SC Cemacon : Consolidated Financial Statements EN 2023

CEMACON SA

CONSOLIDATED FINANCIAL STATEMENTS

Submitted in accordance with

Order of the Minister of Public Finance

No 2844/2016 for the approval of Accounting Regulations in accordance with International Financial

Reporting Standards,

TO AND FOR THE YEAR ENDED

31 DECEMBER 2023

CONTENTS	PAGE
INDEPENDENT AUDITOR'S REPORT	1- 6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	7-8
CONSOLIDATED FINANCIAL POSITION	9-10
CONSOLIDATED CASH FLOW STATEMENT	11
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	12-13
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	14-72
REPORT OF THE ADMINISTRATORS	1-2

Note	Financial year ending 31 December 2023	Financial year ending 31 December 2022
Restated*
Income from sales	4	185.433.724	221.435.406
Sales revenues
Other operating income	5	21.237.035	11.489.841
Other gains and losses	6	-5.957.195	348.255
Change in inventories of FG & WiP	10.086.005	10.962.415
Raw materials and consumables	15	-32.848.859	-40.303.581
Personnel Expenses	8	-48.053.921	-38.846.840
Depreciation and amortisation expenses	-22.719.907	-14.488.179
Other operating expenses	7	-84.003.419	-76.123.732
Profit from operation	23.173.464	74.473.585
Financial income	9	6.498.958	5.080.371
Financial expenses	9	-4.678.461	-1.590.951
Financial result	1.820.497	3.489.420
Share of profit of associated entities
Income from associates
Profit before tax	25.080.383	77.963.005
Tax benefits/(expenses)*	10	1.079.820	-6.313.031
Profit from continuing operations	26.160.203	71.649.972
Profit from discontinued operations, net of tax	-	-
Income tax expenses
Net profit	26.160.203	71.649.972
Note	Financial year ending 31 December 2023	Financial year ending 31 December 2022
Other comprehensive income items that cannot be reclassified to the income statement
Other comprehensive income
Total other comprehensive income	13.225.786	-95.048
Total overall result	39.385.989	71.554.923
Total comprehensive income
Restated* See Note 34 Accounting presentation errors

These financial statements were signed and approved on March 29, 2024 by:

General Director	Financial Director
Sologon Daniel	Cojocaru-Lungu Bogdan
Signature ______________	Signature ___________
8

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ON 31 DECEMBER 2023

(all amounts are in RON, unless otherwise specified)

Notes	Balance at 31 December 2023	Balance at 31 December 2022	Balance on 1 January 2022
Restated*	Restated*
ASSETS
Non-current assets
Property, plant and equipment	13	367.435.054	203.699.307	156.211.126
Investment property	15	8.885.960	8.885.960	8.885.960
Intangible	14	18.463.910	1.131.377	1.555.775
Goodwill	16	4.865.558	-	-
Right of use of leased assets	32	15.607.366	17.026.366	18.496.865
Investments	17	1.000	1.000	1.000
Other non-current assets	822.662	554.017	411.127
TOTAL Non-current assets	416.081.510	231.298.027	185.561.853
Current assets
Inventories	19	37.406.837	22.579.885	13.075.235
Trade and other receivables	20	39.407.393	50.248.650	17.064.942
Other assets	18	27.335.449	16.612.591	11.330.612
Cash and cash equivalents	21	88.044.885	133.909.885	84.223.350
TOTAL Current assets	192.194.564	223.351.011	125.694.139
TOTAL ASSETS	608.276.073	454.649.038	311.255.992
CURRENT LIABILITIES
Trade and other payables	22	51.764.048	47.212.962	35.223.686
Other liabilities	25	71.794	-	-
Loans and borrowings	25	12.685.230	-	-
Obligations under leases	32	2.319.811	2.546.188	2.733.143
Grants received	29	3.460.812	766.040	621.092
-
Tax liability*	9, 34	2.499.091	2.499.091	3.266.618
Provisions	28	12.196.018	10.045.567	11.096.948
TOTAL CURRENT LIABILITIES	84.996.805	63.069.848	52.941.487

CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023 (all amounts are in RON, unless otherwise specified)

Notes	Balance at 31 December 2023	Balance at 31 December 2022	Balance on 1 January 2022
Restated*	Restated*
NON-CURRENT LIABILITIES
Non-current trade and other liabilities	22	-	-	-
Other liabilities	25	6.357.251	-	-
Loans	25	69.768.765	-	-
Obligations under leases	32	5.547.838	7.492.682	9.588.752
Grants received	29	16.175.142	6.735.832	6.885.531
Deferred tax*	10	18.807.092	3.004.628	3.756.047
Provisions	28	2.877.336	2.848.866	2.780.548
TOTAL LONG-TERM DEBT	119.533.424	20.082.008	23.010.878
TOTAL LIABILITIES	204.530.227	83.151.856	75.952.365
NET ASSETS	403.745.844	371.497.182	235.303.627
CAPITAL AND RESERVES (EQUITY)
Issued capital	30	102.745.391	102.745.391	59.779.702
Deferred Tax*	9	-5.211.899	-3.508.324	-3.603.372
Share premium	30	21.735.848	21.735.848	253.004
Reserves	31	140.606.602	97.996.664	74.475.423
Retained earnings*	143.869.903	152.527.603	104.398.871
TOTAL EQUITY	403.745.844	371.497.182	235.303.628
Restated* See Note 34 Accounting presentation errors

These financial statements were signed and approved on March 29, 2024 by:

General Director	Financial Director
Sologon Daniel	Cojocaru-Lungu Bogdan
Signature ______________	Signature ___________
10

CONSOLIDATED CASH FLOW STATEMENT

DIRECT METHOD	Financial year closed on 31-Dec-23	Financial year closed on 31-Dec-22
Flows from operating activities
Collections from customers	236.410.376	251.585.867
Payments to suppliers	-134.376.352	-123.734.501
Payments to employees	-33.361.038	-26.213.071
Pay taxes and duties	-21.349.776	-33.673.033
Income tax paid	-1.177.460	-12.823.463
Insurance receipts	61.891	-
Insurance payments	-1.131.822	-678.693
Interest paid	-2.284.394	-
Other receipts-subsidies	21.514	103.434
Short-term lease payments and low-value assets	-546.618	-114.716
Net cash from operating activities	42.266.321	54.451.824
Cash flows from investing activities
Payments for acquisition of subsidiaries (see Note 3)	-107.078.005	-
Payments for the purchase of tangible fixed assets	-59.289.505	-70.557.316
Proceeds from the sale of tangible fixed assets	415.561	377.520
Interest received	4.912.360	4.060.528
Other investment grants	11.429.781	596.478
Net cash used in investing activities	-149.609.808	-65.522.790
Cash flows from financing activities
Proceeds from capital contribution	-	64.448.533
Receipts from loans	88.511.010	-
Loans to related parties	-17.565.503	-
Payment of capital lease liabilities	-2.831.431	-3.547.974
Payment of finance-lease debts	-472.183	-238.231
Loan repayments	-6.324.829	-
Guaranteed payment	-91.069	-
Net cash from financing activities	61.225.995	60.662.328
Effect of exchange rate differences	252.492	95.172
Net increase/(decrease) in cash	-45.865.000	49.686.534
Cash and cash equivalents at beginning of period	133.909.885	84.223.350
Cash and cash equivalents at end of period	88.044.885	133.909.885

251.585.867

These financial statements were signed and approved on March 29, 2024 by:

General Director	Financial Director
Sologon Daniel	Cojocaru-Lungu Bogdan
Signature ______________	Signature ______________
11

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023 (all amounts are in RON, unless otherwise specified)

Subscribed capital and adjustments	Share premium	Revaluation reserves	Legal reserves	Other reserves	Undistributed result	Other equity items	Total
31/12/2021 *Initial	59.779.703	253.004	31.455.172	9.430.921	33.589.330	106.689.799	-3.603.372	237.594.556
Correction of accounting errors*	-	-	-	-	-	-2.290.928	-	-2.290.928
31/12/2021 *Restated	59.779.703	253.004	31.455.172	9.430.921	33.589.330	104.398.871	-3.603.372	235.303.629
Current overall result	-	-	-	-	-	71.649.972	-	71.649.972
Share capital increase	42.965.689	-	-	-	-	-	42.965.689
Increase in share premium	-	21.482.844	-	-	-	-	-	21.482.844
Constitution of legal reserve	-	-	-	3.930.969	-	-3.930.969	-	-
Other reserves	-	-	-	19.590.272	-19.590.272	-	-
Diff. deferred taxes	-	-	-	-	-	-	95.048	95.048
31/12/2022 *Restated	102.745.392	21.735.848	31.455.172	13.361.890	53.179.602	152.527.603	-3.508.324	371.497.183

These financial statements were signed and approved on March 29, 2024 by:

General Director	Financial Director
Sologon Daniel	Cojocaru-Lungu Bogdan
Signature ______________	Signature ______________

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023 (all amounts are in RON, unless otherwise specified)

Subscribed capital and adjustments	Share premium	Revaluation reserves	Legal reserves	Other reserves	Undistributed result	Other equity items	Total
31/12/2022 *Restated	102.745.392	21.735.848	31.455.172	13.361.890	53.179.602	152.527.603	-3.508.324	371.497.183
Current overall result	-	-	-	-	-	26.160.203	-	26.160.203
Revaluation reserves (1)	-	-	11.522.211	-	-	-	-	11.522.211
Legal reserves	-	-	-	1.554.386	-	-1.554.386	-	-
Other reserves	-	-	-	-	29.533.341	-29.533.341	-	-
Capitalised deferred tax differences	-	-	-	-	-	-	-1.703.575	-1.703.575
Purchase price allocation adjustments (2)	-	-	-	-	-	-3.730.176	-	-3.730.176
31-Dec-23	102.745.391	21.735.848	42.977.383	14.916.276	82.712.943	143.869.903	-5.211.899	403.745.844

Restated* See Note 34 - Presentation accounting errors

(1) Revaluation reserves were reflected as a result of the revaluation of Euro Caramida's assets at the end of the year ended 31.12.2023.

(2) This difference represents the difference between the adjusted asset values resulting from the PPA report performed at the acquisition date and the resulting values at the acquisition date and the date of the IFRS adjusted financial statements.

These financial statements were signed and approved on March 29, 2024 by:

General Director	Financial Director
Sologon Daniel	Cojocaru-Lungu Bogdan
Signature ______________	Signature ______________

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDING 31 DECEMBER 2023 (all amounts are in RON, unless otherwise specified)

INFORMATION ON THE PRESENTATION OF THE GROUP:

Cemacon SA ("the Parent Company" or "the Company") is a Romanian legal entity, established as a joint-stock company on the basis of GD no.1200/1991 with registered office in Cluj-Napoca, Calea Turzii Street, no.178k, Hexagon Offices building, 1st floor, Cluj Napoca County. Cluj, ROMANIA. The company's main activity is "Manufacture of bricks, tiles and other construction products from fired clay".

In 2023 CEMACON SA acquired 100% of the share capital of EURO CARAMIDA S.A.., a ceramic blocks factory, having its main activity according to CAEN code 2332. The entity is located in Bihor county, Biharia commune, ROMANIA. The company, together with EURO CARAMIDA S.A., constitutes the Cemacon Group (or "the Group").

The acquisition was reported to the investing public through the current reports no. 6165/19.06.2023 and no.7416/27.07.2023 published on the website of the Bucharest Stock Exchange and on the website of CEMACON SA. As a result of the acquisition, EURO CARAMIDA S.A. became an affiliated part of CEMACON SA. The process of integrating the Biharia plant into the CEMACON Group is currently underway.

The Group prepares consolidated financial statements from 2023. They are available on the websitewww.cemacon.ro under the section "Shareholder Relations/Financial Statements".

The Group's consolidated financial statements are available on the Group's websitewww.cemacon.ro in the "Shareholder Relations/Financial Statements" section.

1. ACCOUNTING POLICIES

Basics of drafting

The principal accounting policies adopted in the preparation of the consolidated financial statements are listed below. The policies have been consistently applied for all years presented, unless otherwise stated.

The consolidated financial statements are presented in the national currency Lei, which is also the Group's functional currency.

Amounts are rounded to the nearest leu unless otherwise stated.

The Group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and OMFP 2844/2016 applicable to publicly traded entities.

The preparation of financial statements in accordance with IFRS requires the use of certain accounting estimates. The preparation of financial statements in conformity with OMF 2844/2016 requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported income and expenses for the period. Although these estimates are made by the Company's management based on the best information available at the date of the financial statements, actual results may differ from those estimates.

Estimates and judgments are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the current period and future periods, if the revision affects both the current period and future periods.

Estimates and reasoning are mainly used in:

• - estimated goodwill impairment;

• - revaluation of tangible fixed assets;

• - determining and reviewing the useful life of certain intangible assets;

• - leasing contracts;

• - trade receivables.

These consolidated financial statements have been prepared on a going concern basis which assumes that the GROUP will continue in business for the foreseeable future. In order to assess the applicability of this presumption management analyses forecasts of future cash inflows. On the basis of these analyses, management believes that the Group will be able to continue in business for the foreseeable future and therefore the application of the going concern basis of accounting is justified.

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