equity
	Registered capital	General reserves	Reval. reserve	Accumulated profit (loss)	Total
	BGN'000	BGN'000	BGN'000	BGN'000	BGN'000	BGN'000	BGN'000

Balance as at January 1, 2022	109,250	18,864	24,414	(149,199)	3,329	24	3,353

Changes in equity for 2022
Comprehensive income for the year
Profit /(loss) for the year	-	-	-	11,705	11,705	(1)	11,704
Remeasurement on defined benefits obligations	-	-	-	86	86	-	86
Remeasurement on property, plant and equipment	-	-	5,445	-	5,445	17	5,462
Other comprehensive income	-	-	(545)	-	(545)	(2)	(547)

Total other comprehensive income	-	-	4,900	86	4,986	15	5,001
Total comprehensive income	-	-	4,900	11,791	16,691	14	16,705

Transfer of revaluation reserve of assets to the accumulated profit, net of taxes	-	-	(763)	763	-	-	-

Balance as at December 31, 2022	109,250	18,864	28,551	(136,645)	20,020	38	20,058

Changes in equity for the period of 2023
Comprehensive income for the period
Loss for the period	-	-	-	(2,568)	(2,568)	-	(2,568)
Total comprehensive income	-	-	-	(2,568)	(2,568)	-	(2,568)

Balance as at March 31, 2023	109,250	18,864	28,551	(139,213)	17,452	38	17,490

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31

	2023 BGN'000	2022 BGN'000

Cash flows from operating activities

Receipts from customers	165,626	174,605
Payments to suppliers	(168,937)	(160,521)
VAT and excise paid to the budget, net	6,541	(9,971)
Payments related to personnel	(5,600)	(5,197)
Other cash flows from operating activities, net	1,692	876

Net cash flows from operating activities	(678)	(208)

Cash flows from investing activities

Payments for purchase of property, plant and equipment	(16)	(12)
Proceeds from sale of property, plant and equipment	219	1
Payments for loans granted	(891)	(94)
Proceeds from loans granted	2	15
Other payments from other investments	-	(10)

Net cash flows used in investing activities	(686)	(100)

Cash flows from financing activities

Proceeds from loans received	-	150
Repayment of loans and borrowings	(500)	(103)
Lease payments	(2,714)	(760)
Interest paid under loans	(968)	(849)
Other payments for financing activities	(40)	(97)

Net cash flows from financing activities	(4,222)	(1,659)

Net decrease in cash flows during the period	(5,586)	(1,967)

Cash at the beginning of the period	8,732	3,945

Effect of movements in exchange rates	2	(4)

Cash and cash equivalents at the end of the period	3,148	1,974

I. General Information

Petrol AD (the Parent company) was registered in Bulgaria in 1990 and entered in the Commercial Register to the Registry Agency with UIC 831496285. The headquarter address of the Parent company is 12 Tyrgovska Str., Hotel Lovetch in Lovetch city. As at the end of the reporting period shareholders are legal entities, the country - through the Ministry of Economy and Industry and individuals.

The main operations of Petrol AD and its subsidiaries (the Group) are trading with petrol products, non-oil products, merchandise and services.

These explanatory notes are prepared in accordance with the requirements of Art. 100o1, par.5 of the Public Offering of Securities Act (POSA) and Appendix 4 to the Ordinance No 2 of November 09, 2021 for initial and subsequent disclosure of information in public offering of securities and admission of securities for trading on a regulated market by the public companies and other issuers of securities, and represent information about important events occurred during the first quarter of 2023. The explanatory notes reflect their influence on the results in the statements for the first quarter of 2023 and describe the main risks and uncertainties, which stay ahead of the Petrol Group for the rest of the financial year and comprise information for transactions with related parties and/or interested parties, as well as information for emerging significant receivables and/or payables during the same period.

II. Information on important events, occurred in the first quarter of 2023 and cumulatively from the beginning of the financial year to the end of the current quarter

General

These interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the Commission of the European Union (EU).

These interim consolidated financial statements have been prepared under the historical cost convention, except for provisions, assets and liabilities under IFRS 16 reported at the present value of expected future payments. When compiling it, the same accounting policy and calculation methods applied in the last annual financial statement have been followed.

Property, plant, equipment, intangible assets and non-current held-for-sale assets

The initial revaluation (to fair value) of the amount of property, plant, equipment and intangible fixed assets has been determined by an independent valuer's market valuation prepared and applied in the accounting policy as at January 1, 2020. Based on the NSI Consumer Price Index in December 2022 compared to the same month in 2021, which shows an annual inflation rate of 16.9%, the Management has made a judgement that there could be a material variance in the fair values of the assets and has assigned new market valuations as at December 31, 2022. In these interim consolidated financial statements, property, plant and equipment and intangible fixed assets are reported according to the valuations prepared by an independent appraiser as at December 31, 2022, which used the intermediate comparisons, capitalised rental income and property value methods to determine fair value.

As at March 31, 2023 the Group has property, plant, equipment and intangible assets with total carrying amount of BGN 44,205 thousand.

Property, plant and equipment with a carrying amount of BGN 25,098 thousand are mortgaged or pledged as collaterals under bank loans, granted to the Group and to unrelated parties, under credit limit agreements for issuance of bank guarantees.

Investment property

The investment properties of the Grpup, representing a land property and a building, were acquired in December 2016 through a business combination. Their carrying value as at March 31, 2023 is BGN 1,588 thousand. The Group has estimated the fair value of the investment property for disclosure purposes using an independent appraiser's valuation, which has been carried out using the intermediate comparison method, the direct capitalisation method and as at March 31, 2023 it is BGN 2,061 thousand. The investment properties form part of assets used to secure liabilities up to BGN 1,500 thousand under a revolving credit facility agreement entered into in 2016.

Leases

The consolidated statement of financial position as at March 31, 2023 presents the following items and amounts related to lease agreements:

Consolidated statement of financial position	March 31, 2023
	BGN'000

Right-of-use assets, incl.:	49,711

Properties (lands and buildings)	48,931
Transport vehicles	751
Machinery, plants and equipment	29

Liabilities under leases, incl.:	(53,670)
Current liabilities Non-current liabilities	(13,499) (40,171)

As a result of annexes to the operating lease agreements of the retail fuel stations entered into in 2022, where, in order to secure the long-term operations of the Group, the term of the agreements has been extended until the end of 2027. These contracts cease to qualify for exceptions under the standard and assets and liabilities under leases are recognised in 2022 in accordance with the requirements of IFRS 16.

Loans Granted

As at 31 March, 2023 the Group reports receivables on short-term trade loans, net of impairment at the total amount of BGN 23,657 thousand, including BGN 20,635 thousand short-term receivables. The loans are granted to unrelated parties with the following interest rates and maturity:

Debtor - Local Legal Entities	Net Receivables as at March.31,2023 BGN'000	Principal BGN'000	Interest BGN'000	Accrued impairment BGN'000	Annual interest %	Maturity

Company	8,783	8,172	1,661	(1,050)	6.70%	31.dec.23
Company	4,986	4,830	1,244	(1,088)	6.70%	31.dec.23
Company	4,659	3,555	1,637	(533)	5.00%	31.dec.25
Company	3,432	3,000	964	(532)	5.00%	31.dec.23
Company	974	1,080	123	(229)	6.70%	31.dec.19
Company	390	314	76	-	7.00%	07.aug.23
Company	366	350	16	-	5.00%	31.dec.23
Company	65	65	-	-	6.70%	31.dec.23
Company	2	121	9	(128)	5.00%	31.dec.23
Company	-	-	429	(429)	6.70%	31.dec.19
Company	-	5,190	-	(5,190)	0.00%	28.oct.15
Company	-	2,210	-	(2,210)	9.50%	28.oct.15
Company	-	1,500	133	(1,633)	8.75%	17.jul.15
Company	-	1,258	346	(1,604)	6.70%	31.dec.23
Company	-	44	-	(44)	9.50%	21.jan.17
Company	-	22	3	(25)	6.70%	31.dec.23
Company	-	12	1	(13)	8.50%	26.aug.15

	23,657	31,723	6,642	(14,708)

Cash and cash equivalents

As at March 31, 2023 the Group reported cash amounted to BGN 3,254 thousand as BGN 106 thousand are blocked as collateral under enforcement cases.

In the notes under Art.15, par.1 of Ordinance No2 and the Public Offering of Securities Act (POSA), as cash equivalents of BGN 2,115 thousand, is presented the cash collected from the trade sites as at the end of the reporting period and actually registered in the Group's bank accounts at the beginning of the next reporting period.

Registered capital

The Group's registered capital is presented at its nominal value. The registered capital of the Group represents the registered capital of the Parent company Petrol AD.

As at the end of the reporting period shareholders in the Parent company are as follows:

Shareholder	March. 31, 2023

Alfa Capital AD	28.85%
Yulinor EOOD	23.11%
Perfeto Consulting EOOD	16.43%
Trans Express Oil EOOD	9.82%
Petrol Bulgaria AD	7.05%
Gryphon Power AD	5.49%
Storage Invest EOOD	3.66%
VIP Properties EOOD	1.94%
The Ministry of Energy	0.65%
Other minority shareholders	3.00%

	100.00%

The Management of the Parent company has undertaken series of measures related to optimization of its capital adequacy. At several General Meetings of Shareholders (GMS) held in the period of 2016 - 2017 a decision for reverse-split procedure for merging 4 old shares with a nominal value of BGN 1 into 1 new share with a nominal value of BGN 4 and consequent decrease of the capital of the Parent company in order to cover losses by decreasing the nominal value of the shares from BGN 4 to BGN 1, was voted. In March 2018, following a decision of the Lovech Regional Court, which repealed the refusal of the Commercial Register to register the decision voted on EGMS for merging 4 old shares with a nominal value of BGN 1 into 1 new share with a nominal value of BGN 4, the applied change was registered in CR resulting in registered capital of the Parent company of BGN 109 249 612, distributed in 27 312 403 shares with a nominal value of BGN 4 each. The change in the capital structure of the Parent company was registered also in Central Depositary AD. The submitted on April 2018 application for registration of the voted on EGMS decision for the second stage of the procedure of the Parent company's capital to be decreased by decreasing the nominal value of the shares from BGN 4 to BGN 1 in order to cover losses, was refused by the Commercial Register.

At EGMS of Petrol AD held on November 8, 2018 the decision to decrease the capital of the Parent company in order to cover losses by decreasing the nominal value of the shares from BGN 4 to BGN 1 was voted again. A refusal of the application for registration of the decision in CR was enacted, which was appealed by the Parent company within the statutory term. The minority shareholders disputed the decision of EGMS and additionally to the refusal the application proceeding was postponed until the pronouncing of the Lovech Regional Court on the court proceedings, initiated on minority shareholders' request.

In February 2019 was held a new EGMS, where the decision for reduction of capital was voted again and a decision for substitution of the deceased member of Supervisory Board Ivan Voynovski with Rumen Konstantinov was taken. A refusal on the application for registration of these circumstances in the file of the Parent company was enacted, which was appealed by the Parent company within the statutory term. In addition to the refusal, the registration proceeding was ceased on request of minority shareholders until the RC - Lovech rules on.

In May 2019 the Lovech Regional Court enacted a decision, which repealed the enacted refusal and turn back the case to the Registry Agency for registration of the application after a resumption of the ceased registration proceedings. At present, the court proceedings requesting a cancellation of the decisions taken on EGMS in February 2019 are pending.

Current income tax liabilities and tax audits

As at March 31, 2023 the Group has current corporate tax liabilities of BGN 49 thousand.

In August 2022 the Parent company received an ordinance for tax audit of the declared and paid corporate tax and taxes on expenses for the period 2016-2021 and value added tax for the period December 2016 - July 2022. As at the time of the issuance of these explanatory notes the tax audit is not completed.

Loans and borrowings and factoring liabilities

As at March 31, 2023 the Group has total liabilities under received bank, debenture and trade loans of BGN 50,100 thousand, including BGN 280 thousand current liabilities.

Bank loans

In September 2018 the Group entered into a credit-overdraft agreement on current account in commercial bank, intended for working capital with maximum allowed amount of BGN 2,000 thousand and repayment period until January 31, 2019 and contracted interest rate as Savings-based Interest Rate (SIR) plus added amount of 6,1872 points, but cumulatively not less than 6.5 per cent annually. The credit is secured with a special pledge of its goods in turnover, representing oil products and with pledge of receivables on bank accounts. In December 2018, as a result of a signed annex to an agreement from 2016 for revolving credit line with the same bank, the Group negotiated an increase of the amount of the credit line of BGN 9,500 thousand with an additional amount of BGN 11,500 thousand, by which the total amount of credit line rose to BGN 21,000 thousand. The line is separated in total limit of BGN 13,500 for issuance of bank guarantees and BGN 7,500 for refinancing of the received credit-overdraft of BGN 2,000 thousand and the rest for working capital.

The increased amount of the credit limit on the revolving credit line is covered additionally with establishment of mortgages and pledges of properties, plants and equipment and special pledge on goods in turnover, representing oil products. In June 2019 the loan was partially repaid and the limit for working capital decreased from BGN 7,500 thousand to BGN 7,000 thousand as at December 31, 2020. In January 2020 the Parent company renegotiated the terms of the used credit line granted to it by a commercial bank under a revolving credit line agreement and achieved a reduction of the annual compound interest of SIR + 5,2802 per cent, but not less than 5.5 per cent. In March 2021 and September 2021 the Group repaid BGN 1,650 thousand principal of this tranche of the credit line. In December 2021 the bank granted additional tranche for BGN 100 thousand and the repayment term is extended to December 15, 2024. As at March 31, 2023 the Group has a principal liability under this loan for BGN 5,400 thousand.

In April 2022 the Parent company negotiated an increase for working capital under this credit line by a new tranche with a maximum amount of BGN 4,500 thousand, as with the same amount the line for bank guarantees was decreased. The amount is received and as at March 31, 2023 the Group has an principal liability under this tranche for BGN 4,500 thousand. The contracted annual interest is Savings-based Interest Rate (SIR) plus added margin of 4.174 points, but not less than 4.25 per cent. The payment term is until December 16, 2024.

In June 2022 the Parent company negotiated another increase for working capital under this credit line by a new tranche with a maximum amount of BGN 3,600 thousand, as with the same amount the line for bank guarantees was decreased to BGN 5,400 thousand, and the total limit under the revolving credit line was decreased to BGN 18,900 thousand. The amount is received and as at March 31, 2023 the Group has an principal liability under this tranche for BGN 3,600 thousand. The contracted annual interest is Savings-based Interest Rate (SIR) plus added margin of 4.1764 points, but not less than 4.25 per cent. The payment term is until December 14, 2024.

On September 30, 2022 the Group received a letter from the bank-creditor for one-sided increase of the added margin to the interest rate by 0.5 per cent on the granted by the bank three tranches, due to changed interest environment and high inflation rates.

Debenture loans

In October 2006, the Parent company issued 2,000 registered transferable bonds with fixed annual interest rate of 8.375 per cent and emission value of 99.507 per cent of the nominal, which is determined at EUR 50,000 per bond. The purpose of the bond issue is to provide funds for working capital, investment projects financing and restructuring of previous Group's debt. The principal was due in one payment at the maturity date and the interest was paid once per year. At the general meetings of the bondholders conducted in October and December 2011, it was decided to extend the term of the issue until January 26, 2017. On December 23, 2016, a procedure for extension of the bond issue to 2022 and reduction of the interest rate in the range from 5.5 per cent to 8 per cent was successfully completed.

In September 2020, the Parent company successfully completed a procedure for renegotiation of the terms of the debenture loan. The maturity of the principal of the debenture loan is deferred until January 2027, and the agreed interest rate is reduced to 4.24 per cent per year, as the periodicity of the due interest (coupon) payments is every six months - in January and in July of each year until the maturity of the loan.

As at the date of preparation of these financial statements the nominal value of the debenture loan is EUR 18,659 thousand.

The liabilities under the debenture loan are disclosed in the statement of financial position at amortised cost. The annual effective interest rate after the term extension of the bond issue is 4.67 per cent. (incl. 4.24 per cent annual coupon rate).

Factoring

In February 2019 the Group entered into an agreement with a commercial bank for factoring with special terms and without regress for transferring of preliminary approved receivables with a maximum period of the deferred payments up to 120 days from the date of invoice issuance with a payment in advance of 90 per cent of the value of the transferred receivables including VAT. The commission for factoring services is 0.35 per cent of the total value of the transferred invoices plus additional annual taxes. The interest for the amounts paid in advance is Base Deposit Index for Legal Entities + 1.95 per cent, accrued daily and paid on monthly basis at the end of every calendar month. In November 2021 a new Annex for special terms with a regression right, decrease of the commission to 0.13 per cent on the total amount of the transferred invoices including VAT, and decrease of the interest to Base Deposit Index for Legal Entities + 1.60 per cent accrued daily and paid on monthly basis at the end of every calendar month, was signed. As at March 31, 2023, the Group has BGN 145 thousand exposure under this factoring agreement.

Operating lease agreements

The Group is lessee under operating lease agreements. As at March 31, 2023 the recognised rental expenses in the statement of profit or loss and other comprehensive income, include expense at the amount of BGN 261 thousand for renting of fuel stations under operating lease, which fall within the exceptions of IFRS 16 and which agreements include clause stipulating that both parties have the right to cease the agreement for each separate fuel station or as a whole with an immaterial penalty.

Subsidiaries

The Parent company (the Controlling company) is Petrol AD. The subsidiaries included in the consolidation, over which the Group has control as at March 31, 2023 are as follows:

Subsidiary	Main activity	Ownership interest
Petrol Properties EOOD	Trading movable and immovable property	100 per cent

Varna Storage EOOD	Trade with petrol and petroleum products	100 per cent
Petrol Finance EOOD	Financial and accounting services	100 per cent
Elit Petrol -Lovech AD	Trade with petrol and petroleum products	100 per cent
Lozen Asset AD	Acquisition, management and exploitation of property	100 per cent
Kremikovtsi Oil EOOD	Processing, import, export and trading with petroleum products	100 per cent
Shumen Storage EOOD	Processing, import, export and trading with petroleum products	100 per cent
Office Estate EOOD	Ownership and management of real estates	100 per cent
Svilengrad Oil EOOD	Processing, import, export and trading with petroleum products	100 per cent
Varna 2130 EOOD	Trade with petrol and petroleum products	100 per cent
Petrol Export EOOD	Export wholesale trading with fuels	100 per cent
Bulgaria Cargo Rail EOOD	Export and transport of petrol and petroleum products	100 per cent
Petrol Investment AD	Acquisition, management and exploitation of property	99,98 per cent
Petrol Finances OOD	Financial and accounting services	99 per cent
Petrol Technologies OOD	IT services and consultancy	98,80 per cent
Petrol Technology OOD	IT services and consultancy	98,80 per cent

Contingent liabilities, including information for newly arising significant liabilities for the reporting period

As at March 31, 2023 the Group has contingent liabilities, including issued mortgages and pledges of property, plant and equipment and non-current assets held for sale, which serve as a collateral for bank loans granted to the Group and unrelated parties and credit limits for issuance of bank guarantees with total carrying amount of BGN 25,098 thousand, including in favour of First Investment Bank AD BGN 19,429 thousand, Investbank AD - BGN 3,592 thousand and DSK AD - BGN 2,077 thousand.

Pursuant to an agreement from October 17, 2018 and its annexes, the Group is a joint debtor and a guarantor on a promissory note for the amount of BGN 48,750 thousand in favour of Investbank AD under a credit facility on unrelated party - supplier, including, including limit for overdraft and limit for stand-by credit for issuance of bank guarantees in favour of Customs Agency. The total amount of the utilized funds and issued bank guarantees of all borrower's exposures to the Bank shall not exceed BGN 45,000 thousand. In relation to this credit agreement, the Group has established a special pledge on its cash in the bank account opened in Investbank AD with total amount of BGN 11 thousand as at March 31, 2023 and a special pledge on receivables from contractors for BGN 4,000 thousand average monthly turnover.

Pursuant to an agreement from June 22, 2020 and annexes, the Group is a joint debtor in favour of Investbank AD for BGN 7,000 thousand under overdraft credit agreement, received by unrelated party - supplier, and a guarantor on a promissory note under the same credit agreement for BGN 9,000 thousand.

Pursuant to an agreement from June 17, 2021 the Group is a joint debtor in favour of Investbank AD under credit line for bank guarantees for BGN 600 thousand, received by an unrelated party - supplier.

Pursuant to an agreement from February 24, 2022 the Group is a joint debtor in favour of Investbank AD under an investment credit line agreement for USD 1,260 thousand, received by unrelated party - supplier.

The Group bears a joint obligation according to an debt agreement from January 13, 2017 on an obligation of a subsidiary until March 2018 - Elit Petrol AD for BGN 2,346 thousand as at March 31, 2023.

Under a bank agreement for revolving credit line signed with First Investment Bank AD, on September 21, 2016, with a total credit limit of BGN 18,900 thousand as at March 31, 2023, including credit line for bank guarantees for 5,400, bank guarantees were issued for a total amount of BGN 5,400 thousand as at March 31, 2023, including BGN 2,550 thousand in favor of third parties - Group's suppliers, BGN 500 thousand in favour of Ministry of Economy for securing the operations of the Parent company related to its registration under the Law on the Administrative Regulation of Economic Activities Related to Oil and Petroleum Products, and BGN 2,350 thousand to secure own liabilities related to contracts under the Public Procurement Act. As a collateral of an investment loan signed in July 2016, a mortgage of property, acquired through the investment loan and a pledge of receivables, arising from opened bank accounts of the Parent company to the amount of the outstanding balance of the loan, which as at the March 31, 2023 amounting to BGN 295 thousand and assets amounted to BGN 1,500 thousand.

Under an agreement for provision of financial security with pledge of receivables, cash in the amount of BGN 65 thousand was blocked, securing additional bank guarantees in the amount of BGN 51 thousand, issued in connection with the Public Procurement Act.

There is a pending litigation in relation to a signed in 2015 guarantee contract of the liabilities of a subsidiary until February 2018, arising of a cession contract of BGN 245 thousand. In April 2020 a final decision on the pending case was ruled. The court held that the Group is responsible as a guarantor for the obligations of the subsidiary under the cession contract. The Court of Appeal annulled the decision of the first-instance court in its entirety and found that the Group's claim under the warranty agreement had been established jointly with the other related party. The decision of the Court of Appeal was appealed by the Parent company in the Supreme Court of Cassation, but was not allowed to appeal. The Group has filed a claim to establish the non-existence of these receivables, and the case initiated is pending. A collateral at the amount of BGN 25 thousand to the court's account was admitted for a future claim against the provision of a guarantee in favor of the Group, as a result of which the enforcement proceedings initiated against the Group for these receivables were suspended. By a decision of November 2021, the Court recognized as established on the negative claim filed by the Parent company that the Group does not owe the defendant these claims. The decision of November 2021 was appealed by the defendant and the case is currently pending at second instance.

The funds given as collateral under Art. 180 and Art. 181 of the Law on Obligations and Contracts (LOC) at the amount of BGN 245 thousand in the case initiated against the Group in 2015, together with the amount of BGN 93 thousand, were collected by the bailiff during the enforcement proceedings initiated against the Group. However, they have not been distributed due to the suspension of the enforcement case, based on the security of a future claim provided in favor of the Group and remain blocked on the account of the bailiff until the final conclusion of the litigation.

In the previous reporting periods companies from the Group have entered into the debt under two loan agreements of a subsidiary with a bank-creditor (until December 2015) for USD 15,000 thousand and USD 20,000 thousand, respectively. In 2015 the bank -creditor acquired court orders for immediate execution and receiving orders against the subsidiaries - joint debtors. In relation to the claims filed by the subsidiaries, the competent court has revoked the immediate enforcement orders and has invalidated the receiving orders. In October and December 2015 the creditor has filed claims under Art. 422 of Civil Procedure Code (CPC) against the subsidiaries for the existence of the receivables under each loan agreement. The court proceedings of the creditor are still pending.

In December 2016 the first-instance court decreed a decision (the Decision) which admit for established that the bank has a receivable amounted to USD 15,527 thousand from the subsidiaries - joint debtors, arising from a signed loan agreement for USD 15,000 thousand. With the same decision the court has ordered the joint-debtors to pay BGN 411 thousand to the bank - creditor for legal advisory fees and court dispute expenses and BGN 538 thousand state fee in favor of the judiciary state for the ordered proceedings and BGN 538 thousand state fee for claim proceedings. In January 2017, the co-debtors have filed in time appeals against the court decision, because of that the decision did not come into force. As at the date of the preparation of these explanatory notes, the court dispute is pending in the appeal court. The Group's Management considers that there are grounded chances the Decision to be entirely repealed.

As at the date of the preparation of these explanatory notes, the filed proceedings against the subsidiaries - joint debtors for estimation of the bank receivables due to the loan agreement for USD 20,000 thousand is pending before the first-instance court. The Management expects favorable decision by the competent court. In 2018 the Parent company sold its interest in one of co-debtor subsidiaries and the potential risk for the Group is reduced to the court proceedings against the second subsidiary.

A creditor of a subsidiary (until December 2015) unreasonably claimed in court the responsibility of the Parent company under a contract of guarantee for liabilities arising from a contract for a framework credit limit as a result of that the bank accounts of the Parent company amounting to USD 29,983 thousand were garnished. This claim was disputed in court by Petrol AD because the liability as guarantor has not occurred and / or extinguished pursuant to Art. 147, par. 2 of the LOC. At the time of conclusion of the guarantee deadline of the arrangements between the lender and subsidiary contractual framework for credit limit was July 1, 2014. The term of the framework credit limit was extended without the consent of the customer, therefore the responsibility of the latter has fallen by six months after initially agreed period, during which the creditor has brought an action against the principal debtor. The term under Art. 147, par. 1 of the LOC is final and upon its expiration the Parent company's guarantee has been terminated, so the objection of the Parent company was granted by the court and imposed liens on bank accounts were lifted.

Following the cancellation of the writ of execution, pursuant to order proceedings, which imposed liens on bank accounts of the Parent company, the creditor has initiated legal claim proceedings under Art. 422 of the CPC to establish the same claims against the subsidiary (until December 2015) and the guarantor Parent company. In these proceedings the objections are repeated that liability as guarantor has not occurred and / or extinguished pursuant to Art. 147, par. 2 of the LOC, and therefore the Management expects that the claim of the creditor against the Parent company will be dismissed permanently by a court decision on those cases. At present, the case is suspended due to the existence of a preliminary ruling, which is important for the correct resolution of the case.

On November 4, 2021, the Group signed with Allianz Bank Bulgaria AD a factoring agreement with regress and interest rate of Base Deposit Index for Legal Entities +1.6%, but not less than 1.6 per cent per year on the amount of the advance provided. As at March 31, 2023, the Group has liabilities at the amount of BGN 717 thousand related with financing received under this factoring agreement.

The Group has secured the Trade Receivables Purchase Agreement (standard factoring) entered into in March 2021 with a commercial bank by pledging receivables on the Group's bank accounts opened with the bank with a carrying amount as at March 31, 2023 of BGN 295 thousand. As at March 31, 2023, the Group has no liabilities under this agreement.

As at March 31, 2023 cash in Group's bank account for BGN 41 thousand are blocked under enforcement proceedings against the Group.

Other significant events occurred during the reporting quarter and cumulatively from the beginning of the financial year

By Decision No 739 of 26.10.2021, as amended by Decision No 771 of 06.11.2021 and Decision No 885 of 16.12.2021, the Council of Ministers adopted a programme for compensation of non-household end-users of electricity. The programme aims to protect and assist all non-household end-users to cope with the effects of electricity price fluctuations. As at the end of the reporting period, the Group had received and recorded revenue of BGN 138 thousand from government funding under this programme.

III. Disclosure of transactions with related parties

The total amount of accrued remunerations of the members of the Management and Supervisory Boards of the Parent company included in personnel expenses as at March 31, 2023 amount to BGN 382 thousand and the outstanding liabilities as at March 31, 2023 amount to BGN 90 thousand, of which BGN 78 thousand are presented as liabilities to personnel and BGN 12 thousand as liabilities to related parties

During the reporting period of 2023 no other related party transactions took place.

IV. Risks and uncertainties ahead of the Group for the rest of the financial year

Macroeconomic environment

The Petrol Group's activity is influenced by the general economic condition of the country and in particular the degree of the successful adoption of the market-oriented economic reforms by the government, changes in the gross domestic product (GDP) and the purchasing power of the Bulgarian customers. In the long term the change in the fuels consumption in the country is commensurate with the GDP.

At the end of 2019, a new coronavirus was identified in China. Due to the fast widespread of the virus across the world at the beginning of 2020, the World Health Organization declared a global pandemic. On March 13, 2020 the Parliament declared a state of emergency on request of the Government of Republic of Bulgaria and on March 24, 2020 the Law on Measures and Actions during a State of Emergency became effective. In order to restrict the widespread of coronavirus infection, an Order of the Health Minister was issued for the introduction of anti-epidemic measures, which directly affect the business activity of the Group. Part of the measures include extension and interruption of the administrative deadlines, extension of the of administrative acts, suspension of the procedural court terms and the statute of limitations, changes in the labor legislation, referring to new working hours, suspension of work and / or reduction of working hours and use of leave, etc. The pandemic causes a significant reduction in economic activity in the country and raises significant uncertainty about future processes in macroeconomics in 2020 and beyond.

The Group's Management monitors the emergence of risks and negative consequences in the outcome of the pandemic with COVID-19, currently assessing the possible effects on the assets, liabilities and activities of the Group, striving to comply with contractual commitments, despite the uncertainties and force majeure circumstances. In view of the introduced anti-epidemic measures and restrictions in the pandemic, which cause a significant reduction in economic activity and creates significant uncertainty about future business processes, there is a real risk of a decline in sales of the Group. However, Management believes that it will be able to successfully bring the Group out of the state of emergency in which it is situated.

At the end of February 2022, several countries (including the United States, the United Kingdom, Canada, Switzerland, Japan and the EU) imposed sanctions on certain legal entities and individuals in Russia due to its official recognition of two regions separating from Ukraine, the Donetsk Republic and the Luhansk Republic and the military operations on the territory of Ukraine started on February 24, 2022. Subsequently, additional sanctions against Russia were announced. The recent events arising from the military conflict in Ukraine have created challenges for businesses located and operating there. As a result of the beginning of 2022, there has been a significant increase in fuel prices - a sector in which the Group also operates.

The Group has no assets in the affected countries, but has direct relationships with counterparties operating in these countries. The Management is in the process of analyzing the risks and effects on the Group.

The arising military conflict and the imposed by EU, US economic, financial and other sanctions on Russia to end the conflict are blocking economic activity between the European Union and Russia, restricting payments and the free movement of people, goods and services.

The military conflict has further affected the prices of many goods, resources and services, as Russia is a major exporter of fossil fuels, metals and other resources, and the purpose of sanctions imposed by the European Union and the United States is to limit Russia's economic activity. Fossil fuels are still a major part of the process from the creation to final consumption of almost all goods in the EU, as a result of which a future uncertainty about prices and availability of fossil fuels and other resources worsens the economic prospects for the EU and Bulgaria in particular.

As the main activity of the Petrol Group is wholesale and retail trade and storage of fuels and other petroleum products, a lasting increase in international fossil fuel prices will have a negative impact on the Group's sales, leading to significant losses and deterioration of the financial condition and operational results of the Petrol Group. As the majority of fossil fuel supplies in the country are of Russian origin, a potential complete ban on fuel supplies from Russia could lead to a shortage of fuels in the country and problems for the Petrol Group to secure its sales, with the risk of closure of retail petrol stations, temporary working hours and other negative consequences. To respond to this scenario, the Group's management is examining the possibility of importing fuels from third countries, thus being able to reduce the potential future consequences for the Petrol Group of the EU and the US sanctions imposed on Russia and potential reciprocal sanctions.

The Group's results from operations are affected by a number of factors, including macroeconomic conditions in Bulgaria, competition, variation of gross margins, fluctuations in crude oil and petroleum

product prices, product mix, relationships with suppliers, legislative changes, and changes in currency exchange rates, weather conditions and seasonality. In 2023, the Group continues to suffer negative consequences from the drastic increase in the prices of electricity and raw materials, both on the domestic and global markets.

The plans for the future development of the company are closely related and depend to a greater extent to the stated expectations for changes in the market environment. The Management continues to follow the program outlined and started in the beginning of 2014 for restructuring the activities of Petrol Group, aiming to concentrate the efforts to optimize and develop the core business - wholesale and retail trading with fuels. With the aim to improve the financial position, the Management continues to analyze actively all expenses and to look for hidden reserves for optimization.

Future uncertainty about the ability of customers to repay their obligations, in accordance with the agreed conditions, may lead to an increase of impairment losses on interest loans granted, trade receivables, financial assets available-for-sale and other financial instruments, as well as the values of other accounting estimates in subsequent periods might materially differ from those specified and recorded in these consolidated financial statements. The Group's Management applies the necessary procedures to manage these risks.

The Group's Management activities are directed to validation of the principles and traditions of good corporate governance, increasing the trust of the interested parties, namely shareholders, investors and counterparties, and to disclosure of timely and precise information in accordance with the legal requirements.

Legislature

The Parent company is supervised by several regulatory bodies in the country and a potential change in the regulatory framework, regulating the Parent company's activity may have a negative impact on the Group's financial results. In July 2018 the Government of the Republic of Bulgaria adopted a new Law for Administrative Regulation of the Economic Activities, Related to Petrol and Petroleum Products, which aims to provide security and predictability in trading with petrol and petroleum products and increase the energy security of the country. Due to its core business, this law will affect the Group. As at the date of issuance of these financial statements, the Parent company is entered in the register to the Ordinance on the terms and conditions for keeping a register of entities carrying out economic activities related to oil and petroleum products for the wholesale trading activity and has issued a bank guarantee in favor of the Ministry of Economy at the amount of BGN 500 thousand. As at the date of issuance of these financial statements, the registration procedure of the Parent company for retail trading with oil and petroleum products is finished.

Suppliers

Due to the specific of the primary business of Petrol Group, namely retail and wholesale trading with fuels, the Group's fuels supplies are provided by a small number of suppliers, as a result of which the Group is at risk of discontinuation of relationships with key suppliers, which may lead to a short-term depletion of inventories and trading activity difficulties;

Petrol Group's wholesale and retail trading with fuels, lubricants and other goods, and storage of fuels is carried out through its own and rented from third parties petrol stations and storage facilities. There is a risk from a suspension of the relationships with the lessors and termination of the lease agreements for the petrol stations and/or storage facilities, which can have a significant negative impacts on Petrol Group as deteriorating of sales, worsening of the financial results and substantial loss of market share.

Competition

In the last few years, there has been a tendency for consumers to increasingly turn to established and well-known brands with a tradition in fuel retail. As a result, some small retailers were forced to close down or enter into franchise or dealership agreements with one of the major market participants. Due to the general decline in economic activity, consumer attitudes and the introduction of additional regulatory control by the government, the share of small independent players continues to decline.

The lack of strategic deals and significant investments by large participants in the retail fuel market has led to a minimal change in the market shares of companies in the sector;

Price risk

The Group is at risk of frequent and sharp changes in prices of fuels and non-petroleum goods. Because of that, the future financial results may diverge significantly from the expectations of the Group's Management. Any future sharp fluctuations in the price of fuels and non-petroleum goods may lead to a deterioration of the financial position of the Group;

Market risk

The Group is exposed to the risk of change in currency rate, movement in the interest rates and the prices of the capital instruments, which may impact the Group's financial instruments or the value of its investments.

Interest rate risk

Risks arising from the increase in the price of the Group's financing;

Credit risk

The risk of inability of the Group's trade partners to fulfill their contractual obligations, which may lead to losses for the Group;

Exceptional costs

There is a risk of incurring unforeseeable costs, which to affect negatively the financial position of the Group;

Political risk

Risks to the Group arising from global and regional political and economic crises;

Climate conditions and seasonality

Climate conditions and seasonal fluctuations in demand for certain petroleum products affect the Group's operating results. Gasoline and diesel demand peaked in the second and third quarters, due to both the summer holiday season and the increased demand from farmers, who traditionally increase their consumption during the autumn season

Liquidity risk

Liquidity risk is the risk that the Group may not be able to meet its financial obligations when they fall due. The policy is aimed at ensuring sufficient liquidity with which to serve liabilities when they fall due, including abnormal and emergency situations.