National Storage Mechanism | Additional information

PETROL AD

Legal Entity Identifier (LEI): 4851003SBNLWFQX4XS80

02 June 2025

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, 2025

(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

	2025 BGN'000	2024 BGN'000

Revenue	108,691	114,382
Other income	304	159

Cost of goods sold	(94,734)	(100,479)
Materials and consumables	(1,046)	(828)
Hired services	(4,761)	(4,838)
Employee benefits	( 5 , 9 53)	( 5 ,6 69 )
Depreciation and amortisation	( 2 , 0 94)	( 2 , 002 )
Reintegration of (Impairment) losses	(30)	( 22 )
Other expenses	(335)	(1 81 )

Finance income	3,242	2 ,4 5 7
Finance costs	( 4 , 9 48)	( 4 , 379 )

Profit (loss) before tax	(1 ,664 )	(1 , 400)

Tax income (expense)	(1)	(183)

Loss for the period	(1 ,665 )	(1 , 583)

Total comprehensive income for the period	(1 ,665 )	(1 , 583)

Loss attributable to:

Owners of the Parent company	(1 ,665 )	(1 , 583)
Non-controlling interest	-	-

Loss for the period	(1,665)	(1 ,5 83)

Total comprehensive income attributable to:

Owners of the Parent company	(1 ,665 )	(1 , 583)
Non-controlling interest	-	-

Total comprehensive income for the period	(1,665)	(1 , 583)

Profit (loss) per share (BGN)	( 0. 06)	( 0. 06)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at March 31, 2025

		March 31 2025 BGN'000		Dec. 31 2024 BGN'000

Non-current assets

Property, plant and equipment and intangible assets		110,951		112,025
Investment properties		1,490		1,503
Right-of-use asset		10,459		11,284
Goodwill		6,514		6,514
Deferred tax assets		3,633		3,487
Trade loans granted		41,115		40,849
Guarantee Deposits		69,430		59,430

Total non-current assets		243,592		235,092

Current assets

Inventories		13,012		13,257
Non-currents assets, held for sale		927		927
Loans granted		83,150		81,448
Trade and other receivables		27,926		25,352
Cash and cash equivalents		1,618		1,740

Total current assets		126,633		122,724

Total assets		370,225		357,816
Equity

Registered capital	27,312		109,250
Reserves	45,272		45,422
Accumulated loss	(53,157)		(133,580)

Total equity attributable to the owners of the Parent company	19,427		21,092

Non-controlling interests	37		37

Total equity	19,464		21,129

Non-current liabilities

Loans and borrowings	244,397		236,774
Liabilities under lease agreements	8,101		8,860
Deferred tax liabilities	1,439		1,405
Employee defined benefit obligations	856		856

Total non-current liabilities	254,793		247,895

Current liabilities

Trade and other payables	64,750		53,605
Loans and borrowings	26,081		30,113
Liabilities under lease agreements	3,531		3,449
Income tax liability	1,606		1,625

Total current liabilities	95,968		88,792

Total liabilities	350,761		336,687

Total equity and liabilities	370,225		357,816

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended March 31, 2025

		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 at January 1, 2024	109,250	18,864	26,981	(132,205)	22,890	38	22,928

Changes in equity for 2024
Comprehensive income for the period

Loss for the year	-	-	-	(1,650)	(1,650)	(1)	(1,651)

Remeasurement on defined benefits obligations	-	-	-	(148)	(148)	-	(148)

Total other comprehensive income	-	-	-	(148)	(148)	-	(148)

Total comprehensive income	-	-	-	(1,798)	(1,798)	(1)	(1,799)

Transfer of revaluation reserve of assets to the accumulated profit, net of taxes	-	-	(423)	423	-	-	-

Balance at December 31, 2024	109,250	18,864	26,558	(133,580)	21,092	37	21,129

Changes in equity for the period ended March 31, 2025
Comprehensive income for the period

Loss for the period	-	-	-	(1,665)	(1,665)	-	(1,665)

Total comprehensive income	-	-	-	(1, 665 )	(1, 665 )	-	(1, 665 )

Increases (decreases) by transfer between registered capital and uncovered losses	(81,938)	-	-	81,938	-	-	-

Transfer of revaluation reserve of assets to the accumulated profit, net of taxes	-	-	(150)	150	-	-	-

Balance as at March 31, 2025	27,312	18,864	26,408	(53,157)	19,427	37	19,464

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended March 31

	2025 BGN'000		2024 BGN'000

Cash flows from operating activities

Loss for the period	(1, 665 )		(1,583)

Adjustments for:

Tax (income) / expense	1		183
Depreciation/amortization of property, plant and equipment, intangible assets and right-of-use assets	2,094		2,002
Interest expense and bank commissions, net	1,665		1,939
Shortages and normal loss, net of excess assets	15		(16)
Provisions for unused paid leave and retirement benefits	313		306
Impairment (Reversal) of assets	30		22
Profit on sale of assets	(44)		(42)

	2,409		2,811

Change in trade payables	9,196		1,041
Change in inventories	230		2,011
Change in trade receivables	(2,649)		(1,544)

Cash flows from operating activities	9,186		4,319

Interest, bank fees and commissions paid	(2,836)		(3,788)
Income tax paid	(105)		-

Net cash from operating activities	6,245		531

Cash flows from investing activities

Payments for purchase of property, plant and equipment, excl. VAT	(21)	(36)
Proceeds from disposal of property, plant and equipment, excl. VAT	2,398	166
Payments for loans granted, net	(10,05 6 )	(3,193)
Interest received on loans and deposits	272	248

Net cash flows used in investing activities	(7,407)	(2,815)

Cash flows from financing activities

Proceeds from loans and borrowings	10,015	4,987
Repayment of loans and borrowings	(7,871)	(800)
Paid dividends	-	(1,120)
Payments under lease agreements	(1,043)	(656)

Net cash flows from financing activities	1,101	2,411

Net increase (decrease) in cash flows during the year	(61)	127

Cash and cash equivalents at the beginning of the year	1,648	3,347

Effect of movements of exchange rates	(41)	(17)

Cash and cash equivalents at the end of the period (excl. blocked)	1,546	3,457

CONDENSED EXPLANATORY NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2025

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 activity of Petrol AD and its subsidiaries (the Group) is related with trading of petrol products, non-oil products, merchandise and services.

These explanatory notes are prepared according to 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 during public offering of securities and admission of securities to 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 2025. The explanatory notes reflect their influence on the results in the statements for the first quarter of 2025 and describe of 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 2025

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, property, plant and equipment recognized as a result of business combination and carried at fair value. 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 assets held for sale

The initial revalued (to fair) 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 of 1 January 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%, 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 31 December 2022. In these interim consolidated financial statements, property, plant and equipment and intangible fixed assets are presented at the valuations prepared by an independent valuer as at 31 December 2022, in which the intermediate comparisons, capitalised rental income and property value methods were used to determine fair value.

As at 31 March 2025 the Group has property, plant and equipment and intangible assets with a total carrying amount of BGN 110,951 thousand. Property, plant and equipment with a carrying amount of BGN 95,609 thousand are mortgaged or pledged as security for bank loans granted to the Group and to unrelated parties under credit facility agreements for the issue of bank guarantees.

Investment Property

The investment properties, representing a land property and a building with a carrying value as at 31 March 2025 of BGN 1,490 thousand, were acquired in December 2016 through a business combination. The Group has estimated their fair value for disclosure purposes using an independent valuer's valuation which has been carried out using the amortised cost method, the median comparison method, the capitalisation of future rental income method. The fair value of the investment properties at 31 March 2025 is BGN 2,358 thousand. The investment properties serve as collateral for obligations under a bank loan agreement.

Leases

The following items and amounts related to leases are presented in the consolidated statement of financial position at March 31, 2025:

	31 March 2025 BGN'000

Right-of-use assets, incl.:	10,459

Properties (lands and buildings)	9,777
Transport vehicles	668
Machinery, plants and equipment	1 4

Liabilities under leases, incl.:	(11,632)
Current liabilities Non-current liabilities	(3 , 531) (8, 1 01)

Depreciation costs of right-of-use assets, incl.:	825
Properties (lands and buildings)	696
Transport vehicles	128
Machinery, plants and equipment	1

Interest for right-of-use assets on lease agreements	193

Total	1 , 018

The Group has leased various assets: lands, petrol stations, small offices and buildings, transport vehicles, copying machines. The agreements are usually for 3 to 10 years but may include extension options.

Long-term Deposits in Banks

The Parent Company has provided cash on a long-term basis to a commercial bank pursuant to Debt Product Agreements in exchange for interest. As at 31 March 2025, receivables under these contracts amounted to BGN 69,430 thousand and interest amounted to BGN 926 thousand after an impairment charge of BGN 570 thousand, in accordance with the policy for recognition of expected credit losses on financial assets.

The Parent company has entered into an agreement for the blocking of these funds to secure the performance of credit facilities granted by the same bank, with the same term.

Loans granted

As at 31 March 2025, the Group reported trade loans receivable net of impairment of BGN 124,265 thousand, of which BGN 83,150 thousand is current.

Loans to related parties amount to BGN 15,584 thousand net of impairment and are disclosed in Section III of these Explanatory Notes - Information on related party transactions.

Loans to unrelated parties as of March 31, 2025 have the following interest rate terms and final maturity dates:

Category	Loans receivable as at 31.03.2025	Due Principal	Due Interest	Impairment until 31.03.2025	Annual Interest	Maturity
Debtor	net
	BGN'000	BGN'000	BGN'000	BGN'000	%

Commercial company	25,461	25,500	579	(618)	6.70%	Principal -31.dec.28
Commercial company	16,233	14,800	1,434	(1)	7.20%	31.dec.28
Commercial company	10,010	9,542	1,019	(551)	7.00%	31.dec.25
Commercial company	9,673	9,735	173	(235)	6.70%	31.dec.25
Commercial company	8,770	8,002	834	(66)	7.00%	31.dec.25
Commercial company	7,161	6,925	236	-	6.70%	31.dec.25
Commercial company	6,703	7,650	163	(1,110)	7.30%	31.dec.25
Commercial company	6,040	5,793	1,944	(1,697)	6.70%	31.dec.25
Commercial company	5,896	5,830	514	(448)	7.00%	31.dec.25
Commercial company	3,860	3,414	479	(33)	7.00%	31.dec.25
Commercial company	3,043	2,952	323	(232)	7.00%	31.dec.25
Commercial company	1,837	1,651	197	(11)	7.00%	31.dec.25
Commercial company	1,044	983	100	(39)	7.00%	31.dec.25
Commercial company	978	854	152	(28)	6.70%	31.dec.25
Commercial company	892	823	82	(13)	5.00%	31.dec.25
Commercial company	531	489	49	(7)	7.00%	31.dec.25
Commercial company	492	492	-	-	7.20%	31.dec.25
Commercial company	30	30	-	-	0.00%	31.dec.25
Sports Federation	20	20	-	-	0.00%	31.dec.25
Commercial company	5	313	121	(429)	7.00%	07. aug .25
Commercial company	2	121	22	(141)	5.00%	31.dec.25
Commercial company	-	5,190	-	(5,190)	0.00%	28. oct .15
Commercial company	-	2,210	-	(2,210)	9.50%	28. oct .15
Commercial company	-	1,256	520	(1,776)	6.70%	31.dec.24
Commercial company	-	44	-	(44)	9.50%	21. jan .17
Commercial company	-	20	6	(26)	6.70%	31.dec.25
Commercial company	-	-	429	(429)	6.70%	31.dec.19
Commercial company	-	-	1	(1)	8.50%	26. aug .15
	108,681	114,639	9,377	(15,335)

Cash and cash equivalents

As at 31 March 2025, the Group reported cash totalling BGN 1,618 thousand, of which BGN 72 thousand is blocked under attachments in enforcement proceedings.

In the notes under Art.15 par.1 of Ordinance No2 and the Public Offering of Securities Act (POSA), as cash equivalents of BGN 1,233 thousand, is presented the cash collected from the trade sites as at the end of the reporting period and 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.

On 06.03.2025, a change in the capital of the Parent Company was registered in the account of Petrol AD in the Commercial Register and the Register of Non-Profit Companies at the Registry Agency, in accordance with the resolution of the General Meeting of Shareholders of Petrol AD adopted on 18.02.2019, whereby the General Meeting of Shareholders resolves to reduce the capital of Petrol AD from BGN 109,249,612 to BGN 27,312,403 pursuant to Article 200, item 1 of the Commercial Law (LC) by reducing the nominal value of the issued shares from BGN 4 (four levs) to BGN 1 (one lev). The circumstance is reflected in the CRRNPC with the entry 20250306160504.

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

Акционер			31 March 2025

Alfa Capital AD			28.85%
Storage Invest EOOD			26.77%
Perfeto Consulting EOOD			16.43%
Trans Express Oil EOOD			9.82%
Petrol Bulgaria AD			7.05%
Gryphon Power AD			5.39%
The Ministry of Energy of the Republic of Bulgaria			0.65%
Other minority shareholders			5.04%

			100.00%

Current income tax liabilities and tax audits

As at 31 March 2025 the Group has current corporate tax liabilities of BGN 1,606 thousand.

Loans and borrowings and factoring liabilities

As at 31 March 2025, the Group has commitments under bank, bond and commercial borrowings totaling BGN 270,478 thousand, of which BGN 26,081 thousand are current.

Bank loans

In July 2023, the Parent company entered into an agreement with a commercial bank for a revolving line of credit in the amount of BGN 220,000 thousand to be used for purposes including, but not limited to, investment purposes, working capital, issuance of bank guarantees and opening letters of credit. The funds may be drawn down and repaid repeatedly until 15 August 2033 and the repayment period for all obligations arising from the credit line is until 15 September 2033. The annual interest payable on the amount drawn down consists of the Base Interest Rate (BLPA) for the leva applied by the Bank plus a surcharge of 3.21 percentage points, but not less than 5.9%. The credit line is secured by a specific pledge of the commercial enterprise of Petrol AD, subsidiaries Kremikovtzi Oil Ltd, Shumen Storage Ltd, Office Estate Ltd, Crystal Asset Properties Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria Ltd, Prima Asset Bulgaria Ltd, Prima Asset Trade Ltd, Prima Consult Properties Ltd, Prima Land Property Ltd. and unrelated parties, suretyship by an unrelated party, contractual mortgages on real estate of co-borrowers, including unrelated parties, suretyship and financial security over accounts receivable with the bank and cash deposited by the borrower under a debt product agreement.

The funds under the revolving credit line with a total credit limit of BGN 220,000 thousand are provided in tranches further approved by the Bank and further terms agreed by annexes between the parties.

In July 2023, based on the revolving line agreement with a total limit of BGN 220,000 thousand, an annex agreed to grant Tranche No.1 in the amount of BGN 90,000 thousand as an investment loan for the purchase of assets and company shares with a drawdown period until 30 October 2023. The interest rate and the final repayment term do not differ from those agreed in the main contract. The funds under this tranche have been drawn down and the Group has a liability for principal of BGN 76,500 thousand and interest of BGN 608 thousand as at 31 March 2025.

In July 2023, based on the revolving credit line agreement with a total limit of BGN 220,000 thousand, an annex agreed to grant Tranche No. 2 in the amount of BGN 30,000 thousand for working capital, funds for refinancing obligations under an existing revolving credit line granted by the same bank and funds for payment of bank guarantees and letters of credit. The drawdown period is until 14 August 2033. The interest rate and repayment deadline do not differ from those agreed in the main contract. In November 2023, the funds under Tranche No. 2 were drawn down and the Group has a liability for principal of BGN 24,621 thousand and interest of BGN 151 thousand as at 31 March 2025.

In July 2023, based on the revolving line agreement with a total limit of BGN 220,000 thousand, an annex agrees to provide Tranche No. 3 in the amount of BGN 55,000 thousand as working capital in the form of an overdraft. The period for multiple drawdown and utilization of the amount under this tranche is up to 14 August 2033. The interest rate and the final repayment term do not differ from those agreed in the main contract. As at 31 March 2025 the Group has a liability under this tranche for principal of BGN 55,000 thousand and interest of BGN 942 thousand.

In July 2023, based on the revolving line agreement with a total limit of BGN 220,000 thousand, an annex agreed to grant Tranche No. 4 in the amount of BGN 45,000 thousand as a revolving working capital loan. The drawdown and utilisation of the amount under this tranche shall be up to 14 August 2033. The interest rate and the final repayment term do not differ from those agreed in the main agreement. As at 31 March 2025, the Group has a liability under this tranche for principal of BGN 45,000 thousand and interest of BGN 771 thousand.

In November 2023, the Parent company entered into a bank loan agreement in the amount of BGN 3,000 thousand intended for working capital for operations, at an annual interest rate equal to the BIR A for BGN of the lender bank, plus a margin of 2.61 percentage points, but not less than 5.9% per annum. The repayment plan shall be for 5 (five) years with equal monthly installments of principal and the final repayment date shall be November 25, 2028. The loan is secured by mortgages on land and buildings owned by the Group, pledge of plant and machinery and equipment, and financial collateral by granting a pledge under the provisions of the FSA on accounts receivable opened with the creditor bank. As at 31 March 2025, the Parent company's liability for principal under this agreement amounted to BGN 2,250 thousand and BGN 14 thousand of interest.

In December 2024, based on the revolving line agreement with a total limit of BGN 220,000 thousand, an annex agreed to grant Tranche No. 6 in the amount of BGN 12,000 thousand as a revolving working capital loan. By an annexure in January 2025 the amount of the tranche was increased to BGN 12,750 thousand. The interest rate does not differ from the terms agreed in the main agreement, with the final repayment date being 31 December 2025. As at 31 March 2025 the Parent company has a liability under this tranche for principal of BGN 12,750 thousand and interest of BGN 69 thousand.

In December 2024, the Parent Company entered into a bank loan agreement in the form of an overdraft facility with a maximum permissible amount of BGN 15,000 thousand for working capital purposes for the Parent Company's operations, at an annual interest rate of BIR A per BGN of the lender bank, plus a margin of 3.21 percentage points per annum. The term of the facility is until 30 December 2029. The facility is subject to a pledge of security by way of pledge of the Parent company's receivables from the Bank under senior unsecured debt product agreements in the amount of BGN 15,000 thousand, under which pledge a pledge of BGN 5,000 thousand has been pledged as at 31 March 2025 and a pledge of the receivables under the Financial Collateral Contracts Act on all accounts of the Parent company opened with the Bank. As of March 31, 2025, the principal amount due under this agreement is BGN 15,020 thousand.

Debenture Loans

In October 2006, the Parent company issued 2,000 registered, transferable bonds with a fixed annual interest rate of 8.375% and an issue value of 99.507% of par, which was set at EUR 50,000 per bond. The purpose of the issue is to provide funds for working capital, financing of investment projects and restructuring of the Group's previous debt. The principal is payable once on maturity and interest is payable annually. At General Meetings of Bondholders held in October and December 2011, it was resolved to extend the maturity date of the issue to 26 January 2017. On 23 December 2016, a procedure was successfully completed to reschedule the maturity of the bond loan until 2022 and reduce the interest rate to a range of 5.5 to 8% with interest payments once a year.

In September 2020 the Parent company successfully completed a new procedure for renegotiating the conditions of the debenture loan. The maturity of the debenture loan principal is deferred until January 2027, the agreed interest rate is reduced to 4.24% per annum, with six months regularity of the interest (coupon) payments - in January and in July of each year until the maturity of the loan.

As of the date of these consolidated financial statements, the nominal value of the debenture loan amounts to EUR 18,659 thousand.

The debenture liabilities are presented in the statement of financial position at their amortised cost. In 2024, the annual effective interest rate on the issue is 4.51% (including a 4.24% annual coupon rate).

Trade loans received

In January 2023, the Parent company obtained a short-term loan from an unrelated party trading company with a credit limit of BGN 2,000 thousand and interest at 5% on the amount drawn down. The loan has a maturity date of 31 December 2023 and is repayable in principal. The liability as at 31 March 2025 amounts to BGN 3 thousand for interest.

In August 2024, the Parent Company obtained a short-term loan from an unrelated party trading company in the amount of BGN 150 thousand and interest at 8% per annum on the amount drawn down. The loan is repayable by 31 March 2025 and the liability as at 31 March 2025 is BGN 75 thousand and BGN 4 thousand for interest.

The amounts payable under trade loans from related parties are disclosed in the related party note in this notification.

Factoring

In August 2024, an addendum to an agreement dated 10 March 2021 for the purchase of receivables under commercial invoices (standard factoring) with a commercial bank agreed an aggregate advance limit of up to BGN 6,000 thousand at an annual interest rate of BIR A per BGN applied by the factor, increased by a mark-up of 1.01 percentage points but not less than 4.5% per annum on the amount of the advance granted. The agreement is secured by a pledge of receivables in the Group's bank accounts opened with the Bank, As at 31 March 2025, no receivables or payables have been transferred in relation to the funding received under this factoring agreement.

In December 2024, a second standard factoring agreement was finalized with the same bank with a total advance limit of BGN 3,000 thousand, an annual interest rate of the BIR A per BGN applied by the factor, increased by a surcharge of 1.01 percentage points but not less than 4.5% per annum on the amount of the advance granted. The agreement is secured by pledge of receivables from bank accounts of the Parent Company and pledge of receivables from counterparties is to be established.

Leases

The Group is a lessee under operating leases. As at 31 March 2025, rental expense recognised in the statement of profit, loss and other comprehensive income includes rentals of BGN 78 thousand in respect of sites leased under operating leases which fall within the IFRS 16 exemptions and whose leases contain a clause which agrees that both parties have the right to terminate the lease on individual sites or in full for an insignificant penalty.

Subsidiaries

The parent company (Controlling company) is Petrol AD. The subsidiaries included in the consolidation over which the Group has control as at 31 March 2025 are as follows:

Subsidiaries	Operations
Subsidiaries	Operations	31 March 2025 share (%)
VARNA STORAGE LTD	Trade with petrol and petroleum products	100
PETROL FINANCE LTD	Financial and accounting services	100
ELIT PETROL - LOVECH JSC	Assets management	100
LOZEN ASSET JSC	Acquisition, management and exploitation of property	100
PETROL PROPERTIES LTD	Real estate trading	100
KREMIKOVTSI OIL LTD	Processing, import, export and trading with petroleum products	100
SHUMEN STORGE LTD	Processing, import, export and trading with petroleum products	100
OFFICE ESTATE LTD	Ownership and management of real estates	100
SVILENGRAD OIL LTD	Processing, import, export and trading with petroleum products	100
VARNA 2130 LTD	Trade with petrol and petroleum products	100
BULGARIA CARGO RAIL LTD	Export and transportation of fuels and other petroleum products	100
CRYSTAL ASSETS TRADE LTD	Real estate management	100
CRYSTAL ASSET PROPERTY LTD	Real estate management	100
CRYSTAL ASSETS BULGARIA LTD	Real estate management	100
PRIMA ASSETS BULGARIA LTD	Real estate management	100
PRIMA ASSETS TRADE LTD	Real estate management	100
PRIMA CONSULT PROPERTY LTD	Real estate management	100
PRIMA LEND PROPERTY LTD	Real estate management	100
PETROL OIL RECYCLING LTD	Management, recycling and processing	100
SANDANSKI STORAGE LTD	Processing, import, export and trading with petroleum products	100
PETROL INVESTMENT JSC	Acquisition, management, exploitation of Real Estate	99.98
PETROL FINANCES LTD	Financial and accounting services	99.0
PETROL TECHNOLOGIES LTD	IT services and consultancy	98.8
PETROL TECHNOLOGY LTD	IT services and consultancy	98.8

In February 2025, the Management of the Group entered into a preliminary agreement for the sale of 100% of the shares of the subsidiary Office Estate Ltd. On 11.04.2025 the Group entered into a final agreement with an unrelated party for the sale of 1,541,000 company shares of the subsidiary Office Estate Ltd, which represents 100% of the company shares owned by the Group, for a sale price of BGN 2,462 thousand.

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

As at March 31, 2025 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 97,099 thousand, including in favour of First Investment Bank AD BGN 91,859 thousand, Investbank AD - BGN 3,202 thousand and DSK AD - BGN 2,038 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 47,667 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 43,800 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 24 thousand as at March 31, 2025 and a special pledge on receivables from contractors for BGN 4,000 thousand average monthly turnover.

Pursuant to an agreement dated 17 June 2021, the Group is a joint debtor in favour of Investbank AD under a Bank Guarantee Limit Agreement granted to an unrelated supplier in the amount of BGN 600 thousand.

The Group is jointly liable under a Debt Incurrence Agreement dated 13 January 2017 for the obligation of its subsidiary until March 2018 - Elit Petrol AD, which amounts to BGN 2,346 thousand as at 31 March 2025.

Under a revolving credit facility agreement entered into in 2023 with a total limit of BGN 220,000 thousand and a sub-limit of BGN 30,000 thousand for the refinancing of liabilities, including the issuance of bank guarantees and letters of credit, bank guarantees have been issued for a total amount of BGN 5,121 thousand as at 31 March 2025, including BGN 4,050 thousand under contracts with the Group's third party suppliers, a BGN 500 thousand bank guarantee in favour of the Ministry of Economy securing the Group's activities in connection with its registration under the Law on Administrative Regulation of Economic Activities Related to Petroleum and Petroleum Products and bank guarantees securing the Group's obligations under contracts in connection with the Public Procurement Law in the amount of BGN 571 thousand. As at 31 March 2025, the contract is secured by a pledge over the Group's receivables on bank accounts to secure obligations as well as mortgages on immovable property and pledges of plant and machinery and an aggregate of assets amounting to BGN 1,500 thousand.

In prior reporting periods, Group companies have entered into the debt of a subsidiary until December 2015 under loan agreements whereby the lender bank granted loans to the subsidiary in the amount of USD 15,000 thousand and USD 20,000 thousand. In 2015, the creditor obtained from the court immediate execution orders and writs of execution against the subsidiaries, joint and several debtors. In connection with the appeals filed by the subsidiaries, the competent court cancelled the immediate execution orders and invalidated the writs of execution. In October and December 2015, the creditor brought actions under Article 422 of the Civil Procedure Code against the subsidiaries for the existence of claims under each of the loan agreements. The legal proceedings initiated by the creditor have not been concluded.

In December 2016, the Court of First Instance rendered a judgment (the Judgment) finding that the Bank had a claim against the Subsidiaries, joint and several debtors, in the amount of USD 15,527 thousand arising from the Credit Agreement entered into for the amount of USD 15,000 thousand. By the same judgment, the court ordered the joint debtors to pay to the creditor bank the sum of BGN 411 thousand in legal fees and costs and, in favour of the budget of the judiciary, the state fee for the order proceedings in the amount of BGN 538 thousand and the state fee for the claim proceedings in the amount of BGN 538 thousand. In January 2017, the subsidiaries filed timely appeals against the Judgment, therefore it has not entered into force. As at the date of these notes, the dispute is pending before the Court of Appeal and the Group's management believes that there is a reasonable chance that the Judgment will be set aside in its entirety.

As of the date of these notes, a lawsuit is pending before the court of first instance against the subsidiaries, joint debtors, to establish the existence of the Bank's claim under the USD 20,000 thousand loan agreement. Management believes that there is a reasonable chance of a favorable decision by a court of competent jurisdiction. During 2018, the Parent company has sold its interest in one subsidiary-solidary debtor and the potential risk for the Group is reduced to the legal proceedings against the second subsidiary.

Corporate Commercial bank AD (in insolvency) - 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 the Group because the liability as guarantor has not occurred and / or extinguished pursuant to Art. 147, par. 2 of the LOC. At the time of signing of the guarantee agreement, the 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 of Art. 147, par. 1 of the LOC is final and upon its expiration the company's guarantee has been terminated, so the objection of the Parent company was granted by the court and imposed liens on bank accounts lifted.

After the writ of execution, pursuant to order proceedings, was canceled on which were 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 the 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.

The Group has claimed its receivables from the subsidiary (until December 2015). The claims are included in the list of admitted claims under Art. 686 of the Commercial Companies Code prepared by the insolvency administrator, but they are disputed by another creditor in the insolvency proceedings. Now, the pending court proceedings to establish the existence of these claims pursuant to Art. 694 of the Commercial Companies Code have been concluded with a decision and the court has accepted the Group's claims up to the amount of BGN 4,794 thousand.

As at 31 March 2025, cash in the Group's bank accounts amounting to BGN 72 thousand is blocked in enforcement proceedings to which the Group is a party.

Under a revolving credit line agreement signed in 2023 with a total limit of BGN 220,000 thousand. In July 2023, a pledge of a commercial enterprise was established as a set of rights and obligations and de facto relations of Petrol AD, Kremikovtzi Oil Ltd, Shumen Storage Ltd, Office Estate Ltd, Crystal Asset Property Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria Ltd, Prima Asset Bulgaria Ltd, Prima Asset Trade Ltd, Prima Consult Property Ltd, Prima Land Property Ltd As collateral under the same agreement, the Group has pledged receivables from bank accounts opened with the Bank, including funds deposited under a debt product agreement with a carrying amount as at September 30, 2024, net of impairment under IFRS 9, of BGN 54,475 thousand.

Under a contract signed in December 2024 for a bank loan in the form of an overdraft with a maximum eligible amount of BGN 15,000 thousand. The Parent Company has pledged as financial collateral receivables on bank accounts opened with the Bank, including funds deposited under a debt product agreement with a carrying amount as at 31 March 2025 of BGN 14,955 thousand.

Pursuant to the covenants under a bank loan agreement entered into in November 2023, the Group has established a mortgage on property and a pledge of plant and equipment with a total carrying amount as at 31 March 2025 of BGN 2,994 thousand. The agreement is also secured by a pledge over bank accounts receivable with a carrying value as at 31 March 2025 of BGN 6 thousand.

Under an agreement dated May 2024, the Group is a guarantor under an overdraft agreement granted to an unrelated party - a commercial counterparty with a credit limit of BGN 1,400 thousand. In connection with this credit commitment, it has established a pledge in favour of the creditor bank over cash receivables on bank accounts and has established mortgages over real estate with a carrying value as at 31 March 2025 of BGN 2,007 thousand.

In August 2024, an annex to the Agreement of 10 March 2021 for the purchase of receivables under commercial invoices (standard factoring) with a commercial bank agreed a total advance limit of up to BGN 6,000 thousand. The agreement is secured by a pledge of receivables on bank accounts opened with the bank with a carrying amount as at 31 March 2025 of BGN 23 thousand.

In December 2024 a new standard factoring contract was finalized with the same bank with a total advance limit of BGN 3,000 thousand. The agreed collateral is a pledge of receivables on the Parent Company's bank accounts opened with the bank and a pending pledge of receivables from counterparties.

III. Disclosure of transactions with related parties

The parent company (Controlling Company) is Petrol AD. It has a two-tier management system, which includes a Management Board (MB) and a Supervisory Board (SB). As of March 31, 2025, the members of the Supervisory Board and Management Board of Petrol AD

Supervisory Board
Rumen Konstantinov	Chairman
Petrol Correct EOOD, represented by Nikolay Gergov	Member
Petrol Asset Management EOOD, represented by Armen Nazaryan	Member
Management Board
Grisha Ganchev	Chairman of the Management Board
Georgy Tatarski	Deputy chairman of MB and Executive director
Milko Dimitrov	Member of MB and Executive director
Lachezar Gramatikov	Member of MB
Kiril Shilegov	Member of MB

On 06.03.2025, with entry No. 20250306160504 in the Commercial Register and the Register of Non-Profit Companies at the Registry Agency, changes in the Supervisory Board of Petrol AD were registered in the account of the Parent company, namely: a member of the Supervisory Board - Ivan Alipiev Voynovsky was deleted, and in his place Rumen Aleksandrov Konstantinov was registered.

The total amount of accrued remuneration of key management personnel of the Parent company included in staff costs amounts to BGN 557 thousand and the outstanding payables as at 31 March 2025 amount to BGN 76 thousand, of which BGN 64 thousand is presented as payables to staff and BGN 12 thousand as payables to related parties.

Related parties of the Petrol Group are the shareholders with significant influence in the Parent company, Storage Invest Ltd and its related parties.

Included in purchases from related parties - a shareholder with significant influence - for the first quarter of 2025 are rental expenses for property, plant and equipment in the amount of BGN 14 thousand, accounted for as lease expenses in accordance with the provisions of IFRS 16 in the statement of profit or loss and other comprehensive income, including depreciation expense and interest expense, BGN 1 thousand and interest expense, respectively.

Related party	31 March 2025	31 March 2025
	BGN'000	BGN'000
	Receivables	Payables

Other related parties	17 ,742	9,278
Short-term loans	15, 584	16
Shareholder with a significant influence	-	70
Short-term loans	-	2
Key management (legal entity)	-	12

	17 ,742	9,360

In September 2024, the Group granted a short-term loan to a trading company - a related party of the shareholder with significant influence, Storage Invest AD. The loan has a credit limit of BGN 25,000 thousand, an interest rate of 6.7% and a term to 31 December 2025. The amount receivable as at 31 March 2025 is BGN 15,285 thousand principal, net of impairment of BGN 2,585 thousand and BGN 299 thousand interest. The financial interest income on the loan for the first quarter of 2025 is BGN 299 thousand.

In September 2024, the Group obtained a short-term loan from a trading company, a related party of the shareholder with significant influence, Storage Invest plc. The loan has a credit limit of BGN 24,000 thousand and bears interest at 3M EURIBOR plus a margin of 2 percentage points but not less than 5% on the amount drawn down and has a maturity date of 31 December 2024. extended by annex until 31 December 2025 The liability as at 31 March 2025 is BGN 16 thousand of interest.

In October 2024, the Group obtained a short-term loan from the shareholder with significant influence, Storage Invest AD, in the amount of BGN 500 thousand with an annual interest rate of 6% and maturity until 31 December 2025. The liability as at 31 March 2025 is BGN 2 thousand of interest. The financial cost of interest on the loan for the first quarter of 2025 is BGN 2 thousand.

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. In 2024, according to the National Statistics Institute (NSI), the rate of increase in consumer price inflation is slowing down significantly, with the consumer price index recording a 2.2% year-on-year increase by the end of the year. During the year, the central banks of the leading economies stopped their efforts to normalize the rampant inflation in the previous years, but this did not lead to a significant reversal of the upward trend in prices that began in 2020. The situation in Bulgaria follows the global trend of rising prices, as at the end of the year the consumer price index published by the National Statistical Institute reports a growth of 2.2% (2023: 4.7% y-o-y), while throughout 2024 inflation in Bulgaria, according to the NSI, is on a declining single-digit growth. The main reason for the decline in inflation in 2024 are the declines in the groups of clothing and footwear, housing, transport and communications, which by the end of 2024 report declines of -1.2% for clothing and footwear, -1.5% for housing, -0.6% for transport and -3.2% for communications. By the end of the year, the highest inflation rate of 7.3% was recorded by the catering sector, while food and services expenditure increased to 2.7% and 4.5% respectively, while the non-food sector recorded a deflation of 0.7%. The main reasons for the increase in the inflation rate in 2024 remain the anti-crisis recovery and development measures taken in the last three years by the European Union and the Bulgarian government in particular, the emerging military conflict in Ukraine in February 2022, as well as the disruption caused by sanctions and the change, in some cases, of the supply chains that led to the rise in prices of fuels and other goods and resources caused by increased demand and limited supply.

According to data released by the National Statistical Institute, the Gross Domestic Product for 2024, obtained as a sum of quarterly data, increases in real terms by 2.8% compared to 2023, with the country's Gross Domestic Product for 2024 reaching a nominal value of BGN 202,861.5 million. In the fourth quarter of 2024, the GDP produced amounts to BGN 57,587.2 million at current prices according to preliminary data. Gross value-added amounts to BGN 176,760.5 million at current prices. The real value volume of the indicator is 2.5 percent higher compared to that reached in 2023.

In 2024, exports of goods from Bulgaria to third countries will decrease by 5.1% compared to 2023 and will be worth BGN 30,114.9 million. At the same time, in 2024 the import of goods to Bulgaria from third countries in 2024 increases by 6.9% compared to 2023 and is worth BGN 41,603 million.

The Group's management monitors the emergence of risks and negative consequences as a result of the military conflict between Russia and Ukraine and in the Middle East, and the high levels of inflation, making ongoing assessments of the possible effects on the Group's assets, liabilities and operations, seeking to comply as far as possible with contractual commitments, despite the force majeure circumstances that have arisen. In view of the effects of the pandemic, military conflicts and high inflation, which are challenging economic activity in the country and creating significant uncertainty about future business developments, there is a real risk of a decline in sales and losses for the Group.

The Group's results of operations are influenced by several factors, such as macroeconomic conditions in Bulgaria, competition, gross margin dynamics, crude oil and petroleum product price dynamics, product mix, supplier relationships, regulatory changes, changes in foreign exchange rates, weather conditions, seasonality, etc. In 2025, the Group continues to suffer negative impacts from commodity price volatility, both domestically and globally, inflation rates, and geopolitical uncertainty.

Plans for the future development of the Group's business are closely linked to the stated expectations of changes in the market environment. The management continues to follow the outlined restructuring program of the Petrol Group's activities, which has to be changed as a result of the rapidly changing market conditions and the risks and difficulties encountered, with the aim of concentrating efforts in the direction of optimizing the core business, retail and wholesale fuel trading, and at the same time developing and expanding the Group's activities in line with climate changes and new prospects. In order to improve the financial position, the Management continues to actively analyze all cost items in search of hidden reserves for their optimization, including closing or leasing underperforming outlets, increasing the number of self-service outlets, or switching to a mixed mode of operation.

In the coming years, the Group's performance will also depend on the ability to make investments and the successful implementation of new projects. The Group's investments will be prioritised towards the construction of new outlets and the refurbishment of the currently managed ones, with the aim of increasing Petrol AD's sales and market share, mainly by transforming the outlets managed by the Group into modern, full-service locations. Following the acquisition in 2023 of the shareholdings of seven companies owning 190 petrol stations, Petrol AD will be able to plan its investment programme more easily, seeking the best realisation of the assets managed by the Group.

There is significant uncertainty about customers' ability to repay their obligations in accordance with the agreed terms. Therefore, the amount of impairment losses on loans granted, sales receivables and the amounts of other accounting estimates, in subsequent reporting periods could differ materially from those determined and reported in these Notes. The Group's management implements the necessary procedures to manage these risks.

Legislature

The Group 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.

Major commercial partners

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 impact on Petrol Group as deteriorating of sales, worsening of the financial results and substantial loss of market share.

In the second half of 2023, Petrol AD acquired seven subsidiaries, owners of petrol stations, through an investment loan of BGN 90,000 thousand. The Group operates these outlets through operating lease agreements. The loan agreement is secured by a pledge of the trading businesses of Crystal Asset Property Ltd, Crystal Asset Trade Ltd, Crystal Asset Bulgaria Ltd, Prima Asset Bulgaria Ltd, Prima Asset Trade Ltd, Prima Consult Property Ltd, Prima Land Property Ltd. The acquired control will help Petrol AD in the long term in the core business of the Group, but at the same time there is a risk that in the event of a sustained deterioration in the market conditions due to internal or external factors and/or a significant loss of market share, it will become unable to service its credit obligations.

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.