Annual Separate Report
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ANNUAL SEPARATE REPORT This document is a complete Annual Separate Eurohold Bulgaria AD also prepares an Annual Report of Eurohold Bulgaria AD. Consolidated Report, including the results of the Parent Company, its subsidiaries and associates’ entities. The Annual Separate Report of Eurohold Readers of this Separate Annual Report shall to Bulgaria AD has been prepared based on Art. read it together with the consolidated annual 39-40 of the Accounting Act. report of the Eurohold Group for 2020 so that they can obtain a complete picture of the Group's financial position as a whole. става за финансовото състояние на Групата TABLE OF CONTENTS ANNUAL SEPARATE FINANCIAL STATEMENT 4 INDEPENDENT AUDITOR’S REPORT 5 ANNUAL SEPARATE FINANCIAL STATEMENT 12 NOTES TO THE SEPARATE FINANCIAL STATEMENT 18 ANNUAL MANAGEMENT REPORT 70 EUROHOLD BULGARIA – CORPORATE OVERVIEW 71 SIGNIFICANT EVENTS FOR EUROHOLD BULGARIA IN 2020 73 INFORMATION FOR THE COMPANY 77 MANAGEMENT BODIES. CONTROL AUTHORITIES 79 SHARE CAPITAL. EQUITY STRUCTURE 81 MAIN SCOPE OF ACTIVITY. BUSINESS OPERATIONS 86 A BRIEF OVERVIEW ABOUT THE ACTIVITY OF THE SUBSIDIARIES 96 CAPITAL INVESTMENTS 101 RESULTS FROM THE ACTIVITY 104 CURRENT TRENDS AND THE LIKE FUTURE DEVELOPMENT 113 DESCTRIPTION OF THE MAIN RISKS 115 OTHER INFORMATION ABOUT THE COMPANY’S BUSINESS ACTIVITY 136 ADDITIONAL INFORMATION LEGALLY REQUIRED 138 OTHER INFORMATION 167 CORPORATE GOVERNANCE DECLARATION 170 RESPONSIBLE PERSONS DECLARATION 183 Translation: This Annual report of Eurohold Bulgaria AD is available in Bulgarian and English. The Bulgarian version is the original version. The English version is a convenience translation. We have made all possible reasonable efforts to avoid any inconsistency between the different language versions. If there are any such discrepancies, however, the Bulgarian version will be authoritative. Unless the context otherwise requires, Eurohold, Holding, Company means Eurohold Bulgaria AD, and Group or Eurohold Group means Eurohold Bulgaria AD and its subsidiaries and associates. Eurohold Bulgaria AD Annual Separate Financial Report 2020 NOTES TO THE SEPARATE FINANCIAL STATEMENT Annual Separate Financial Statement 2020 18 Notes to the annual separate financial statement 2020 NOTES TO THE ANNUAL SEPARATE FINANCIAL STATEMENT FOR 2020 Founded in 1996, Eurohold Bulgaria AD operates in Bulgaria, Romania, Northern Macedonia, Ukraine, Georgia, Greece and Belarus. The company owns a large number of subsidiaries in the insurance, financial services, car sales sectors and car leasing. 1. INFORMATION ABOUT THE GROUP Eurohold Bulgaria AD is a public joint stock company established pursuant to the provisions of article 122 of the Law for Public Offering of Securities and article 261 of the Commerce Act. The company is registered in the Sofia City Court under corporate file 14436/2006 and is formed through the merger of Eurohold AD registered under corporate file № 13770/1996 as per the registry of Sofia City Court, and Starcom Holding AD, registered under corporate file № 6333/1995 as per the registry of Sofia City Court. Eurohold Bulgaria has its seat and registered address in the city of Sofia, P.B. 1592, Iskar Region, 43 Hristofor Kolumb Blvd., UIC 175187337. The governing bodies of the company are the general meeting of shareholders, the supervisory board /two-tier system/ and the management board comprising the following members as at December 31, 2020: Supervisory board: Asen Milkov Christov, Bulgaria – Chairman; Dimitar Stoyanov Dimitrov, Bulgaria – Deputy Chairman; Radi Georgiev Georgiev, Bulgaria – Member; Kustaa Lauri Ayma, Finland – Independent Member; Lyubomir Stoev, Austria – Independent Member; Louis Gabriel Roman, USA – Independent Member. Mandate until 09.05.2022. Management board: Kiril Ivanov Boshov, Bulgaria - Chairman, Executive Member; Asen Mintchev Mintchev, Bulgaria – Executive Member; Velislav Milkov Hristov, Bulgaria – Member; Assen Emanouilov Assenov, Bulgaria – Member; Razvan Stefan Lefter, Romania – Member. Mandate until 14.08.2022. As of December 31, 2020, the Company is represented and managed by Kiril Ivanov Boshov and Assen Minchev Minchev – Executive Members of the Management Board, and Hristo Lubomirov Stoev and Milena Milchova Guentcheva – Procurators, jointly by the one of the executive members and one of the Procurators of the Company only. The Audit Committee supports the work of the Management board and plays the role of those charged with governance who monitor and supervise the Company’s internal control, risk management and financial reporting system. As of December 31, 2020, the Audit Committee of the Company comprises the following members: Ivan Georgiev Mankov, Bulgaria– Chairman; Dimitar Stoyanov Dimitrov, Bulgaria – Member; Rositsa Mihaylova Pencheva, Bulgaria – Member. As of December 31, 2020, the Company has fifteen employees (December 31, 2019: fifteen employees). Annual Separate Financial Statement 2020 19 Notes to the annual separate financial statement 2020 1.1. Scope of Activities The scope of activities of Eurohold Bulgaria AD is acquisition, management, assessment and sales of participations in Bulgarian and foreign companies, acquisition, management and sales of bonds, acquisition, assessment and sales of patents, granting patent use licenses to companies in which the company participates, funding companies, in which the Company participates. 1.2. Types of Activities As a holding company with a main activity of acquisition and management of subsidiaries, Eurohold Bulgaria AD performs mainly financial activities. The companies within the issuer’s portfolio operate on the following markets: insurance, leasing, finance and automobile. Insurance and Health Insurance line: • Insurance services • Health insurance services • Life insurance services Leasing line: • Leasing services • Car rentals Financial line: • Investment intermediation Automobile line: • Sales of new cars • Car repairs Energy line: Currently, the energy line companies are not active. 2. SUMMARY OF THE GROUP’S ACCOUNTING POLICY 2.1. Basis for Preparation of the Financial Statement The separate financial statement of Eurohold Bulgaria AD is being prepared in compliance with International Financial Reporting Standards (IFRS), issued and published by the International Accounting Standards Board (IASB) and adopted by the Commission of the European Union (EU). For paragraph 1, point 8 of the Supplementary Provisions of the Accounting Act, applicable in Bulgaria, the term "IFRS adopted by the EU" means International Accounting Standards (I AS) adopted under Regulation (EC) 1606/2002 of the European Parliament and the Council. The separate annual financial statement is prepared in Bulgarian leva (BGN), which is the functional currency of the Company. All amounts are presented in thousands of BGN (thousand BGN) (including comparative information for 2019), unless otherwise stated. This financial statement is non-consolidated. The Company also prepares consolidated financial statement by International Financial Reporting Standards (IFRS), issued and published by the International Accounting Standards Board (IASB) and adopted by the European Union (EU), in which investments in subsidiaries are accounted for and disclosed under IFRS 10 "Consolidated Financial Statements". The separate financial statement has been prepared on a going concern basis. Annual Separate Financial Statement 2020 20 Notes to the annual separate financial statement 2020 As a holding company, Eurohold Bulgaria does not carry out regular business activities. As of December 31, 2020, the current liabilities of the Company exceed its current assets by BGN 74 656 thousand (December 31, 2019: the current liabilities of the Company exceed its current assets by BGN 98 370 thousand), the loss for 2020 is BGN 16 754 thousand (2019: the loss is BGN 14 631 thousand). Despite the loss, equity as of December 31, 2020 is in amount BGN 303 701 thousand (December 31, 2019: 320 455 thousand), which is 1.5 times higher than the share capital (1.6 times higher than the share capital for 2019). Eurohold Bulgaria supports the dividend distribution policy, with a total dividend of BGN 5 831 thousand distributed from 2015 to 2019 inclusive. In 2020, the company did not distribute a dividend. Eurohold Bulgaria AD ends 2020 with a net operating result of a loss of BGN 16 754 thousand. The realized negative financial result for the reporting period is mainly in connection with accrued interest expenses on financing received during the last years necessary to cover the capital requirements to any of the subsidiaries by increasing their share capital, as well as to finance the expansion of the business through new acquisitions. The management of Eurohold has committed itself and is working towards restructuring the short-term indebtedness of the Company (Interest-bearing loans and borrowings, Bond liabilities and Liabilities to related parties), as in continuation of these actions the Company reports a decrease in current liabilities on interest-bearing loans and borrowings, bond liabilities and liabilities to related parties for 2020 to BGN 74 523 thousand compared to BGN 97 349 thousand for 2019 or a decrease of 23%. The management of Eurohold has committed itself and is working towards reducing the operating expenses. In the course of these actions, the Company reports a decrease in consulting services for 2020 to BGN 1 020 thousand compared to BGN 3 428 thousand for 2019 or a decrease of 70%. At the date of preparation of the separate