CARBOCHIM S.A.

SEPARATE FINANCIAL STATEMENTS DECEMBER 31, 2021

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS ADOPTED BY THE EUROPEAN UNION

Income Statement..............................................................1

Statement of Comprehensive Income...............................2

Statement of Financial Position......................................3-4

Cash Flow Statement ........................................................5

Statement of Changes in Equity......................................6-7

Notes to the Financial Statements ................................8-61

Note

December 31, 2020

December 31, 2021

Revenue

17 30.367.196 32.745.481

Other income

17 2.531.399 1.384.879

Changes in inventories of finished goods and production in progress

(35.649) 484.455
32.862.946 34.614.815

Raw materials, goods and consumables used

(10.090.442) (10.477.288)

Employee benefits expenses

18 (14.602.527) (15.508.826)

Depreciation and impairment expenses

(2.161.198) (2.094.729)

Other operating expenses

19 (4.249.967) (4.809.630)
(31.104.134) (32.890.473)

Operating income

1.758.812 1.724.342

Financial income

20 9 3

Financing costs

20 (175.426) (105.558)

Financial net result

(175.417) (105.555)

Profit before tax

1.583.395 1.618.787

Income tax expense

21 (211.954) (177.576)

Net profit for the year

1.371.441 1.441.211

Basic earnings and diluted earnings per share (RON per share)

23 0,28 0,29

Note

December 31, 2020

December 31, 2021

Other comprehensive income

Profit for the year

1.371.441 1.441.211

Other comprehensive income:

Gains / (losses) on revaluation of assets

- -

Change of deferred tax recognized in the revaluation reserve

(143.660) 64.082

Other comprehensive income for the year, net of taxes

(143.660) 64.082

Total comprehensive income for the year

1.227.781 1.505.293

Note

December 31, 2020

December 31, 2021

ASSETS

Non-current assets

Investment property

8 7.124.301 7.124.302

Other intangible fixed assets

7 0 69

Property, Plant and Equipment

6 65.211.879 65.304.163

Investments in owners' equity

38.000 38.000

Total non-current assets

72.374.180 72.466.534

Current assets

Inventories

10 14.416.412 15.241.090

Trade receivables

11 5.357.088 6.259.122

Other current assets

11 305.119 994.118

Current income tax to be recovered

11,21 0 0

Cash and cash equivalents

12 979.149 900.973

Total current assets

21.057.768 23.395.303

TOTAL ASSETS

93.431.948 95.861.837

OWNERS' EQUITY AND LIABILITIES

Owners' equity

Share capital

13 12.325.438 12.313.405

Adjustments in owners' equity

13 0 0

Other components of owners' equity

57.387.745 57.309.069

Retained earnings

9.301.233 10.897.235

Total owners' equity

79.014.416 80.519.709

Long-term liabilities

Long-term loans

14 1.432.510 1.165.705

Finance lease liabilities

15 115 0

Long-term provisions

5 274.014 290.591

Deferred tax liability

21 6.901.859 6.762.736

Total long-term liabilities

8.608.498 8.219.032

Current liabilities

Current share of long-term loans

14 2.278.043 3.011.953

Current share of finance lease liabilities

15 32.123 0

Trade payables and of other nature

16 3.468.237 4.096.970

Current income tax

16, 21 30.631 14.173

Total current liabilities

5.809.034 7.123.096

TOTAL LIABILITIES

14.417.532 15.342.128

TOTAL OWNERS' EQUITY AND LIABILITIES

93.431.948 95.861.837

The Financial Statements were authorized for issue by the Board of Directors on March 22, 2022 and were signed on its behalf.

Popoviciu Viorel-Dorin

Barabula Mihaela-Maria

Director

Chief Financial Officer

Note

December 31, 2020

December 31, 2021

Cash flows from operating activities

Receipts from customers and other debtors

40.678.743 39.810.511

Payments to suppliers, employees and other creditors

(23.721.019) (25.847.597)

Interest paid

(136.250) (84.799)

Income tax, social contributions, other levies and duties paid

(11.502.609) (11.550.994)

Net cash from operating activities

5.318.865 2.327.121

Cash flows from operating investing activity

Payments for purchase of shares

- -

Payments to purchase property, plant and equipment

(2.723.706) (2.828.467)

Proceeds from sale of property, plant and equipment

82.300 -

Interest received

9 3

Dividends received

- -

Net cash from financing activities

(2.641.397) (2.828.464)

Cash flows from financing activities

Proceeds from issue of shares

0 0

Proceeds from loans

17.993.725 1.105.515

Payment of debts related to financial lease

(124.770) (42.927)

Dividends paid

(12.456) (1.010)

Repayments of amounts borrowed

(20.579.678) (638.411)

Net cash from financing activities

(2.723.179) 423.167

Cash flows - total

(45.711) (78.176)

Cash at the beginning of period

1.024.860 979.149

Cash at the end of period

12 979.149 900.973

Note

Share capital

Adjustments in share capital

Other reserves

Retained earnings and undistributed

Total owner' equity

Balance as at January 1, 2020

12.325.438 - 57.563.025 7.937.638 77.826.101

Profit for 2020

- - - 1.371.441 1.371.441

Other comprehensive income for the period

Distribution of profit or loss in legal reserve

- - 79.170 (79.170) -

Movements in revaluation reserve

- - - - -

Distribution from previous year's profit to other reserves

- - - - -

Achievements of revaluation reserve

- - (71.324) 71.324 -

Deferred income tax related to revaluation and legal reserve

- - (143.660) - (143.660)

Deferred income tax resulted from reevaluation carried forward

- - - - -

Transactions with shareholders

Dividends paid to company shareholders

- - - - -

Share capital increase

- - - - -

Own shares held

- (39.466) - - (39.466)

Total comprehensive profit

12.325.438 (39.466) 57.427.211 9.301.233 79.014.416

Balance as of December 31, 2020

12.325.438 (39.466) 57.427.211 9.301.233 79.014.416

Note

Share capital

Adjustments in share capital

Other reserves

Retained earnings

Total owners' equity

Balance as at January 1, 2021

12.325.438 (39.466) 57.427.211 9.301.233 79.014.416

Profit for 2021

- - - 1.441.211 1.441.211

Other comprehensive income for the period

Distribution of profit or loss in legal reserve

- - 80.940 (80.940) -

Movements in revaluation reserve

- - - - -

Distribution from previous year's profit to other reserves

- - - - -

Achievements of revaluation reserve

- - (263.164) 263.164 -

Deferred income tax related to revaluation and legal reserve

- - (12.950) - (12.950)

Deferred income tax resulted from reevaluation carried forward

- - 77.032 - 77.032

Transactions with shareholders

Dividends paid to company shareholders

- - - - -

Share capital increase

- - - - -

Own shares held

(12.033) 39.466 - (27.433) -

Total comprehensive profit

12.313.405 - 57.309.069 10.897.235 80.519.709

Balance as at December 31, 2021

12.313.405 - 57.309.069 10.897.235 80.519.709

The Company complies with the national rules in force on the distribution of reserves to Shareholders.

GENERAL INFORMATION

CARBOCHIM S.A. was set up as a joint-stock company in 1991, by transforming the former I.I.S. CARBOCHIM and has its registered office in Romania, CLUJ-NAPOCA City, Piata 1 Mai nr. 3.

The Company was established in 1949, initially for the production of coal products, and the activity scope had changed by subsequent investment, leading to the production and sale of abrasive products: vitrified bonded grinding wheels, bakelite bonded grinding wheels, elastic bonded grinding wheels, mineral bonded abrasives, abrasive cutting and deburring grinding wheels, abrasive paper, canavas - paper combined, and volcano fiber. Moreover, the activity includes internal and external trade activities, services on maintenance and repair of machinery, as well as rental of manufacturing and office spaces.

CARBOCHIM SA is a public Company, the Company's shares are listed on the Bucharest Stock Exchange in the 2nd category, CBC symbol.

As at December 31, 2021, the structure of holders of financial instruments holding at least 10% of the share capital of Carbochim S.A. is as follows:

No. of Shares

Percentage of Ownership (%)

SC CARBO EUROPE SRL

3.825.903 77.6776

Legal entities

664.189 13.4851

Individuals

435.270 8.8373

TOTAL

4,925,362 100

CARBOCHIM SA holds a participating interest in CARBOREF SA from Cluj-Napoca, of 25% of the share capital, an investment of RON 37,500.

In 2005, CARBOCHIM SA participated as a founding member to the establishment of Equipment Manufacturers and Importers Association for Wood Industry in Romania (A.P.I.E.L. - Romania), its contribution to the initial assets of the association being RON 500, which represents a share of 7.14%.

CARBOCHIM SA has no subsidiaries or shareholdings in other companies than those mentioned above.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main Accounting Policies applied in preparing these Financial Statements are set out below. These Policies have been applied consistently to all Financial Years disclosed, unless otherwise stated.

2.1 Basis of preparation

The Financial Statements of Carbochim S.A. as at December 31, 2021 have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union.

The provisions of the Order of the Minister of Finance 2844/2016 approving the Accounting Regulations in accordance with the International Financial Reporting Standards have been taken into account.

In this regard, the statement of financial position, a component part of the Annual Financial Statements ended December 31, 2020, includes information corresponding to the end of the reporting year and the end of the Financial Year prior to the reporting year.Moreover, the statement of comprehensive income includes information corresponding to the current Financial Year and the Financial Year prior to the reporting year.

The preparation of Financial Statements IFRS-compliant requires the use of certain critical accounting estimates. It also requires management to apply professional judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of complexity and application of such judgements, or where assumptions and estimates have a significant impact on the Financial Statements, are disclosed in Note 4.

2.1.1 Changes in Accounting Policies and in disclosure of information

(a) New and amended standards adopted by the Company

The Accounting Policies adopted are consistent with those used in the previous year.

The following standards, amendments to existing standards and interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union are in force for the current period and have been adopted in the Separate Financial Statements. The impact of these new and revised standards was reflected in the Financial Statements and estimated to be non-material, except for the disclosures.

- Interest Rate Benchmark Reform - Phase 2- IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments)

In August 2020, the IASB published the Interest Rate Benchmark Reform - Phase two. Phase two focuses on issues that could affect financial reporting when an existing interest rate benchmark (IBOR) is replaced by a risk-free interest rate (RFR).The amendments provide for temporary exemptions applicable to all hedge relationships that are directly affected by the interest rate benchmark reform, which allow hedge accounting to continue in the uncertainty period before replacing an existing interest rate benchmark with an almost risk-free alternative interest rate.There are also amendments to IFRS 7 Financial Instruments: Disclosures on additional certainty information resulting from the interest rate benchmark reform.

- IFRS 16 Lease Covid-19-Related Rent Concessions (Amendment)

The amendment applies retrospectively to annual periods beginning on or after June 1, 2020. Earlier application is permitted, including in Financial Statements not yet authorized as of May 28, 2020.The IASB has amended the standard to provide an exemption of lessees from the application of IFRS 16 by providing guidance on changing the accounting treatment for lease concessions resulting as a direct consequence of the Covid-19 pandemic. The amendment provides a convenient and practical means for the lessee to take into account any change in the lease payments resulting from the deferral of rental payments determined by Covid-19, just as the change would be accounted for under IFRS 16, if this was not a change in the lease agreement, only if the following conditions are met:

(b) New standards, amendments and interpretations issued but not applicable for the financial year as of 1 January 2021, therefore not adopted:

- Amendment to IFRS 10. Consolidated Financial Statements and IAS 28. Investments in associates and joint ventures: sale or contribution of assets between an investor and its associate or joint venture. The amendments relate to an inconsistency identified between the requirements of IFRS 10 and IAS 28, in relation to the sale and asset sharing between an investor and its associate or joint venture. The main consequence of the amendments is that a total gain or loss is recognized when the transaction involves an enterprise (whether or not it is a subsidiary). A partial gain or loss is recognized when a transaction involves assets that are not an enterprise, even if they are in the form of subsidiaries. In December 2015, IASB postponed indefinitely the date of entry into force of this amendment. Amendments have not yet been adopted by the EU.

- IAS 1 Presentation of Financial Statements: Classification of liabilities as as Current or Non-Current (Amendments)

The amendments shall enter into force for annual periods beginning on or after January 1, 2023 and early application is permitted. The amendments aim at promoting consistency in the application of requirements by helping companies to determine whether, within the statement of financial position, liabilities and other payable obligations with an uncertain settlement date should be classified as current or non-current. The amendments affect the presentation of liabilities in the statement of financial position and do not change the existing requirements regarding the evaluation or timing of recognition of any asset, liability, income or expenses, nor the disclosures that entities publish regarding these items. Moreover, the amendments clarify the classification requirements for liabilities that can be settled by the company issuing own equity instruments. These amendments have not yet been adopted by the EU.

- IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets and Annual Improvements 2018-2020 (Amendments)

The amendments are effective for annual periods beginning on or after January 1, 2022, with early application permitted. IASB has issued amendments with limited scope to IFRS Standards as follows:

- IFRS 16 Leases - Covid 19 Rent-Related Concessions (Amendment)

The amendment applies to annual periods beginning on or after April 1, 2021. Early application is permitted, including in Financial Statements not yet authorized at the date of issue of the amendment. In March 2021, the Board amended the terms of the practical expedient in IFRS 16, which grants lessees exemptions from the application of the requirements in IFRS 16 regarding the lease modification for lease concessions arising as a direct consequence of the Covid-19 pandemic. As a result of the amendment, the practical expedient currently applies to lease concessions for which any reduction in lease payments only affects payments initially due on or before June 30, 2022 if the other conditions for applying the practical expedient are met.

- IAS 1 Presentation of Financial Statements and Practical Statement IFRS No.2: Presentation of Accounting Policies (Amendments)

The amendments shall enter into force for annual periods beginning on or after January 1, 2023 and early application is permitted. The amendments provide guidance for the application of materiality rationale in disclosures related to accounting policies. In particular, the amendments to IAS 1 replace the requirement for disclosure of "significant" accounting policies with a requirement for disclosure of "material" accounting policies. Guidance and illustrative examples are also added to the Practice Statement to assist in applying the concept of materiality when making judgements about disclosures to accounting policies.

- IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments)

The amendments are effective for annual periods beginning on or after January 1, 2023 and early application shall be permitted and shall apply to changes in accounting policies and changes in accounting estimates occurring on or after the commencement date of that period.The amendments introduce a new definition of accounting estimates, defined as monetary amounts in Financial Statements that are subject to measurement uncertainty.The amendments also clarify what constitutes changes in accounting estimates and how they differ from the changes in accounting policies and the correction of errors. Amendments have not yet been adopted by the EU.

- IAS 12 Income tax: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments)

The amendments are effective for annual periods beginning on or after January 1, 2023 and early application is permitted. In May 2021, the IASB issued amendments to IAS12 that reduce the scope of the exception on initial recognition provided for in IAS 12 and specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. Under the amendments, the exception regarding initial recognition does not apply to transactions that, on initial recognition, give rise to equal deductible and taxable temporary differences.It applies only if the recognition of a lease asset and a leasing liability (or a decommissioning liability and a decommissioning asset) gives rise to deductible and taxable temporary differences that are not equal. Amendments have not yet been adopted by the EU.

Segment reporting

A business segment is a distinctive component of the Company:

a) Which engages in business activities from which it may derive income and out of which it may incur expenses,

b) The results of which from activities are reviewed periodically by the chief operating decision maker of the Company for the purpose of making decisions about the allocation of resources to the segment and evaluating its performance, and

c) For which separate financial information is available.

IFRS 8. Operating segments should apply to the Separate Financial Statements of the Company the owners' equity instruments which are traded in a public market (Bucharest Stock Exchange).

The disclosure of information on products and services and geographic areas in which the Company carries out is activity is mandatory, even for those entities that identify a single reportable business segment, considering the quantitative thresholds and aggregation criteria set out by the Standard.

Considering the quantitative thresholds and aggregation criteria set by the Standard in terms of business segments, the Company does not identify distinctive components in terms of the related risks and benefits.

Presentation of geographical areas in which the Company operates:

Outlet market

Share (%) 2020

Amount of revenue December 31, 2020

Share (%) 2021

Amount of revenue December 21, 2021

Externally (Poland, Hungary, Germany, Slovakia, Belgium, Italy, Ireland, Austria, Spain, Greece, Switzerland, The Netherlands, Luxembourg, Canada, Serbia)

5 1.649.305 5 1.621.752

Internally (Romania)

95 31.213.641 95 32.993.063

Total operating revenue

100 32.862.946 100 34.614.815

Disclosure of information on the Company's products and services:

Product or service

Share (%) 2020

Amount of revenue December 31, 2020

Share (%) 2021

Amount of revenue December 21, 2021

Grinding wheels

57,27 18.820.337 61,04 21.128.834

Coated grinding wheels

34,09 11.203.595 32,10 11.110.084

Other products

0,27 89.676 0,27 95.045

Rental income

3,41 1.120.812 3,56 1.233.442

Revenue from sale of goods

0,80 263.987 0,82 283.437

Subsidy income for staff payments

4,36 1.432.829 - 0

Other income, including changes in stocks of finished goods and work in progress

-0.20 (68.290) 2.21 763.973

Total operating revenue

100,00 32.862.946 100,00 34.614.815

2.3 Foreign currency translation

(a) Functional and disclosure currency

Items included in the Company's Financial Statements are measured in the currency of the primary economic environment in which the entity operates ("the functional currency"). The Financial Statements are presented in Romanian lei ("RON"), which is the functional and disclosure currency of the Company.

Exchange rates as at December 31, 2021 and December 31, 2020 are as follows:

2021 2020

-----------------------------------------

EUR 4,9481 4,8694

USD 4,3707 3,9660

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate on the date of the transactions or valuation for items that are revalued. Gains and losses on exchange differences arising from these transactions and from the translation at the rate of year-end monetary assets and liabilities denominated in foreign currencies are recognized in the income statement, unless they are recorded in other items of the comprehensive income as financial instruments that are designated as hedging instruments for cash flow hedge, as well as financial instruments that are designated as hedging instruments of net investment.

Foreign exchange gains and losses, which relate to loans and leases, are disclosed in the income statement under "finance income or expense".

All other gains and losses on exchange are presented in the income statement under "other (losses) / gains - net".

2.4 Accounting of the hyperinflation effect

Romanian economy has recorded high levels of inflation in the past and was considered to be hyperinflationary as defined in IAS 29 "Financial Reporting in Hyperinflationary Economies".

IAS 29 requires that Financial Statements prepared in the currency of a hyperinflationary economy be stated in terms of purchasing power as of December 31, 2003. Therefore, the amounts reported in terms of purchasing power as at December 31, 2003 are treated as the basis for the accounting amounts of these Financial Statements.

The restatement was calculated on first-time adoption of IFRS using the evolution of the consumer price index ("CPI") published by the National Institute of Statistics ("INSSE").

2.5 Property, Plant and Equipment

Land and buildings include factories, offices and commercial spaces. The remaining property, plant and equipment are mainly technological equipment used in the production process.

Land and buildings are presented as of December 31, 2020 at fair value. For buildings and equipment, the revalued amount as at December 31, 2018 les the losses of the impairment for 2019, 2020 and 2021 is used. The revalued amount as at December 31, 2015 is used for land.

Revaluations are performed with sufficient regularity to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. Any accumulated depreciation at the date of revaluation is restated on a pro rata basis with the change in the gross carrying amount of the asset, so that the carrying amount of the assets, subsequent to revaluation, equals its revalued amount.

Subsequent costs are included in the asset carrying amount only when it is probable that future economic benefits related to that item will belong to the Company, and its cost can be measured reliably. The carrying amount of the replaced item is derecognised. All other repairs and maintenance expenses are recorded in the income statement in the financial period in which they are incurred.

The impairment method used is the straight-line method.

Useful life of fixed assets is determined in accordance with the 'Catalogue on classification and useful life of fixed assets', approved by Government Decision 2139 / 30 November 2004 updated. Given that this catalogue provides a choice of the normal functioning from a range with a minimum and a maximum value, the technical committee reviewed the conditions and environment in which the fixed assets operate and decided to use a lifetime equal to the middle range.

Land is not depreciated. Depreciation of other assets is calculated using the straight-line method to allocate their cost or revalued amount to the residual value, over the estimated useful lives, as follows:

Building

25-40 years

Machinery

10-15 years

Vehicles

3-5 years

Furniture, fittings and equipment

3-8 years

Residual values and useful lives of assets are reviewed and adjusted if appropriate, at the end of each reporting period.

The carrying amount of the asset is written down immediately to its recoverable amount if the asset carrying amount is higher than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing the proceeds from disposal with the carrying amount and are recognized in "Other (losses) / gains - net" in the income statement.

On the sale of revalued assets, the amounts included in other reserves are transferred to retained earnings.

2.6 Intangible assets

(a) Trademarks and Licenses

Trademarks and licenses acquired separately are recorded at historical cost. Trademarks and licenses have a limited useful life and are carried at cost less the accumulated amortization.

The amortization is calculated using the straight-line method to allocate the cost of trademarks and licenses over their estimated useful life of 1-3 years.

2.7 Real estate investment

Investment property is real estate (land, buildings or parts of buildings) held by the Company for rental purposes in order to increase the value or rental or both, rather than to:

- Be used in the production or supply of goods or services or for administrative purposes; and

- Be sold in the ordinary course of business.

An investment property is measured initially at cost, including transaction costs. The cost of a purchased investment property consists of its purchase price plus any directly attributable expenditure (professional fees for legal services, the property transfer taxes and other transaction costs).

Company's accounting policy on further valuation of real estate investments is based on the fair value model. This policy is applied uniformly to all investment property held. Measuring the fair value of investment properties is performed by evaluators members of the National Association of Assessors of Romania (ANEVAR).

Thus, the amortisation charge is no longer recognized, and the investment property is subject to revaluation with sufficient regularity in recognizing at fair value. Gains or losses resulting from the change in fair value of investment property are recognized in profit or loss in the period in which they occur.

As at December 31, 2018, real estate revaluations were carried out by a licensed assessor.

2.8 Investments in equity elements

Investments in equity elements include participating interests in CARBOREF SA from Cluj-Napoca in a proportion of 25% of the share capital and a contribution to the initial assets of the A.P.I.E.L. Romania association, which represents a share of 7.14%. The percentages held do not give us control or any significant influence on the Company's activity or association. Carboref SA is a Company listed on Bucharest Stock Exchange, so the investment is valued at cost. The Company did not recognize adjustments for their impairment.

2.9 Impairment of non-financial assets

Assets that are subject to amortization are assessed for impairment whenever events or changes occur indicating that the carrying amount may not be recoverable. An impairment loss is recognized as the difference between the carrying amount and the recoverable amount of the asset. The recoverable amount is the higher of an asset's fair value minus the costs to sell and the value in use.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are identifiable independent cash flows (cash generating units). Non-financial assets, other than goodwill, that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.10 Financial assets

2.10.1.Classification

In accordance with IFRS 9, an entity should classify financial assets as subsequently measured either at amortized cost or fair value through other comprehensive income, or at fair value through profit or loss based on the two below:

a) The entity's business model for the management of the financial assets, and

b) The characteristics of the contractual cash flow of the financial asset.

Financial assets that meet both of the conditions listed below are subsequently measured at amortized cost:

- The financial asset is held within a business model the objective of which is to hold financial assets to collect contractual cash flows; and

- The contractual terms of the financial asset give rise to cash flows that represent only principal payments and interest on the principal outstanding at specific dates.

Instruments that meet both of the following conditions are then measured at fair value through other comprehensive income FVOCI:

- The financial assets are held within a business model the objective of which is achieved both by collecting the contractual cash flows and by selling the financial assets; and

- The contractual terms of the financial asset give rise to cash flows that represent only principal payments on the principal outstanding at specific dates.

All other financial assets will be subsequently measured at fair value through profit or loss (FVPL)

(a) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities payable than twelve months after the end of the reporting period. They are classified as current assets.

(b) Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in the first category presented. They are included in current assets unless the investment matures or the management intends to dispose of within twelve months after the end of the reporting period.

(c) Gas emission allowances

Starting January 1, 2013, the Company's plant is no longer subject to the greenhouse gas emission trading scheme under Directive 2009/29/EC so since 2013 it has not received EUAs.

In 2014, the Company alienated all of the 2,196 allowances held in its account at the beginning of the year, otherwise risking losing them.

2.10.2.Recognition and measurement

Regular purchases and sales of financial assets are recognized on the trade date - the date on which the Company commits to purchase or sell the asset.

Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets available for sale are subsequently carried at fair value. Loans and receivables are carried at amortized cost based on the effective interest method. Investments in equity that do not have a quoted market price in an active market and whose fair value cannot be measured reliably must not be designated at fair value through profit or loss.

Investments in equity that do not have a quoted market price in an active market and whose fair value cannot be measured reliably must not be designated at fair value through profit or loss.

2.11 Inventories

Inventories are stated at the lower of cost and net realizable value. The cost of finished products is determined by the standard cost method. The cost of production of finished goods and work in progress comprises the design costs, raw materials, direct productive labor force, other direct costs and appropriate indirect production costs (based on normal production capacity). Borrowing costs are not included.

Net realizable value represents the estimated selling price in the ordinary course of business, minus applicable variable selling expenses.

Where necessary, provisions for obsolete inventories and slow turning are recorded. Obsolete inventories identified individually are provisioned at integrated value or derecognized. For slow moving inventories, estimation of the age is performed by each major category, based on inventory turnover.

2.12 Trade receivables

Trade receivables are amounts due from customers for stocks sold or services provided in the normal course of business. If they are expected to be collected within one year or less than one year (or later in the normal course of business), they will be classified as current assets. Otherwise, they will be disclosed as non-current assets.

Trade receivables are recognized initially at fair value and subsequently for claims with a credit period of more than 6 months, the measurement is performed at amortized cost using the effective interest method less adjustments for impairment.

2.13 Cash and cash equivalents

Cash and cash equivalents include cash on hand, cash in current accounts with banks, other short-term investments with high liquidity and original maturity periods of up to three months and bank overdrafts.

2.14 Share capital

Ordinary shares are classified as owner's equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.15 Trade payables

Trade payables are obligations to pay for goods or services that were acquired in the ordinary course of business from suppliers. Trade accounts payable are classified as current liabilities if payment is to be made within a year or less than one year (or later in the normal course of business). Otherwise, they will be disclosed as long-term liabilities. Trade payables are recognized initially at fair value and subsequently liabilities with a maturity of less than 6 months are measured at amortized cost based on the effective interest method.

2.16 Loans

Loans are recognized initially at fair value, net of transaction costs recorded. Subsequently, loans are stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value being recognized in the income statement over the period of loans, based on the effective interest method.

2.17 Current and deferred income taxes

Tax expense for the period includes current tax and deferred tax. Tax is recognized in the income statement unless it relates to the items recognized in other comprehensive income or directly in owner's equity. In this case, the corresponding tax is recognized in other comprehensive income or directly in owner's equity.

Current income tax expense is calculated based on tax regulations in force at the end of the reporting period. Management periodically evaluates positions in tax returns regarding situations in which applicable tax regulations are subject to interpretation. This establishes provisions, where applicable, based on estimated amounts due to tax authorities.

Deferred income tax is recognized, based on the balance sheet obligation method, on temporary differences occurring between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements.

However, the deferred tax arising from the initial recognition of an asset or liability in a transaction other than a business combination and at the time of transaction does not affect the accounting profit and the taxable profit is not recognized. Deferred income tax is determined using tax rates (and laws) in force until the end of the reporting period and to be applied in the period in which the deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred tax assets are recognized only to the extent in which it is probable to obtain in the future taxable profit from which temporary differences will be deducted.

Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax liabilities current tax liabilities and when the deferred tax assets and liabilities relate to the income taxes imposed by the same tax authority or the same taxable entity, or different taxable entities where there is an intention to offset balances on a net basis.

2.18 Employee benefits

In the normal course of business, the Company makes payments to the Romanian State on behalf of its employees for health, pension and unemployment funds. All employees of the Company are members of the Romanian State pension scheme, which is a fixed contribution plan. These costs are recognized in the income statement together with the salary expenses.

(a) Obligations relating to pensions

According to the Collective Bargaining, the Company must pay to the employees upon the retirement a compensatory amount equal to the gross salary. The Company recorded a provision for such payments (see Note 5).

(b) Other benefits

The Company incurs personnel costs related to the provisions of benefits such as healthcare services. These amounts primarily include implicit costs of annual medical checks.

(c) Termination of employment benefits

According to the Collective Bargaining, in the case of collective redundancies, the Company will provide compensation as follows, depending on the seniority of such employees:

(d) Profit-sharing plans and bonuses

The Company grants to employees, in addition to wages, additional bonuses resulted from the salary, bonuses of payroll, vouchers and holiday bonuses.

Employees can benefit from employee participation in profits fund, up to 10% share of the net profit as decided by the General Meeting of Shareholders.

2.19 Provisions

Provisions for liabilities are recognized when the Company has a present, legal or constructive obligation, as a result of past events; it is probable that an outflow of resources will be required in settlement of the liability; the amount has been reliably estimated.

If there are several similar obligations, the likelihood that an outflow will be required to settle the obligation is determined taking into account the whole class of obligations. A provision is recognized even if the likelihood of an outflow for an individual element is reduced.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized in interest expense.

2.20 Revenue recognition

IFRS 15 has replaced previous IFRS requirements for income recognition and applies to all revenues from contracts with customers. In accordance with the new Standard, revenue is recognized to reflect the transfer of the goods and services to the customer, at the amount that reflects the price at which the Company expects to be entitled in exchange for these goods and services. Revenue is shown net of value added tax, returns, rebates and discounts and after eliminating sales within the Company.

The Company recognizes revenue when or as the customer acquires control over the goods or services. The Company bases its estimates on historical results, taking into account the type of customer, the type of transaction and the specifics of each commitment.

The Company adopted the new Standard starting January 1, 2018 using the modified retrospective method, with the cumulative adjustments in the original application recognized in the original balance of the retained earnings in the year of the initial application. Consequently, the Company did not apply the requirements of IFRS 15 for prior periods disclosed.

According to IFRS 15 Revenue from Contracts with Customers and IFRS 15. Revenue from Contracts with Customers (Clarifications), we did not identify transactions in which the Company acts as an agent. An agent recognizes revenue for its commission for the due fee in exchange for facilitating the transfer of goods or services.

Initial application of IFRS 15 has no impact on the retained earnings of the Company as of January 1, 2018.

The application of IFRS 15 had no impact on the income statement and the statement of comprehensive income for the year 2018, nor on the financial position and cash flows.

(a) Sale of finished products

The Company manufactures the full range of grinding wheels products, except super grinding wheels.

The main outlet market is domestic, only approx. 5% of deliveries are made to the foreign market.

The Company sells finished products through retailers, direct sales to business customers and through retail through its store.

Sales of finished goods are recognized when the customer acquires control of the goods or services.

The Company manages a store for the sale of grinding wheel products. Sales of products is recognized when the Company sells a product to a customer. Retail sales are usually paid in cash or by bank card.

The finished products are often sold with volume discount. Sales are recorded based on the price specified in the sales and purchase agreement, net of estimated volume discounts and estimated returns at the time of sale. The experience gained is used for the estimation and provisioning for discount and returns. Volume discount is measured based on expected annual purchases. It is considered that there are no funding elements, as sales are made with a credit period of maximum 60-90 days in accordance with the normal market practice.

(b) Income from royalties

Income from royalties are recognized on an accrual basis, according to the relevant contractual provisions.

The Company has leased real estate investments in order to obtain income.

2.21 Interest income

Interest income is recognized using the effective interest method.

2.22 Dividend income

Dividend income is recognized when establishing the entitlement to receive those amounts.

2.23 Leases

Leases for property, plant and equipment where the Company undertakes all the risks and benefits of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lesser of the fair value of the leased property and the present value of the minimum lease payments.

Each lease payment is allocated between liabilities and finance charges. Obligations related to rent, net of finance charges, are included in other long-term liabilities. The interest element of the financing cost is recorded in the income statement over the lease term, so as to produce a constant periodic rate of interest on the remaining balance of the obligation for each period. Property, plant and equipment acquired under finance leases are depreciated over the useful life of the asset.

IFRS 16 which entered into force on January 1, 2019 replaces the existing lease instructions, including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC 15 Operating Leases – Incentives and SIC 27 Evaluating the Substance of Transactions in the Legal Form of a Lease..

The Standard removes the current dual accounting model for lessees and requires companies to include the majority of leases into the Balance Sheet in a single model, removing the distinction between operating and financial leases. In accordance with IFRS 16, a contract is or contains a lease if it confers the right to control the use of an asset identified for a period of time in return for compensation. For such contracts, the new model requires the lessee to recognise an asset related to the right of use and a liability related to the lease. The assets related to the right of use are amortized for the duration of the lease, and the debt generates interest. Interest expenses are recorded in the profit and loss account for the lease period, being calculated on the remaining balance of the lease liability for each period. For most leases, this will generate higher expenses at the beginning of the lease, even if the lessee pays constant rents. Lessor's accounting remains largely unaffected by the introduction of the new Standard, and the distinction between the operational and financial leases shall be maintained.

In addition, the Company considered the following issues related to contracts that fall under IFRS 16:

- No right-of-use asset and no lease liability has been recognized relating to contracts expiring in 12 months or less from the date of application;

- Did not recognize any right-of-use assets or lease liabilities related related to low value contracts (belowUSD 5,000);

The initial application of IFRS 16 did not result in the recognition of any right-of-use assets nor lease liabilities either as at 1 January 2019 or 31 December 2019.

2.24 Distribution of dividends

The distribution of dividends to Shareholders is recognized as a liability in the Financial Statements in the period in which the dividends are approved by the Company Shareholders.

3.FINANCIAL RISK MANAGEMENT

3.1 Financial risk factors

By the nature of the activities carried out, the Company is exposed to various risks including: market risk (including currency risk, interest rate risk on fair value, interest rate risk on cash flow and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the financial performance of the Company. The Company does not use derivative financial instruments to hedge certain risk exposures.

(a) Market risk

(i) Currency risk

The Company is exposed to currency risk through exposure to different currencies, especially USD and EUR. Currency risk is associated to assets and liabilities recognized, in particular loans.

In April 2018, the Company entered into a framework contract for derivative financial transactions for FORWARD foreign exchange operations to partially hedge foreign exchange risk for USD, therefore the Company started to apply the hedge accounting. As at December 31, 2021, the Company did not have any derivative financial transactions in progress.

The following table shows the Company’s exposure to possible changes in exchange rates applied at the end of the reporting period:

As at December 31, 2020

As at December 31, 2021

Monetary Assets Financial

Monetary Financial Liabilities

Net amount on Statement of Financial Position

Monetary Assets Financial

Monetary Financial Liabilities

Net amount on Statement of Financial Position

RON

6,392,021 5,947,469 444,552 7,992,461 7,488,345 504,116

EUR

247,840 1,294,190 (1,046,350) 143,960 800,456 (656,496)

USD

1,495 0 1,495 17,792 0 17,792

Total

6,641,356 7,241,659 (600,303) 8,154,213 8,288,801 (134,588)

The above analysis includes only monetary assets and liabilities items.

The following table shows the manner in which the items in the income and equity ranges based on 10% change in exchange rates applied by the National Bank of Romania at the Balance Sheet in relation to the functional currency of the Company, with all other variables constant, as follows:

2021

2020

EUR

5.4429 5.3563

USD

4.8078 4.3626

Impact on profit or loss account:

2021

2020

EUR increasing by 10%

(65.650) (104.635)

(ii) Interest rate risk

The Company is exposed to interest rate risk through its long and short-term loans, most of which have variable rates, related to ROBOR index for RON loans, EURIBOR for loans in EUR respectively.

The Company has entered into interest-bearing loan agreements with Unicredit Bank, Banca Comerciala Romana and Raiffeisen Bank.

The status of committed appropriations was the following:

- As at December 31, 2020

Financial institution

Currency

Interest rate

Threshold

Loan balance as at December 31, 2020 (RON)

Unicredit Bank

RON

Negociata

800.000 70.720

Banca Comerciala Romana

RON/EUR

Negociata

3.000.000 333.484

Raiffeisen Bank

RON/EUR

Negociata

4.350.000 779.058

Raiffeisen Bank - long term

RON

Negociata

4.435.000 1.902.909

Total

3.710.553

- As at December 31, 2021

Financial institution

Currency

Interest rate

Threshold

Loan balance as at December 31, 2021 (RON)

Unicredit Bank

RON

Negociata

800.000 0

Banca Comerciala Romana

RON/EUR

Negociata

3.000.000 538.303

Raiffeisen Bank

RON/EUR

Negociata

4.350.000 1.481.335

Raiffeisen Bank - long term

RON

Negociata

2.235.000 1.616.946

Total

4.177.658

On 31 December 2021, a possible increase in the interest rate of 1% would have an effect on the income statement of RON 857.

(b) Credit risk

Credit risk is mainly related to cash and cash equivalents and trade receivables. The Company has developed a number of policies the application of which ensures that the sales of products and services takes place to adequate customers. The carrying amount of receivables, net of provisions for doubtful debts, represents the maximum exposure to credit risk.

The credit risk of trade receivables that are not provisioned but not past due, can be assessed through internal analysis since there is no external information about risk indicators for customers.

December 31, 2020

December 31, 2021

Customers for which the recovery of receivables is under 30 days

2.171.509 2.357.616

Customers for which the recovery of receivables is between 30 and 90 days

2.246.792 3.419.762

Customers for which the recovery of receivables is between 90 and 180 days

50.386 25.387

Total

4.468.687 5.802.765

Although the collection of receivables may be influenced by economic factors, Management believes that there is not a significant risk of loss exceeding the provisions already established.

Cash is placed with financial institutions which, at the time of lodging the deposit, were considered to present a minimal risk of default.

Bank's financial indicator

Bank

December 31, 2020

December 31, 2021

Baa1

Raiffeisen Bank

2.766 2.031

Baa1

BRD

6.820 5.159

n/a

Trezorerie

4.581 2.744

Baa1

BCR

95.364 82.780

Bbb

Unicredit Tiriac Bank

0 17.792

Bb

CEC Bank

765.382 765.364

Total

874,913 875,870

Where:

Financial institutions rated with indicator D show a modest financial strength, with a possible need for external support, and the financial institutions rated with indicator E show a very modest financial strength with a high probability of external support needed periodically.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities.

Cash flows forecasting is performed by the Company’s finance department, which monitors forecasts of the Company’s liquidity needs to ensure that there is sufficient cash to meet the operational requirements, while always maintaining a sufficient margin in undrawn committed lending facilities, so the Company does not violate the limits of loans or arrangements relating to loans for all credit facilities.

The maturity of financial liabilities is reviewed in the table below:

Up to 1 year

Between 1 and 2 years

Between 2 and 5 years

Over 5 years

As at December 31, 2020

Loans (Note 14)

2.278.043 409.289 1.023.221 -

Financial lease (Note 15)

32.123 115 - -

Trade payables and of other nature (Note 16)

3.468.237 - - -

Current income tax

30.631

Total

5.809.034 409.404 1.023.221 -

As at December 31, 2021

Loans (Note 14)

3.011.953 451.241 714.464 -

Financial lease (Note 15)

- - - -

Trade payables and of other nature (Note 16)

4.096.970 - - -

Current income tax

14.173

Total

7.123.096 451.241 714.464 -

3.2 Capital management

Company’s capital management objectives aim at protecting the ability of the Company to continue as a going concern in the future, so as to provide returns to Shareholders and benefits to other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

Like other companies operating in this sector, the Company monitors the capital on the basis of debt-to-equity ratio indicator. This indicator is calculated by dividing the net debt to the total capital. Net debt is calculated by subtracting from the total loans (including "current and long-term loans", as shown in the statement of financial position) cash and cash equivalents. Total capital is calculated by adding the net debt to the "owners' equity" in the statement of financial position.

In 2021, the Company's strategy, unchanged from 2020, consisted in reducing the debt-to-equity ratio, mainly through repayments to credit lines, but also to the investment loan.

Debt-to-equity ratio indicators as of December 31, 2021 and 2020 were as follows:

2020

2021

Total loans

3.742.791 4.177.658

Less: cash and cash equivalents

979.149 900.973

Net liability

2,763,642 3,276,685

Total owner's equity

79.014.416 80.519.709

Total owners' equity and net liabilities

81.778.058 83.796.394

Debt-to-equity ratio

3% 4%

3.3 Fair value measurement

The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period. The fair value of financial instruments that are not traded in an active market is determined by using the measurement techniques.

It is considered that the carrying value less the adjustment for impairment of trade receivables and payables approximates their fair values. The fair value of financial liabilities with a settlement period of more than 6 months is estimated by discounting the future contractual cash flows at the current interest rate on the market available to the Company for similar financial instruments.

Fair value measurement is performed taking into account the following hierarchy:

a)level 1 - prices listed in active markets for identical assets and liabilities

b)level 2 - data other than listed prices that are observable for the asset or liability

c)level 3 - data for assets and liabilities that are not based on observable market data

Presentation at the fair value of financial assets and financial liabilities as at December 31, 2021:

Level 1

Level 2

Level 3

Financial assets:

Cash and cash equivalent

900.973 - -

Receivables and other receivables

- 7.253.240 -

Financial liabilities:

Loans

- 4.177.658 -

Trade and other payables

- 4.096.970 -

Current income tax

- 14.173 -

Presentation at the fair value of financial assets and financial liabilities as of December 31, 2020:

Level 1

Level 2

Level 3

Financial assets:

Cash and cash equivalents

979.149 - -

Receivables and other receivables

- 5.662.207 -

Financial liabilities:

Loans

- 3.742.791 -

Trade payables and of other nature

- 3.468.237 -

Current income tax

- 30.631 -

4. CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

Estimates and judgments are measured on a continuous basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the given circumstances.

4.1 Critical accounting estimates and assumptions

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(a) Income tax

The Company is subject to income tax in a single jurisdiction (Romania). There are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the assets and liabilities of current and deferred income tax in the period in which this determination is performed.

(b) Pension-related benefits

The present value of pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for pensions include the discount rate. Any changes in these assumptions will impact the carrying amount of pension obligations. The Company uses the National Bank of Romania benchmark interest rate as the discount rate for pension obligation at the end of each year.

5. FIRST-TIME APPLICATION OF IFRS

On December 31, 2012 the Company prepared the first Financial Statements under IFRS.

In preparing the statement of financial position according to IFRS as at January 1, 2011 and December 31, 2011, the Company adjusted amounts previously reported in Financial Statements prepared in accordance with the Order of the Minister of Public Finance 3055/2009.

The main restatement adjustments under IFRS of Financial Statements in accordance with the Order of the Minister of Public Finance 3055 were as follows:

a) Property, Plant and Equipment

The Company has not calculated depreciation expenses of property, plant and equipment under conservation in previous periods. When adopting IFRS, property, plant and equipment under conservation continue to be amortized for the duration they have not been used.

In order to present them at the fair value, the Company land has been subject to the revaluation process. This revaluation was conducted at the end of 2010 and at the end of 2011 and 2012.

The remaining categories of property, plant and equipment did not record significant fluctuations in fair value until the end of 2012, their results are properly reflected in the Financial Statements.

b) Investment property

At the date of adoption of IFRS, the Company applies the fair value method of accounting to buildings classified in this category. As such, the amortization charge is no longer recognized, and investment property is subject to a periodic revaluation for the recognition at fair value. The result of the revaluation will be recognized in the Income and Expenditure Statement (Income Statement).

c) Provision for leave days not taken

The Company estimates for the days of leaves not taken related to the Financial Year ended, a provision for recording the salary expenditure in the corresponding period.

d) Provision for pensions

According to the Collective Bargaining, each employee receives compensation equal to a salary upon retirement. In order to recognize this expense, the Company records a provision over the entire period that the employee works within the Company. The value of this provision is up to date using the reference rate of interest according to the National Bank of Romania.

e) Recognition of a deferred tax asset or liability (IAS 12)

When adopting the IFRS, the Company calculates and records the deferred tax impact, determined based on temporary differences between accounting and tax basis of balance sheet items.

6. PROPERTY, PLANT AND EQUIPMENT

Movements of property, plant and equipment are as follows:

Land and building

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress

Total

As at January 1, 2020

Cost or valuation

70.579.812 35.347.600 217.648 747.422 106.892.482

Accumulated amortization

(15.131.779) (27.086.087) (153.766) - (42.371.632)

Net book value

55.448.033 8.261.513 63.882 747.422 64.520.850

For the year ended December 31, 2020

Land and building

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress

Total

Initial net book value

55.448.033 8.261.513 63.882 747.422 64.520.850

Inflows

- 61.269 22.533 3.491.826 3.575.628

Transfers

- 32.567 - (32.567) -

Gain on revaluation

- - - - -

Loss on revaluation

- - - - -

Outflows, net

(93.297) (66.149) - (565.205) (724.651)

Transfers to investment property

- - - - -

Expense on amortization

(791.697) (1.280.540) (10.633) - (2.082.870)

Amortization of fixed means under conservation

(77.078) - - - (77.078)

Final net book value

54.485.961 7.008.660 75.782 3.641.476 65.211.879

As at December 31, 2020

Land and building

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress

Total

Cost or valuation

70.388.380 35.261.029 240.181 3.641.476 109.531.066

Accumulated amortization

(15.902.419) (28.252.369) (164.399) - (44.319.187)

Net book value

54.485.961 7.008.660 75.782 3.641.476 65.211.879

For the year ended December 31, 2021

Land and building

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress and advances

Total

Initial net book value

54.485.961 7.008.660 75.782 3.641.476 65.211.879

Inflows

- 606.720 9.402 1.846.527 2.462.649

Transfers

15.390 3.152.564 6.212 (3.174.166) -

Gain on revaluation

- - - - -

Loss on revaluation

- - - - -

Outflows, net

- - (27.594) (248.250) (275.844)

Transfers to investment property

- - - - -

Expense on amortization

(790.360) (1.236.160) (9.349) - (2.035.869)

Amortization of fixed means under conservation

(58.652) - - - (58.652)

Final net book value

53.652.339 9.531.784 54.453 2.065.587 65.304.163

As at December 31, 2021

Land and building

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress and advances

Total

Cost or valuation

70.247.558 38.205.242 213.709 2.065.587 110.732.096

Accumulated amortization

(16.595.219) (28.673.458) (159.256) - (45.427.933)

Net book value

53.652.339 9.531.784 54.453 2.065.587 65.304.163

Fair value of tangible fixed assets

An independent measurement of land, buildings and other categories of property and equipment was conducted by an independent auditor to determine the fair value of tangible fixed assets as at December 31, 2018. The net revaluation surplus was recorded in other comprehensive income and is presented in "other reserves" in owners' equity.

Presentation of the fair value of property, plant and equipment as at December 31, 2021:

Level 1

Level 2

Level 3

Land

- 43.602.422 -

Buildings and special constructions

- 10.049.917 -

Total land and buildings

- 53.652.339 -

Equipment and vehicles

- 9.531.784 -

Furniture, fittings and equipment

- 54.453 -

Presentation of the fair value of property, plant and equipment as at December 31, 2020:

Level 1

Level 2

Level 3

Land

- 43.602.422 -

Buildings and special constructions

- 10.883.539 -

Total land and buildings

- 54.485.961 -

Equipment and vehicles

- 7.008.660 -

Furniture, fittings and equipment

- 75.782 -

Vehicles and equipment include the following amounts for which the Company is the lessee, within finance leases:

2020

2021

Cost

197.320 0

Accumulated amortization

90.284 0

Net book value

107.036 0

For committed appropriations, the Company recorded the following guarantees over the property, plant and equipment:

Buildings

2020

2021

Cost

11.838.113 11.838.113

Accumulated amortization

4.819.530 5.162.480

Net book value

7.018.583 6.675.633

Related land:

2020

2021

Cost

8.579.958 8.536.060

- As at December 31, 2021, the following property, plant and equipment (land and buildings), current assets and available bank accounts are mortgaged under the loan agreements the Company has concluded with the financial institutions Unicredit Bank Cluj, Banca Comerciala Romana Cluj and Raiffeisen Bank Cluj:

No. crt.

Subject matter of mortgage or pledge

Value of mortgage or pledge

Beneficiary of mortgage or pledge

Mortgage rank

1.1

Land with constructions located in P-ta 1 Mai nr. 3 registered in Cluj-Napoca Land Registry 309072

RON 2,000,000 + related interest and fees

BANCA COMERCIALA ROMANA

I

1.2

Land with constructions located in P-ta 1 Mai nr. 33 included in Cluj-Napoca Land Registry 305138 and Land Registry 305138-C1-U1

RON 2,000,000 + related interest and fees

RAIFFEISEN BANK

I

2.1

Mortgage or pledge on the inventory of finished products

RON 800,000 + related interest and fees

UNICREDIT BANK

-
2.2

Mortgage or pledge on the inventory of raw materials

RON 3,000,000 + related interest and fees

BANCA COMERCIALA ROMANA

-
2.3

Pledge or mortgage on current and future available funds / credit balances on present and future accounts and sub-accounts opened with the bank under the Agreement pledge, registered with the Electronic Archive of Pledges

RON 800,000 + related interest and fees

UNICREDIT BANK

-
2.4

Pledge or mortgage on current and future available funds / credit balances on present and future accounts and sub-accounts opened with the bank under the Agreement pledge, registered with the Electronic Archive of Pledges

RON 3,000,000 + related interest and fees

BANCA COMERCIALA ROMANA

-
2.5

Pledge or mortgage on current and future available funds / credit balances on present and future accounts and sub-accounts opened with the bank under the Agreement pledge, registered with the Electronic Archive of Pledges

RON 4,350,000 + related interest and fees

RAIFFEISEN BANK

-
2.6

Pledge or mortgage on current bank accounts, mortgage on the purchased equipment, financial collateral granted by the EIF in the amount of 60% of the value of the facility

RON 2,200,000 + related interest and fees

RAIFFEISEN BANK

-
2.7

Pledge or mortgage on current bank accounts, mortgage on the purchased equipment

RON 2,235,000 + related interest and fees

RAIFFEISEN BANK

-

The carrying amount that would have been recognized had the assets would have been recorded under the cost model is shown in the table below. This cost represents the cost at the date of transition to IFRSs.

Description

Land and buildings

Equipment and vehicles

Furniture, fittings and equipment

Fixed assets in progress and advances

Total

Year ended as at December 31, 2020

Cost

50.151.055 27.021.795 240.181 3.641.476 81.054.507

Accumulated amortization

13.461.597 20.982.755 164.399 0 34.608.751

Net book value

36.689.458 6.039.040 75.782 3.641.476 46.445.756

Year ended as at December 31, 2021

Cost

50.003.374 30.122.885 213.709 2.065.587 82.405.555

Accumulated amortization

13.820.237 21.439.771 159.256 0 35.419.264

Net book value

36.183.137 8.683.114 54.453 2.065.587 46.986.291

7. INTANGIBLE FIXED ASSETS

Trademarks and Licenses

As at January 1, 2020

Cost or valuation

242.489

Accumulated amortization

(241.238)

Net book value

1.249

For the year ended December 31, 2020

Initial net book value

1.249

Inflows

0

Amortization charge

(1.249)

Final net book value – intangible assets

0

As at December 31, 2020

As at January 1, 2021

Cost or valuation

242.489

Accumulated amortization

(242.489)

Net book value

0

For the year ended December 31, 2021

Initial net book value

0

Inflows

276

Amortization charge

(207)

Final net book value – intangible assets

69

As at December 31, 2021

Intangible assets in progress - initial

0

Inflows

0

Outflows

0

Book value – intangible assets in progress

0

8. INVESTMENT PROPERTY

As at January 1, 2020 Buildings + Land

Cost or measurement 7.124.302

Net book value 7.124.302

Inflows -

Earnings / (loss) from measurement at fair value -

Outflows-

Net final book value 7.124.302

As at December 31, 2020

Cost or measurement 7.124.302

Net book value 7.124.302

For the year ended December 31, 2021 Buildings + Land -

Inflows -

Earnings / (loss) from measurement at fair value -

Outflows -

Net final book value 7.124.302

As at December 31, 2021

Cost or measurement 7.124.302

Net book value 7.124.302

9. FINANCIAL INSTRUMENTS

December 31, 2020

December 31, 2021

Assets

Receivables and other receivables

5.662.207 7.253.240

Cash and cash equivalents

979.149 900.973

Total monetary financial assets

6.641.356 8.154.213

Payables

Loans

3.742.791 4.177.658

Trade payables and of other nature

3.468.237 4.096.970

Current income tax

30.631 14.173

Total Monetary Financial Liabilities

7.241.659 8.288.801

Accounting classifications and fair values:

December 31, 2021

Note

Amortized cost (IFRS9)

Total carrying

Fair value (IAS39)

Financial assets (RON)

Cash and cash equivalents

12 900.973 900.973 900.973

Receivables and other receivables

11 7.253.240 7.253.240 7.253.240

Total Financial Assets

8.154.213 8.154.213 8.154.213

Financial liabilities (RON)

Loans

14 4.177.658 4.177.658 4.177.658

Trade payables and of other nature

16 4.096.970 4.096.970 4.096.970

Current income tax

14.173 14.173 14.173

Total Financial Liabilities

8.288.801 8.288.801 8.288.801

10. INVENTORY

December 31, 2020

December 31, 2021

Materials

4.559.318 4.924.710

Inventory items

93.561 89.738

Finished Products

9.621.083 10.105.763

Goods

295.378 351.517

Provisions on impairment of inventories

(152.928) (230.638)

Total inventories

14.416.412 15.241.090

December 31, 2020

December 31, 2021

As at January 1

156.996 152.928

Impairment adjustments during the year (Note 15)

0 92.051

Reversed

(4.068) (14.341)

As at December 31

152.928 230.638

11. TRADE RECEIVABLES AND OTHER RECEIVABLES

December 31, 2020

December 31, 2021

Trade receivables

5.747.918 6.696.735

Adjustments on impairment of receivables on customers

(390.830) (437.613)

Trade receivables and other receivables

5.357.088 6.259.122

Prepayments

45.306 47.376

Other receivables

259.375 965.764

Other non-current receivables (over 3 months)

438 438

Adjustments on impairment of other receivables

0 (19.460)

Current income tax to be recovered

0 0

Total

305.119 994.118

Total Receivables after provisions set aside

5.662.207 7.253.240

Trade receivables and other receivables are denominated in the following currencies:

December 31, 2020

December 31, 2021

RON

5.431.183 7.111.240

EUR

231.024 142.000

Other currencies (USD, GBP)

- -

Total Receivables

5.662.207 7.253.240

The analysis of receivables by maturity is presented in the following table:

December 31, 2020

December 31, 2021

During the maturity period

4.468.687 5.802.765

Maturity period exceeded but without the risk of impairment

1.193.520 1.450.475

Total

5.662.207 7.253.240

The analysis on the seniority of outstanding receivables is as follows:

December 31, 2020

December 31, 2021

Up to 3 months

1.028.225 1.341.626

Between 3 and 6 months

141.352 132.838

More than 6 months

414.773 433.084

Adjustments for impairment of receivables

(390.830) (457.073)

Total

1.193.520 1.450.475

Within the outstanding receivables, an amount of RON 150,388 represents amounts paid to employees for sick leave and indemnities and which are recovered from the Budget of the Single National Health Insurance Fund according to Article 38 of Government Emergency Ordinance 158/2005 and which have not been transferred to us by December 31, 2021, and the reimbursement requests were submitted at least 30 days before the end of the Financial Year.

The breakdown by seniority ranges of these amounts is presented below:

- The amount of RON 79,042 with maturity exceeded up to 3 months, represents the amount corresponding to reimbursement applications submitted in September, October and November 2021 and not collected until December 31, 2021

- The amount of RON 48,371 with maturity exceeded between 3 and 6 months, represents the amount corresponding to reimbursement applications submitted between June and July - August 2021 and not collected until December 31, 2021

- The amount of RON 22,975 with maturity exceeded over 6 months, represents the amount corresponding to a reimbursement application submitted in May 2021 and not collected until December 31, 2021

The Company recorded adjustments for impairment of receivables at the amount of expected credit losses, calculated based on the expected loss rates.

For the amounts to be collected from the Budget of the Single National Health Insurance Fund, we have not recorded adjustments for impairment of receivables, because although they are collected with an increasing delay, we consider it a certainty to collect these amounts until the end of 2022.

The analysis of adjustment movement for the impairment of receivables:

December 31, 2020

December 31, 2021

As at January 1

373.564 390.830

Receivable impairment adjustment during the year

26.925 83.187

Reversed impairment adjustments

(9.659) (16.944)

As at December 31

390.830 457.073

12. CASH AND CASH EQUIVALENTS

December 31, 2020

December 31, 2021

Cash in hand and in bank

39.370 40.620

Performance bonds under 3 months

- -

Collateral cash at the bank - letters of credit

- -

Other cash equivalents

97.344 13.853

Short-term deposits

842.435 846.500

Total

979.149 900.973

December 31, 2020

December 31, 2021

Cash in hand and in bank in RON

21.059 38.976

Cash in hand and in bank in USD

1.495 1.504

Cash in hand and in bank in EUR

16.816 140

Short-term deposits in RON

842.435 846.500

Short-term deposits in EUR

- -

Funds to be collected RON

97.344 13.853

Total

979.149 900.973

Bank

December 31, 2020

December 31, 2021

Raiffeisen Bank

2.766 2.031

BRD

6.820 5.159

Treasury

4.581 2.744

BCR

18.311 1.644

Unicredit Tiriac Bank

0 17.792

Cash in hand and other cash equivalents

104.236 25.103

Short-term deposits-BRD

0 0

Short-term deposits - BCR – manager securities

77.053 81.136

Short-term deposits – CEC BANK - dividends recorded

765.364 765.364

Short-term deposits – CEC BANK - securities

18 -
979.149 900.973

In 2016, the amount of RON 416,440 representing dividends to the Shareholders: SCOP LINE SA (RON 213,645), BENJAMIN UNITED SRL (RON 342), ALFA LINE SA (RON 90,422) and MATTERA COM SA (RON 112,031) was recorded with CEC BANK SA.

In 2018, the amount of RON 158,602 representing dividends to the Shareholders: SCOP LINE SA (RON 81,367), BENJAMIN UNITED SRL (RON 214), ALFA LINE SA (RON 34,437) and MATTERA COM SA (RON 42,584) was recorded with CEC BANK SA.

In 2019, the amount of RON 190,322 representing dividends to the Shareholders: SCOP LINE SA (RON 97,641), BENJAMIN UNITED SRL (RON 256), ALFA LINE SA (RON 41,325) and MATTERA COM SA (RON 51,100) was recorded with CEC BANK SA.

The amounts were recorded on the basis of an Ordinance issued on September 25, 2015 by the Directorate for the Investigation of Organized Crime and Terrorism in File Case No. 394/D/P/2007.

December 31, 2020

December 31, 2021

Cash and cash equivalent

979.149 900.973

Total current share of loans

2.278.043 3.011.953
3.257.192 3.912.926

13. OWNERS' EQUITY

December 31, 2020

December 31, 2021

Share capital

12.325.438 12.313.405

Adjustments in Share Capital

- -

Value

No. of Shares

Value of share (RON)

Percentage of Ownership (%)

S.C. CARBO EUROPE S.R.L.

9.564.758 3.825.903 2.5 77.6776

Legal entities

1.660.472 664.189 2.5 13.4851

Individuals

1.088.175 435.270 2.5 8.8373

Total

12.313.405 4.925.362 100

As at December 31, 2020 the Company held a number of 4,813 own shares registered during 2020 at a market value of RON 39,466.60 according to the documents that underpinned the transfer of ownership. At the par value of RON 2.5 per share, these shares represented RON 12,032.50.

After obtaining the enforceable title in the case file no. 3986/1285/2011, the issuer started enforcement actions by seizing shares held by the debtor, with the direct transfer of ownership from SCOPE LINE S.A. assets to CARBOCHIM S.A. assets on the basis of the award certificate dated January 30, 2013 issued by "Adam, Oszoczki, Sortan si Asociatii Executori Judecatoresti". The direct transfer was approved by ASF by Decision No.953/July 24, 2019 following the final settlement at the High Court of Cassation and Justice of the file no. 7903/2/2016. In the Ledge of Shareholders the transfer was operated on March 24, 2020 as we were informed by the Central Depository by means of notice no. 11720/April 15, 2020.

The Extraordinary General Meeting of Shareholders held on April 28, 2021 approved, by unanimous vote, the cancellation of 4,813 own shares with a face value of RON 2.5 and the reduction of the share capital from RON 12,325,437.50 to RON 12,313,405, with the face value corresponding to the cancelled shares, namely RON 12,032.50, according to Article 207 paragraph (1) (c) of Law 31/1990. (Decision of the General Meeting of Shareholders no. 1/January 28, 2021). The cancellation of the own shares resulted in a loss of RON 27,434.10, to be covered according to the decision of the General Meeting of Shareholders.

At the time of transition to IFRS, the Company calculated and recognized the hyperinflationary economy effect by applying IAS 29.

The restatement was calculated using the evolution of the consumer price index ("CPI") published by the National Institute of Statistics ("NIS"). The indices used, determined on the corresponding prices for December 1990 (1990 = 100) for 13 years and conversion factors were the following:

Month, Year

Movements in consumer price indices

Index

Conversion Factor

February 1991

7,0% 123 1.363

March 1996

1,7% 8.291 20,19

February 2001

2,3% 101.419 1,65

August 2003

0,28% 157.446 1,06

DIVIDENDS

During 2021, the Company did not appropriate any dividends to owners.

14. LOANS

31 Decembrie 2020

31 Decembrie 2021

Loans from banks

3.710.553 4.177.658

Loans from Shareholders

- -

Total loans

3.710.553 4.177.658

Current share of loans

2.278.043 3.011.953

Long-term share – loans from banks

1.432.510 1.165.705
3.710.553 4.177.658

In November 2017, the Company signed with RAIFFEISEN BANK S.A. a term "Invest SME Initiative" loan agreement amounting to RON 2,500,000 for a period of 3 years, to finance 80% of the investment representing the purchase of new equipment. As at December 31, 2020, the balance of this loan was RON 61,111, with maturity on January 2021.

The collaterals for this facility were: the mortgage on current accounts opened at the bank, the mortgage on the equipment subject to the investment, and a 60% financial collateral granted by EIF.

The credit facility provided under this Contract was supported by the European Union support through the SME Initiative Program, funded by the European Union through the ERDF and Horizon 2020 and by the European Investment Fund and the European Investment Bank.

In July 2020, the Company signed with RAIFFEISEN BANK S.A. a term credit facility agreement amounting to RON 2,235,000 for a period of 5 years, to finance 80% of the investment representing the purchase of new equipment. As at December 31, 2021, the balance of this loan was RON 1,616,946, with maturity on June 2025.

The collaterals for this facility are: the mortgage on current accounts opened at the bank, the mortgage on the equipment subject to the investment.

December 31, 2020

December 31, 2021

RON

3.086.171 3.636.583

EUR

624.382 541.075
3.710.553 4.177.658

The effective average annual interest rate on bank loans for the financial year 2021 was of 2.17% (for the year 2020 was 2,59%).

15. FINANCE LEASE

December 31, 2020

December 31, 2021

Up to one year

32.123 0

Between 1 year and 5 years

115 0

Current value of finance lease

32.238 0

December 31, 2020

December 31, 2021

Up to one year

32.123 0

Between 1 year and 5 years

115 0

Future financing costs

0 0

Current value of finance lease

32.238 0

The effective average annual interest rate of the finance lease for the year 2021 was of 0% (for the financial year 2020 was 0.12%).

16. SUPPLIERS AND OTHER CREDITORS

December 31, 2020

December 31, 2021

Suppliers

1.299.992 1.598.587

Payables regarding personnel

504.836 540.030

Interest payable

957 1.895

Dividends payable

925.603 924.593

VAT payable

200.048 388.294

Other payables to the State

460.410 492.656

Deferred income

0 0

Creditor customers and sundry creditors

58.824 140.648

Excess inventory such as non-current assets and investment grants

17.567 10.267

Total

3.468.237 4.096.970

December 31, 2020

December 31, 2021

EUR

637.570 259.381

USD

- -

RON

2,830,667 3,798,541
3,468,237 4,096,970

17. ANALYSIS OF REVENUE BY CATEGORY

December 31, 2020

December 31, 2021

Revenue from sale of finished goods

30.016.768 32.333.963

Revenue from sale of goods

263.988 283.437

Revenue from services rendered

86.440 128.081

Total

30.367.196 32.745.481

Other operating income

December 31, 2020

December 31, 2021

Gain / (loss) from sale of fixed assets

(90.286) 130.444

Other income

68.044 20.992

Gain on revaluation of tangible assets

0 0

Gain on revaluation of property investment at fair value

0 0

Rental income

1.120.812 1.233.442

Subsidy income for staff payments

1.432.829 0

Total

2.531.399 1.384.878

Considering the Covid-19 pandemic, during 2020, AJOFM [County Agency for Employment] received subsidies for the payment of personnel in the amount of RON 1,432,829 representing:

- Furlough allowance under Government Emergency Ordinance No. 30/2020 for the period April-May 2020 in the amount of RON 600,010

- Settlement of 41.50% of the gross basic salary for the employees who had their employment contract suspended for a period of at least 15 days during the state of emergency or alert, according to Article III paragraph (2) of Government Emergency Ordinance No. 92/2020, in the amount of RON 832,819

Without recording these revenues, the operating result of 2020 would have been RON 325,983.

In 2021, no subsidies were collected.

18. WAGES AND OTHER RELATED COSTS

December 31, 2020

December 31, 2021

Salary expenses

13.623.345 14.344.596

Expenditure on salary contributions

467.427 439.250

Expenditure on meal vouchers

511.755 724.980

Total

14.602.527 15.508.826

December 31, 2020

December 31, 2021

Average number of employees

164 171

Number of employees

185 176

Salary of administrative staff (managers, including related social contributions)

1.377.117 1.453.871

Board of Directors (including related social security contributions)

839.759 517.565

19. OTHER OPERATING EXPENSES

December 31, 2020

December 31, 2021

Other expenditure on services provided by third parties

804.959 824.713

Expenditure on royalties and rents

28.474 24.821

Utilities expenses

1.905.094 2.487.131

Expenditure on maintenance and repairs

36.478 40.493

Insurance expenses

102.857 104.159

Expenditure on damages and penalties

23.208 387

Other provisions expense / (reversal)

9.488 16.577

Net provision for receivables expense / (reversal)

17.266 66.243

Postage charges and other fees

42.628 37.936

Expenses on commissions and fees

198.106 903

Entertainment, advertising and publicity expenses

26.821 16.053

Net gain / loss from exchange differences from operating activities

(34.882) 2.794

Net provision for slow moving inventories or impaired expense / (reversal)

(4.068) 77.710

Banking and similar charges Travel expenses

43.026 31.720

Other operating expenses

66.131 63.608

Alte cheltuieli din exploatare

823.129 866.045

Shipping costs

161.252 148.337

Total

4.249.967 4.809.630

In 2021, an audit fee of EUR 8,000 was paid to the financial auditor for auditing the Financial Statements as of December 31, 2020.

20. FINANCIAL RESULT

December 31, 2020

December 31, 2021

Interest expense

- Loans

129.830 85.737

- Financial lease

96 0

Net result from exchange rate differences

45.500 19.821

Financial costs

175.426 105.558

VInterest income

9 3

Other financial income

0 0

Financial income

9 9

Net financial result

(175.417) (105.555)

21. CORPORATE INCOME TAX

Description

December 31, 2020

December 31, 2021

Gross result

1.371.441 1.441.211

Tax rate according to national regulations

16% 16%

Items similar to income

935.164 831.891

Items similar to expenses

(20.976) (20.160)

Deductions

(2.651.768) (2.625.797)

Non-taxable income

(74.685) (106.584)

Non-deductible expenses

2.595.090 2.624.627

Total

2.154.266 2.145.188

Tax expense

(344.683) (343.230)

Sponsorship / patronage amounts

68.937 68.646

Total

(275.746) (274.584)

Bonus according to Government Emergency Ordinance 33/2020

24.502 -

Bonus according to Government Emergency Ordinance 153/2020

- 21.967

Total corporate income tax after application of the bonus

(251.244) (252.617)

(Expense) / revenue with deferred tax

39.290 75.041

(Expense) / revenue with income tax

(211.954) (177.576)

21. CORPORATE INCOME TAX (CONTINUED)

January 1, 2020

Movement in deferred tax

December 31, 2020

Movement in deferred tax

December 31, 2021

Deferred tax assets

39.934 (24.207) 15.727 22.112 37.839

Deferred tax liabilities

(6.837.423) (80.163) (6.917.586) 117.011 (6.800.575)

Asset / (liability) from deferred tax - net

(6.797.489) (104.370) (6.901.859) 139.123 (6.762.736)

Deferred tax liabilities

Property, Plant and Equipment

Provisions

Total

As at January 1, 2020

(6.826.686) (10.737) (6.837.423)

Movement in deferred tax

(90.816) (10.653) (80.163)

As at December 31, 2020

(6.917.502) (84) (6.917.586)

Deferred tax assets

Property, Plant and Equipment

Provisions

Total

As at January 1, 2020

12.334 27.600 39.934

Movement in deferred tax

(2) (24.205) (24.207)

As at December 31, 2020

12.332 3.395 15.727
Asset / (liability) from deferred tax - net (6.905.170) 3.311 (6.901.859)

Deferred tax liabilities

Property, Plant and Equipment and legal reserve

Provisions

Total

As at January 1, 2021

(6.917.502) (84) (6.917.586)

Movement in deferred tax

116.927 84 117.011

As at December 31, 2021

(6.800.575) 0 (6.800.575)

Deferred tax liabilities

Property, Plant and Equipment and legal reserve

Provisions

Total

As at January 1, 2021

12.332 3.395 15.727

Movement in deferred tax

(2.948) 25.060 22.112

As at December 31, 2021

9.384 28.455 37.839
Asset / (liability) from deferred tax - net (6.791.191) 28.455 (6.762.736)

22. RELATED PARTIES

The list of Company related parties is as follows:

Related company

Explanations

CARBOREF SRL

Cluj-Napoca

CARBOCHIM SA holds 25% of the share capital of CARBOREF SRL.

Mr Popoviciu Viorel was member of both the Board of Directors of CARBOCHIM SA (Board composed of 5 persons), and of CARBOREF SA (Board composed of 3 persons) until March 2015, when the company became CARBOREF SRL and a single director remained (Mr Ioan Mihut, who holds 70% of the shares).

Deliveries represent the rent and utilities according to contract 2249/December 13, 2012 and occasional sales of abrasive products through the retail store.

CARBO EUROPE SRL Bucharest

CARBO EUROPE SRL holds 77.6776% of the share capital of CARBOCHIM SA.

There were no transactions with this company in 2021.

IULIUS HOLDING SRL

Iasi

Mr Iulian-Adrian Dascalu owns 100% of the Iulius Holding SRL but also CARBO EUROPE SRL both through direct ownership (71.43%) and through the companies CARBO ONE BV and CARBO TWO BV registered in the Netherlands.

There were no transactions with this company in 2021.

Analysis of balances and transactions with related parties (Amounts in RON and VAT included):

Balances as at January 1, 2020

Receivables

Other receivables

Payables

CARBOREF SA

1.036 - -

Total

1.036 - -

Transactions carried out during 2020:

Sales

Expenses

Loans

CARBOREF SA

12,299 - -

Total

12,299 - -

Balances as at December 31, 2020

Receivables

Other receivables

Payables

CARBOREF SA

1.029 - -

Total

1.029 - -

Transactions carried out during 2021:

Sales

Expenses

Loans

CARBOREF SA

13.126 - -

Total

13,126 - -

Balances as at December 31, 2021

Receivables

Other receivables

Payables

CARBOREF SA

1.328 - -

Total

1.328 - -

As at December 31, 2021, the Board of Directors of the Company has the following structure:

- Popoviciu Viorel Dorin, Member of the Board of Directors and Chairman of the Board. Holds 145,670 shares.

- Turbatu Ioan, Member of the Board of Directors.Does not hold shares.

- Giurgiu Adrian, Member of the Board of Directors. Does not hold shares.

- Ungurean Tudor, Member of the Board of Directors. Does not hold shares.

- Stoicescu Daniel-Silviu, Member of the Board of Directors.Holds 15 shares.

The executive management of the Company is:

- Popoviciu Viorel Dorin, Chief Executive Officer

- Barabula Mihaela Maria, Chief Financial Officer

- Giurgiu Liana, Sales Director

- Carean Nastasia, Technical – Production Director

23. EARNINGS PER SHARE

Company shares are listed on the second category of the Bucharest Stock Exchange, CBC symbol.

Basic earnings per share is calculated by dividing the profit attributable to the Company's equity holders of the average number of ordinary shares existing during the year. The diluted earnings per share coincides with the basic earnings per share.

Year ended as at December 31, 2020

Year ended as at December 31, 2021

Profit attributable to equity holders of the Company

1.371.441 1.441.211

Weighted average of number of shares

4,930,175 4,927,768

Basic earnings and diluted earnings per share (RON per share)

0.28 0.29

24. CONTINGENCIES

24.1.Litigation

The Company is subject to a number of legal actions, most of them representing insolvency proceedings of doubtful customers. The Company’s Management believes that these actions will not have a material adverse effect on the economic performance and financial position of the Company.

24.2.Taxation

The taxation system in Romania has undergone many changes in recent years and is under a phase of adaptation to the jurisprudence of the European Union. As a result, there are still different interpretations of tax law. In some cases, the tax authorities may have different approaches to certain issues, the calculation of additional taxes and interest and penalties for late payment (in 2021, the late payment fee is of 0.01% per day of delay, plus default interest at the rate of 0.02% per day of delay). In Romania, the tax year remains open for tax inspection for 5 years. The Company’s Management believes that tax liabilities included in these Financial Statements are appropriate.

Tax legislation in place at the time of preparation of Financial Statements for companies reporting under the International Financial Standards is in was at an early stage of development. As a result, it is possible that the tax authorities have different interpretations from those included in these Financial Statements. Since the Company maintains the revaluation method for property, plant and equipment, and also in order to reduce the tax related risk, the Company decided to keep the balance of the account 105 "Revaluation reserves" at the date of transition to IFRS, the existing amounts in this account as of December 31, 2010 in the Financial Statements prepared according to the Order of the Minister of Public Finance 3055/2009.

24.3.Financial crisis

Recent volatility in international and Romanian financial markets:

The latest global liquidity crisis that began in mid-2007 resulted, among other things, in low level of capital market funding, lower liquidity levels in the financial sector and, occasionally, higher interbank lending rates and very high stock market volatility. Moreover, the RON exchange rate volatility and the main currencies used in international trade was very high.

Management is unable to reliably estimate the effects on the financial position of the Company to a potential decrease in liquidity of financial markets, an increase in the volatility of the exchange rate of the national currency and the continuation of the recession to come. The Management believes that it has taken all the necessary measures to ensure the continuity of the Company under current conditions.

Revaluation of properties held at fair value

The real estate market in Romania has been severely affected by the volatility in financial markets which resulted from restricting access to credit for companies and individuals during the financial crisis in 2007-2009. Therefore, the accounting value of tangible assets at fair value has been updated to reflect the market conditions at the Balance Sheet date. Due to the volatility of the real estate market in Romania, it is possible that the fair values of the Company’s assets relating to property be modified in the future.

24.4.Analysis of the impact of the SARS Cov2 pandemic on the economic activity of CARBOCHIM SA. Assessment of the Company's ability to continue as a going concern

The world economy is in one of the worst economic crises since the Great Depression (1929-1933), according to the forecasts by economy specialists, due to the Covid-19 pandemic that has made its presence felt in Romania since March 2020.

The European Union's reaction has been swifter and more concerted than ever on both strategic axes: fighting the Covid-19 pandemic and its economic effects.

The Government of Romania has taken several measures to support the economic agents, including being part of the amounts owed by the economic agents for the payment of personnel in the periods of 2020 when the activity was suspended or reduced during the periods of restrictions imposed in order to limit or reduce the spread of SARS-COV-2 virus.

Currently, the global crisis caused by the coronavirus pandemic is expected to send the European Union and the Euro Area into a recession, the full impact of this crisis is still impossible to predict and prevent in its entirety.

In view of the current overall economic situation, the Company's management conducted a one-off analysis to assess the impact of the SARS Cov2 pandemic on the Company's economic activity, namely on the entity's ability to continue as a going concern in the future, as follows:

The following significant uncertainties that the Company may face and the impact of these uncertainties on the Company's economic activity and on the Company's ability to continue as a going concern have been identified as follows:

1. 1. Company access to government aid in 2021

According to the 2020 legislation, the Company had access to government aid.

During the state of emergency, the Company suspended the employment contracts of some employees, requesting from AJOFM the amounts necessary for the payment of the allowance provided for in Article XI paragraph (1) of Government Emergency Ordinance 30/2020.

Due to the decrease in demand in the context of the COVID-19 pandemic, as well as due to the fact that many companies had their activity interrupted during the state of emergency, the revenues from the sale of finished products in 2020 were at the level of RON 30,016,768 compared to RON 33,203,510 recorded in 2019, recording a decrease of approx. 9.60%.

At the same time, the operational expenses of the Company in 2020 amounted to RON 31,04,134 compared to RON 34,693,610 in 2019, decreasing by approx. 10.35%.

In light of the foregoing, as well as the recording of revenues from subsidies for the payment of personnel for the period of suspension of employment contracts during the state of emergency, the operating result of 2020 is profit in the amount of RON 1,758,812 compared to RON 387,069 in 2019.

Considering the Covid-19 pandemic, during 2020, during 2020, subsidies for the payment of personnel amounting to RON 1,432,829 were received from AJOFM, representing:

- Furlough allowance under GEO no. 30/2020 for the period April-May 2020 in the amount of RON 600,010

- Settlement of 41.50% of the gross basic salary for the employees who had their employment contract suspended for a period of at least 15 days during the state of emergency or alert, according to Article II paragraph (2) of the Government Emergency Ordinance No. 92/2020, in the amount of RON 832,819

Without recording these revenues, the operating result of 2020 would have been RON 325,983.

From the analysis of the Income and Expenditure Budget for 2020 and 2021, data achieved/forecast for each balance sheet item and from the analysis of the Cash Flow Statement for 2020 and 2021 it resulted a balanced situation, the Company managing its cash flows so as to meet all obligations towards suppliers, employees and other creditors. Please note that the Company has paid monthly all outstanding obligations to the State budget and the social security budget during 2020 and 2021, without applying the possibility offered by the legislation in force to defer payments to the State budget for the period of 2020.

According to the current legislation, the Company did not fall into the category of companies eligible for government aid during 2021 because the Company could carry out its activity as usual without restrictions imposed by legal provisions.

During 2021, there was a slight increase in the sales of grinding products by approx. 7.72% compared to the previous year, reaching the level of RON 32,333,963, recovering part of the decrease in sales in 2020 due to the COVID-19 pandemic. However, the sales of grinding products made in 2021 are approx. 2.62% lower than those achieved in 2019 when they reached the level of RON 33,203,510.

2. The economic situation of customers, the restrictions faced by the customers as well as the way in which the customers of the Company will be affected by the economic crisis and/or the restrictions imposed.

During 2020 and 2021, the Company did not face any customer loss situations.

Furthermore, an analysis of the accounting data does not indicate that customers have deferred payments to a greater extent than in previous years.

The Company has a large number of customers operating in different business sectors, as follows:

construction, manufacturing industry (machinery and equipment, metallurgy, wood processing, furniture, processing of non-metallic mineral products, processing of rubber and plastics, textiles, footwear) and retail.

The Company does not depend on a small number of customers. Moreover, the Company's customers are not part of the business sectors that have been deeply affected in 2020 and so far.

In order to ensure the collection of the value of the products in the case of new and occasional customers, we have worked with the collection based on proforma invoices and the delivery after collection.

3. Economic situation of suppliers, affecting supply chains

Regarding the supply, we were not affected by the COVID-19 pandemic as we had stockpiles of basic raw materials big enough to ensure our production for several months. This is because the sourcing of a large part of the basic raw materials is from Chinese suppliers, which requires an important period of time from the order to the arrival of the raw material, taking into account the shipping of the raw material which takes at least 30 days. Of course, there are also alternative sources of supply, generally there are at least two suppliers for each raw material.

Assuming that the raw materials become more expensive, we have drawn up a variant of Income and Expenditure Budget from the analysis of which it results that the Company will succeed in maintaining itself on the market even under the conditions of a substantial reduction in the net profit because the Company has undistributed reserves from previous years.

4. Access to financing of the activity through bank loans

Cash flows from operating activities increased by RON 2,431,900, from RON 2,886,965 in 2019 to RON 5,318,865 in 2020, so that the Company managed to decrease its working capital credit line commitments by RON 3,694,418 in 2020. In 2021, operating cash flows decreased by RON 2,991,744 to RON 2,327,121, so that in 2021 the amounts committed from working capital credit lines increased by RON 423,167.

Please note that during 2020 and 2021, the working capital credit lines were extended to the existing level from 2019 and in July 2020 an investment loan amounting to RON 2,235,000 was committed for a period of 5 years to finance 80% of the investment representing the purchase of new equipment.

Therefore, in view of the current situation, we do not consider that there is a question of limiting access to financing through bank loans.

5. Human resources availability

The Company has sufficient and appropriately qualified human resources.

The field of activity in which the Company operates does not require the existence of staff requiring special qualifications. The Company may proceed with the emergency qualification of personnel in a relatively short time.

The Company has taken a number of measures to carry out its activities in the context of preventing and fighting the SARS-Cov-2 infection, among which the most important are: shifting the working hours of the employees, training the employees on keeping the recommended distance and wearing protective masks, daily monitoring of the temperature of the personnel at the shift entry, providing the employees with protective masks and disinfectants, isolating the employees with respiratory symptoms or fever and testing them through the occupational medicine practice.

6. Increasing exchange rate volatility

The Company is exposed to currency risk through exposure to different currencies, namely USD and EUR. Currency risk is associated to assets and liabilities recognized, in particular payables towards external suppliers of raw material and material, as well as loans and leases.

In April 2018, the Company concluded a framework contract for derivative financial transactions for FORWARD foreign exchange operations to partially cover foreign exchange risk for USD, therefore the Company started to apply the hedge accounting.

Other matters:

During 2020 and 2021, the Company's business model was not affected, the sale and delivery of the products took place under the same conditions, the only changes were related to electronic and telephone communication to a much greater extent than in the previous years, the delegates' trips to customers were reduced to the minimum possible, especially during the state of emergency, and the deliveries were made to a much greater extent through the courier and transport companies.

There are no potential legal or contractual problems, arising from the entity's potential lack of ability to meet its obligations.

The entity's revenues and cash flows were affected by the impact of the pandemic on consumers and customers during the state of emergency, in which the Company partially suspended its activity.

The entity's cash flows and working capital were not materially affected.

In the event that new restrictions will be imposed, if the government aid program does not cover the new period, the management of the entity shall consider the possibility of reducing the working hours of the employees according to the legal regulations in force, as well as the use of teleworking for the employees in the areas that allow working from home (sales, marketing, IT, accounting, human resources, etc.), in order to reduce the costs in proportion to the reduction of the revenues.

Conclusions:

The Company has prepared several versions of Income and Expenditure Budget and Cash Flow Statement in which the above uncertainties are taken into account in a worst-case scenario. It follows from the analysis of these versions that the Company will be able to overcome the period of economic crisis within a limited, medium-term time horizon.

The industry sector in which we operate is not currently subject to any restrictions, and our customers operate in multiple sectors, which mitigates the risk of being affected by restricting the activity of some customers.

24.3 War in Ukraine

A major factor of uncertainty that can seriously affect the activity of the Company is the crisis generated at European level by the war in Ukraine, which overlapped the effects of the Covid-19 crisis is expected to send the European Union and the Eurozone into a recession.

The full impact of this crisis is still impossible to predict and prevent in its entirety.

25.SUBSEQUENT EVENTS

The Extraordinary General Meeting of Shareholders of CARBOCHIM SA met on January 5, 2022 decided by unanimous vote, according to the Decision of the General Meeting of Shareholders No. 1/January 5, 2022, the relocation of the entire activity carried out by the Company in the new building to be purchased by the Company under the conditions approved in the same meeting of the General Meeting of Shareholders and the alienation by sale to one or more buyers of the properties owned by the Company, located in Cluj-Napoca, P-ța 1 Mai, nr. 3, Cluj County and composed of the land plots and the constructions located thereon.

In the Current Report issued on March 23, 2022 to publish the agenda of the Ordinary General Meeting of Shareholders of April 27, 2022, convened for approval of the Financial Statements of 2021, the distribution of the net profit of 2021, in the amount of RON 1,441,210.71, as follows: to legal reserves the amount of RON 80,939.34, the coverage of the loss of RON 27,434.10 (resulting from the cancellation of 4,813 own shares, according to the Decision of Extraordinary General Meeting of Shareholders No. 1/April 28, 2021) and retained earnings (profit not distributed) the difference of RON 1,332,837.27.