ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 1 of 35
ANNUAL REPORT
OF THE BOARD OF DIRECTORS
FOR THE 2024 FINANCIAL YEAR
drawn up in accordance with Law no. 24/2017 regarding issuers of financial instruments and
market operations and FSA Regulation no. 5/2018 regarding issuers of financial instruments
and market operations
Company
ROMPETROL WELL SERVICES S.A.
Headoffice: Ploiesti - str. Clopotei nr. 2 bis
Phone no.: 0244/544321, 0244/544101
Fax: 0244/522913
Fiscal Identification Code: RO 1346607
No. in the Trade Register: J1991000110297
Transaction market: BUCHAREST STOCK EXCHANGE
The subscribed and paid-up capital: 27.819.090 lei
The main characteristics of securities issued by the company
No. of shares: 278.190.900
Nominal value (lei/share): 0,10 lei
Grade and type of securities: ³$´nominative
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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Content
1. Analysis of the FRPSDQ\¶Vactivity «««««««««««««««««««
3
2. The tangible assets of the company «««««««««««««««««««
13
3. The market of securities issued by the company«««««««««««««
13
4. Management of the company «««««««««««««««««««««««
15
5. The financial-accounting situation«..«««««««««««««««««««
19
6. Corporate governance «««««««««««««««««««««««««
21
7. Annexes..««««««««««««««««««««««««««««««««
33
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 3 of 35
1. $QDO\VLVRIWKHFRPSDQ\¶VDFWLYLW\
Rompetrol Well Services S.A. ("RWS") is one of the most significant well services providers in
Romania, which offers a broad range of services (cementing, stimulation, various pumping,
pressure testing, instrumentation, well casing operations, etc.) for oil and gas wells in Romania,
the region, but also in other areas of the EU.
In 2024, the upstream market continued to experience fluctuations in investment and volume of
works from customers. The purchase prices for goods and services provided to the company
under the contract to carry out its current activities showed a moderate upward trend. At the same
time, delivery times continued to show fluctuations due to regional context.
Rompetrol Well Services (RWS) managed to secure its leading position in the specific market
segment through the diversity and flexibility demonstrated in offering specialized services aligned
to the requirements of each individual client.
-RON
2022
2023
2024
Operational income, out of which:
53.228.897
73.487.511
77.024.291
Rendered services
52.295.150
72.067.998
74.196.791
Operational expenses, out of which:
(53.825.976)
(62.682.833)
(68.415.726)
Depreciation and Amortization
(4.895.557)
(5.921.961)
(4.806.037)
Adjustments on provisions, net
717.751
(47.250)
456.985
Net financial income
3.474.405
3.050.169
3.168.160
EBIT
2.877.328
13.854.847
11.776.725
Net result
2.449.517
11.767.863
10.237.307
Availability in the cash-pooling system
46.117.041
50.730.823
47.109.341
Payroll ± Number of employees
133
135
138
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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1.1. a) Description of the core activity of the company
Having over 70 years of experience, Rompetrol Well Services SA is a competitive, solid and
reliable partner, offering a wide range of services in the oil and gas industry.
The object of the Company's activity consists in: provision of services for oil and gas wells, rental
of well tools and equipment and other services. The services offered: cementing, stimulations,
tubular running services, that are performed in the oil fields in Romania and abroad.
b) Specifying the date of establishment of the company
Company Rompetrol Well Services S.A. was established in 1951 and in the more than 70 years
of activity, although it operated with different structures and under different names, the main
profile was the execution of special operations at oil and gas wells in Romania.
Government Decision no. 1213 of November 1990 decided that the Company should become a
joint-stock company, according to Law no. 15/1990, under the name of PETROS S.A., the name
under which it operated until September 2001, when it changed its name to ROMPETROL WELL
SERVICES S.A.
c) Description of any significant merger or reorganization of the company, its subsidiaries
or controlled companies, during the financial year
During 2024 and 2023, respectively, there were no mergers or reorganizations of the company.
d) Description of acquisitions and/or disposals of assets
The Company's purchases were mainly represented by equipment necessary for the current
activity. Thus, the equipment modernization program continued in 2024, focusing on updating
technologies for cementing and well stimulation services. The company has not disposed of
assets with significant accounting value.
e) Description of the main results of the evaluation of the company's activity.
1.1.1. Elements of general assessment:
a) profit:
At the end of 2024, Rompetrol Well Services records a positive result (profit) of 10,237,307 lei,
13% lower than the level of profit recorded in the previous year.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 5 of 35
b) turnover:
In 2024, the turnover was 74,674,449 lei, 3% higher than the one recorded at the end of 2023,
respectively 5% higher than the budgeted one. The impact was generated by an increase
recorded in the area of primary cementing services and stimulation services.
c) export:
In 2024, the Company provided services in Denmark, based on specific contract. The turnover
obtained from these activities was in the amount of 1,564,391 RON.
d) costs:
In 2024, the operating expenses adjusted with elements of the nature of provisions were in the
amount of 68,872,711 lei, 10% higher than those registered in the previous year, their evolution
being influenced both by the direct costs related to the basic activity (cement, additives,
equipment maintenance and repairs).
e) own market share %;
In Romania, the company holds market shares up to 70% for different types of special services
provided.
f) liquidity (available in the account, etc.).
From the point of view of liquidity, the Company maintained the ability to cover current liabilities
from current assets, the current liquidity indicator reaching a level of 4.39 on December 31, 2024.
1.1.2. Evaluation of the technical level of the company
Description of the main rendered services
The main works performed by the company ROMPETROL WELL SERVICES are the following:
Cementing and pumping services of various kinds:
casing cementing, primary cementing, secondary cementing (plug cementing and squeeze
cementing), well kills, circulations, milling and replacement of fluids, interventions in damaged
wells, various pumping, etc.
Stimulation services:
surfactant treatement, acid pumping, transport of fluids (acid solutions, emulsions and enzymes,
etc.), water shut-off.
Special operations with liquid nitrogen:
lift-off operation, foam acidizing, pressure integrity testing;
Operations with mechanical tongs for well casing;
Rental of tools and equipment for various drilling-extraction works or resolving well
technological accidents;
Analyzes in our own laboratory for cements and well fluids;
Preparation of cement slurry according to the recipes;
x Operations with cement retainers.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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a) the main markets for each product or service and the distribution methods
The company ROMPETROL WELL SERVICES has maintained its position on the domestic
market, being constantly concerned with improving the quality of the services provided. Having
production capacities throughout the country as well as a qualified and well-trained workforce in
the field of providing special services to oil and gas wells, ROMPETROL WELL SERVICES
promptly provides the services required by their beneficiaries, regardless of the location.
The main markets for Rompetrol Well Services are in Central and Eastern Europe.
b) the share of each category of products or services in the revenues and in the total
turnover of the company for the last three years;
The share of each category of services in the turnover for the years 2022, 2023, 2024 is presented
as follows:
Type of service
2022 2023 2024
Actual value
(RON)
%
%
Actual value
(RON)
%
1 2 3 4 5 6 7
Cementing-Pumping
services
34.845.343
66.0%
79.3%
54.185.748
72.6%
Stimulation services
13.930.332
26.4%
14.7%
15.499.577
20.8%
Nitrogen services
1.533.679
2.9%
3.5%
3.026.895
4.1%
Casing Running services
704.998
1.3%
1.0%
846.203
1.1%
Tools Rental services
130.603
0.2%
0.1%
212.001
0.3%
Other services
1.623.091
3.1%
1.4%
904.025
1.2%
TOTAL
52.768.046
100%
100%
74.674.449
100%
c) the new products considered for which a substantial volume of assets will be affected
in the future financial year as well as the stage of development of these products.
The equipment modernization program of recent years focused on updating technologies for
cementing and well stimulation services, respectively tubular running and acidizing services. The
high-pressure pumping equipment is in accordance with the current safety requirements of the
industry. The company continues to implement effective cementing and well stimulation
technologies, meeting the operational requirements of customers.
1.1.3. Evaluation of the technical-material supply activity (indigenous sources, import
sources)
Information on security of supply sources, prices of raw materials and stock sizes of raw materials
and supplies.
The main types of materials needed to carry out the activity are: class G cement and specific
additives, fuels and lubricants, auto spare parts and technological equipment, secured on the
basis of firm contracts concluded annually, which ensures stability and safety of the company's
operation in optimal conditions. The levels of stocks of raw materials and spare parts vary
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 7 of 35
depending on the volume of activity expected for the next period. The purchase prices are the
prices applied on the market.
1.1.4. Evaluation of the selling activity
a) Description of sequential sales evolution on the domestic and/or foreign market and
medium- and long-term sales prospects;
The evolution of revenues is presented in the following table:
- RON
2022
2023
2024
Sales by activities, out of which:
52.768.046
72.563.673
74.674.449
Income from services provided
52.295.150
72.067.998
74.196.791
Income from sale of goods
472.896
495.675
477.658
Despite the constantly changing market conditions, the Company has managed to secure its
leading position on the specific market segment through diversity and flexibility in offering
specialized services tailored for each individual client. From an operational point of view, the
Company implemented measures to ensure the availability of labor in order to fulfill all orders.
From a commercial point of view, the Company participated in all publicly announced tenders in
order to ensure the activity for the next period.
It is estimated that during the year 2025 the Company will register a level of sales similar to 2024.
As before, the Company's flexibility in terms of the type of services provided, together with a
strong financial position, including cash availability, will allow it to maintain a high level of activity.
b) Description of the competitive situation in the field of activity of the company, of the
market share of the products or services of the commercial company and of the main
competitors;
In the conditions of an increasingly competitive environment and a cautious level of activity in the
oil and gas industry, the Company managed to maintain the market share for most of the services
provided in Romania, while at the same time increasing the complexity of the services provided.
The company has a market share up to 70% of the specific services market.
The main competitors of the Company in terms of main activities are: Schlumberger, Halliburton,
Tacrom.
c) description of any significant dependence of the company on a single customer or on a
group of customers whose loss would have a negative impact on the company's revenues.
It can be stated that ROMPETROL WELL SERVICES depends on the position of OMV - PETROM
%8&85(ù7,6$DFXVWRPHUWKDWUHSUHVHQWVRYHURIWKHFRPSDQ\VVDOHV7RUHGXFHWKLV
risk of dependence, the company aims to increase the share of special well services provided to
other E&P players on the local market and expand the activity on the foreign market.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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1.1.5. Evaluation of aspects related to the company's employees/staff
a) Specifying the number and level of training of the company's employees as well as the
degree of unionization of the workforce;
The company carried out training of employees, mainly through internal training programs, to
ensure obtaining the maximum benefits from the exploitation of existing equipment, the
continuous raising of the level of competence of employees and to create a safe work
environment.
The staff structure as of December 31, 2024 is as follows:
Total number of staff, of which:
144
- high education
62
- with secondary education
8
- skilled workers
74
The degree of labor unionization is 90.27%.
b) Description of the relations between the manager and the employees, as well as any
conflicting elements that characterize these relations.
The relations between the manager and employees are based on collaboration and are carried
out on the basis of the "Collective Labor Agreement", existing at the company level, without
identifying conflicting elements.
c) Assessment of issues related to the impact of the issuer's core activity on the health
and safety of workers
The QHSE (Quality, Health, Safety, and Environment) management system of Rompetrol Well
Services reflects the provisions of a comprehensive set of current legal requirements, based on
detailed internal procedures and risk assessments. All company employees are covered by the
current QHSE management system.
To enhance the company's health and safety performance, specific measures were implemented
during the 2024 reporting period:
x Quarterly meetings of the Health and Safety Committee
x Safety audits, BBS (Behavior-Based Safety) audits, and the annual Safety Audit plan
involving management
x Internal audit plan for 2024
x Job Safety Analysis (JSA) and risk assessment for all operations
x Mandatory training, professional training through the Annual Training Plan
As part of its QHSE management system, the company provides road safety awareness
campaigns, GPS monitoring of the fleet, and defensive driving programs to ensure safe
transportation (indicators are reported in weekly management meetings).
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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Throughout 2024, a new driving management monitoring system was installed on all vehicles in
WKHFRPSDQ\¶VIOHHW7KLVV\VWHPFDQJHQHUDWHFRPSOH[UHSRUWV*36VSHHGPRQLWRULQJDQGURXWH
tracking, sudden accelerations and brake applications, seat belt usage, use of headlights, driving
times). Detailed reports are generated for each driver in the company.
Risk assessments are conducted in accordance with Romanian legislation and undergo periodic
review and updates whenever there is a process change or new risks are identified. The risk
register is updated quarterly. Employees are encouraged to report risks during regular training
sessions. They can do this directly or can communicate anonymously through the SSM mailbox
in each unit. In case of incidents, the company applies the QHSE responsibility policy, which is a
good practice policy for "stopping work" without blaming employees.
Health and safety training is regularly provided in compliance with current legislation:
x Training on legal requirements (monthly)
x 7UDLQLQJDQGSUDFWLFDOGHPRQVWUDWLRQVUHJDUGLQJ³/LIH6DYLQJ5XOHV´
x Professional training matrices
x Other professional training for skill development (drivers, forklift operators, professional
drivers, IWCF, Bosiet, SSM Risk Level Evaluator, etc.) included in the Annual Training
Plan;
x Road safety and defensive driving training.
HSE hazards of products and risk control for employees and contractors are communicated
through training on safety data sheets. Furthermore, to monitor, track, evaluate, and manage
product-related incidents, the company uses procedures, simulations, and training such as:
x Policy on hazardous substances;
x Communication of chemical hazards;
x Handling of chemical products;
x Storage and disposal of chemical substances;
x Chemical exposure.
All training expenses are covered by the company. Communications and audits are also extended
to contractors, along with communications on various HSE topics.
With 246,985 hours worked in 2024 and 1,760,035 km driven, Rompetrol Well Services did not
record any fatalities, work accidents, or occupational illnesses.
1.1.6. Evaluation of aspects related to the impact of the issuer's core activity on the
environment
The synthetic description of the impact of the issuer's core activities on the environment as well
as any existing or anticipated litigation regarding the violation of environmental protection
legislation.
7KHDFWLYLWLHVFDUULHGRXWE\WKH&RPSDQ\ERWKDWWKHKHDGTXDUWHUVLQ3ORLH܈WLDQGDOOZRUNVLWHV
in the country, strictly adhere to the existing environmental legislation, thus avoiding any litigation
that may arise due to violations of the applicable laws.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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The Company conducts periodic checks of compliance with environmental requirements
according to the environmental permits associated with work sites in the country, to avoid
penalties or fines that may be imposed for failure to meet obligations in this field, but also for
relations with our suppliers and clients, who have recently become increasingly attentive to
environmental aspects and concerned about identifying sustainable solutions that lead to
reducing the ecological footprint.
Compliance checks with environmental regulations represent a complex process through which
the Company carries out a detailed assessment of activities impacting the environment, the
degree to which environmental legislation is respected for both technological processes carried
out on-site and the documents held, identifying any non-compliance and proposing compliance,
prevention, or impact reduction solutions.
In July 2024, a recertification audit of the Integrated Management System (environment, quality,
safety, and occupational health) was conducted by DNV Business Assurance, after which
Rompetrol Well Services S.A. continues to operate fully in accordance with the ISO 9001:2015,
ISO 14001:2015, and ISO 45001:2018 standards. To verify and maintain compliance with these
standards, the Company conducts annual internal audits of environment, quality, and
occupational health and safety at all its bases and inspections of operations performed at client
locations.
Throughout 2024, Rompetrol Well Services S.A. has obtained annual environmental visas for all
5 Environmental Permits it holds.
Rompetrol Well Services has set several environmental objectives, including:
x Reducing the intensity of greenhouse gas emissions from the organization, according to
GRI standard 305-4.
Target: 1% reduction compared to 2022
x 5HGXFLQJWKH³7KLUG-SDUW\ZDWHU´LQGLFDWRUDFFRUGLQJWR*5,VWDQGDUG
Target: 0.5 reduction compared to 2022
x Preventing any accidental pollution according to GRI standard 306;
Target: 0 accidental pollutions caused by Rompetrol Well Services employees
x Eliminating plastic waste within the Company;
Target: 100%-recycling
x Monitoring and implementing environmental aspects required within environmental
permits;
Target: 100% completed
x Training staff in environmental protection;
Target: 100% completed
The management of ROMPETROL WELL SERVICES ensures the necessary resources and
framework for implementing established environmental objectives, actively involving itself in all
projects aimed at continuous improvement of environmental protection through the services
provided.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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According to Law No. 105/2006 and Emergency Ordinance No. 196/2005 regarding obligations
to the Environmental Fund, Rompetrol Well Services S.A. pays monthly fees for pollutant
emissions into the atmosphere from fixed sources and an annual fee for packaging introduced
into the market, following declarations of obligations to the Environmental Fund.
1.1.7. Evaluation of the research and development activity
Specifying the expenses in the financial year as well as those anticipated in the next financial year
for the research and development activity.
In 2024, the Company did not record research and development expenses.
1.1.8. Evaluation of the company's activity regarding risk management
Description of the company's exposure to price, credit, liquidity and cash flow risk. Description of
the company's policies and objectives regarding risk management.
The activity carried out by the Company implies its exposure to the following risks:
- price risk: the Company has a flexible pricing policy, which allows it to react and adapt to any
price fluctuations that may appear in the market;
- credit risk: the Company's activity is financed from its own sources, but the impact of commercial
credit could not be completely eliminated. The company manages customer credit in a procedural,
flexible manner, through the contracting strategy established as an essential risk distribution
mechanism. The Company's management constantly monitors receivables and their collection;
- interest rate risk: the company has not contracted bank loans, thus not being influenced by
interest rate volatility. For the availabilities placed in the cash pooling system, the interest income
is variable in relation to the ROBOR evolution;
- liquidity risk: until now the liquidity risk has been estimated as low, as the Company has managed
to achieve a stable balance between the maturity of receivables generated by sales and the
enforceability of debts for operational and investment activity.
- the risk of exchange rate variations: most of the Company's revenues are reported in RON and
EUR. The gap between the registration of amounts in foreign currency and their settlement cannot
generate significant patrimonial effects as a result of the exchange rate variation.
More details regarding risks faced by the Company are presented in the Financial Statements for
the year 2024, in Note 23.
1.1.9. Elements of perspective regarding the company's activity
a) Presentation and analysis of trends, elements, events or uncertainty factors that affect
or could affect the liquidity of the commercial company compared to the same period of
the previous year.
The activity carried out by the Company did not cause dysfunctional cash flows, being
compensated by the efficiency of the management of existing liquidity. Commitments to suppliers
were paid rhythmically. The registered arrears do not present the risk of significant penalties. As
of December 31, 2024, the Company is not involved in litigation regarding the payment of
outstanding debts. The company ensured permanent efficiency in honoring contracts throughout
the country.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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The prospects of expanding service activities on foreign markets, however, require rational
decisions in the careful use of liquidity when concluding new contracts.
The main objectives for 2025
Continuation of offering high quality services in all the main activities carried out by the Company.
Taking into account the current market context, the Company is analyzing the possibility of
expansion on the service market in the Middle East region, as well as the expansion of the activity
in Central and Western Europe. In this sense, the Company continued discussions with possible
local partners, including considering the opening of an operational base in the area.
b) Presentation and analysis of the effects of capital expenditures, current or anticipated,
on the financial situation of the company compared to the same period last year.
The operation of the Company's activity was financed from its own sources, without requiring the
contracting of loans from banking institutions or other legal entities.
In the category of debts, there are no outstanding debts of interest or other loans committed from
banking institutions, but only the effect of the application of the new leasing standard.
The permanent trend for the constructive and functional improvement of the drilling installations,
imposed by the need to obtain a technical-economic efficiency of the extraction wells, led to the
need to make investments in order to be able to respond to the market requirements.
A share of 69% of the increase recorded in tangible assets, in the amount of 1.3 million RON, is
represented by the purchase and/or modernization of the installations and equipment used in the
operations carried out at the drilling wells and other ancillary operations.
Approximately 31% of the total investments made by the Company in 2024 concerned works
carried out in order to rehabilitate and modernize operational bases and replace IT equipment.
The company secured its own financial resources for the full implementation of the investment
budget for 2024.
c) Presentation and analysis of events, transactions, economic changes that significantly
affect the income from the core activity.
Despite the constantly changing market conditions, the Company has managed to secure its
leading position in the specific market segment through diversity and flexibility in offering
specialized services tailored for each individual client. It provides a wide range of services for oil
and natural gas wells (cementing, stimulation, well casing operations, etc.).
Last year, Rompetrol Well Services performed 112 primary cementing operations (up 18% on the
previous year), 192 secondary cementing operations, and 448 stimulation operations (up 15% on
the previous year), with a total number of works in line with the company's forecasts.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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2. The tangible assets of the company
2.1. Specifying the location and characteristics of the main production capacities owned
by the commercial company.
The patrimonial assets of tangible type allow a flexible organization in the territory to promptly
fulfill the orders of the beneficiaries.
The place of service provision is identified at the beneficiaries, not in the organizational perimeter
of the Company, the use of the production capacities being dependent on the orders received
from the beneficiaries.
The location of the land and buildings on the geographical area is identified in the following
localities: Ploiesti (Prahova County), Campina (Prahova County), Ra]YDG'kPERYLĠD&RXQW\
Leordeni (Arges County), Mihaesti ± Stuparei (Valcea County), Potcoava (Olt County), Craiova
(Dolj County), Tg. Carbunesti (Gorj County), Slobozia - Conachi (Galati County), Ianca (Braila
&RXQW\ 7LPLúRDUD 7LPLs County), Medias (Sibiu County), Moinesti (Bacau County), Videle
(Teleorman County).
The main production capacities are represented by: cementing aggregates, containers, tanks,
cementing laboratory equipment and other types of vans and drilling tools.
2.2. Description and analysis of the degree of wear and tear of the Company's assets.
Working outdoors at wells, traveling on hard-to-reach roads and using corrosive materials implies
a high degree of wear and tear, compensated by the investments of recent years. The automotive
specifics of the production capacities imply, the recognition of some maintenance costs resulting
from the adaptation and implementation of the imperative normative acts specific to European
integration and environmental protection issues: ADR transport licenses, rovignetes,
tachographs, environmental taxes, taxes for first registration, local taxes, etc.
2.3. Specifying the potential issues related to the right of ownership of the tangible assets
of the company.
For all tangible assets, the right of ownership is recognized, according to the documents held
and the regulations in force.
3. The market of securities issued by the company "ROMPETROL WELL SERVICES" S.A.
3.1. Specifying the markets in Romania and other countries where the securities issued by
the company are traded.
Securities issued by ROMPETROL WELL SERVICES S.A. are admitted to the rate of the
Bucharest Stock Exchange by decision no. 133/ 26.03.1998 and are traded on this market in the
STANDARD category in the sector of securities issued by Romanian legal entities, from
18.06.1998, under the symbol PTR. The securities issued by the company are category A -
registered shares.
As of 31.12.2024 the share capital is 27,819,090 lei, equivalent to 278,190,900 shares with a
nominal value of 0.10 lei/share and is distributed among the holders as follows:
1. KMG INTERNATIONAL N.V. Netherlands 20.311.015 lei (73,0111 %)
2. KJK BALKAN HOLDING S.a.r.l Luxembourg 2.970.995 lei (10,6797 %)
3. Other shareholders (4678 shareholders) 4.537.080 lei (16,3092 %)
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
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Shareholder structure
3.2. Description of the company's policy regarding dividends. Specifying the dividends
due/paid/accumulated in the last 3 years and, if applicable, the reasons for the eventual
reduction of dividends during the last 3 years.
The decision to declare and pay dividends is taken during the Ordinary Annual General Meeting
of Shareholders upon the recommendation of the Board of Directors. The recommendations
regarding the amount of the dividend and the method of payment are adopted during the meeting
of the Board of Directors to propose the distribution of the profit based on the year-end results.
The policy provides a differentiated approach to determining the volume of dividends with regard
to the Company, depending on:
x The nature and profitability of the commercial activity carried out by the Company and its
capital needs;
x Anticipated equity capital needs for the fulfillment of activity plans and investment projects;
x The effective volume of dividends will take into account the financing needs with equity capital
for:
Financing capital investments in existing assets;
Financing of investment projects regarding the part that requires the allocation of own
funds according to the agreed project financing structure;
Debt repayment;
Other relevant factors influencing the company's cash flows.
The Board of Directors prepares proposals regarding the effective volume of dividends distributed
for the reporting period.
The dividend distribution rate, subject to the other provisions of this Policy, is set at a minimum of
30%, as long as there are sufficient cash availability, calculated as follows:
Cash balance N + Net cash pooling balance N + Cash from operations N +1 + Cash from
investments N + 1 + Financial costs N + 1 + Mandatory loan repayments N + 1
KMG
International
NV (NL),
73.01%
KJK Balkan
Holding
S.a.r.l, (Lux)
10.68%
4678
shareholders
with holdings
below 3%
each; 16,31%
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 15 of 35
where N is represented by the year for which the distribution is made, while N+1 represents the
following year. For N+1, the calculation is prepared based on the budget.
Dividends are distributed to the Company's shareholders in proportion to their holdings in the
Company.
The final decision will be taken by the appropriate corporate bodies of the Company.
The value of the dividends is identified when the decision to declare and pay the Dividends is
taken.
The GMS decision regarding the declaration and payment of dividends reflects the following:
- dividend value per share;
- the registration date and the corresponding ex date, which identify the shareholders entitled to
the dividend;
- dividend payment date;
- any other legal requirements mentioned in the legal provisions in force.
For the financial year ended on December 31, 2022, EGMS from 26.04.2023 approved the
distribution as dividends of the net profit in the amount of 2,449,517 lei, as a dividend, respectively
0.008805 gross lei/share.
For the financial year ended on December 31, 2023, EGMS from 25.04.2024 approved the
allocation of the profit, computed according to applicable legislation, as well as the distribution of
dividends for the financial year 2023, in the amount of 11,767,863 RON, respectively 0.042301
gross lei/share.
For the financial year ended on December 31, 2024, EGMS from 28(29).04.2025 is to decide on
the way to distribute the profit. The proposal of the Board of Directors is to distribute the net profit
as dividends in the amount of 10,237,307 RON, respectively 0.036799 gross lei/share.
Until December 31, 2024, the Company paid the following dividends:
- 95% of the gross dividend approved for the 2021 financial year;
- 94% of the gross dividend approved for the 2022 financial year;
- 94% of the gross dividend approved for the 2023 financial year
3.3. Description of any activities of the company to purchase its own shares.
The company did not carry out activities for the purchase of its own shares.
3.4. If the company has subsidiaries, specifying the number and nominal value of the
shares issued by the parent company held by the subsidiaries.
Not applicable.
3.5. If the company has issued bonds and/or other debt securities, the presentation of how
the commercial company pays its obligations to the holders of such securities.
Not applicable.
4. Management of ROMPETROL WELL SERVICES S.A.
According to the Articles of Association, the Company is managed by a Board of Directors
composed of 5 members, appointed by the Ordinary General Meeting, who may also be
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 16 of 35
shareholders of the company, natural or legal persons, of Romanian or foreign citizenship,
respectively nationality.
At the beginning of 2024, the Board of Directors had the following members: Tergeussizov
Batyrzhan, elected at the General Meeting of Shareholders on 26.04.2023 for a term that will
expire on 30.04.2026, Stefan Georgian Florea, Vasile Gabriel Manole, Olga Turcanu, Eugeniu
Moby Henke, elected by the General Meeting of Shareholder on 27.04.2022 for a 4-year term
starting with 30.04.2022.
On 26.09.2024, Mr. Tergeussizov Batyrzhan resigned from the mandates of President and
member of the Board of Directors and member of the Audit Committee starting on 01.10.2024
(last day of mandate being 30.09.2024).
Through the Decisions of the Board of Administration no. 1 and 2 of 30.09.2024, Mr. Pavel
Romanenko was appointed temporary administrator and President of the Board of Directors
starting from 01.10.2024.
Thus, as of the end of 2024, the composition of the Board of Directors is as follows:
Pavel Romanenko ± the Chairman of the Board of Directors
Georgian Stefan Florea ± Member / General Manager
Olga Turcanu ± Member
Vasile Gabriel Manole ± Member
Eugeniu ± Moby Henke ± Member
On 16.01.2025, Mr. Pavel Romanenko requested to take note of his resignation from the
mandates of President and member of the Board of Directors, starting from 20.01.2025 (last day
of mandate being 19.01.2025).
Through the Decisions of the Board of Administration no. 1 and 2 of 20.01.2025, Mr. Yedil
Utekov was appointed temporary administrator and President of the Board of Directors starting
from 20.01.2025.
4.1. Presentation of the list of company administrators and the following information for
each administrator:
a) CV (name, surname, age, qualification, professional experience, position and length of
service;
Batyrzhan Tergeussizov - Kazakh citizen, born in 1984
Chairman of the Board of Directors for the period 01.05.2023 - 30.09.2024.
Term of office: starting with 01.05.2023 until 30.09.2024.
Mr. Batyrzhan Tergeussizov has graduated from Almaty University of Power Engineering and
7HOHFRPPXQLFDWLRQ (OHFWULFDO (QJLQHHULQJ IDFXOW\ DQG KROGV D PDVWHU¶V GHJUHH LQ %XVLQHVV
Administration (MBA) from Maastricht School of Management / Almaty Management University.
Before joining the Group, Mr. Tergeussizov held the position of General Manager of Linde Gas
Kazakhstan TOO for more than seven \HDUVDQGKDGVXFFHVVIXOO\PDQDJHGWKHHQWLW\¶VEXVLQHVV
activities in Kazakhstan and Central Asia. Before this position, Mr. Batyrzhan Tergeussizov had
several management roles within Siemens TOO, such as Country Division Lead - Energy Service
Division, Business Unit Lead - Services for Oil & Gas and Industrial Application, and Head of
Service Group.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 17 of 35
Pavel Romanenko - Kazakh citizen, born in 1985
Chairman of the Board of Directors for the period 01.10.2024 ± 31.12.2024.
Term of office: starting with 01.10.2024 until 31.12.2024.
Mr. Pavel Romanenko has a bachelor's degree in geophysics, but also a master's degree in
petroleum engineering obtained at the Kazakh-British Technical University in Almaty. He also
holds several certifications in drilling, geomechanics or hydraulic fracturing.
*HRUJLDQ6WHIDQ)ORUHD- Romanian citizen, born in 1982
Member of the Board of Directors during the period 30.04.2022 ± 31.12.2024
Term of office: 4 years starting on 30.04.2022
He graduated from the Ploiesti University of Oil and Gas. Mr. Florea holds a Master's degree in
reservoir engineering obtained at the Ploiesti University of Petroleum and Gas.
Georgian Stefan Florea has been with Rompetrol Well Services since 2007, successfully fulfilling
his duties in such roles as - initially at the operational level, holding the positions of petroleum
engineer DST division, field engineer at the cementing division, petroleum engineer technical
department, representative of Rompetrol Well Services & Rompetrol SA in Kurdistan, Sales
Coordinator and up to management level, Deputy General Manager of Rompetrol Well Services
since March 2018 ± 18.10.2021 and General Manager starting with 18.10.2021.
x Olga Turcanu - Romanian citizen, born in 1979
Member of the Board of Directors between 30.04.2022 - 31.12.2024.
Term of office: 4 years starting on 30.04.2022.
Olga Turcanu studied international economic relations and economic law at the Academy of
Economic Sciences of Moldova having the bachelor and master levels. In 2013, Olga Turcanu
was accepted as a Member of the Association of Chartered Certified Accountants (ACCA), and
starting from 2018 she has the status of an Fellow ACCA.
She gained professional experience in tax consultancy, financial audit in the oil and gas industry,
economic analysis, budgeting, business planning, taxation, investment project analysis, corporate
finance.
She worked in various companies such as: PriceWaterhouseCoopers, Mechel Trade House,
Bluehouse Capital Group, Rominserv.
9DVLOH*DEULHO0DQROH- Romanian citizen, born in 1980
Member of the Board of Directors between 30.04.2022 ± 31.12.2024.
Term of office: 4 years starting on 30.04.2022.
Mr. Vasile Gabriel Manole graduated from the Faculty of Economic Sciences, Transilvania
University Brasov, majoring in Finance, Banks, Insurance. He also holds a diploma of in-depth
postgraduate studies - strategies and financial accounting techniques - at Transilvania University
Brasov.
He joined the KMG International Group in 2005, occupying managerial positions in the financial
area in several entities within the KMG International Group, including the position of economic
director of Rompetrol Rafinare SA between November 2010 - May 2013 and 2016 - 2018.
Vasile Gabriel Manole holds the position of Financial Manager of Rominserv SRL and his main
duties are the representation of the company and the financial management of the company. Also,
Vasile Gabriel Manole holds the position of the Chairman of the Investment Initiation committee
within the Kazakh-Romanian Energy Investment Fund, an entity within the KMG International
Group.
(XJHQLX± Moby Henke - Romanian citizen, born in 1973;
Member of the Board of Directors in the period 30.04.2022- 31.12.2024.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 18 of 35
Term of office: 4 years starting on 30.04.2022.
He is a lawyer, a graduate of the Faculty of Law of the University of Bucharest (1992-1996) and
has a Master¶V degree in Administrative Sciences (1997-1999) from the National School of
Political and Administrative Studies in Bucharest.
He has professional experience in the following fields:
- consultancy for public and private companies (organizations), government agencies and
individuals;
- development and elaboration of corporate systems, legal analysis of transactions, projects;
- protection of clients' rights in the general courts of jurisdiction at all levels
- elaboration, negotiation and legal support in the execution of contracts, agreements and other
legal documents;
- experience as Director of the legal department of the KMG International Group, in the teams for
a series of projects (commercial, legislative, etc.);
b) any agreement, understanding or family relationship between the respective Administrator and
another person due to which the respective person was appointed as Administrator;
To the knowledge of the administrators, there was no agreement, understanding or family
connection between the administrators of the Company and another person due to which they
were appointed administrators.
c) the Administrator's participation in the Company's capital;
According to the Register of shareholders of the company, consolidated on 31.12.2024, issued
by the Central Depository, none of the Administrators participates in the share capital of the
Company.
d) the list of people affiliated with the company.
None of the members of the Company's Board of Directors is affiliated with Rompetrol Well
Services S.A. in the sense of ASF Regulation no. 5/2018.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 19 of 35
4.2. Presentation of the list of members of the company's executive management.
For each, the presentation of the following information:
a) the term for which the person is part of the Executive Management;
During 2024, the management of the Company was delegated to the following Managers:
Role Name and surname Period
General Manager
FLOREA GEORGIAN STEFAN
01.01.2024 - 31.12.2024
Financial Manager
MOISE LUIZA ROXANA
01.01.2024 - 31.12.2024
b) any agreement, understanding or family relationship between that person and another person
due to which that person was appointed as a member of the Executive Management;
We are not aware of any cases of agreements, agreements or family ties between the members
of the executive management and other persons due to which they were appointed to the position.
c) the respective person's participation in the capital of the commercial company.
According to the Register of shareholders of the company, consolidated on 31.12.2024, issued
by the Central Depository, no member of the Executive Management participates in the share
capital of the Company.
4.3. For all persons presented in 4.1. and 4.2. specify any disputes or administrative
procedures in which they have been involved, in the last 5 years, related to their activity at
the issuer, as well as those regarding the capacity of the respective person to fulfill their
duties within the issuer.
None of the people in the management of the Company has been involved in litigation or
administrative procedures in the last 5 years.
5. The financial-accounting situation
Presentation of an analysis of the current economic-financial situation compared to the last 3
years, with reference at least to:
a) balance sheet elements: assets that represent at least 10% of total assets; cash and others
liquid assets; reinvested profits; total current assets; total current liabilities;
Starting with the year ended on December 31, 2012, the individual financial statements of the
Company were drawn up in accordance with the provisions of the Order of the Minister of Public
Finance no. 1286/2012 for the approval of the accounting regulations in accordance with the
International Financial Reporting Standards applicable to companies whose securities are
admitted to trading on a regulated market, Order of the Minister of Public Finance no. 2844/2016
with all subsequent amendments and additions.
For the purpose of preparing these financial statements, in accordance with Romanian legislative
requirements, the functional currency of the company is considered to be the Romanian leu
(RON).
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 20 of 35
Summary of the patrimonial elements:
- RON
2022*)
2023*)
2024
Total Assets, out of which:
129.455.067
132.751.908
132.135.864
Fixed assets
57.447.959
56.492.638
63.995.957
Current assets
72.007.108
76.259.270
68.139.907
Total Liabilities, out of which:
129.455.067
132.751.908
132.135.864
Share capital, out of which:
28.557.446
28.557.446
28.557.446
Paid-up subscribed capital
27.819.090
27.819.090
27.819.090
Legal reserves
5.563.818
5.563.818
5.563.818
Other equity
61.937.048
61.692.920
67.734.302
Current result
2.449.517
11.767.863
10.237.307
Debts due under one year
19.095.172
15.722.168
15.516.592
Debts due above one year
11.852.067
9.447.693
7.526.399
*) restated as per financial statements 2024
b) profit and loss account
Summary of income and expenditure elements:
- RON
2022
2023
2024
Total income, out of which:
57.879.281
77.369.727
80.814.084
Operational income
53.228.897
73.487.511
77.024.291
Financial income
4.650.384
3.882.216
3.789.793
Total expenditure
55.001.954
63.514.880
69.037.359
Operational expenditures, out of which:
53.825.975
62.682.833
68.415.726
- expendable supply
15.250.181
19.654.780
21.349.833
- staff expenses
19.427.316
21.212.561
23.634.538
- assets depreciation expenses
4.895.557
5.921.961
4.806.037
- other expenses
14.252.922
15.893.531
18.119.311
Financial expenses
1.175.979
832.047
621.633
Gross result - profit
2.877.328
13.854.847
11.776.725
Current and deferred profit tax
427.811
2.086.984
1.539.418
Net result - profit
2.449.517
11.767.863
10.237.307
Summary of the achievement of budget indicators:
- RON
Achieved ±
previous year
2024
Budget
provisions
Achieved
Total income, out of which:
77.369.727
76.184.384
80.814.084
Operational income
73.487.511
73.216.196
77.024.291
Financial income
3.882.216
2.968.188
3.789.793
Total expenditure, out of which:
63.514.880
62.562.685
69.037.359
Operational expenditures
62.682.833
62.259.693
68.415.726
Financial expenditures
832.047
302.992
621.633
Gross profit
13.854.847
13.621.700
11.776.725
Current and deferred profit tax
2.086.984
1.636.293
1.539.418
Net profit
11.767.863
11.985.407
10.237.307
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 21 of 35
c) cash flow: all the changes in the level of cash in the framework of the basic activity, investments
and financial activity, the level of cash at the beginning and at the end of the period.
Treasury cash flow situation, synthesis - indirect method
- RON
2022
2023
2024
Net result before taxation and extraordinary items
2.877.328
13.854.847
11.776.725
Operational profit before changes in working capital
3.350.624
15.707.518
10.612.099
Net cash from operational activities
37.284.325
7.642.050
9.774.889
Net cash from investing activities
9.524.158
(1.554.398)
3.662.873
Net cash from financing activities
(46.543.997)
(5.930.827)
(13.788.299)
Net variation in cash and cash equivalents
263.829
157.075
(350.989)
Unrealized exchange rate differences
657
(251)
452
Cash and cash equivalents at the beginning of the financial year
227.231
491.717
648.542
Cash and cash equivalents at the end of the financial year
491.717
648.542
298.005
In 2024, both the performance of contracts with customers and suppliers was managed in
conditions of financial balance, as well as the provision of all liquidity for the full and timely
payment of salary rights, budget debts and dividends. All investment projects were financed from
own sources, except for the two twin pump cementing units, that were acquired through a finance
lease. In addition to the cash highlighted at the end of the financial year, the availability from the
main account, from the cash-pooling system, in the amount of 47,109,341 RON, can be used
without restrictions.
Name of the indicator
2022
2023
2023
Current liquidity indicator
3,77
4,85
4,39
The speed of rotation of debits-customers
102
86
74
The speed of rotation of fixed assets
1,03
1,48
1,17
The indicator of the degree of indebtedness
11.4%
8.2%
5.7%
The debt level indicator includes only the effect of lease contracts.
6. Corporate Governance
ROMPETROL WELL SERVICES S.A. is a company listed on the Bucharest Stock Exchange -
main segment, Standard share category, under the symbol << PTR >>, since 18.06.1998,
according to the decision of the Quota Registration Commission no. 133/26 March 1998.
The company complies with the current legislation applicable to companies and the capital
market: Law no. 31 /1990 of commercial companies - with subsequent amendments, Law no.
82/1991 of accounting - with subsequent amendments, Law no. 297 /2004 on the capital market
- with subsequent amendments, Law no. 24/2017 regarding issuers of financial instruments and
market operations, FSA Regulation no. 5/2018 regarding issuers of financial instruments and
market operations.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 22 of 35
The Company's management adopted voluntarily, self-imposed part of the provisions of the
Corporate Governance Code of the Bucharest Stock Exchange (CGC-BVB).
The Corporate Governance Code of the Bucharest Stock Exchange is a set of principles and
recommendations for companies whose shares are admitted to trading on the regulated market
in order to create an internationally attractive capital market in Romania, based on the best
practices, of transparency and trust. The Code encourages companies to build a strong
relationship with their shareholders and other stakeholders, to communicate effectively and
transparently and to be open to all potential investors.
The objective of the Corporate Governance Code of the Bucharest Stock Exchange is to increase
trust in listed companies by promoting improved corporate governance standards in these
companies.
Good corporate governance is a powerful tool for strengthening market competitiveness.
The central elements of this Code are investors' access to information and the protection of
shareholders' rights. Each listed company must follow the provisions of the Code. The role of
good governance is to facilitate effective entrepreneurial leadership, which can ensure the long-
term success of the company.
Details of compliance Rompetrol Well Services S.A. with the new Corporate Governance Code is
presented in Annex no. 1.
In accordance with the Articles of Association, Rompetrol Well Services S.A. is administered
in a unitary system, so that the administration rests with a board of directors composed of 5
members, elected by the ordinary general meeting of shareholders, for a 4-year term.
The Board of Directors has full powers to take any administrative and management decisions
other than those that the law expressly gives to the General Meeting of Shareholders.
By way of exception, the Board of Directors will exercise the powers of the General Meeting of
Shareholders provided for by art. 113 letter b, c and f of law 31/1990, republished.
The decisions of the Board of Directors are valid if they are taken by the majority of the members
present. In case of equality of votes, the Chairman has the decisive vote.
The duties and powers of the Board of Directors and of the Chairman of the Board of Directors
The Board of Directors has the powers established by Law no. 31/1990 updated, the Articles of
Incorporation, as well as other duties established by the general meetings of shareholders in its
charge, respectively, mainly, the following:
a) establishes the main directions of activity and development of the Company;
b) appoints and dismisses the Managers of the Company and supervises their activity;
c) prepares the annual activity report;
d) implements the decisions of the general meetings;
e) with the exception of legal acts for the adoption/conclusion of which is necessary,
according to the mandatory provisions of the law, the approval of the general meeting of
shareholders, approves the adoption/conclusion on behalf of the Company of legal acts whose
object has a value between 500,001 ± 10,000,000 USD; approval is required if it is a single
commercial transaction carried out through one and/or several separate contracts if the
cumulative value of these contracts exceeds the respective amount;
f) approves the organizational structure of the company;
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 23 of 35
g) designates and/or revokes the persons who act as representatives of the Company in
relations with the banks, with the right of first signature, respectively with the right of second
signature; the joint signature rules shall apply accordingly to the making of any payment made for
and on behalf of the Company;
h) approves the conditions for contracting any type of loans from a bank and/or financial
institution, as well as from any other legal entity;
i) approves the interim financial statements of the company, drawn up according to the law;
j) approves the company's marketing strategy and investment plan, as well as the annual
budget (investment expenses and operational expenses), upon the joint proposal formulated by
the General Manager and the Financial Manager;
k) submits the application for the opening of the company's insolvency procedure, according
to law no. 85/2014 regarding the insolvency procedure;
During 2024 the Board of Directors had the following composition:
Batyrzhan TERGEUSSIZOV - Chairman during 01.01.2024 ± 30.09.2024;
Pavel ROMANENKO - Chairman during 01.10.2024 ± 31.12.2024;
(XJHQLX0RE\+(1.( - Member during 01.01.2024 ± 31.12.2024;
Georgian Stefan FLOREA - Member during 01.01.2024 ± 31.12.2024;
2OJDTURCANU - Member during 01.01.2024 ± 31.12.2024;
Vasile Gabriel MANOLE - Member during 01.01.2024 ± 31.12.2024
6.1. Information about the members of the Board of Directors
The CVs of the members of the Board of Directors of Rompetrol Well Services SA are available
on the company's website at https://rompetrolwellservices.kmginternational.com/en/investor-
relations/corporate-governance/board-of-directors. Additional information can be found in section
4.1 of this report.
According to the criteria for evaluating the independence of the non-executive members of the
Board of Directors, on 31.12.2024, none of the Administrators meets the independence criteria
provided by the principles and recommendations of the Code.
During 2024, a number of 13 meetings of the Board of Directors took place and 22 decisions were
adopted, the participation of Administrators in these meetings being as follows: Batyrzhan
Tergeussizov ± 10 meetings, Pavel Romanenko ± 2 meetings, Eugeniu-Moby Henke - 13
meetings, Olga Turcanu ± 13 meetings, Georgian Stefan Florea ± 13 meetings, Vasile Gabriel
Manole - 13 meetings.
The President Batyrzhan Tergeussizov chaired 10 and Pavel Romanenko chaired 2 of the
meetings of the Board of Directors, and 1 was chaired by the General Director as a member of
the Board of Directors. Decisions were adopted, taking into account legal provisions, regulations,
constitutive acts and incident internal procedures. The decisions were taken with the "for" vote of
the majority of those present, according to the provisions of the Articles of Association.
For the financial year ended on December 31, 2024, in accordance with the legal provisions, the
administrators' remuneration was approved by the Ordinary General Meeting of Shareholders on
25.04.2024.
The information regarding the expenses with the remuneration of Administrators and Managers
are presented in the annual financial statements, respectively in the Remuneration Report.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 24 of 35
The company has a Financial Auditor who carried out his activity in accordance with the applicable
legal provisions and the contracts concluded in this regard. Since 2008, the financial auditor is
"Ernst & Young Assurance Services SRL". The financial auditor audited the annual financial
statements.
The general meeting of shareholders dated 25.04.2024 appointed the audit firm Ernst & Young
Assurance Services SRL as financial auditor for the financial year 2024, the duration of the audit
contract being 1 (one) year, starting from the date of the GMS.
Information regarding other commitments and relatively permanent professional
obligations of the members of the Board of Directors
Name
Company
Job position
Period
Batyrzhan
Tergeussizov
Rompetrol Rafinare SA
*
Chairman BoD
01.05.2023-14.10.2024
Rompetrol Rafinare SA *
Membru of
Strategy
Committee
03.05.2023-14.10.2024
Rompetrol Downstream
SRL*
Member BoD
08.05.2023-30.09.2024
Rominserv SRL*
Chairman BoD
01.02.2023 ± 30.09.2024
Rompetrol Energy SA*
Chairman BoD
01.03.2023 ± 31.10.2024
Rompetrol Georgia*
Member BoD
11.05.2023 ± 27.08.2024
Olga Turcanu
KMG Rompetrol SRL*
Financial
Manager
07.07.2019 - indefinite
Vasile Gabriel
Manole
Rominserv SRL*
Financial
Manager
01.07.2019 ± indefinite
Rompetrol Renewable SRL*
Financial
Manager
01.02.2023-28.10.2026
Oilfield Exploration Business
Solutions (former Rompetrol
SA)*
Financial
Manager
01.06.2013 - indefinite
Fondul de Investitii in
Energie Kazah-Roman SA
Member
Commitee of
initiating
investments
17.01.2023 ± 17.01.2027
Pavel
Romanenko
Rompetrol Rafinare SA *
Member BoD
26.04.2024 ± 31.01.2025
Rompetrol Rafinare SA *
Membru of
Strategy
Committee
15.10.2024 ± 31.01.2025
Rompetrol Energy SA*
Member BoD
01.11.2024 ± 26.01.2025
* Company member of KMG International Group
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 25 of 35
Advisory Committees
In its activity, the Board of Directors is supported by an Advisory Committee, namely the Audit
Committee, which task is to carry out analyzes and to develop recommendations for the Board
of Directors, in specific areas, having the obligation to periodically submit activity reports to the
members to the Board of Directors.
The Audit Advisory Committee composition was approved by Decision no. 2 of the Board of
Directors from May 2, 2023 and updated by Decision no. 3 of the Board of Directors from
September 30, 2024.
The general meeting of shareholders dated 27.04.2022 approved the appointment of Dan
Alexandru Iancu, Financial Auditor registered with the chamber of financial auditors in Romania,
as an independent member of the Audit Committee, for a mandate equal to that of the Board of
Directors.
The detailed presentation of the duties and responsibilities of the Advisory Committee can be
found in the Organization and Operation Regulation approved by the Board of Directors,
regulation published on the Company's website rompetrolwellservices.kmginternational.com,
section "Investor Relations - Corporate Governance - Corporate Governance Documents".
The Audit Committee fulfills the legal duties provided in art. 65 of Law no. 162/2017 which mainly
consist in monitoring the process of financial reporting, internal audit, risk management within the
Company and ensuring compliance, as well as in the supervision of the statutory audit activity of
the annual financial statements and in the management of the relationship with the external
auditor.
During 2024 the Audit Committee had the following composition:
x Dan Alexandru Iancu - Chairman during 01.01.2024-31.12.2024
x Batyrzhan Tergeussizov - Member during 01.01.2024 - 30.09.2024
x Vasile Gabriel Manole - Member during 01.10.2024 - 31.12.2024
x Olga Turcanu - Member during 01.01.2024 ± 31.12.2024
Information on the meetings of the Audit Committee during 2024
In 2024, there were 8 meetings of the Audit Committee and 7 decisions were adopted, the actual
participation in these meetings being as follows: Dan Alexandru Iancu - 8 meetings, Olga Turcanu
- 8 meetings, Batyrzhan Tergeussizov - 4 meeting and Vasile Gabriel Manole ± 3 meetings.
6.2. Executive Management
The management prerogatives of the Company are delegated by the shareholders through the
Articles of Associations to the General Manager and the Financial Manager.
In 2024, the Executive Management of the Company was carried out by the following
Managers:
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 26 of 35
Stefan Georgian FLOREA ± General Manager during 01.01.2024 - 31.12.2024;
Luiza Roxana MOISE - Financial Manager during 01.01.2024 ± 31.12.2024.
The term of office for the General Manager and the Financial Manager ends on April 30, 2026.
6.3. 6KDUHKROGHUV¶OLDELOLWLHV
ROMPETROL WELL SERVICES S.A. ensures a fair treatment of all shareholders, including
minority and foreign shareholders, in accordance with the legal provisions and the Articles of
Association of the Company.
The company makes every effort to facilitate the participation of shareholders in the work of
general meetings of shareholders (GMS). ROMPETROL WELL SERVICES shareholders have
the opportunity to participate in the GMS directly, through a representative on the basis of a
special power of attorney, or they can vote by mail (by sending the voting form by mail by any
form of courier or by e-mail with an extended electronic signature incorporated according to Law
no. 455/2001 on electronic signature).
According to article 11 of the Articles of Association, in conjunction with the applicable legal
provisions, the Ordinary General Meeting meets at least once a year, within the mandatory term
provided by law, and has the following main duties:
a) to discuss, approve or modify the annual financial statements, based on the reports
presented by the board of directors and the financial auditor, and to fix the dividend;
b) to elect and revoke the Company's administrators;
c) appoint and fix the minimum duration of the financial audit contract, as well as revoke the
financial auditor;
d) to establish for each year in progress the remuneration due to Administrators;
e) to express the opinion on the management activity of the Administrators;
f) to analyze the activity of the Board of Directors and to decide on the prosecution of the
Administrators for the damages caused to the Company, also designating the person entrusted
to carry it out;
g) to establish the income and expenditure budget and, if necessary, the activity program for
the next financial year;
h) to decide on the pledging, renting or liquidation of one or more units of the Company;
i) to approve the maximum limits of the remuneration of persons occupying/exercising
management positions according to the provisions of the law;
The Extraordinary General Meeting has the following duties:
a) changing the legal form of the Company;
b) moving the headquarters of the Company;
c) changing the object of activity of the Company;
d) the establishment or dissolution of secondary offices: branches, agencies, representative
offices or other such units without legal personality, if the Articles of Association does not provide
otherwise;
e) extending the duration of the Company;
f) increasing the social capital;
g) reducing the social capital or reuniting it by issuing new shares;
h) merger with other companies or division of the Company;
i) early dissolution of the Company;
j) conversion of shares from one category to another;
k) conversion of one category of bonds into another category or into shares;
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 27 of 35
l) issue of bonds;
m) approval of the adoption/conclusion on behalf of the Company of legal documents whose
object has a value greater than USD 10,000,000;
n) any other amendment to the Articles of Association or any other decision for which the
approval of the Extraordinary General Meeting is required.
The Extraordinary General Meeting delegates to the Board of Directors the fulfillment of the
powers provided for in letters b) and c) of the above paragraph.
The Extraordinary General Meeting can delegate to the Board of Directors the increase of the
share capital in accordance with the provisions of Law no. 24/2017.
Conducting the General Meeting of Shareholders
The General Meeting of Shareholders is convened by the Administrators whenever necessary,
by publishing an announcement in the Official Gazette of Romania, Part IV, and in one of the local
or national newspapers of wide circulation in the locality where it is located company
headquarters. The summons will include: the place, date and time of the meeting, the agenda
with the explicit mention of all the issues that will be the subject of the meeting's debates, a clear
and precise description of the procedures that must be followed by the shareholders in order to
be able to participate and vote in the general meeting and any other mentions provided by the
legislation specific to the capital market.
When the agenda includes proposals for amending the constitutive act, the convocation will have
to include the full text of the proposals.
When the election of Administrators is included in the agenda, the summons will have to include
the mention that the list of the names, the place of residence and the professional qualifications
of the persons proposed for the position of administrator is available to the shareholders and can
be consulted and completed by them.
The General Meeting can be held at the Company's headquarters or in other places determined
by the Administrators by convener. The shareholders can be represented in the General Meeting
by persons who do not have the status of a shareholder of the Company.
The General Meeting is chaired by the Chairman of the Board of Directors or a person appointed
by him, who designates, from among the members of the general meeting or among the
company's shareholders, one to three Secretaries, plus a Technical Secretary from among the
employees. They will draw up the shareholders' attendance list, verifying the following:
- the identity documents of the persons who present themselves at the General Meeting as
shareholders or their proxies;
- special/general power of attorney presented by shareholders' proxies;
- voting forms by mail.
The Secretary of the meeting also verifies the fulfillment of the legal conditions regarding the
presence of the quorum of the shareholders for the validity of the General Meetings.
If the ordinary or extraordinary general meeting cannot work due to the failure to fulfill the legal
conditions for attendance, the meeting that will meet at a second convocation can deliberate on
the items on the agenda of the first meeting, regardless of the quorum met, taking decisions with
the majority the votes cast.
After the presentation of the materials related to the agenda, the issues subject to the
shareholders' debate are put to a vote by the Chairman of the meeting.
The decisions of the general meeting are taken by open vote, except in cases where the general
meeting decides that the vote should be secret or the law requires secret voting.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 28 of 35
Each share gives the right to one vote during the General Meetings. The person who represents
several shareholders on the basis of special powers of attorney expresses the votes of the
persons represented by totaling the number of votes "for", "against" and "abstentions" without
compensating them (e.g. "on item x on the agenda I represent " a" votes "for", "b" votes "against"
and "c" "abstentions"). The votes expressed in this way are validated or, as the case may be,
invalidated, based on the third copy of the special proxies, by the Secretary of the general
meeting. The votes registered in the special power of attorney are exercised only in the manner
desired by the shareholder.
The Secretary or Secretaries of the meeting, based on the free vote expressed by the
shareholders, will draw up the minutes of the general assembly meeting.
Decisions adopted by the general meetings of shareholders during 2024:
Ordinary General Meeting of ROMPETROL WELL SERVICES S.A. Shareholders of April 25,
2024 decided the following:
x approves of the individual annual financial statements concluded on December 31, 2023,
prepared according to the International Financial Reporting Standards, based on the Report
of administrators and the Report of financial auditor of the Company;
x approves of the allocation of the profits, determined according to the law, as well as the
distribution of dividends for 2023 financial year, respective 0.042301 lei gross value/share;
x rejects of the change the destination of the reserves constituted from the net profit of the
company obtained in previous years in the amount of RON 12,854,944 and the distribution of
this amount as dividend to the shareholders, namely RON 0.0462091 gross/share;
x rejects of the change of the destination of the amount of RON 20,527,964 from other reserves
and the distribution of this amount as dividend to the shareholders, namely RON 0.0737909
gross/share;
x approves of the discharge of liability of the Company directors for their activity carried out
during the financial year 2022, based on the presented reports;
x approves the Income and Expediture Budget for 2024;
x approves the Investment plan for 2024;
x approves the monthly gross remuneration of the members of the Board of Directors for the
financial year 2024, and the general limit of the additional remuneration of the Board of
Directors members to whom specific positions within the Board of Directors, as follows:
- a monthly gross remuneration of 2.564 USD for the Chairman of the Board of Directors;
- a monthly gross remuneration of 1.709 USD for the Members of the Board of Directors;
- a monthly net remuneration of 2.000 RON for the Chairman of the Audit Committee;
- a monthly net remuneration of 1.000 RON for the Members of the Audit Committee.
x approves of the Remuneration Report for the Company's management structure, for 2023,
submitted to the consultative vote of the OGMS;
x approves of the reappointment of Ernst & Young Assurance Services SRL as financial auditor
of Rompetrol Well Services, for the financial year 2024, the duration of the audit service
agreement being of 1 (one) year, starting with the 28th of April 2024;
x rejects of the liability of the directors of the company for the damage in the estimated amount
of RON 4,186,525 caused by them to the company through the conclusion by the Company
of contracts for dedicated management assistance and technical consultancy services and
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 29 of 35
the appointment of the shareholder KJK Balkan Holding S.a.r.l. to bring legal action against
the guilty directors of the company;
x rejects of the instruction to the management of the Company and to its employees with
responsibilities related to the control and accounting of the Company to calculate the amounts
paid by the Company to KMG Rompetrol - S.R.L., as a result of the conclusion by the
Company of contracts for dedicated management assistance and specialized technical
consultancy services, in order to calculate the damage caused to the Company by the
conclusion and execution of the mentioned contracts;
x rejects of the appointment of the directors of the company for a term of 2 years, starting with
the date of appointment of the directors and ending on the expiry of 2 years from the date of
their appointment, in order to replace the directors against whom the action for damages is
brought;
x rejects of the remuneration of the newly elected directors, which shall be equal to the amount
previously approved by the general meeting of the company's shareholders;
x approves 26.06.2024 as Registration Date, according to art. 87 (1) of the Law no. 24/2017;
x approves 25.06.2024 as Ex Date, according art. 2 para. 2 letter l from Regulation no. 5/2018;
x approves 12.07.2024 as Payment Date, according art. 87 para. 2 of the Law no. 24/2017;
x approves empowering Mr. Stefan Georgian Florea, General Manager and member of the
Board of Directors, to conclude and/or sign for on behalf of the Company and/or of its
shareholders the resolutions which are to be adopted within this OGMS and to carry out any
and all requisite proceedings for such adopted resolutions to be registered, rendered
enforceable, against third parties and published, the said proxy being entitled to subdelegate
third parties to act for such purpose.
Extraordinary General Meeting of ROMPETROL WELL SERVICES S.A. Shareholders of
September 12, 2024 decided the following:
x approves ratification of the Agreement having as its object wells matrix stimulation services
(acidizing) for onshore and offshore locations, as well as the case, their related products
(hydrochloric acid, solvents, enzymes, nitrogen, carbon dioxide, sodium hydroxide),
concluded by the Company with OMV Petrom SA.;
x approves ratification of the Framework Agreement and Subsequent Contracts having as its
REMHFW6HUYLFHVRIFHPHQWLQJDQGPLOOLQJVHUYLFHVUHODWHGWRGHHSZHOODEDQGRQPHQWZRUNV´
concluded by the Company with OMV Petrom SA;
x approves the following dates:
x (i) 01.10.2024 as Registration Date, according art. 87 para. (1) from Law no. 24/2017
x (ii) 30.09.2024 as Ex Date, according art. 2 para. 2 letter. 1 from Regulation no. 5/2018.
x approves empowering the General Manager and Finance Manager of the Company, in order
to sign the legal documents approved in the previous articles of this decision. For each of the
two aforementioned representatives of the Company, the possibility to sub-empower third
parties is approved;
x approves empowering Mr. Stefan Georgian Florea, General Manager and member of the
Board of Directors, to conclude and/or sign for on behalf of the Company and/or of its
shareholders the resolutions which are to be adopted within this EGMS and to carry out any
and all requisite proceedings for such adopted resolutions to be registered, rendered
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 30 of 35
enforceable, against third parties and published, the said proxy being entitled to subdelegate
third parties to act for such purpose.
Shareholders' right to dividends
In the event that the General Meeting of Shareholders approves the distribution of dividends from
the net profit made by the Company, all shareholders registered in the shareholders' register on
the date of registration decided by the General Meeting, which also approves the amount of
dividends and the date on which they are paid, are entitled to receive dividends.
6.4. Transparency, communication, financial reporting
Rompetrol Well Services S.A. pays great importance to transparency in communication.
Considering that public trust is essential for the operation of the company, the Company makes
its communication policy an explicit and reciprocal commitment between the company and its
interlocutors.
The company intends to ensure a continuous and periodic reporting in an objective and integral
manner, which includes all important aspects of the company's activity, the financial situation, the
applied accounting policies, the recorded performances.
During 2024, reports and press releases related to the financial results, the convocation and
decision of the GMS, periodic reporting (monthly, quarterly, half-yearly, annual), etc., were
prepared. The information that was the subject of the mandatory reports - the current and periodic
reports were communicated to the market operator, the Bucharest Stock Exchange, the Financial
Supervisory Authority and were available by posting on the Company's website,
rompetrolwellservices.kmginternational.com in the Investor Relations Section.
In order to ensure equal access to information for investors, the reports and communications
addressed to market participants are posted on the Company's website after they have been
posted on the website of the market operator, the Bucharest Stock Exchange.
In accordance with the legal provisions, the financial and accounting statements and those
regarding the operations of Rompetrol Well Services S.A. are audited by Ernst & Young
Assurance Services SRL, independent financial auditor, appointed by the general meeting of
shareholders on 25.04.2024 for a period of 1 year.
Contact for Investor Relations
The annual, half-year and quarterly reports are available in electronic format, on the Company's
website, https://rompetrolwellservices.kmginternational.com/en/investor-relations/financial-
results-and-reports and in written form, upon request, at Company headquarters, in Ploiesti,
&ORSRĠHLVWUQRELV3UDKRYDFRXQW\5HTXHVWVFDQDOVREHPDGHHOHFWURQLFDOO\E\H-mail to:
investor.relations.rws@rompetrol.com.
Internal Control and Risk Management Systems in relation to financial reporting procedures
The Company has continuously adapted the internal control mechanism as a set of procedures
and work methods with the aim of preventing facts contrary to the economic interests of the
Company and the regulated framework for carrying out the activity, identifying deficiencies and
establishing the necessary measures to restore the framework regulated. It mainly concerns
financial relationships, phenomena and processes, with the aim of ensuring a good functioning of
the economic activity. Also, the aspects of opportunity, necessity and efficiency of the operations
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 31 of 35
carried out by the Company are analyzed. In terms of financial reporting procedures, both internal
and external reporting procedures are developed at the level of the Company. The procedures
are reviewed periodically by the functional departments of the Company. Financial reporting
systems are based on principles, rules and legal regulations in force.
6.5. Social responsibility
KMG International is an important investor in the Romanian economy and, at the same time, a
responsible corporate citizen. All companies within the Group have a holistic approach to
sustainability, which is why efforts to improve the quality of life of local communities cover all
aspects, from environmental protection or social involvement to health and well-being, culture and
education, the development of professional and leadership.
Social responsibility and sustainability are basic principles that guide us in strategic development
and operational management. We are committed to becoming one of the most sustainable
operators on the national and regional energy market, being at the same time actively involved in
the life of the communities on which we operate.
Rompetrol Well Services S.A., a member company of the KMG International Group, considers
social responsibility and sustainability as fundamental components in the development of
business strategy and operations. The company's commitment to sustainability, environment,
economic progress and social equity is firmly integrated into its operations, with the aim of making
a concrete contribution to the United Nations Sustainable Development Goals (SDGs) included
in the 2030 Agenda for Sustainable Development of United Nations.
Sustainability
Our organization is dedicated to conducting operations in a manner that emphasizes
environmental stewardship and the preservation of natural resources such as air, soil, and
water. Our decision-making process is guided by a commitment to adhere to industry-leading
standards.
In terms of disclosing ESG performance, Rompetrol Well Services has shown its dedication to
transparency in environmental, social, and governance (ESG) matters by releasing
sustainability information. The disclosed indicators encompass a range of critical sustainability
areas, including greenhouse gas emissions, occupational health and safety, environmental
impact, waste management, water usage, energy consumption, fair labor practices, and
community engagement. To maintain the accuracy and reliability of the data, the company has
adhered to the European Sustainability Reporting Standards (ESRS). Stakeholders can view
the comprehensive set of sustainability performance data on the company's webpage:
https://rompetrolwellservices.kmginternational.com/en/sustainability/sustainability-approach
In 2024 RWS obtained a rating from Sustainalytics, as a Low Risk company, positioned in the
top 6% of all companies in the energy services industry.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 32 of 35
Involvement in the communities
Rompetrol Well Services has proven to be a responsible partner, reaffirming its commitments to
civil society and sustainable development year after year. Only in Prahova County, it has carried
out various actions and partnerships alongside NGOs, local authorities, and other entities.
Through effective collaboration, the specific needs of the communities have been identified, and
projects have been developed that contribute to enhancing their quality of life.
Because Rompetrol places a special emphasis on investments in education, numerous
educational projects have been implemented. One of these is "Chess in Schools," a project that
organized both in-person and online chess lessons, visits, open classes, and chess competitions
for children in Prahova County.
In fact, the national program "Chess in Schools" has reached 36 counties, benefiting 75,000
VWXGHQWVZKLOHWKHFLW\RI3ORLH܈WLKDVKRVWHGWZRHGLWLRQVRIWKH,QWHUQDWLRQDO&KHVV)HVWLYDOZLWK
participation from children across four continents, all supported by Rompetrol.
The development of critical thinking and skills among young people in the communities of Prahova
County has been supported this year through the project "Romania Debates." Students from
%OHMRLDQG 3ORLH܈WLRULDUHSDUWLFLSDWLQJLQ LQWHUDFWLYH GHEDWH FRXUVHV, which help them develop
essential skills such as communication, critical thinking, and collaboration. The project creates a
conducive environment for continuous learning and constructive dialogue among young people,
thus contributing to the formation of future responsible leaders.
The company has also been involved, alongside local authorities, in tree-planting initiatives in
9HVW 3DUN LQ 3ORLH܈WL FRQWULEXWLQJ WR WKH LPSURYHPHQW RI DLU TXDOLW\ DQG WKH ZHOO-being of the
community.
Regarding vulnerable youth, Rompetrol Well Services, in partnership with the Humanitarian
Organization "CONCORDIA," supports activities for children in family-type care homes and young
people living in social housing or enrolled in vocational training courses in Prahova County.
Also in 2024 the company became a partner of the Margareta of Romania Royal Foundation in
WKH³*HQHUD܊LL´*HQHUDWLRQVSURJUDPZKLFKSURPRWHVLQWHUJHQHUDWLRQDOHGXFDWLRQ6HQLRUVZKR
wish to lend a helping hand volunteer to support children from disadvantaged families, providing
assistance in after-school activities.
Education is an important pillar for our social responsibility strategy. We collaborated with
universities and high schools with a technical profile from all over the country (e.g. Petrol-Gaze
University in Ploiesti, Lazar Edeleanu Highschool), which supported us in our various educational
investment projects.
2024 marked the 24nd anniversary of our traditional career-ready internship program, where we
have been training future industry professionals for the past 23 years. Trainees enrolled in the
program were given introductory sessions through theoretical modules aimed at helping to better
understand the oil and gas industry, the fundamentals of an upstream activity and its economic
implications, followed by on-site training provided of mentors on the Rompetrol Well Services
platform. The trainees assigned to Rompetrol Well Services received, at the end of the two-month
program, two certifications: one as a graduate of the Rompetrol "Career Ready" program and one
as a graduate of the personal development program, carried out together with partners from the
Leaders Foundation.
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 33 of 35
We actively contribute to the development of the communities in which we operate by using local
suppliers, employing local labor and, at the same time, implementing relevant social responsibility
projects. Our engagement is based on consulting relevant stakeholders so that we can identify
projects with the greatest added value for our communities.
7. Annexes
a) the constitutive documents of the company, if they were modified in the reporting year;
Not applicable.
b) documents of resignation/dismissal, if there were such situations among members of the
management, executive management, censors;
On 26.09.2024, Mr. Batyrzhan Tergeussizov requested to take note of his resignation from the
mandates of President and member of the Board of Directors and member of the Audit
Committee, starting from 01.10.2024 (last day of mandate being 30.09.2024).
c) the list of the commercial company's branches and the subsidiaries;
Rompetrol Well Services S.A. does not have branches nor subsidiaries.
d) list of affiliates of the company
1
Rompetrol Well Services S.A..is part of KMG International Group
2
. KMG International NV is 100%
owned by "JSC National Company KazMunayGas".
The parent companies of Rompetrol Well Services S.A. (shareholders of National Company
³.D]0XQD\*DV´-6&are the national company JSC Sovereign Investment Fund of Kazakhstan
"Samruk-Kazyna" (67.48%), the National Bank of the Republic of Kazakhstan (9.58%) and
Ministry of Finance of the Republic of Kazakhstan (20%) - being companies based in Kazakhstan,
wholly owned by the State of Kazakhstan and listed shareholders (2.94%).
The affiliated parties are indicated below:
1. Companies with the headquarter in Romania
- Oilfield Exploration Business Solutions S.A.
- Rompetrol Downstream S.R.L.
- Rompetrol Rafinare S.A.
- Rompetrol Logistics S.R.L.
- Rominserv S.R.L.
- Rom Oil S.A.
- Global Security Sistem S.A.
- Midia Green Energy S.A.
3
- Rompetrol Petrochemicals S.R.L.
1
At this point are listed all the companies within the KMG International Group
2
Named Rompetrol Group until March 2014
3
Named 8]LQD7HUPRHOHFWULFă0LGLD6$ until December 2022
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 34 of 35
- Rompetrol Quality Control S.R.L.
- Rompetrol Financial Group S.R.L.
- Rompetrol Gas S.R.L.
- Midia Marine Terminal S.R.L.
- KMG Rompetrol S.R.L.
- Byron Shipping S.R.L.
- Rompetrol Energy S.A.
- KMG Rompetrol Development S.R.L.
- Fondul de Investitii in Energie Kazah-Roman S.A.
- KMG Rompetrol Services Center SRL
4
- Rompetrol Renewables S.R.L.
5
2. Companies with the headquarters abroad
- KMG International N.V.
6
- Byron Shipping LTD
- ,QWUHSULQGHUHD0L[Wă³5RPSHWURO0ROGRYD´6$
- Rompetrol Georgia LTD
- Rompetrol France SAS
- Dyneff SAS
- TRG 3HWURO7LFDUHW$QRQLPùLUNHWL
- Rompetrol Bulgaria JSC
- KazMunayGaz Trading A.G.
- DPPLN SAS (Depot Petrolier de Port-la-Nouvelle SAS)
- Dyneff Retail SAS
- Dyneff Espagne SL;
- Dyneff Gas Stations Network SL;
- Dyneff Trading SL;
- EPPLN SAS;
- NATGAS France SAS;
- CPA (Compagnie Parisienne des Asphaltes);
- DP FOS SA;
- SPR SA;
- ANEO SAS;
- Boissonnade Combustibles SAS;
- ³3DXO2UULROV´&RPEXVWLEOHV'H&HUGDJQH6$6;
- ETS Rossignol SAS;
- Plantier SAS;
- Orceyre SAS;
- Aubac SAS;
- TPDT SARL;
- ABC Carburantsallo Beziat Carburants SAS;
- Geraud-Tampier SAS;
- David Recoules SAS;
- Alegri SAS.
- Neel Fraisse SAS
4
Previously named Rompetrol Exploration & Production S.R.L.
5
Named Rompetrol Drilling S.R.L. until 28.10.2022
6
Named The Rompetrol Group N.V. until March 2014
ROMPETROL WELL SERVICES S.A.
ANNUAL REPORT OF THE BOARD OF DIRECTORS for the 2024 financial year
Page 35 of 35
- Travaux Forestiers Zaplotny SAS;
- %RLV(QHUJLHGHV7HUULWRLUHV'¶DXYHUJQH6$6
- France Habitat ENR SAS;
- Global'ethic Delta
Note: there are also established 7 branches and representative offices and joint ventures of the
KMG International Group
CHAIRMAN OF THE BOARD OF DIRECTORS,
Yedil UTEKOV
GENERAL MANAGER,
Georgian Stefan FLOREA
FINANCIAL MANAGER,
Luiza Roxana MOISE
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
1
Appendix no.1
Status of compliance of the BSE Corporate Governance Code
as of December 31
th
, 2024
Corporate Governance Code
Compliance
Not
compliant or
partial
compliant
Reason for the non-compliance
A.1. All companies should have internal regulation of the Board which
includes terms of reference/responsibilities for Board and key management
functions of the company, applying, among others, the General Principles of
Section A.
YES
A.2. Provisions for the management of conflict of interest should be included
in Board regulation. In any event, members of the Board should notify the
Board of any conflicts of interest which have arisen or may arise, and should
refrain from taking part in the discussion (including by not being present
where this does not render the meeting non-quorate) and from voting on the
adoption of a resolution on the issue which gives rise to such conflict of
interest.
YES
A.3. The Board of Directors or the Supervisory Board should have at least
five members.
YES
A.4. The majority of the members of the Board of Directors should be non-
executive. At least one member of the Board of Directors or Supervisory
Board should be independent, in the case of Standard Tier companies. Not
less than two non-executive members of the Board of Directors or
Supervisory Board should be independent, in the case of Premium Tier
Companies. Each member of the Board of Directors or Supervisory Board,
as the case may be, should submit a declaration that he/she is independent at
the moment of his/her nomination for election or re-election as well as when
any change in his/her status arises, by demonstrating the ground on which
he/she is considered independent in character and judgement in practice.
Partial
compliance
The majority of the members of the Board are non-
executive members. Currently there are no
independent directors.
A.5. $ %RDUG PHPEHU¶V RWKHU UHODWLYHO\ SHUPDQHQW SURIHVVLRQDO
commitments and engagements, including executive and nonexecutive
Board positions in companies and not-for-profit institutions, should be
YES
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
2
disclosed to shareholders and to potential investors before appointment and
during his/her mandate.
A.6. Any member of the Board should submit to the Board, information on
any relationship with a shareholder who holds directly or indirectly, shares
representing more than 5% of all voting rights. This obligation concerns any
kind of relationship which may affect the position of the member on issues
decided by the Board.
YES
A.7. The company should appoint a Board secretary responsible for
supporting the work of the Board.
YES
A.8. The corporate governance statement should inform on whether an
evaluation of the Board has taken place under the leadership of the chairman
or the nomination committee and, if it has, summarize key action points and
changes resulting from it. The company should have a policy/guidance
regarding the evaluation of the Board containing the purpose, criteria and
frequency of the evaluation process.
NOT
The company is in process of developing a policy /
JXLGDQFHFRQFHUQLQJWKH%RDUG¶VHYDOXDWLRQ,
including the purpose, criteria and frequency of the
evaluation process.
A.9. The corporate governance statement should contain information on the
number of meetings of the Board and the committees during the past year,
attendance by directors (in person and in absentia) and a report of the Board
and committees on their activities.
YES
A.10. The corporate governance statement should contain information on the
precise number of the independent members of the Board of Directors or of
the Supervisory Board
YES
A.11. The Board of Premium Tier companies should set up a nomination
committee formed of nonexecutives, which will lead the process for Board
appointments and make recommendations to the Board. The majority of the
members of the nomination committee should be independent.
N/A
The company is included in the Standard Category.
B.1. The Board should set up an audit committee, and at least one member
should be an independent non-executive. The majority of members,
including the chairman, should have proven an adequate qualification
relevant to the functions and responsibilities of the committee. At least one
member of the audit committee should have proven and adequate auditing or
accounting experience. In the case of Premium Tier companies, the audit
committee should be composed of at least three members and the majority of
the audit committee should be independent.
YES
B.2. The audit committee should be chaired by an independent nonexecutive
member.
YES
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
3
B.3. Among its responsibilities, the audit committee should undertake an
annual assessment of the system of internal control.
Partial
compliance
See comments presented at B.6.
B.4. The assessment should consider the effectiveness and scope of the
internal audit function, the adequacy of risk management and internal control
UHSRUWVWRWKHDXGLWFRPPLWWHHRIWKH%RDUGPDQDJHPHQW¶VUHVSRQVLYHQHVV
and effectiveness in dealing with identified internal control failings or
weaknesses and their submission of relevant reports to the Board.
Partial
compliance
See comments presented at B.6.
B.5. The audit committee should review conflicts of interests in transactions
of the company and its subsidiaries with related parties.
Partial
compliance
The Regulation of the Audit Committee approved
contains provisions in relation to this obligation.
The Regulation of the Audit Committee will be
revised to include provisions on the evaluation of
conflict of interest in connection with the
&RPSDQ\¶VWUDQVDFWLRQVZLWKWKHDIILOLDWHGSDUWLHV
B.6. The audit committee should evaluate the efficiency of the internal
control system and risk management system.
Partial
compliance
The responsibility to monitor the efficiency of
internal control systems, internal audit and risk
management of the company is stipulated in the
Regulation of the Audit Committee. Audit
Committee evaluates on a continuous bases
components of the internal control system.
B.7. The audit committee should monitor the application of statutory and
generally accepted standards of internal auditing. The audit committee
should receive and evaluate the reports of the internal audit team.
YES
B.8. Whenever the Code mentions reviews or analysis to be exercised by the
Audit Committee, these should be followed by periodical (at least annual),
or ad-hoc reports to be submitted to the Board afterwards.
YES
B.9. No shareholder may be given undue preference over other shareholders
with regard to transactions and agreements made by the company with
shareholders and their related parties.
YES
B.10. The Board should adopt a policy ensuring that any transaction of the
company with any of the companies with which it has close relations, that is
equal to or more than 5% of the net assets of the company (as stated in the
latest financial report), should be approved by the Board following an
obligatory opLQLRQRIWKH%RDUG¶VDXGLWFRPPLWWHHDQGIDLUO\GLVFORVHGWRWKH
shareholders and potential investors, to the extent that such transactions fall
under the category of events subject to disclosure requirements.
Partial
compliance
According to the Articles of Incorporation art. 15
alin. 1 letter k, all transactions that respect the
mentioned criteria are approved by the Board and
are included in current reports according art. 108
Law 24/2017 (R)
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
4
B.11. The internal audits should be carried out by a separate structural
division (internal audit department) within the company or by retaining an
independent third-party entity.
YES
B.12. To ensure the fulfillment of the core functions of the internal audit
department, it should report functionally to the Board via the audit
committee. For administrative purposes and in the scope related to the
obligations of the management to monitor and mitigate risks, it should report
directly to the chief executive officer.
YES
C.1. The company should publish a remuneration policy on its website and
include in its annual report a remuneration statement on the implementation
of this policy during the annual period under review. Any essential change
of the remuneration policy should be published on the corporate website in a
timely fashion.
YES
D.1. The company should have an Investor Relations function - indicated, by
person (s) responsible or an organizational unit, to the general public. In
addition to information required by legal provisions, the company should
include on its corporate website a dedicated Investor Relations section, both
in Romanian and English, with all relevant information of interest for
investors, including:
YES
x D.1.1. Principal corporate regulations: the articles of association,
JHQHUDOVKDUHKROGHUV¶PHHWLQJSURFHGXUHV
YES
x D.1.2. Professional CVs of the members of its governing bodies, a
%RDUG PHPEHU¶V RWKHU SURIHVVLRQDO FRPPLWPHQWV LQFOXGLQJ
executive and nonexecutive Board positions in companies and not-
for-profit institutions;
YES
x D.1.3. Current reports and periodic reports (quarterly, semi-annual
and annual reports) ± at least as provided at item D.8 ± including
current reports with detailed information related to non-compliance
with the present Code
YES
x D.1.4. Information related to general meetings of shareholders: the
agenda and supporting materials; the procedure approved for the
election of Board members; the rationale for the proposal of
candidates for the election to the Board, together with their
SURIHVVLRQDO&9VVKDUHKROGHUV¶TXHVWLRQVUHODWHGWo the agenda and
WKHFRPSDQ\¶VDQVZHUVLQFOXGLQJWKHGHFLVLRQVWDNHQ;
YES
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
5
x D.1.5. Information on corporate events, such as payment of
dividends and other distributions to shareholders, or other events
leading to the acquisition or limitation of rights of a shareholder,
including the deadlines and principles applied to such operations.
Such information should be published within a timeframe that
enables investors to make investment decisions;
YES
x D.1.6. The name and contact data of a person who should be able to
provide knowledgeable information on request;
YES
x D.1.7. Corporate presentations (e.g. IR presentations, quarterly
results presentations, etc.), financial statements (quarterly,
semiannual, annual), auditor reports and annual reports.
YES
D.2. A company should have an annual cash distribution or dividend policy,
proposed by the CEO or the Management Board and adopted by the Board,
as a set of directions the company intends to follow regarding the distribution
of net profit. The annual cash distribution or dividend policy principles
should be published on the corporate website.
YES
D.3. A company should have adopted a policy with respect to forecasts,
whether they are distributed or not. Forecasts means the quantified
conclusions of studies aimed at determining the total impact of a list of
factors related to a future period (so called assumptions): by nature such a
task is based upon a high level of uncertainty, with results sometimes
significantly differing from forecasts initially presented. The policy should
provide for the frequency, period envisaged, and content of forecasts.
Forecasts, if published, may only be part of annual, semi-annual or quarterly
reports. The forecast policy should be published on the corporate website.
NOT The requirement will be implemented.
D.4. The rules of general meetings of shareholders should not restrict the
participation of shareholders in general meetings and the exercising of their
rights. Amendments of the rules should take effect, at the earliest, as of the
next general meeting of shareholders.
YES
D.5. 7KH H[WHUQDODXGLWRUVVKRXOG DWWHQG WKHVKDUHKROGHUV¶PHHWLQJV ZKHQ
their reports are presented there.
YES
D.6. The Board should present to the annual general meeting of shareholders
a brief assessment of the internal controls and significant risk management
system, as well as opinions on issues subject to resolution at the general
meeting.
YES
ROMPETROL WELL SERVICES
StradaClopotei, nr. 2 bis,
Ploiesti, JudetulPrahova,
ROMANIA
phone: +(40) 244 54 43 21
+(40) 244 54 42 65
email:
office.rws@rompetrol.com
www.petros.ro
www.rompetrol.com
6
D.7. Any professional, consultant, expert or financial analyst may participate
LQWKHVKDUHKROGHUV¶PHHWLQJXSRQSULRULQYLWDWLRQIURPWKH&KDLUPDQRIWKH
Board. Accredited journalists may also participate in the general meeting of
shareholders, unless the Chairman of the Board decides otherwise.
YES
D.8. The quarterly and semi-annual financial reports should include
information in both Romanian and English regarding the key drivers
influencing the change in sales, operating profit, net profit and other relevant
financial indicators, both on quarter-on-quarter and year-on-year terms.
YES
D.9. A company should organize at least two meetings /conference calls with
analysts and investors each year. The information presented on these
occasions should be published in the IR section of the company website at
the time of the meetings/conference calls.
Partial
Compliance
The regular reports prepared by the company to
disclose its financial items are complete, highly
transparent and relevant in terms of information
necessary for making investment decisions. The
organization of such events will be established
depending on the requests from investors.
D.10. If a company supports various forms of artistic and cultural expression,
sport activities, educational or scientific activities, and considers the
resulting impact on the innovativeness and competitiveness of the company
part of its business mission and development strategy, it should publish the
policy guiding its activity in this area.
YES
CHAIRMAN OF THE BOARD OF DIRECTORS,
Mr. Yedil Utekov
GENERAL MANAGER,
Mr. Georgian Stefan Florea
FINANCE MANAGER,
Mrs. Luiza Roxana Moise
S.C. Rompetrol Well Services S.A.
# 2 bis Clopotei Street, 100189, Ploiesti, Prahova County, ROMANIA
phone: + (40) 244 544321; fax.: + (40) 244 522913; email: office.rws@rompetrol.com; www.rompetrol.com
Company with Management System Certified by DNV GL Trade Registry No:J1991000110297 IBAN RO34BACX0000000030551310
ISO 9001;2015 ISO 14001;2015 OHSAS 45001;2018 Fiscal Identification No;RO1346607 UNICREDIT BANK - PLOIESTI
AFFIDAVIT
The undersigned, Yedil Utekov, in capacity of Chairman of the Board, Georgian Stefan Florea,
in capacity of General Manager and Roxana Luiza Moise in capacity of Finance Manager, in
consideration of the provision of art. 65 of Law no.24/2017 regarding issuers of financial
instruments an market operations and of the provision republished of Regulation no. 5/2018
regarding on issuers of financial instruments and market operations,hereby declare that, from our
point of view, the annual financial statements on December 31, 2024 prepared in compliance with
the applicable accounting standards offer an accurate and true image of the assets, liabilities,
financial standing, profit and loss account of the Company and, the Report of the Board of
Directors comprise a correct analysis of the Company
s development and performance, as well as
a description of the main risks and uncertainties specific to the performed activity.
Chairman of the Board of Directors,
Yedil Utekov
General Manager
Georgian Stefan Florea
Finance Manager,
Roxana Luiza Moise
ROMPETROL WELL SERVICES SA
STANDALONE FINANCIAL STATEMENTS
Prepared in accordance with
Order of Minister of Public Finance no. 2844/2016
31 December 2024
ROMPETROL WELL SERVICES SA
Stand-alone Financial Statements
Prepared in accordance with
Order of the Minister of Public Finance no. 2844/2016
31 December 2024
Contents Page
Statement of profit or loss and other comprehensive income 3
Statement of the financial position 4
Statement of changes in equity 5 - 6
Statement of cash flow 7
Notes to the standalone financial statements 8 - 56
ROMPETROL WELL SERVICES SA
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHspecified)
Explanatory notes from 1 to 25 are part of these financial statements.
3
PROFIT / (LOSS) BEFORE TAX
11,776,725
13,854,847
Income tax expense
6
(1,539,418)
(2,086,984)
PROFIT / (LOSS) FOR THE YEAR
10,237,307
11,767,863
Earnings per share (Basic and Diluted)
7
0.0368
0.0423
Other comprehensive income that will not be reclassified to profit or
loss in subsequent periods (net of tax):
3,041,382
(244,129)
Actuarial gain / (losses) relating to retirement benefits
(116,213)
(173,572)
Remeasurement of fair value of equity instruments measured at fair value
through other comprehensive income *
3,157,595
(70,557)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR, net of tax
13,278,689
11,523,734
* See further details in Note 1.6.
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in
27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature
Notes
2024
2023
restated
Revenue
74,674,449
72,563,673
Revenues from contracts with customers
2
74,196,791
72,067,998
Rental revenues
2.1
477,658
495,675
Other operating income
3.1
2,349,842
923,838
OPERATING INCOME ± TOTAL
77,024,291
73,487,511
Expenses with consumables
(21,349,833)
(19,654,780)
Power and water expenses
(480,638)
(585,961)
Merchandise expenses
(5,542)
(17,280)
Payroll costs, out of which:
5
(23,634,538)
(21,212,561)
- Salaries
(22,325,139)
(20,295,367)
- Social security contributions
(728,693)
(671,446)
)L[HGDVVHWV¶YDOXHDGMXVWPHQWVRIZKLFK
8,9,10,18
(4,297,366)
(5,921,961)
- Depreciation and amortization
(4,806,037)
(5,921,961)
- Impairment of property, plant and equipment
508,671
-
Allowance for inventories
13
(45,090)
65,803
Allowance for expected credit losses
14
(6,596)
(113,053)
Expenses with third-party services
3.2
(17,571,637)
(14,296,892)
Taxes, duties and similar expenses
(763,325)
(702,188)
Other operating expenses
3.3
(261,161)
(243,960)
OPERATING EXPENSES ± TOTAL
(68,415,726)
(62,682,833)
OPERATING PROFIT / (LOSS)
8,608,565
10,804,678
Interest income
3,760,374
3,839,711
- of which, revenues from related parties
3,746,786
3,825,036
Other financial income
29,419
42,505
FINANCIAL INCOME - TOTAL
4.1
3,789,793
3,882,216
Finance costs
(621,633)
(832,047)
FINANCE COSTS - TOTAL
4.2
(621,633)
(832,047)
FINANCIAL PROFIT / (LOSS)
3,168,160
3,050,169
ROMPETROL WELL SERVICES SA
STATEMENT OF FINANCIAL POSITION
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
Explanatory notes from 1 to 25 are part of these financial statements.
4
Notes
31 December
2024
31 December
2023
1 January 2023
restated
restated
Assets
Non-current assets
Property, Plant & Equipment
8
22,505,869
21,371,048
24,696,706
Right of use assets
18.1
10,143,052
11,746,246
13,313,521
Investment property
9
395,594
414,197
432,799
Intangible assets
10
20,725
59,652
60,619
Equity instruments at FVOCI*
11
20,079,665
16,320,623
16,404,719
Other financial assets
12
10,851,052
6,580,872
2,539,595
Total non-current assets
63,995,957
56,492,638
57,447,959
Current assets
Inventories, net
13
5,479,481
5,442,042
5,951,473
Trade and other receivables
14
13,031,556
18,263,004
16,943,438
Availabilities in cash pooling system
21
47,109,341
50,730,823
46,117,041
Other current assets
15
1,018,381
1,053,746
1,099,439
Collateral cash for guarantee letters
16.1
1,203,143
121,112
1,404,000
Cash and deposits
16
298,005
648,543
491,717
Total current assets
68,139,907
76,259,270
72,007,108
Total assets
132,135,864
132,751,908
129,455,067
Capital and reserves
Capital
Share capital, of which:
28,557,446
28,557,446
28,557,446
Subscribed and paid in share
capital
17.1
27,819,090
27,819,090
27,819,090
Share capital adjustments
17.2
738,356
738,356
738,356
Legal reserves
5,563,818
5,563,818
5,563,818
Other reserves*
33,837,979
30,796,597
31,040,726
Retained earnings
12,854,944
12,854,944
12,854,944
Retained earnings IFRS transition
18,041,378
18,041,378
18,041,378
Current result
10,237,307
11,767,863
2,449,517
Total equity
109,092,873
107,582,047
98,507,829
Long-term liabilities
Employee benefits liabilities
19
1,249,466
1,175,961
1,032,717
Deferred tax liabilities*
6
2,599,476
2,021,346
2,080,248
Lease liabilities
18.2
3,603,822
6,172,638
8,645,653
Other liabilities
73,635
77,748
93,449
Total long-term liabilities
7,526,399
9,447,693
11,852,067
Current liabilities
Trade and other payables
20
12,073,500
12,669,755
16,118,478
Income tax payable
6
874,108
419,415
354,898
Lease liabilities
18.2
2,568,984
2,632,998
2,621,796
Total current liabilities
15,516,592
15,722,168
19,095,172
Total liabilities
23,042,991
25,169,861
30,947,239
Total equity and liabilities
132,135,864
132,751,908
129,455,067
* See further details in Note 1.6
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in
27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature
ROMPETROL WELL SERVICES SA
STATEMENT OF CHANGES IN EQUITY
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
Explanatory notes from 1 to 25 are part of these financial statements.
5
For the year ended as at 31 December 2024
Share
capital
Legal
reserves
Other
reserves
Retained
earnings
Retained earnings
IFRS transition
Current
result
Total
equity
Balance at 1 January 2024 (restated)
28,557,446
5,563,818
30,796,597
12,854,944
18,041,378
11,767,863
107,582,046
Profit for the year
-
-
-
-
-
10,237,307
10,237,307
Other comprehensive income
-
-
3,041,382
-
-
-
3,041,382
Remeasurement of fair value of financial assets measured at fair value
through other comprehensive income (b) *
-
-
3,157,595
-
-
-
3,157,595
Actuarial gain / (losses) relating to retirement benefits (a)
-
-
(116,213)
-
-
-
(116,213)
Total comprehensive income
-
-
3,041,382
-
-
-
3,041,382
Profit distribution
-
-
-
11,767,863
-
(11,767,863)
-
Dividends
-
-
-
(11,767,863)
-
-
(11,767,863)
Balance at 31 December 2024
28,557,446
5,563,818
33,837,979
12,854,944
18,041,378
10,237,307
109,092,873
For the year ended as at 31 December 2023
Share
capital
Legal
reserves
Other
reserves
Retained
earnings
Retained earnings
IFRS transition
Current
result
Total
equity
Balance at 1 January 2023
28,557,446
5,563,818
25,832,165
12,854,944
18,041,378
2,449,517
93,299,268
Adjustment of Remeasurement of fair value of financial assets
measured at fair value through other comprehensive income *
-
-
5,208,982
-
-
-
5,208,982
Balance at 1 January 2023 (restated)
28,557,446
5,563,818
31,040,726
12,854,944
18,041,378
2,449,517
98,507,829
Profit for the year
-
-
-
-
-
11,767,863
11,767,863
Other comprehensive income
-
-
(244,129)
-
-
-
(244,129)
Remeasurement of fair value of financial assets measured at fair value
through other comprehensive income (b) *
-
-
(70,557)
-
-
-
(70,557)
Actuarial gain / (losses) relating to retirement benefits (a)
-
-
(173,572)
-
-
-
(173,572)
Total comprehensive income
-
-
(244,129)
-
-
-
(244,129)
Profit distribution
-
-
-
2,449,517
-
(2,449,517)
-
Dividends
-
-
-
(2,449,517)
-
-
(2,449,517)
Balance at 31 December 2023 (restated)
28,557,446
5,563,818
30,796,597
12,854,944
18,041,378
11,767,863
107,582,046
* See further details in Note 1.6
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in 27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature
ROMPETROL WELL SERVICES SA
STATEMENT OF CHANGES IN EQUITY
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
Explanatory notes from 1 to 25 are part of these financial statements.
6
The legal reserve is in amount of RON 5,563,818 (2023: RON 5,563,818). The company constituted the
legal reserve in accordance with the provisions of the Romanian trading companies law, which requires at
OHDVWRIWKHDQQXDOFRPSDQ\¶s profit before tax to be transferred to legal reserve until the ending
EDODQFHRIWKLVUHVHUYHUHDFKHVRIWKHFRPSDQ\¶VVKDUHFDSLWDO
Other reserves represent reserves constituted on the basis of mandatory legislation, respectively
reserves for elements of other comprehensive income as well as other capital reserves:
a) The decrease in other reserves with the amount of RON 116,213 represents the net impact from
remeasurement gain / (loss) of retirement benefits and other similar liabilities related to the
personnel generated by the changes
in assumptions and measurement technique applied.
b) The subsequent valuation of financial assets at fair value, representing investments in equity
instruments and for which the Company elected to present the gain / (loss) in other elements of
comprehensive income according to IFRS 9 Financial instruments, has determined an increase in
other reserves with RON 3,157,595.
Retained earnings represent reserves constituted through the distribution of prior year profits,
respectively the cover of prior year losses.
Retained Earnings IFRS transition represent the retained earnings constituted on the first adoption of
IAS, less IAS 29, as well as adoption of other mandatory IFRSs.
During the General Ordinary Meeting of the Shareholders from 25 April 2024, it was decided the
distribution of dividends in gross amount of RON 11,767,863.
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in
27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature
ROMPETROL WELL SERVICES SA
STATEMENT OF CASH FLOW
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
Explanatory notes from 1 to 25 are part of these financial statements.
7
Indirect method
Name of item
31 December
2024
31 December
2023
Note
Cash flows from operating activities:
Net profit before tax
11,776,725
13,854,847
Adjustments for:
Depreciation related to tangible assets and investment properties
8, 9
3,170,500
4,222,744
Depreciation related to right of use assets
18.1
1,596,609
1,660,944
Amortization related to intangible assets
10
38,927
38,273
Impairment related to tangible assets and investment properties
8
(508,671)
-
Provisions for post-employment benefits plans and other provisions
19
(143,268)
(63,389)
Provision for inventory
13
45,090
(65,803)
Allowance for trade and other receivables
14
6,596
113,477
Trade receivables and sundry debtors write off
3.3
-
27,337
Earnings from debts write-off (unclaimed dividends)
3.1
(2,129,875)
(787,549)
Interest income
4.1
(3,760,374)
(3,839,711)
Interest expense
4.2
554,057
700,439
Net foreign exchange differences
24,847
66,488
Loss / (gain) from disposal of property, plant and equipment
(59,065)
(135,461)
Operating profit before working capital changes
10,612,099
15,792,636
(Increase) / Decrease of guarantees letters
(5,352,211)
(2,578,389)
(Increase) / Decrease of trade and other receivables
5,259,839
(1,411,259)
(Increase) / Decrease of inventories
(82,529)
575,234
Increase / (Decrease) of trade and other payables
899,015
(1,909,793)
Payments of interest portion of lease liabilities
18.2
(475,419)
(611,509)
Paid income tax
(1,085,905)
(2,034,869)
Net cash flow from operating activities
9,774,889
7,642,051
Cash flows from investing activities:
Purchase of tangible and intangible assets
(3,789,334)
(929,941)
Proceeds from sale of tangible and intangible assets
70,351
149,614
(Increase) / Decrease of cash pooling balance
3,570,481
(4,528,494)
Interest received
3,811,374
3,754,423
Net cash from investing activities
3,662,873
(1,554,398)
Cash flows from financing activities:
Payments of principal portion of lease liabilities
(2,653,610)
(2,628,979)
Proceeds from sale of financial assets
-
100
Dividends paid to equity holders
(11,134,689)
(3,301,948)
Net cash flows from financing activities
(13,788,299)
(5,930,827)
Net (decrease) / increase of cash and cash equivalents
(350,989)
157,077
Net foreign exchange differences
452
(251)
Cash and cash equivalents at the beginning of the financial year
648,543
491,717
Cash and cash equivalents at the end of the financial year
298,005
648,543
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in
27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
8
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES
The financial statements of ROMPETROL WELL SERVICES SA for the financial year ended as at
31 December 2024 are approved according to the resolution of the Board of Directors dated
27 March 2025.
Rompetrol Well Services SA ³WKH&RPSDQ\´LVDVWRFNFRPSDQ\UHJLVWHUHGRffice located in Ploiesti,
Clopotei Street, No. 2 bis, Romania. The Company is registered with the Trade Register under the
number J1991000110297.
It was turned into a joint-stock company named SC PETROS SA based on the Government Decision no.
1213 of November 1990, under the Law 15/1990, and operated under such name until September 2001
when its name was changed into ROMPETROL WELL SERVICES SA.
The Company is part of the KazMunayGas International Group. The annual consolidated financial
statements are prepared at the level of the parent company, KMG International NV, with the head office
located in Strawinskylaan 1571, Tower Ten, 17th Floor, 1077 XX, Amsterdam, The Netherlands.
The ultimate parent of KazMunayGas International is the National Wealth Fund JSC ³6DPUXN-.D]\QD´
an entity based in Kazakhstan.
7KHFRPSDQ\¶Vscope of business mainly consists of: special well operations, rent of special well tools
and devices, other services provision. The Company provides services for both domestic and foreign
markets. Its long history in both the domestic and the foreign oil industry makes it a competitive, reliable
and serious partner for a large range of services:
x Primary and secondary cementing;
x Acidizing and cracking services;
x Sand-Control services (reinforcement and packing);
x Well nitrogen treatment services;
x Well testing services;
x Well lining services;
x Drilling tools and instrumentation rental services.
These annual stand-alone financial statements are public and available on
https://rompetrolwellservices.kmginternational.com/, on Investor Relations section.
1.1. BASIS FOR THE PREPARATION OF THE FINANCIAL STATEMENTS
Starting with 31 December 2012, the financial statements of the Company are prepared in accordance
with the Order no. 1286/2012 of the Ministry of Public Finance, the latest regulation being Order no.
2844/2016 of the Ministry of Public Finance, approving the accounting regulations compliant with the
International Financial Reporting Standards applicable to companies whose securities are admitted to
trading on a regulated market. Such provisions are aligned with the requirements of the IFRS accounting
standards, as issued by the International Accounting Standards Board (IASB), except for the provisions of
IAS 21 - The Effects of Changes in Foreign Exchange Rates regarding the functional currency.
In order to prepare these financial statements, pursuant to the Romanian legal requirements, the
functional currency of the Company is deemed to be the Romanian Leu (RON).
The financial statements of the Company are based on the historical cost principle, except for equity
investments measured as fair value through other comprehensive income. The stand-alone financial
statements are presented in RON and all amounts are rounded up in RON unless otherwise specified.
The financial statements provide comparative information in respect of the previous period. An additional
statement of financial position as at 1 January 2023 is presented in these financial statements due to the
restatement of prior years (see Note 1.6).
The financial statements of the Company are prepared based on the going concern principle.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
9
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
1.2. MATERIAL ACCOUNTING PRINCIPLES, POLICIES AND METHODS
a) The going concern principle
The financial statements of the Company were drawn up based on the principle of continuity of activity.
The management of the company considers that there are no material uncertainties that could raise
significant doubts about this assumption. The management formed a judgment according to which there
is a reasonable expectation that the Company has adequate resources to continue the operational activity
for the foreseeable future and not less than 12 months from the date of approval of financial statements.
The current existing regulations on climate changes does not have a direct impact on the activities of the
Company. However, the Company considered the global requirements to reduce the level of CO2
emissions, and incorporated this requirements in the investments program. Thus, equipment acquired
comply with the latest standards regarding CO2 emissions. The thermal engines used by machines in
daily operations are in accordance with the European legislation regarding emissions.
Despite the constantly changing market conditions, the Company has managed to secure its leading
position in the specific market segment through diversity and flexibility in offering specialized services
tailored for each individual client. It provides a wide range of services for oil and natural gas wells
(cementing, stimulation, well casing operations, etc.). From an operational point of view, during 2024, the
Company carried out a number of 112 primary cementing operations (up 18% on the previous year), 192
secondary cementing operations and 448 stimulation operations (up 15% on the previous year), with a
total number of works in line with the company's forecasts. From a commercial point of view, the
Company participated in all publicly announced tenders in order to ensure the activity for the next period.
It is estimated that during the year 2025 the Company will register a level of sales similar to 2024.
The impact from the change in the macroeconomic environment (i.e. interest rate increase, increased
inflation rate) was considered in the approved business plan which shows a constant level of profitability.
The military conflict between Russia and Ukraine as well as the conflict in Middle East, created the base
for an inherent risk of supply chain disturbances for the Company and a continuous impact on the
European and global economies through financial markets volatility, inflation and exchange rate
depreciation pressure. The Company does not have direct exposure to the impacted areas since its main
operations and its main customers activate only on the local market. However, the impact on the general
economic situation may require revisions of certain assumptions and estimates.
Considering all the above as well as next year cash flow projections based on existing and renewed
commercial contracts, the financial statements of the Company were prepared based on the going
concern principle.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
10
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
b) Foreign Currency Transactions
Transactions in foreign currencies are initially recorded by the Company at their respective functional
currency spot rate at the date the transaction first qualifies for recognition. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the functional currency spot rate of exchange ruling
at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss. Non-
monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined.
The gain or loss resulted from the re-conversion of non-monetary items is treated in line with the
recognition of gain or loss upon the change in fair value (i.e., the exchange rate differences on items
whose fair value gain or loss is recognised in Other elements of global earnings, or the profit or loss are
also recognised in Other elements of global earnings, profit or loss, respectively).
The exchange rates used to translate the balances denominated in foreign currency as at
31 December 2024 were, for RON:
31 December
2024
31 December
2023
1 EUR
4.9741
4.9746
1 USD
4.7768
4.4958
c) Financial instruments
A financial instrument is any contract which produces a financial asset for a company and a financial
OLDELOLW\RUHTXLW\LQVWUXPHQWIRUDQRWKHUHQWLW\7KH&RPSDQ\¶VILQDQFLDODVVHWVLQFOXGHFDVKDQGFDVK
equivalents, trade receivables and other receivables (including loans to related parties) and financial
LQYHVWPHQWV7KH&RPSDQ\¶VILQDQFLDOOLDELOLWLHVLQFOXGHWUDGHOLDELOLWLHVDQGRWKHUOLDELOLWLHV7KH
accounting policies for the recognition and measurement of each item are described in this Note.
Initial and subsequent measurement
Financial assets and liabilities are initially measured at fair value. Transaction costs which are directly
attributable to acquisition or issuance of financial assets and liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added at initial recognition or deducted from the
fair value of respective financial asset or liability, if applicable.
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, fair
value through other comprehensive income (OCI), or fair value through profit or loss.
7KHFODVVLILFDWLRQRIILQDQFLDODVVHWVDWLQLWLDOUHFRJQLWLRQGHSHQGVRQWKHILQDQFLDODVVHW¶VFRQWUDFWXDO
cash flow characteristics and the Company¶VEXVLQHVVPRGHOIRUPDQDJLQJWKHP:LWKWKHH[FHSWLRQRI
trade receivables that do not contain a significant financing component or for which the Company has
applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in
the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Company has applied the practical
expedient are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it
QHHGVWRJLYHULVHWRFDVKIORZVWKDWDUHµVROHO\SD\PHQWVRISULQFLSDODQGLQWHUHVW633,¶RQWKHSULQFLSDO
amount outstanding.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
11
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
7KH&RPSDQ\¶VEXVLQHVVPRGHOIRUPDQDJLQJILQDQFLDODVVHWVUHIHUVWRKRZit manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial assets, or both. The company measures
financial assets at amortized cost, except for fair value of equity instruments in relation to investments in
Rompetrol Rafinare SA and Rompetrol Logistics SRL which are measure at fair value through other
comprehensive income.
Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e.,
the date that the Company commits to purchase or sell the asset.
Financial liabilities are classified as subsequently measured at amortized cost.
For purposes of subsequent measurement, WKHFRPSDQ\¶VVSHFLILFfinancial assets and liabilities are
classified in three categories:
x Financial asset measured at amortized cost (Receivables and loans granted); and
x Trade payables and other liabilities at amortised cost;
x Financial assets measured at fair value through other comprehensive income (Financial assets,
Note 1h).
Receivables and loans
This category is the most relevant to the Company. Receivables and loans are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active market. After initial
measurement, such financial assets are subsequently measured at amortized cost using the effective
interest rate (EIR) method, less impairment. Amortized cost is calculated taking into account any discount
or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization
is included in finance income in the statement of profit or loss. The losses arising from impairment are
recognized in the statement of profit or loss in finance costs for loans and in cost of sales or other
operating expenses for receivables.
Trade payables and other liabilities
Trade payables and other liabilities are subsequently measured at amortized cost, using the effective
interest rate. The effective interest method is a method to calculate the amortized cost of a financial
liability and to allocate interest expenses from the relevant period. The effective interest rate is the rate
that exactly discounts the estimated future cash payments over the expected life of the financial liability
(including all paid or received commissions which are part of the effective interest rate, transaction costs
and other bonuses or discounts) or (if the case) on a shorter period, to the net carrying amount from the
initial recognition.
Derecognition
A financial asset is primarily derecognised when:
x The rights to receive cash flows from the asset have expired;
or
x The Company has transferred its rights to receive cash flows from the asset or has assumed an
obligation to pay the received cash flows in full without material delay to a third party under a
µSDVV-WKURXJK¶DUUDQJHPHQWDQGHLWKHUDWKH&RPSDQ\KDVWUDQVIHUUHGVXEVWDQWLDOO\DOOWKHULVNV
and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all
the risks and rewards of the asset, but has transferred control of the asset.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
12
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
When the Company has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the
asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to
the extent of its continuing involvement. In that case, the Company also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Company has retained.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of
financial position if there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
d) Impairment of financial assets
The Company recognizes an allowance for expected credit losses (ECLs) for debt instruments not held at
fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Company expects to receive, discounted at
an approximation of the original effective interest rate.
ECLs are recognised in three stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default
events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for
which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the
default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified approach in calculating
ECLs. Therefore, the Company does not track changes in credit risk, but instead recognizes a loss
allowance based on lifetime ECLs at each reporting date. The Company has established a provision
matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to
the debtors and the economic environment.
The Company considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Company may also consider a financial asset to be in default when
internal or external information indicates that the Company is unlikely to receive the outstanding
contractual amounts in full before taking into account any credit enhancements held by the Company. A
financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
e) Property, plant and equipment
Property, plant and equipment are stated at cost less cumulative depreciation and, if the case, less loss
from impairment, in the financial statements of the Company.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
13
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
The initial cost of property, plant and equipment comprises its purchase price, including import duties and
non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working
condition and location for its intended use. Expenditures incurred after the assets have been put to
operation, such as repairs and maintenance are charged to the profit and loss statement in the period in
which the costs are incurred. In cases where it can be proved that expenses have increased the future
economic benefits obtained from the use of intangible assets besides the standard evaluation of its
performance, the expenditure is capitalized as additional costs of the property, plant and equipment.
Construction in progress represents plant and properties under construction and is stated at cost, less
any impairment loss. This includes the cost of construction and other direct costs. Depreciation of these
and other assets is registered starting with the date when they are ready to be used for the activity they
are intended for.
Depreciation for property, plant and equipment except land and construction in progress is computed
using the straight-line method over the following estimated useful lives:
Years
Buildings and other constructions
5 - 60
Machinery and other equipment
3 - 27
Vehicles
3 - 15
The useful life and methods of depreciation of tangible assets are revised at each financial year end and
adjusted prospectively if the case.
When assets are sold or disposed of, their cost and related accumulated depreciation are removed and
any income or loss resulting from their output is included in the profit or loss account.
f) Investment property
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are disclosed at their historical cost less the provisions for depreciation
and impairment. Depreciation of investment properties is computed using straight-line method through
their useful life of between 35 and 40 years.
For the purpose of disclosure of fair values are consequently assessed by an accredited external,
independent valuator, by applying a valuation model recommended by the International Valuation
Standards Committee. The revaluation is performed at least every 3 years. For more details, please refer
to Note 9.
Investment properties are derecognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
The difference between the net disposal proceeds and the carrying amount of the asset is recognised in
the income statement in the period of derecognition.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
14
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
g) Intangible assets
Intangible assets are measured initially at cost. Intangible assets are recognized if it is probable that the
future economic benefits attributable to the asset will flow to the enterprise and the cost of the asset can
be measured reliably. After the initial recognition, intangible assets are measured at cost less the
accumulated amortization and any accumulated impairment losses. Intangible assets are amortized on a
straight-line basis over the best estimate of their useful lives:
x Intangible assets consist mainly of software and licenses and are amortized on a straight-line basis
over 3 to 5 years;
x The carrying amount of each intangible asset is reviewed annually and adjusted for impairment
where it is considered necessary. External and internal costs specifically associated with the
maintenance of already existing computer software programmers are expensed as incurred.
h) Equity instruments at FVOCI
Equity instruments at FVOCI represent strategic long term investments and are recorded at fair value
through other comprehensive income.
Dividends received from entities in which the Company has shares are recognized in profit and loss
account of the year when the right of the Company to collect dividends is established and it is probable
that they will be collected.
The changes in fair value are recognized in other elements of the comprehensive income until the
investment is derecognized or depreciated, moment when the cumulative gain or losses are reclassified
from other comprehensive income in the retained earnings account for the respective period.
Fair value is the price received from selling an asset or the price paid to transfer a liability in a normal
transaction between market participants, at the date of the valuation.
Valuation at fair value implies that the asset is exchanged in a normal transaction for the sale of the asset
or transfer of the debt, between market participants, at the valuation date, under current market
conditions. In a valuation at fair value it is assumed that the transaction of sale of the asset takes place
either:
- on the main market of the asset, or
- in the absence of a main market, on the market most advantageous for the asset.
The valuation at fair value of an asset is based on the assumption that market participants would use
when determining the value of the asset, assuming that market participants act to obtain maximum
economic benefit.
The Company uses valuation techniques appropriate to the circumstances and for which there are
available sufficient data for fair value valuation, using to the maximum the relevant observable input data
and minimizing the unobservable input data used.
The financial assets that are the object of valuation at fair value are classified within the fair value
hierarchy, based on the input data, which is the necessary basis for selecting and using the necessary
approach for its reliable determination. The data entry hierarchy consists of three levels:
(i) Level 1 - prices quotations (unadjusted) on active markets for identical assets and liabilities, to
which the entity has access to at the valuation date;
(ii) Level 2 - entry data, other than the price quotations included in level one, which are observed for
assets or liabilities, either directly or indirectly;
(iii) Level 3 - non-observable entry data for assets or liabilities.
Additional details on structure of financial assets, classified according to IFRS 9 in financial assets valued
at fair value through other comprehensive income, are presented in Note 11.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
15
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
i) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets to
determine whether there is any indication that those assets have undergone an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an
individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the
respective asset belongs.
The recoverable amount is the higher of fair value less costs to sell and value in use. In order to
determine the recoverable amount of property, plant and equipment, the Company uses value in use, this
being assessed based on estimated future cash flows that are discounted to their present value using a
pre-tax discount rate. The discount rate reflects current market assessments of time value of money and
risks specific to the asset for which the estimates of future cash flows have not been adjusted already.
The current existing legislation on climate changes does not have a direct impact on the activities of the
Company. However, the Company considered the global requirements to reduce the level of CO2
emissions, and incorporate these requirements in the investments programs. Thus, equipment acquired
comply with the latest standards regarding CO2 emissions. The thermal engines used by machines in
daily operations are in accordance with the European legislation regarding emissions.
The company bases its impairment computation on detailed budgets and forecast calculations which
cover a period of 7 years considering the average remaining useful life of specialized assets used by the
Company. A long-term growth rate is calculated and applied to the future cash flows determined based on
WKHFRPSDQ\¶VEXGJHWVDQGIRUHFDVWV
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the assets (or cash-generating unit) is reduced to its recoverable amount.
Impairment losses are recognized as an expense immediately, unless the relevant asset is stated at its
revalued amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss is reversed, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount
does not exceed the carrying amount that would have been determined if no impairment loss had been
recognized for the asset (cash-generating unit) in prior years.
j) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the
Company expects a provision to be reimbursed partially or totally, the reimbursement is recognized as a
separate asset, but only when the reimbursement is certain. The expense related to any provision is
presented in the profit and loss statement net of any reimbursement. If the effect of the time value of
money is material, the provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due
to the passage of time is recognized as interest cost.
Provisions are not recognized for future operating losses.
3URYLVLRQVDUHPHDVXUHGDWWKHSUHVHQWYDOXHRIPDQDJHPHQW¶VEHVWHVWLPDWHRIWKHH[SHQGLWXUHUHTXLUHG
to settle the present obligation at the reporting date. The discount rate used to determine the present
value reflects current market assessments of the time value of money and the risks specific to the liability.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
16
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
k) Leases
The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
Company as a lessee
The Company applies a single recognition and measurement approach for all leases, except for short-
term leases and leases of low-value assets. The Company recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and
lease payments made at or before the commencement date less any lease incentives received. Right-of-
use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets, as follows:
ۀ Machinery 10 years
ۀ Other equipment 3 ± 5 years
ii) Lease liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include fixed
payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value
guarantees. The lease payments also include the exercise price of a purchase option reasonably certain
to be exercised by the Company and payments of penalties for terminating the lease, if the lease term
reflects the Company exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless
they are incurred to produce inventories) in the period in which the event or condition that triggers the
payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at
the lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets
The Company applies the short-term lease recognition exemption to its short-term leases of machinery
and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement
date and do not contain a purchase option).. Lease payments on short-term leases are recognised as
expense on a straight-line basis over the lease term.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
17
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
Company as lessor
Leases in which the Company does not transfer substantially all the risks and rewards incidental to
ownership of an asset are classified as operating leases. Rental income arising is accounted for on a
straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to
its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same basis as
rental income. Contingent rents are recognised as revenue in the period in which they are earned.
l) Inventories
Inventories are valued at the lower of cost and net realizable value. Net realizable value is the estimated
selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale. Cost comprises the acquisition cost and other costs that have been
incurred in bringing the inventories to their present location and condition and is determined by weighted
average method for all the inventories.
m) Cash and cash equivalents
Cash includes petty cash, cash at banks and cheques in course of being cashed. Cash equivalents are
short-term, highly liquid investments that are readily convertible to known amounts of cash in less than
three months to maturity from the date of acquisition and that are subject to an insignificant risk of
devaluation.
n) Revenue from contracts with customers
Revenue is recognised at the level of consideration to which the Company expects to be entitled in
exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third
parties. The revenue is recognised when the Company satisfies a performance obligation by transferring
a promised good or service (i.e. an asset) to a customer. An asset is transferred when the customer
obtains control of that asset. The Company assesses its revenue arrangements against specific criteria in
order to determine if it is acting as principal or agent. The Company has concluded that it is the principal
in its revenue arrangements because it typically controls the goods or services before transferring them to
the customer.
7KH&RPSDQ\¶VEXVLQHVVPRGHOHVWDEOLVKWKHLGHQWLILFDWLRQRIperformance obligations as the written
requests of clients, which represent the commitment to purchase goods or services, based on the
framework contract.
The Company has framework agreements concluded with customers, services provided/merchandise
sold being made based on purchase order. The Company has assessed, by type of contract, the goods
and/or services promised in each type of contract and has identified the following contracts as separate
performance obligations (POs):
x contracts for well services: specific well operation to a specific defined well.
x Other segments: rental (distinct space and vehicle), ITP services (specific vehicle verification) and
other merchandise (distinct goods).
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
18
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
The transaction price is the client's promise to pay in cash a fixed amount of the consideration. The
company analyzed the transaction price and concluded that it did not include a significant financing
component or a variable component.
The company has determined for each performance obligation identified at the beginning of the contract
whether it will be fulfilled over time or at a specific time. The company collects commercial receivables
within 30 - 90 days..
In case of contracts for well services, the performance obligation is fulfilled when the job ticket is
DSSURYHGE\WKHFXVWRPHU¶VUHSUHVHQWDWLYHWKLVEHLQJWKHPRPHQWRIWKHwell work finalization.
In case of contracts concluded for other revenue segments (i.e. space rental, ITP services), performance
obligation is fulfilled when the service is provided.
o) Retirement benefit costs
Payments made to state - managed retirement benefit schemes are dealt with as defined contribution
plans where the Company pays fixed contributions into the state-managed fund and has no legal or
constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay all
employee benefits relating to employee service in the current and prior period. The contributions are
charged as an expense in the same period when the employee service was rendered.
Under the provisions of the collective labor agreement, employees are entitled to specified retirement
benefits, payable on retirement, if they are employed with the Company at the date of their retirement.
These amounts are estimated as of the reporting date and the measurement process applied is subject to
uncertainty. The retirement benefit is determined through a measurement technique applied judgments
and estimates such as applicable benefits provided in the agreement, the Company headcount and
specific actuarial estimates such as discount rate, price inflation and key demographic figures like
mortality rates (Note 19).
The defined benefit liability as of reporting date comprises the estimated present value of the defined
benefit obligation and while the related current year service cost recorded in the profit and loss statement.
All actuarial gains and losses are fully recognized in other comprehensive income in the period in which
they occur. Actuarial gains and losses recognized in other comprehensive income are presented in the
statement of comprehensive income.
The Company has no other liabilities with respect to future pension benefits, health and other costs for its
employees.
p) Taxes
- Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute
the amount are those that are enacted or substantively enacted, by the reporting date, in the countries
where the Company operates and generates taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the
profit and loss statement. Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes
provisions where appropriate.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
19
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
- Deferred tax
Deferred tax is recorded using the liability method on temporary differences at the reporting date between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
ۀ Where the deferred tax liability arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.
ۀ The deductible temporary differences associated with investments in subsidiaries and related
parties and interests in joint ventures when the reversal of such temporary differences can be
controlled and likely not to be reversed in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused
losses and tax credits, to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses
can be utilized except:
ۀ Where the deferred tax asset arises from the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither
the accounting profit nor taxable profit or loss.
ۀ In case of deductible temporary differences associated with investments in subsidiaries and
related parties and interests in joint ventures, the deferred tax asset is recognised only when the
temporary differences are likely to be reversed in a foreseeable future and when there can be a
taxable profit for which temporary differences may be used.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced
consequently to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed
at each reporting date and are recognized to the extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted until the end of the reporting period.
Deferred tax relating to items recognized outside the profit and loss statement is recognized outside the
profit or loss account. Deferred tax items are recognized depending on the nature of the underlying
transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable
entity and are collected by the same tax authority.
- Value added tax related to revenue
Revenues, expenses and assets are recognized net of the amount of sales tax except:
ۀ Where the sales tax incurred on a purchase of assets or services is not recoverable from the tax
authority, in which case the sales tax is recognized as part of the acquisition cost of the asset or as
part of the expense item as the case may be.
ۀ Receivables and payables whose taxes are included in their amount.
The net amount of value added tax recoverable from, or payable to, the tax authority is included in the
receivables or payables in the balance sheet.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
20
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
q) Dividends
Dividends are recorded in the year in which they are approved by the shareholders.
r) Contingent assets and liabilities
Contingent liabilities are not recognized in the financial statements. They are however disclosed unless
the possibility of an outflow of resources embodying economic benefits is remote.
Contingent assets are not recognized in the financial statements but disclosed when an inflow of
economic benefits is probable.
1.3. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
7KHSUHSDUDWLRQRIWKH&RPSDQ\¶VVWDQG-alone financial statements requires the management to make
judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets
and liabilities, and the disclosure of contingent liabilities, at the balance sheet date. The estimates and
associated assumptions rely on the historical experience and other factors that are considered to be
relevant. However, uncertainty about these assumptions and estimates could result in outcomes that
require an adjustment to the carrying amount of the assets or liabilities in the future periods.
The estimates and assumptions that accounting judgements rely on are subject to constant review.
Revisions to accounting estimates are recognized in the period in which the estimate is revised if such
revision only affects that period or in the period of the revision and future periods if such revision affects
both current and future periods.
The matters presented below are considered to be paramount in understanding the judgments that are
involved in preparing these statements and the uncertainties that could impact the amounts reported in
the results of operations, financial position and cash flows.
(i) Carrying value of trade receivables
The Company use the simplified approach in calculating the expected credit losses for trade receivables
as these do not contain a significant financing component. The Company has applied the practical
expedient to calculate expected credit losses using a provision matrix that is based on its historical credit
loss experience, adjusted for forward-looking factors specific to the debtors and the economic
environment. The Company assesses the requirement for an allowance for impairment in trade and other
receivables when contractual payments are 90 days past due. However, in certain cases, the Company
may also consider a financial asset to be in default when internal or external information indicates that the
Company is unlikely to receive the outstanding contractual amounts in full before taking into account any
credit enhancements held by the Company.
(ii) Impairment of property, plant & equipment and investment properties
The Company analyses at each reporting date if there are indicators of impairment of tangible assets
(including right of use of assets) and investment properties. If any indication exists, or when annual
impairment testing for assets is required, the Company estimates the assets recoverable amount.
In the
current year, local industry of oilfield services has recorded a slight resumption, with a different mix of
services required (i.e. higher level of primary cementing as well as higher level of stimulation activities).
7KLVDVSHFWKDGDVLJQLILFDQWSRVLWLYHHIIHFWRQWKH&RPSDQ\¶VUHVXOWVUHFRUGHGHowever, the upstream
segment continued to present a relatively low level of investment and work levels from customers in the
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few years, the volatility of the crude oil price, current macroeconomic and geopolitical context and market
environment (which have an impact on evolution of interest rates, payroll costs, general increase of prices
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
21
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
HWFWKDWKDYHOHGWRXQFHUWDLQWLHVLQWKHPDUNHW7KHVHDVSHFWVPLJKWLPSDFWWKH&RPSDQ\¶V
performance and therefore impairment indicators were identified by Management for 31 December 2024
and an impairment assessment was performed. Assets are analyzed each time when events or changes
in market or industry indicates the fact that the accounting value of these assets may not be recoverable.
If for these assets allowances for impairment are necessary, the accounting value for these assets is
adjusted to the recoverable amount, which is determined as the highest between fair value less cost to
sale and the value in use (based on discounted future cash flows). The allowances for impairment are
reversed only in the case when the events or circumstances that determined the initial impairment have
FKDQJHG7KHGLVFRXQWHGFDVKIORZVDUHGHWHUPLQHGEDVHGRQ&RPSDQ\¶VPDQDJHPHQWHVWLPDWLRQDV
regards to contracts and future projects concluded at the date of evaluation or estimated to be contracted
in the future, closely linked to market conditions. Other factors that might lead to changes in estimations
could include restructuring plans or changes in legislation.
The recoverable amount is sensitive to the discount rate applied to discounted cash flows, as well as to
the inputs of cash flows and the growth rate estimated for the analyzed period.
The current existing legislation on climate changes does not have a direct impact on the activities of the
Company. However, the Company considered the global requirements to reduce the level of CO2
emissions, and incorporate these requirements in the investments programs. Thus, equipment acquired
comply with the latest standards regarding CO2 emissions. The thermal engines used by machines in
daily operations are in accordance with the European legislation regarding emissions.
At the end of financial year 2024, the Company has performed the impairment test for all its tangible
assets (including right of use of assets) using the discounted cash flow method. The discounted cash flow
method assumes the value of cash-generating units by estimating the present value of the future
expected earnings arising from the use of the cash generating unit, using a discount rate. Estimated cash
flows were determined taking into account the company¶V projections regarding the operating profits for
the next seven years, discounted with an estimated economic growth rate of the industry in which the
company operates.
The recoverable amount of the CGU was determined based on the value in use (VIU) calculation using
the cash flow projections from the approved business plan. Business Plan take into account only the
turnover expected to be generated from agreements already signed with main customers for cementing
and acidizing services. Revenues expected to be generated by new services to be provided were not
FRQVLGHUHGJLYHQ0DQDJHPHQW¶VFRQVHUYDWLYHDSSURDFKZKHQSUHSDULQJWKHEXGJHWVIRUWKHQH[WSHULRG
This is also linked to the inherent risk generated by the timing of receiving work orders from customers.
As a result of the analysis, Management did not identify anymore the necessity of an impairment for the
CGU and therefore reversed the existing impairment, already recorded in prior periods, of RON 508,671.
The results of the test performed this year confirmed the trend recorded also in previous year, leading to
the conclusion that estimated value in use (VIU) is reasonably higher that the net book value of the assets
- recoverable amount determined as VIU was higher than carrying amount on a consistent basis, while
actual results stabilized matching budgeted level, after a difficult period subsequent COVID-19 pandemic.
Significant estimates applied to the determination of the value in use by the Company are:
- Operating profit margin;
- Discount rate.
The estimated operating profit margin is presented below:
2025
2026
2027
2028
2029
2030
2031
Operating
profit
margin*
6.08%
7.79%
7.64%
7.85%
6.14%
6.25%
6.48%
* as included in the impairment test
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
22
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
Operating profit margins are estimated based on the average historical operational results recorded for
2024IXUWKHUUHYLVHGWRUHIOHFWWKHFXUUHQWDSSHWLWHIRU&$3(;LQYHVWPHQWVRIWKH&RPSDQ\¶VPDLQ
customers.
The discount rate applied in the model was 10.76% (2023: 11.22%) and reflects the current assessment
of the market risk for Company. The discount rate was estimated based on weighted average cost of
capital for the industry. This rate was corrected in order to reflect the market assessment of certain
industry risks for which future cash flows were not adjusted.
Sensitivity of estimates
The recoverable amount determined based on value in use would equal the carrying amount of the
property, plant and equipment and right of use of assets if operating profits would decrease by 11.09%
obtaining the following operating profit margin.
2025
2026
2027
2028
2029
2030
2031
Operating profit
margin*
5.40%
6.92%
6.79%
6.98%
5.46%
5.56%
5.76%
* as per sensitivity analysis assuming no changes in budgeted revenues
The break-even point for the current model is obtained by increasing the discount rate from 10.76% to
13.17%.
(iii) Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the statement of financial
position cannot be measured based on quoted prices in active markets, their fair value is measured using
valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are
taken from observable markets where possible, but where this is not feasible, a degree of judgement is
required in establishing fair values.
Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in
assumptions relating to these factors could affect the reported fair value of financial instruments.
The fair values of the non-listed equity investments have been estimated using an adjusted net assets
model which includes assessing the fair value of tangible, intangible and financial assets. For real estate,
the value of the property (land and buildings) was estimated using the income approach, namely the yield
capitalization method. For the allocation of the property value to buildings and land, the land was valued
using the market approach, the direct comparison method, while the market value of the buildings was
estimated using the cost approach. In case of financial assets, fair value
was estimated based on a
discounted cash-flow model.
The valuation requires management to make certain assumptions about the model inputs, including
business plans and forecast cash flows of the investees approved by the KMGI Group, the discount rate,
credit risk and volatility. The probabilities of the various estimates within the range can be reasonably
DVVHVVHGDQGDUHXVHGLQPDQDJHPHQW¶VHVWLPDWHRIIDLUYDOXHIRUWKHVHQRQ-listed equity investments.
Valuation techniques used to measure fair value shall be applied consistently. However, a change in a
valuation technique or its application (e.g. a change in its weighting when multiple valuation techniques
are used or a change in an adjustment applied to a valuation technique) is appropriate if the change
results in a measurement that is equally or more representative of fair value in the circumstances. That
might be the case if, for example, any of the following events take place:
(a) new markets develop;
(b) new information becomes available;
(c) information previously used is no longer available;
(d) valuation techniques improve; or
(e) market conditions change.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
23
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
The Company has participations below 10% in Rompetrol Rafinare S.A. (a listed entity) and Rompetrol
Logistics S.R.L. (a non-listed entity), as presented in Note 11. Both investments are measured at fair
value through other comprehensive income.
The fair value of the investment in Rompetrol Rafinare SA is classified as Level 1, while the investment in
Rompetrol Logistics SRL is classified as Level 3.
The fair value of the investment in Rompetrol Rafinare SA was determined based on price quotation
available on Bucharest Stock Exchange at the reporting date.
The Company has a minority participation of 6.98% in Rompetrol Logistics, a dormant entity part of KMG
International NV Group. 'XULQJWKH&RPSDQ\¶V0DQDJHPHQWGHFLGHGWRFKDQJHWKHYDOXDWLRQ
technique used to assess the fair value of Rompetrol Logistic from discounted cash flows to net assets, to
align to the valuation method of investments that is used by the other companies of the KMGI Group that
the Company is part of and such changes has a prospective effect.
The main steps in the adjusted net assets approach are:
(VWLPDWLQJWKHPDUNHWYDOXHIDLUYDOXHRIWKHDVVHWVDQGOLDELOLWLHVRIWKHFRPSDQ\XQGHUDQDO\VLVXVLQJ
appropriate valuation approaches and methods.
$GGLQJWKHYDOXHVRIWKHFRPSRQHQWDVVHWVWRJHWKHUDQGGHGXFWLQJWKHliabilities to obtain the value of
the company's equity.
Further, Rompetrol Logistics is the sole shareholder of Rompetrol Gas, the LPG distribution company of
the KMG International NV Group. Rompetrol Gas is a profitable company and according to the forecasted
figures for the next five years will continue to be profitable and the fair value was determined using Equity
value.
The fair value of the investment in Rompetrol Logistics is based on the valuations performed by an
independent accredited valuer who has experience in valuations for similar properties.
The fair value assessment of the investment in Rompetrol Logistics and further in Rompetrol Gas has
also been determined based on financial budgets approved by senior management of KMGI Group
covering a five-year periodCash flows beyond the 5-year period are extrapolated using a 0.7% growth
rate (2023: 0.4%) that is the same as the long-term average growth rate for the industry. The
capitalization rate used for residual values is 10.5% (2023: 11.2%). . The discount rate applied to cash
flow projections for Rompetrol Gas is 11.2% (2023: 11.6%).
Minority discount of 12.1% and lack of marketability discount of 15.5% were applied to the fair value.
&RQVLGHULQJWKDW5RPSHWURO/RJLVWLFVLVDGRUPDQWFRPSDQ\IDLUYDOXHDVVHVVPHQWRIWKH&RPSDQ\¶V
investment is mainly influenced by the operational performance of Rompetrol Gas, that requires the use
of estimates and assumptions such as discount rates, gross margin and operating costs.
The key assumptions used to determine the fair value of the investment are:
x Discount rates;
x Gross margin considered for Rompetrol Gas;
x Operating expense considered for Rompetrol Gas.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
24
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
The fair values of the non-listed equity investments have been estimated using an adjusted net assets
model. The valuation requires management to make certain assumptions about the model inputs,
including forecast cash flows, the discount rate, credit risk and volatility. The probabilities of the various
HVWLPDWHVZLWKLQWKHUDQJHFDQEHUHDVRQDEO\DVVHVVHGDQGDUHXVHGLQPDQDJHPHQW¶VHVWLPDWHRIIDLU
value for these non-listed equity investments.
Non-listed equity
investment
Valuation
technique
Significant
unobservable
inputs
Range (weighted
average)
Sensitivity of the input to fair value
Rompetrol Logistics
Adjusted
Net Assets
method
Discount for
lack of
marketability
15.5% (2023: 20%)
5% increase (decrease) in the marketability
discounts would result in a decrease
(increase) in fair value by RON 1,323
thousand
Rompetrol Logistics
Adjusted
Net Assets
method
Minority interest
discount rate
12.1% (2023: 15%)
5% increase (decrease) in the minority interest
discount would result in a decrease (increase)
in fair value by RON 1,323 thousand
Rompetrol Gas
DCF method
Discount rate
11.2%
(2023:11.6%)
1% increase (decrease) in the WACC would
result in a decrease (increase) in fair value by
RON 421 thousand - decrease and
respectively RON 508 thousand ± increase
Rompetrol Gas
DCF method
Gross margin
n/a.
3% increase (decrease) in the Gross margin
would result in an increase (decrease) in fair
value by RON 1,557 thousand
Rompetrol Gas
DCF method
Operating
expenses
n/a.
5% increase (decrease) in the Operating
Expenses would result in a decrease
(increase) in fair value by RON 1,230
thousand
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
25
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
1.4 CHANGES IN ACCOUNTING POLICY AND DISCLOSURES
The accounting policies adopted are consistent with those of the previous financial year except for the
following IFRS and amendments to IFRS which have been adopted by the Company as of 1 January
2024:
x IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-
current (Amendments),
x IFRS 16 Leases: Lease Liability in a Sale and Leaseback (Amendments),
x IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures - Supplier
Finance Arrangements (Amendments).
The newly adopted IFRS and amendments to IFRS did not have a material impact on the &RPSDQ\¶V
accounting policies and on the financial statements.
IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-
current (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024, and
are applied retrospectively. The objective of the amendments is to clarify the principles in IAS 1 for the
classification of liabilities as either current or non-current. The amendments clarify the meaning of a right
to defer settlement, the requirement for this right to exist at the end of the reporting period, that
management intent does not affect current or non-current classification, that options by the counterparty
WKDWFRXOGUHVXOWLQVHWWOHPHQWE\WKHWUDQVIHURIWKHHQWLW\¶VRZQHTXLW\LQVWUXPHQWVGRQRWDIIHFWFXUUHQWRU
non-current classification. Also, the amendments specify that only covenants with which an entity must
comply on or before the repRUWLQJGDWHZLOODIIHFWDOLDELOLW\¶VFODVVLILFDWLRQ$GGLWLRQDOGLVFORVXUHVDUHDOVR
required for non-current liabilities arising from loan arrangements that are subject to covenants to be
complied within twelve months after the reporting period. Management has assessed and concluded that
the updates included in this standard does not impact the financial statements of the Company.
IFRS 16 Leases: Lease Liability in a Sale and Leaseback (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The
amendments are intended to improve the requirements that a seller-lessee uses in measuring the lease
liability arising in a sale and leaseback transaction in IFRS 16, while it does not change the accounting for
leases unrelated to sale and leaseback transactions. Under the amendments, the seller-lessee
GHWHUPLQHVµOHDVHSD\PHQWV¶RUµUHYLVHGOHDVHSD\PHQWV¶LQVXFKDZD\WKDWWKHVHOOHU-lessee would not
recognise any amount of the gain or loss that relates to the right of use it retains. Applying these
requirements does not prevent the seller-lessee from recognising, in profit or loss, any gain or loss
relating to the partial or full termination of a lease. The amendments apply retrospectively to sale and
leaseback transactions entered into after the date of initial application, being the beginning of the annual
reporting period in which an entity first applied IFRS 16. Management has assessed and concluded that
the updates included in this standard does not impact the financial statements of the Company.
IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosures - Supplier
Finance Arrangements (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2024. The
amendments supplement requirements already in IFRS and require an entity to disclose the terms and
conditions of supplier finance arrangements. Additionally, entities are required to disclose at the
beginning and end of reporting period the carrying amounts of supplier finance arrangement financial
liabilities and the line items in which those liabilities are presented as well as the carrying amounts of
financial liabilities and line items, for which the finance providers have already settled the corresponding
trade payables. Entities should also disclose the type and effect of non-cash changes in the carrying
amounts of supplier finance arrangement financial liabilities, which prevent the carrying amounts of the
financial liabilities from being comparable. Furthermore, the amendments require an entity to disclose at
the beginning and end of the reporting period the range of payment due dates for financial liabilities owed
to the finance providers and for comparable trade payables that are not part of those arrangements.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
26
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
Management has assessed and concluded that the updates included in this standard does not impact the
financial statements of the Company.
1.5 STANDARDS ISSUED BUT NOT YET EFFECTIVE AND NOT EARLY ADOPTED
The Company has not early adopted any of the following standard, interpretation or amendment that have
been issued but are not yet effective. In addition, the Company is in the process of assessing the impact
of all standards, interpretations and amendments issued but not yet effective, on the financial statements.
IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability
(Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with
earlier application permitted. The amendments specify how an entity should assess whether a currency
is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. A
currency is considered to be exchangeable into another currency when an entity is able to obtain the
other currency within a time frame that allows for a normal administrative delay and through a market or
exchange mechanism in which an exchange transaction would create enforceable rights and
obligations. If a currency is not exchangeable into another currency, an entity is required to estimate the
VSRWH[FKDQJHUDWHDWWKHPHDVXUHPHQWGDWH$QHQWLW\¶VREMHFWLve in estimating the spot exchange rate
is to reflect the rate at which an orderly exchange transaction would take place at the measurement date
between market participants under prevailing economic conditions. The amendments note that an entity
can use an observable exchange rate without adjustment or another estimation technique. The
amendments are not yet effective, but they have been endorsed by the European Union.
x IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and
Measurement of Financial Instruments (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2026.
Early adoption of amendments related to the classification of financial assets and the related
disclosures is permitted, with the option to apply the other amendments at a later date. The
DPHQGPHQWVFODULI\WKDWDILQDQFLDOOLDELOLW\LVGHUHFRJQLVHGRQWKHµVHWWOHPHQWGDWH¶ZKHQWKH
obligation is discharged, cancelled, expired, or otherwise qualifies for derecognition. They introduce an
accounting policy option to derecognise liabilities settled via electronic payment systems before the
settlement date, subject to specific conditions. They also provide guidance on assessing the
contractual cash flow characteristics of financial assets with environmental, social, and governance
(ESG)-linked features or other similar contingent features. Additionally, they clarify the treatment of
non-recourse assets and contractually linked instruments and require additional disclosures under
IFRS 7 for financial assets and liabilities with contingent event references (including ESG-linked) and
equity instruments classified at fair value through other comprehensive income. The amendments
have not yet been endorsed by the EU.
x IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Contracts
Referencing Nature-dependent Electricity (Amendments)
The amendments are effective for annual reporting periods beginning on or after January 1, 2026, with
earlier application permitted. The amendments include clarifying the application of the 'own-use'
requirements, permitting hedge accounting if contracts in scope of the amendments are used as
hedging instruments, and introduce new disclosure requirements to enable investors to understand the
impact of these contracts on a company's financial performance and cash flows. The clarifications
regarding the 'own-use' requirements must be applied retrospectively, but the guidance permitting
hedge accounting have to be applied prospectively to new hedging relationships designated on or after
the date of initial application. The amendments have not yet been endorsed by the EU.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
27
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
x IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 introduces new requirements on presentation within the statement of profit or loss. It requires
an entity to classify all income and expenses within its statement of profit or loss into one of the five
categories: operating; investing; financing; income taxes; and discontinued operations. These
FDWHJRULHVDUHFRPSOHPHQWHGE\WKHUHTXLUHPHQWVWRSUHVHQWVXEWRWDOVDQGWRWDOVIRUµRSHUDWLQJSURILW
RUORVV¶µSURILWRUORVVEHIRUHILQDQFLQJDQGLQFRPHWD[HV¶DQGµSURILWRUORVV¶,WDOVRUHTXLUHVGLVFORsure
of management-defined performance measures and includes new requirements for aggregation and
GLVDJJUHJDWLRQRIILQDQFLDOLQIRUPDWLRQEDVHGRQWKHLGHQWLILHGµUROHV¶RIWKHSULPDU\ILQDQFLDOVWDWHPHQWV
and the notes. In addition, there are consequential amendments to other accounting standards. IFRS
18 is effective for reporting periods beginning on or after January 1, 2027, with earlier application
permitted. Retrospective application is required in both annual and interim financial statements. The
standard has not yet been endorsed by the EU.
x IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19 permits subsidiaries without public accountability to use reduced disclosure requirements if
their parent company (either ultimate or intermediate) prepares publicly available consolidated financial
statements in compliance with IFRS accounting standards. These subsidiaries must still apply the
recognition, measurement and presentation requirements in other IFRS accounting standards. Unless
otherwise specified, eligible entities that elect to apply IFRS 19 will not need to apply the disclosure
requirements in other IFRS accounting standards. IFRS 19 is effective for reporting periods beginning
on or after January 1, 2027, with early application permitted. The standard has not yet been endorsed
by the EU.
Annual Improvements to IFRS Accounting Standards ± Volume 11
7KH ,$6%¶V DQQXDO LPSURYHPHQWV SURFHVV GHDOV ZLWK QRQ-urgent, but necessary, clarifications and
amendments to IFRS. In July 2024, the IASB issued Annual Improvements to IFRS Accounting
Standards ² Volume 11. An entity shall apply those amendments for annual reporting periods beginning
on or after January 1, 2026. The Annual Improvements to IFRS Accounting Standards - Volume 11,
includes amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7. These amendments aim to clarify
wording, correct minor unintended consequences, oversights, or conflicts between requirements in the
standards. The standard has not been endorsed by the EU.
Amendment in 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 address an acknowledged inconsistency between the requirements in IFRS 10 and
those in IAS 28, in dealing with the sale or contribution of assets between an investor and its associate
or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when
a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is
recognised when a transaction involves assets that do not constitute a business, even if these assets
are housed in a subsidiary. In December 2015 the IASB postponed the effective date of this amendment
indefinitely pending the outcome of its research project on the equity method of accounting. The
amendments have not yet been endorsed by the EU.
1.6 RESTATEMENT OF PRIOR PERIODS
The Company has a minority participation of 6.98% in Rompetrol Logistics, a dormant entity part of KMG
,QWHUQDWLRQDO19*URXS³.0*,*URXS´,QLWVWXUQ5RPSHWURO/RJLVWLFVLVWKHVROHVKDUHKROGHURI
Rompetrol Gas, the LPG distribution company of the KMGI Group. Rompetrol Gas is a profitable
company and according to the forecasted figures for the next five years will continue to be profitable.
'XULQJWKH&RPSDQ\¶V0DQDJHPHQWGHFLGHGWRFKDQJHWKHYDOXDWLRQWHFKQLTXHXVHGWRDVVHVVWKH
fair value of Rompetrol Logistic from discounted cash flows to net assets, to align to the valuation method
of investments that is used by the other companies of the KMGI Group that the Company is part of and
such changes has a prospective effect. In that process, some elements had been identified that required
restatement of prior periods.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
28
1. INFORMATION ON THE ENTITY, ACCOUNTING POLICIES (continued)
The fair value of the investment in Rompetrol Logistics implied estimating the market/fair value of its assets
and liabilities including the fair value of the investment in Rompetrol Gas SRL, and it is based on the
valuations performed by an independent accredited valuer who has experience in valuations for similar
properties.
The fair value of the investment Rompetrol Gas was estimated using the Income approach ± Discounted
Cash Flow method using financial budgets approved by senior management of KMGI Group covering a
five-year period. The discount rate applied to cash flow projections for Rompetrol Gas is 11.2% (2023:
11.6%). Cash flows beyond the 5-year period are extrapolated using a 0.7% growth rate (2023: 0.4%)
that is the same as the long-term average growth rate for the industry. The capitalization rate used for
residual values is 10.5% (2023: 11.2%).
Following the reassessment detailed above, the following changes have been performed at the level of
the affected financial statement line items for the prior periods, as follows:
Impact of adjustment (increase/(decrease))
31-Dec-23
Adjustment
31-Dec-23
1-Jan-23
Adjustment
1-Jan-23
as reported
restated
as reported
restated
STATEMENT OF FINANCIAL
POSITION
Assets
Equity instruments at FV through OCI
8,966,492
7,354,131
16,320,623
10,204,052
6,200,667
16,404,719
Total assets
125,397,777
7,354,131
132,751,908
123,254,400
6,200,667
129,455,067
Liabilities
Deferred tax liabilities
844,685
1,176,661
2,021,346
1,088,141
992,107
2,080,248
Total liabilities
23,993,200
1,176,661
25,169,861
29,955,132
992,107
30,947,239
Equity
Other reserves
24,619,128
6,177,470
30,796,597
25,832,165
5,208,561
31,040,726
Total equity
101,404,577
6,177,470
107,582,046
93,299,268
5,208,561
98,507,828
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE
INCOME
Other comprehensive income that will
not be reclassified to profit or loss in
subsequent periods (net of tax):
(1,213,037)
968,909
(244,129)
Remeasurement of fair value of equity
instruments measured at fair value
through other comprehensive income
(1,039,466)
968,909
(70,557)
Total comprehensive income for year,
net of tax
10,554,826
968,909
11,523,734
The above change had a corresponding impact in the statement of changes in equity and it
did not have
an impact on the operating, investing and financing cash flows.
The adjustment detailed above had no impact on the basic/diluted earnings per share.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
29
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
Below WKHUHLVDQDQDO\VLVRI&RPSDQ\¶VUHYHQXHV
2024
2023
Revenue from well services
74,047,624
71,908,951
Revenue from other services
119,000
96,728
Revenue from goods sold
30,167
62,318
Total
74,196,791
72,067,998
2024
2023
Europe
1,564,391
404,263
Export
1,564,391
404,263
Internal market sales
72,632,400
71,663,735
Total sales
74,196,791
72,067,998
The Company analyzed the criteria for defining an operational segment according to IFRS 8 Operating
segments and concluded that business is organized as single cash generating unit, with one segment,
considering the nature of the services provided, the type of customers and the method used to provide
services. For the purpose of making decisions about resource allocation and performance assessment,
Management analyze and monitors the operating results of the business as a single segment.
2.1 RENTAL REVENUES
%HORZWKHUHLVDQDQDO\VLVRI&RPSDQ\¶VUHQWDOUHYHQXHV
2024
2023
Rental revenue from office space
477,658
495,675
Total
477,658
495,675
The Company obtains revenues from renting office spaces. The respective contracts have 12 months
term.
Contracts concluded for rental of office space include only fixed leases.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
30
3. OTHER OPERATING INCOME AND OTHER EXPENSES
3.1. Other operating income
In the table below other operating revenues are being detailed depending on their nature:
2024
2023
Other operating income:
- income from debts write-off
2,129,875
787,549
- income from waste sale
23,610
-
- gain from disposal of fixed assets
59,065
135,461
- earnings from compensations and penalties
25,000
828
- other
112,292
-
Total
2,349,842
923,838
Income from the debts write-off in amount of RON 2,129,875 (2023: RON 787,549) represent mainly the
cancellation of unclaimed dividends obligation, which were within the prescription limit and for which the
Company has taken all legal steps to settle. Debts write-off was made based of the Board of Directors
decision from 17 December 2024.
3.2. Expenses with third-party services
In the table below expenses for third party services are being detailed depending on their nature:
2024
2023
Travel expenses*)
2,304,993
1,754,189
Maintenance and repair expenses*)
1,911,980
1,684,862
Royalties and rental expenses
1,251,276
1,117,051
Insurance premiums
723,919
795,793
Postage and telecommunications
14,870
14,774
Bank commissions and similar charges
25,031
19,299
Entertaining, promotion and advertising
136,499
73,955
Goods transportation services*)
4,307,959
3,558,208
Well services rendered ± by subcontractors*)
644,146
360,888
Outsourced activities services
1,987,739
2,020,722
Dedicated management assistance and specialized technical consulting services
1,976,397
886,664
Others
1,236,156
1,070,029
Security services
832,582
778,533
Consultancy and audit
218,089
161,926
Total
17,571,636
14,296,893
The weight of these expenses in the structure of the operating costs is specific to the main activity,
regarding the service delivery at the headquarters of the beneficiaries with auto type equipment and the
flexible adaptability to the current market conditions.
*) The highlighted expenses are directly influenced by the level and type of services rendered.
During 2024, the company partially subcontracted services of acidizing, hot oil pumping and nitrogen for a
specific project to a third party. The value of the services performed by this subcontractor in order to fulfill
the contractual obligations assumed by the Company, as a supplier, amounts to RON 644,146 (2023:
RON 360,888).
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
31
3. OTHER OPERATING INCOME AND OTHER EXPENSES (continued)
3.3. Other operating expenses
In the table below other operating expenses are being detailed depending on their nature:
2024
2023
Compensations, fines, penalties
6,633
4,236
Amounts or goods granted as sponsorship
208,140
212,378
Write-off trade receivables and sundry debtors
-
27,337
Destroyed / improper stocks
46,381
-
Other operating expenses
7
9
Total
261,161
243,960
4. FINANCIAL EXPENSES AND REVENUES
4.1. Financial revenues
2024
2023
Interest income, from which:
3,760,373
3,839,712
Income obtained from the entities within the group
3,746,786
3,825,036
Income from exchange rate differences
29,213
41,705
Other financial income
207
799
Total financial income
3,789,793
3,882,216
7KHOLQH³,QFRPHREWDLQHGIURPWKHHQWLWLHVZLWKLQWKHJURXS´LQDPRXQWRI5213,746,786 (2023:
RON 3,825,036) represents interest revenue from cash-pooling. For more details, including EIR please
refer to Note 21.
4.2. Financial expenses
2024
2023
Expenses from exchange rate differences
67,577
131,608
Other financial expenses, out of which
554,056
700,439
Interest expense on the lease liability
475,418
611,509
Total financial expenses
621,633
832,047
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
32
5. PAYROLL COSTS
The expenses with salaries and taxes, recorded during 2024 and 2023 are as follows:
2024
2023
Expenses related to salaries and allowances
22,325,139
20,295,367
Other expenses with employees benefits
580,706
245,748
Contributions to special funds
232,095
197,148
Expenses related to the social insurances
496,598
474,298
Total
23,634,538
21,212,561
The increase in salaries costs, with 2.4 million RON compared with previous year, was the result of a
mixed actions taken by the management in order to stimulate the employees and to prevent and minimize
HPSOR\HHV¶WXUQRYHU. Approximately 2,1 million RON is the effect of the collective labor negotiation with
trade union, that started to produce effects from December 2023 and respectively from November 2024,
based on which a new collective labor agreement was concluded, for the increases in wages and other
rights.
The average number of employees increased from 135 at 31 December 2023 to 138 employees at
31 December 2024.
The average number of employees has evolved as follows:
2024
2023
Management personnel
2
2
Administrative personnel
21
16
Production personnel
115
117
The Administrators and Managers
During 2024 and 2023, the Company has paid the following remuneration to the members of the Board of
Directors and salaries to the executive directors:
2024
2023
The Members of the Board of Directors
466,112
462,889
Executive directors
1,029,075
1,205,982
Total
1,495,187
1,668,871
The presentation of average number of management personnel (executive directors), as well as level of
the remuneration paid to the executive directors, are disclosed according to the principles included in the
Remuneration Policy and Remuneration Report.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
33
5. PAYROLL COSTS (continued)
As at 31 December 2024, the Company had no obligations with regards to post-employment benefits to
former Board of Directors members and former executive management members.
The amount of remuneration and salaries for key management personnel and Board of Directors for 2024
was of RON 1,495,187 (2023: RON 1,668,871), including short-term benefits and bonuses.
At the end of 2024, the Company had no advance payments to be reimbursed to the members of the
executive management and there were also no guarantees of future obligations taken over by the
company under the name of the Managers or Administrators.
6. INCOME TAX
Main components of income tax expenses for fiscal years ended as of 31 December 2024 and 2023 are:
Statement of profit and loss
2024
2023
Current income tax:
Expenses regarding the current income tax
1,540,598
2,099,386
Deferred income tax
Relating to origination and reversal of temporary differences
(1,181)
(12,402)
Expenses regarding the income tax reported in statement of total
comprehensive income
1,539,418
2,086,984
Reconciliation between the expenses regarding the current income tax and the deferred income tax and
the accounting profit is as follows for fiscal years 2024 and 2023:
Current income tax
2024
2023
Accounting profit before tax
11,776,725
13,854,847
At &RPSDQ\¶VVWDWXWRU\LQFRPHWD[UDWHRI3: 16%)
1,884,276
2,216,776
Effect of value adjustments from non-taxable incomes
(82,484)
(20,432)
Non-deductible expenses for tax computation:
Allowance for trade receivables and inventories
(9,367)
(27,992)
Depreciation of tangible assets
14,191
14,439
Other non-deductible expenses
(57,878)
128,974
Fiscal credit
(208,140)
(212,378)
Expenses with current income tax at effective rate 16% (2023: 16%)
1,540,598
2,099,386
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
34
6. INCOME TAX (continued)
Deferred income tax
The deferred income tax refers to the following:
Statement of the financial position
Profit and Loss Statement
Other Comprehensive
Income
31 December
2024
31 December
2023
1 January
31 December
2024
31 December
2023
31 December
2024
31 December
2023
2023
restated
restated
restated
Revaluation of assets (fair value as deemed cost) with
reserve transfer to retained earnings (at transition to IFRS)
(975,784)
(933,673)
(936,673)
(39,110)
-
-
-
Recognition of right of use assets
(142,120)
(142,120)
(142,120)
-
-
-
-
Recognition of estimates for retirement benefits
199,915
188,154
165,235
(10,375)
(10,142)
22,136
33,061
Recognition of lease liability
143,693
143,693
143,693
-
-
-
-
Fair value valuation of financial assets*
(2,168,785)
(1,567,339)
(1,580,778)
-
-
(601,447)
13,439
Recognition of estimate for untaken holiday
164,677
122,280
107,628
42,397
14,652
-
-
Temporary differences for inventory provisions
61,469
54,254
64,783
7,214
(10,528)
-
-
Temporary differences for expected credit losses
117,459
116,405
97,984
1,054
18,421
-
-
(Expenses regarding) /income from the deferred tax
1,181
12,402
(579,311)
46,501
Assets regarding the deferred tax
687,213
624,787
579,324
Liabilities regarding the deferred tax
(3,286,689)
(2,646,133)
(2,659,572)
Assets / (Liabilities) regarding the deferred tax, net
(2,599,476)
(2,021,346)
(2,080,248)
* See further details in Note 1.6
The reconciliation of deferred tax payable is as follows:
2024
2023
restated
Beginning of balance (restated)
2,021,346
2,080,248
Deferred tax expense recognized in profit and loss
(1,181)
(12,402)
Deferred tax expense recognized in other comprehensive income
579,311
(46,501)
Ending Balance
2,599,476
2,021,346
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
35
6. INCOME TAX (continued)
Pillar II
In October 2021 members of the Organization for Economic Co-RSHUDWLRQDQG'HYHORSPHQW´2(&'´
*,QFOXVLYH)UDPHZRUNRQ%DVH(URVLRQDQG3URILW6KLIWLQJ´%(36´DJUHHGWRDcoordinated system
of Global anti-%DVH(URVLRQ´*OR%(´UXOHVWKDWDUHGHVLJQHGWRHQVXUHODUJHPXOWLQDWLRQDOHQWHUSULVHV
with annual revenues exceeding EUR 750 million pay a minimum level of tax of 15% on the income
arising in each jurisdiction where they operate. Taxpayers in scope of the GloBE rules must calculate
their effective tax rate for each jurisdiction in which they operate and pay a top-up tax for the difference
between their effective tax rate per jurisdiction and the 15% minimum rate.
The EU minimum taxation directive ( EU Council Directive 2022/2523) entered into force on 23 December
2022 and had to be transposed into the domestic law of the EU member states by 31 December 2023.
The directive is based on the OECD Pillar GloBE rules and commentaries and provides a common
framework for implementing those rules into the domestic laws of the EU member states, adjusted to take
into account certain features of EU law.
According to the GloBE rules, the effective tax rate ("ETR") is calculated annually at the jurisdictional
level, based on the financial statements prepared for consolidation at the Group level. The ETR is
determined as the ratio between the adjusted covered taxes of the Constituent Entities ("CE") - at the
numerator - and respectively, the qualified net income of the Constituent Entities - the denominator. Both
the numerator and the denominator represent the aggregated amounts of all CEs located in a given
jurisdiction.
Recognizing that the Pillar Two rules are complex and introduce new rules for computation of indicators,
the OECD has introduced a series of safe harbor regimes aimed at simplifying the computation for
taxpayers, particularly during the initial years of implementing the new regime.
As long as at least one of the tests specified under the safe harbor regimes is met in a given year, the
additional tax in that jurisdiction for the Group can be considered zero. In other words, if the safe harbor
regime applies, there is no need for a complex computation of the effective tax rate or an additional
national tax (although the multinational group still has certain reporting obligations).
The transitional safe harbor for Country-by-&RXQWU\5HSRUWLQJ³&E&5´LGHQWLILHVORZ-risk" jurisdictions
by applying three quantitative tests, leveraging existing data from the CbCR report and the accounting
records of the entities within the multinational group.
1. De Minimis Test ± This test is considered to be met if the total revenue from the CbCR report
does not exceed EUR 10 million, and the profit before tax from the CbCR report does not exceed
EUR 1 million.
2. Simplified ETR Test ± This test considers the simplified covered taxes as a percentage of the
profit before tax from the CbCR report of the jurisdiction. The test is met when this percentage
exceeds the applicable minimum effective tax rate. The minimum rate for this test is set at 15%
for the financial year starting in 2024, increasing to 16% in 2025 and respectively, 17% in 2026.
3. Routine Profits Test ± This test applies to the jurisdictions where the exclusion of profits based
RQHFRQRPLFVXEVWDQFH³6%,(´LVHTXDOWRRUH[FHHGVWKH&E&5SURILWORVVEHIRUHWD[IRUWKDW
jurisdiction. SBIE is an indicator calculated based on fixed assets and payroll costs of the group
in that jurisdiction.
Entities part of a multinational group in a given jurisdiction need to meet only one of the three tests to
qualify for the transitional CbCR safe harbor regime.
The EU Directive on Pillar Two has been transposed in Romania by Law no. 431/2023 on ensuring a
global minimum level of taxation for large multinational and national enterprise groups applicable starting
with financial year 2024. The law will apply together with all guidance, explanations and examples
provided by the OECD.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
36
6. INCOME TAX (continued)
As of 31 December 2024, the transitional Safe Harbor test was prepared for the entities that are under
Romanian jurisdiction with the involvement of an external tax specialist and according to the Routine
Profits test, jurisdiction PBT is a loss, therefore Routine Profits Test is met.
Given the requirement for jurisdictional-level computations, an analysis of the safe harbor regimes for
2024 was conducted for the Constituent Entities of the Group located in Romania, based on the indicators
that will be included in the CbCR report for the 2024 financial year. Following this analysis, the conclusion
is that in Romania, the Group qualifies for the application of the transitional CbCR safe harbor regime, as
it records a jurisdictional loss. According to the OECD Administrative Guidance, 2024 consolidated
version, Annex A, Chapter I - Transitional CbCR Safe Harbor Regime, paragraph 22 of the Routine
Profits Test, if a jurisdiction reports a loss, this test is automatically considered met.
Therefore, the Romanian jurisdiction did not record an additional tax estimate for Pillar Two purposes in
the financial statements for the financial year 2024.
7. EARNINGS PER SHARE
The value of earning per share is calculated by dividing the net profit of the year attributable to
shareholders by the weighted average number of shares outstanding during the period.
The following report present the net profit and the number of shares used in computing earnings per
share:
31 December
2024
31 December
2023
Net result attributable to shareholders
10,237,307
11,767,863
Weighted average number of shares
278,190,900
278,190,900
Basic earnings per share (RON / share)
0.0368
0.0423
Diluted earnings per share equal basic earnings per share.
There was no issue or cancellation of shares between the date of the report and the date of the
presentation of the financial statements.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
37
8. PROPERTY, PLANT & EQUIPMENT
Land
Buildings and
special
constructions
Technical
equipment and
machinery and
other tangible
assets
Advances
and
Tangible
assets in
progress
Total
Cost
On 1 January 2023
5,440,229
8,047,114
88,817,523
2,258,168
104,563,032
Additions
-
-
61,506
831,130
892,636
Disposals
(1,674)
(21,086)
(36,548)
-
(59,308)
Transfers
-
398,872
2,286,807
(2,685,679)
-
On 31 December 2023
5,438,555
8,424,900
91,129,288
403,619
105,396,360
Additions
-
-
1,314
3,788,020
3,789,334
Disposals
-
(37,248)
(4,983,578)
-
(5,020,826)
Transfers
-
474,032
1,442,447
(1,916,480)
-
On 31 December 2024
5,438,555
8,861,684
87,589,471
2,275,159
104,164,867
Depreciation and Impairment
On 1 January 2023
-
3,717,314
76,149,011
-
79,866,326
Depreciation charge for the year
-
329,968
3,874,173
-
4,204,142
Disposals
-
(8,607)
(36,548)
-
(45,155)
On 31 December 2023
-
4,038,675
79,986,636
-
84,025,312
Depreciation charge for the year
-
372,539
2,779,358
-
3,151,898
Disposals
-
(25,962)
(4,983,578)
-
(5,009,540)
Impairment
-
-
(508,671)
-
(508,671)
On 31 December 2024
-
4,385,253
77,273,745
-
81,658,999
Net book value
On 31 December 2024
5,438,555
4,476,431
10,315,727
2,275,159
22,505,869
On 31 December 2023
5,438,555
4,386,224
11,142,653
403,619
21,371,048
On 1 January 2023
5,440,229
4,329,800
12,668,512
2,258,168
24,696,706
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
38
8. PROPERTY, PLANT & EQUIPMENT (continued)
A percentage of 69% from the increase recorded during 2024 for plant and equipment, in amount of
RON 1.3 million, is represented by the acquisition and / or the upgrade of machinery and equipment used
for well services operations and other preliminary operations, which were in progress and completed
during the year.
Approximately 31% from total investments conducted by the company in 2024 were related to
rehabilitation and modernization of the operational buildings and replacement of IT equipment.
The Company used own funds in order to finance the budgeted capital expenditure for 2024.
The Company is performing an annual assessment in order to identify potential indicators for impairment
of tangible assets, considering specific characteristics of these assets and taking into account estimates
of future cash flows generated by the respective assets.
The Company performed an impairment test for tangible assets as of 31 December 2024, which aimed to
determine the recoverable amount of the equipment and the production capacities, and concluded that
the existing impairment in amount of RON 509 thousand recognized as of 31 December 2021 needs to
be reversed. The recoverable amount of this equipment was determined based on discounted cash flows
estimated to be generated by the assets (Note 1.3 ii)).
All presented tangible assets are the property of the Company.
As of 31 December 2024 and 31 December 2023, the Company has not pledged assets and interest
rated capitalized.
As of 31 December 2024 total gross book value of property, plant and equipment items that are fully
depreciated is RON 23,106,917 (2023: RON 64,184,377). The decrease of RON 41,077,460 is triggered
mainly by different modernizations performed to existing assets, thus increasing their useful life.
9. INVESTMENT PROPERTIES
The company has an apartment block in Campina and two apartments in Timisoara, held with the
exclusive target to obtain income from rents. These are being classified as investment properties.
2024
2023
Initial balance on 1 January
414,197
432,799
Depreciation expenses
(18,603)
(18,603)
Ending balance on 31 December
395,594
414,197
2024
2023
Income from rents obtained from real estate investments
16,382
13,127
Direct operational expenses (including repairs and maintenance) which
generate income from rents
(37,872)
(37,872)
Net result from investment property recorded at cost
(21,490)
(24,744)
At 31 December 2024, the fair values of the properties determined in 2022 by S.C. FairValue Consulting
SRL, a recognised independent evaluator, were in amount of RON 1,800,627.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
39
10. INTANGIBLE ASSETS
Patents and
licenses
Total
Costs
On 1 January 2023
781,613
781,613
Additions
37,305
37,305
Disposals
-
-
Transfers
-
-
On 31 December 2023
818,918
818,918
Additions
-
-
Disposals
(83)
(83)
Transfers
-
-
On 31 December 2024
818,835
818,835
Amortisation and impairment
On 1 January 2023
720,995
720,995
Depreciation charge for the year
38,273
38,273
Disposal
-
-
On 31 December 2023
759,267
759,267
Depreciation charge for the year
38,927
38,927
Disposal
(83)
(83)
On 31 December 2024
798,111
798,111
Net book value
On 31 December 2024
20,724
20,724
On 31 December 2023
59,651
59,651
On 1 January 2023
60,618
60,618
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
40
11. EQUITY INSTRUMENTS AT FVOCI
Name of the company
Nature of the
relationship
Year of investment
Percent held on
Fair value of the investment on
31
December
2024
31 December
2023
01 January
2023
31 December
2024
31 December
2023
01 January
2023
restated
restated
Rompetrol Logistics SRL
Long term
investment
2002/2003/2007
6.98%
6.98%
6.98%
19,159,842
14,474,278
14,657,186
Rompetrol Rafinare SA*
Long term
investment
2003/2004
0.05%
0.05%
0.05%
919,823
1,846,345
1,747,434
Rompetrol Renewables SRL
Long tern
investment
2014
-
-
1%
-
0
100
Total
20,079,665
16,320,623
16,404,719
*Company listed on Bucharest Stock Exchange under RRC symbol.
In 2024, the decrease in the fair value of the equity investment in Rompetrol Rafinare, amounting RON 926,522, includes a gross amount of RON 736,617
(net RON 617,078) related to the correction of a human error in the fair value calculation as of 31 December 2023. Specifically, as of 31 December 2023,
the number of shares used in the calculation was mistakenly recorded as 21,980,298. Therefore, the related impact was reflected as a change in other
comprehensive income, without having any impact in the Company's distributable profit.
Reconciliation of fair value measurement of investments classified as equity instruments designated at fair value through other comprehensive income
µ2&,¶
Rompetrol Rafinare SA
Rompetrol Logistics SRL
Total
1 January 2023 (restated)
1,747,434
14,657,186
16,404,619
Remeasurement recognized in OCI
98,911
(182,908)
(83,996)
31 December 2023 (restated)
1,846,345
14,474,278
16,320,623
Remeasurement recognized in OCI
(926,522)
4,685,564
3,759,042
31 December 2024
919,823
19,159,842
20,079,665
For more details regarding equity instruments at FVOCI please refer to Note 1.h) iii) Fair value of financial instruments and Note 1.6 Restatement of prior
periods.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
41
12. OTHER FINANCIAL ASSETS
31 December
2024
31 December
2023
Collateral account for guarantee letters with maturity over one year
9,742,682
5,611,881
Specific account for dividends
1,073,873
941,937
Specific accounts for other guarantee
34,496
27,054
Other financial assets
10,851,052
6,580,872
The presentation of collaterals as non-current assets is made considering the initial maturity of the
collateral accounts in accordance with IAS 7.
The details on the structure of collateral account for guarantee letters with maturity over one year can be
found bellow (see details in Note 22):
Number
Beneficiary
Currency
Amount
equivalent
RON
Start date
Maturity
date
Currency
collateral
deposit
Collateral
deposit
equivalent
RON
LG99007664*
OMV PETROM S.A.
RON
1,219,901
18-Jan-22
31-Dec-24
RON
1,219,901
LG99007665*
OMV PETROM S.A.
RON
3,705,027
18-Jan-22
31-Dec-24
RON
3,705,027
LG9000004272*
OMV PETROM S.A.
RON
115,614
6-Jul-22
30-Jun-26
RON
115,614
LG99008693*
OMV PETROM S.A.
RON
2,554,991
23-Nov-22
13-Dec-24
RON
2,554,991
LG99008060*
OMV PETROM S.A.
RON
311,816
7-Dec-22
31-Dec-24
RON
311,816
LG9000007786*
OMV PETROM S.A.
RON
557,802
2-Feb-23
31-Mar-28
RON
557,802
LG00888-02-
1048506
OMV PETROM S.A.
RON
255,101
09-Aug-24
30-Sep-25
RON
255,101
LG9000024179*
OMV PETROM S.A.
RON
160,829
19-Aug-24
31-Dec-29
RON
160,829
LG9000024304*
OMV PETROM S.A.
RON
126,445
19-Aug-24
31-Dec-28
RON
126,445
LG9000024701*
OMV PETROM S.A.
RON
142,671
6-Sep-24
31-Oct-25
RON
142,671
43840*
S.N.G.N. ROMGAZ S.A.
RON
592,486
23-Nov-23
4-Dec-26
RON
592,486
Total collateral accounts with maturity over one year as of 31 December 2024
9,742,682
* /*¶VZLWKsuccessive accumulation (a certain percentage of each invoice issued is retained, according
to the frame contracts and/or existing addendums concluded with customers) and therefore, the
respective amounts were updated as such, as compared with 31 December 2023.
Collateral account for LG 99008060 was closed on February 10
th
, 2025 and for LG 99007664, LG
99007665 was closed on March 3
rd
, 2025. No other collateral account was closed subsequent to 31
December 2024.
Number
Beneficiary
Currency
Amount
equivalent
RON
Start date
Maturity
date
Currency
collateral
deposit
Collateral
deposit
equivalent
RON
LG99007664
OMV PETROM S.A.
RON
883,580
18-Jan-22
31-Dec-24
RON
883,580
LG99007665
OMV PETROM S.A.
RON
2,439,493
18-Jan-22
31-Dec-24
RON
2,439,493
LG9000004272
OMV PETROM S.A.
RON
82,751
6-Jul-22
30-Jun-26
RON
82,751
LG99008693
OMV PETROM S.A.
RON
1,157,059
23-Nov-22
13-Dec-24
RON
1,157,059
LG99008060
OMV PETROM S.A.
RON
290,700
7-Dec-22
31-Dec-24
RON
290,700
LG9000007786
OMV PETROM S.A.
RON
349,242
2-Feb-23
31-Mar-28
RON
349,242
LG00888-02-
0938985
OMV PETROM S.A.
RON
246,465
28-Apr-23
18-Jun-24
RON
246,465
43840
S.N.G.N. ROMGAZ S.A.
RON
162,591
23-Nov-23
4-Dec-26
RON
162,591
Total collateral accounts with maturity over one year as of 31 December 2023
5,611,881
No collateral account was closed subsequent to 31 December 2023, except for LG00888-02-0938985,
which was closed during 2024 financial year.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
42
13. INVENTORIES
31 December
2024
31 December
2023
Cement and additives
3,343,281
3,461,894
Spare parts equipment
1,902,762
1,700,101
Other inventories
233,439
280,048
Total inventories, net
5,479,481
5,442,042
The inventories mainly contain cement, additives and spare parts for special equipment. For the items
whose procurement process is relatively long, as well for the items whose consumption is dependent on
fluctuating demand of our customers, it is applied an optimization quantitative procurement, which
explains a variation of inventory value between two acquisitions.
The presented allowance for inventories is related to obsolete and slow moving spare parts and other
inventories.
Allowance for
inventories
On 1 January 2023
404,891
Additions
1,641
Used during the year
(67,444)
On 31 December 2023
339,089
Additions
45,939
Used during the year
(849)
On 31 December 2024
384,179
14. TRADE AND OTHER RECEIVABLES
31 December
2024
31 December
2023
Trade receivables - third parties
14,244,292
18,614,285
Trade receivables with affiliated entities (Note 21)
35,257
31,152
Allowance for trade receivables ± third parties
(1,282,951)
(1,276,054)
Allowance for trade receivables ± affiliated entities (Note 21)
(7,732)
(8,110)
Total trade receivables, net
12,988,866
17,361,272
Other receivables ± third parties
231,152
1,060,147
Other receivables with the affiliated entities (Note 21)
154,019
154,019
Other receivables with state budget
23,890
53,934
Allowance for other receivables ± third parties
(213,790)
(213,790)
Allowance for other receivables ± affiliated entities (Note 21)
(152,580)
(152,580)
Total other receivables, net
42,691
901,729
Total receivables, net
13,031,556
18,263,002
Other receivables ± third parties includes in 2023 the amount of RON 696,920 representing the counter
value of a good performance guarantee related to an ongoing litigation (details in Note 22). The amount
was collected on April, 2024 after the litigation was won by the Company.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
43
14. TRADE AND OTHER RECEIVABLES (continued)
Trade receivables are usually collected within 30 to 90 days.
In the table below, there are detailed the movements within the provision for the impairment of trade and
other receivables:
Individually
impaired
Collectively
impaired
Total
On 1 January 2023
631,729
901,838
1,533,567
Charge for the year
36
160,074
160,110
Unused amounts, reversed
(9,699)
(4,345)
(14,044)
Amounts written-off
-
(32,589)
(32,589)
Exchange rate differences
-
3,491
3,491
On 31 December 2023
622,066
1,028,468
1,650,534
Charge for the year
3,760
13,910
17,670
Unused amounts, reversed
(3,198)
(7,875)
(11,072)
Amounts written-off
-
-
-
Exchange rate differences
-
(79)
(79)
On 31 December 2024
622,628
1,034,425
1,657,054
The impairment loss for financial assets evaluated at amortized cost are calculated based on three stage
model, using swap for credit risk, internal or external ratings of counterparties and corresponding
probability of default. For all trade receivables, the impairment losses are estimated based on simplified
approach, recognizing anticipated losses for their entire lifetime.
Impairment losses, calculated and recognized, based on the new model required by IFRS 9 for
&RPSDQ\¶VWUDGHreceivables, is presented as follows:
Total trade receivables
At 31 December 2024
Current
< 30 days
31 ± 60
days
61- 90
days
91 - 180
days
181 - 360
days
> 360 days
Total
Expected credit loss rate (%)
0.63%
11.87%
22.75%
60.07%
90.00%
90.00%
100.00%
Estimated total gross
carrying amount at default
12,911,506
25,827
24,814
6,630
8,451
7,103
1,295,218
14,279,549
Expected credit loss
(4,544)
(1,987)
(2,374)
(1,368)
(1,718)
(6,392)
(1,272,300)
(1,290,683)
Total trade receivables
At 31 December 2023
Current
< 30 days
31 ± 60
days
61- 90
days
91 - 180
days
181 - 360
days
> 360 days
Total
Expected credit loss rate (%)
0.38%
8.42%
49.40%
82.12%
82.12%
82.12%
100.00%
Estimated total gross
carrying amount at default
15,338,880
1,921,260
70,387
1,464
18,665
12,929
1,281,851
18,645,436
Expected credit loss
(2,485)
(5,227)
(3,903)
(1,203)
(4,208)
(6,236)
(1,260,903)
(1,284,164)
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
44
15. OTHER CURRENT ASSETS
31 December
2024
31 December
2023
Advance expenses for car insurance
322,387
375,692
Advance expenses for vignette
105,780
107,505
Advance expenses for business insurance
468,568
456,039
Advance expenses for authorizations, transportation licenses,
subscriptions, others
121,645
114,510
Other current assets TOTAL
1,018,381
1,053,746
The values represent the payments carried out during the current year, for costs which affect the next
financial year in accordance with the validity period for the insurances, authorizations, licenses,
subscriptions.
16. CASH AND DEPOSITS
31 December
2024
31 December
2023
Bank accounts in RON
14,081
1,287
Bank accounts in foreign currency
1,742
3,783
Short term deposits in RON
244,032
557,078
Short term deposits in foreign currency
-
56,210
Petty cash in RON
18,359
12,324
Petty cash in foreign currency
19,791
17,860
Total cash and short term deposits
298,005
648,543
The cash in banks records interests at variable rates, depending on the daily rates of the deposits in
banks. The short term deposits are being constituted for periods of one day and records interests for the
respective rates of the short term deposits.
The service providing contracts concluded with our main customers contain clauses referring to creation
of performance guarantees through a guarantee granting instrument issued under the provisions of the
law, by a bank or insurance company, i.e. Letters of Bank Guarantees.
Collateral deposits were classified depending on the maturity calculated from the starting date of the
deposit. (details in Note 12 and 16.1).
Note 21 presents WKHGHWDLOVUHJDUGLQJWKHFRPSDQ\¶VSDUWLFLSDWLRQIRUWKH\HDU 2024 to the system for
optimization of cash availability between the companies within KazMunayGas International Group, known
as cash pooling concept. The amount available in the principal account on 31 December 2024 was of
RON 46,818,063 (2023: RON 50,388,545), being ready to use without restriction, depending on the
necessity.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
45
16. CASH AND DEPOSITS (continued)
16.1 COLLATERAL CASH FOR LETTERS OF GUARANTEE
The detail of the collateral deposits as at 31 December 2024 for the Letters of Bank Guarantee with maturity between less than 12 months is enclosed in the table
below:
Number
Beneficiary
Currency
Amount
equivalent
RON
Start Date
Maturity date
Currency
collateral
deposit
Collateral
deposit
equivalent
RON
LG9000021340
OMV PETROM S.A.
RON
662,546
23-May-24
23-May-25
RON
662,546
LG9000019224
OMV PETROM S.A.
RON
441,188
6-Mar-24
15-Feb-25
RON
441,188
45189
S.N.G.N. ROMGAZ S.A.
RON
93,088
29-Apr-24
7-May-25
RON
93,088
47464
S.N.G.N. ROMGAZ S.A.
RON
6,322
8-Nov-24
28-Feb-25
RON
6,322
Total collateral deposits
1,203,143
The collateral deposits as at 31 December 2023 had the following components:
Number
Beneficiary
Currency
Amount
equivalent
RON
Start Date
Maturity date
Currency
collateral
deposit
Collateral
deposit
equivalent
RON
40140
S.N.G.N. ROMGAZ S.A.
RON
121,112
20-Jan-23
31-Jan-24
RON
121,112
Total collateral deposits
121,112
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
46
17. SHARE CAPITAL
17.1. Subscribed share capital
The last modification of the share capital has been in 2008, when the shareholders have decided, after
the general meeting which has taken place on 20 June 2008, to increase the share capital of the
company by the amount of RON 13,909,545, from RON 13,909,545 up to RON 27,819,090, through
issuing, for free, of a number of 139,095,450 new shares with a nominal value of RON 0.10 / share.
7KHQHZLVVXHGVKDUHVKDYHEHHQDOORFDWHGIRUWKHVKDUHKROGHUVUHJLVWHUHGXQGHUWKH6KDUHKROGHUV¶
Registry at the date of the registration, approved by the Extraordinary Meeting of the Shareholders,
respectively July 8th 2008, proportional to the amounts held by each of them. The allocation index has
been 1. The issuing of shares has been financed from the reserves of the result carried forward of the
financial year 2007, respectively from the amount allocated to Other reserves.
The finalization of the procedural phases for approval and recognition has been officially signaled through
the repetition of the transacting of the shares, after the increase of the share capital, on
18 September 2008, without undergoing modifications until 31 December 2024.
31 December
2024
31 December
2023
Number
Number
Subscribed capital, ordinary shares
278,190,900
278,190,900
RON
RON
Nominal value, ordinary shares
0.1
0.1
RON
RON
Value of the share capital
27,819,090
27,819,090
The share capital of the company is totally paid in on 31 December 2024.
The Company is listed under the Bucharest Stock Exchange under the symbol PTR.
17.2. Adjustments on share capital
According to the IAS 29 provisions, the company has adjusted the costs of its purchased investments
until 31 December 2003 with the purpose of reflecting the accounting impact in the hyperinflation. The
value of the share capital has been increased at 31 December 2012 by RON 166,740,745. This
adjustment had no impact over the carried forward distributable profit of the company. In 2013, the
general ordinary meeting of shareholders on 30 April 2013 approved to cover the brought forward
accounting loss from fLUVWDSSOLFDWLRQRI,$6³)LQDQFLDO5HSRUWLQJLQ+\SHULQIODWLRQDU\(FRQRPLHV´LQ
amount of RON 166,002,389IURPRZQFDSLWDOVLH³DGMXVWPHQWRIVKDUHFDSLWDO´ The effect of this
decision for the structure of share capital on 31 December 2024, as well as on 31 December 2023 and is
presented in the table below:
31 December
2024
31 December
2023
Share capital, from which:
28,557,446
28,557,446
Paid-in share capital
27,819,090
27,819,090
The adjustment of the share capital
738,356
738,356
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
47
18. LEASES
18.1 The right-of-use assets
The statement of the identified assets as of 31 December 2024 is presented in the table below:
Cost
Technical
equipment and
machinery and other
tangible assets
Advances
Total Right
of use
assets
On 1 January 2023
15,215,209
-
15,215,209
Additions
-
-
-
Remeasurement
93,670
-
93,670
Transfers
-
-
-
On 31 December 2023
15,308,878
-
15,308,878
Additions
-
-
-
Remeasurement
(6,584)
-
(6,584)
Transfers
-
-
-
On 31 December 2024
15,302,294
-
15,302,294
Depreciation and impairment
On 1 January 2023
1,901,688
-
1,901,688
Depreciation charge for the year
1,660,944
-
1,660,944
Transfers
-
-
On 31 December 2023
3,562,632
-
3,562,632
Depreciation charge for the year
1,596,609
-
1,596,609
Transfers
-
On 31 December 2024
5,159,241
-
5,159,241
Net book value
On 31 December 2024
10,143,053
-
10,143,053
On 31 December 2023
11,746,246
-
11,746,246
On 1 January 2022
13,313,521
-
13,313,521
At the beginning of 2020, the Company signed a financial leasing contract which acquires the right to use
two production equipment (cement pumping units). The financing contract has a period of 5 years,
starting with the date of the goods receipt, the totaOYDOXHRIWKHHTXLSPHQW¶VEHLQJRI(85
(equivalent of RON 12,061,957), the option to buy the goods being expressed at the moment the contract
was signed. The Company paid in the first half of the year 2020 the advance, as part of the leasing
contract, in amount of RON 1,297,120. The equipment was delivered in the first half of 2022 which
resulted in the recognition of assets under the category rights of use of assets in the amount of RON
12,061,957.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
48
18. LEASES (continued)
18.2 Lease liability
The accounting value of the lease liability and the movements recorded in this category during financial
year 2024:
2024
2023
At 1 January
8,805,636
11,267,449
Additions during the period
-
-
Remeasurement of lease contract
(7,214)
93,669
Interest associated to lease liability
475,418
611,509
Lease instalments
(3,129,029)
(3,240,489)
Exchange rate difference for liability
27,995
73,497
Balance at 31 December
6,172,806
8,805,636
Current
2,568,984
2,632,998
Non-current
3,603,823
6,172,638
For details regarding undiscounted potential future lease payments, please refer to Note 23.
The following expenses represent amounts recognized in profit and loss account in connection to lease
contracts:
2024
2023
Depreciation expense of right of use assets
1,596,609
1,660,944
Interest expense on lease liability
475,418
611,509
Expense relating to short-term leases
126,591
73,927
Variable lease payments
16,107
86,461
Total amounts recognised in profit or loss account
2,214,724
2,432,841
The maturity analysis of lease liabilities is disclosed in Note 23.
19. OTHER POST EMPLOYMENT BENEFITS
2024
2023
Balance at 1 January
1,175,961
1,032,717
Included in profit or loss
Interest expense
78,424
88,130
Service Cost
97,403
67,663
(Gain) / loss on settlement
(240,671)
(219,182)
Included in other comprehensive income
Actuarial loss/(gain)
138,349
206,633
Balance at 31 December
1,249,466
1,175,961
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
49
19. OTHER POST EMPLOYMENT BENEFITS (continued)
The liabilities regarding pensions and other similar obligations have been determined based on the
provisions of the collective labour contract of the Company, which stipulates the payment of a number of
salaries to each employee at retirement, depending on the period of employment. As of 31 December
2024, the amount of the provision for benefits to be granted at retirement is RON 1,249,466. The
computation is based on a actuarial model, prepared by an independent party and took into consideration
mainly the turnover of the employees, the age of the employees, the estimated mortality rate, the
estimated salary costs evolution, discount rates.
Due to micro and macroeconomic trends observed in the oil and gas sector, the estimates applied for the
computation of the retirement benefits have been revised being summarized in the table bellow:
31 December
2024
31 December
2023
%
%
The turnover of the personnel in one year
4.5
3.7
The contribution of the company to the gross salary
2.25
2.25
The inflation rate of the salary
3.5
4.80
The nominal discounting rate (the interest rate for governmental bonds)
6.9
7.00
A quantitative sensitivity analysis for significant assumptions as at 31 December is, as shown below:
Impact on defined
benefit obligation
2024
Impact on defined
benefit obligation
2023
Discount rate assumptions:
1% increase
(87,845)
(87,318)
1% decrease
98,246
97,749
Salary sensitivity assumption:
1% increase
100,835
101,147
1% decrease
(91,517)
(91,671)
Longevity sensitivity assumption:
+ 1 year
2,795
3,166
- 1 year
(4,010)
-
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
50
20. TRADE PAYABLES AND SIMILAR LIABILITIES (CURRENT)
31 December
2024
31 December
2023
Trade payables - third parties
4,812,119
3,584,531
Trade payables with affiliated entities
660,367
737,670
Advances
22,009
-
Salaries
1,921,702
1,774,011
Dividends to be paid
3,926,559
5,419,839
Other taxes
730,744
1,153,704
Other liabilities
-
-
Total
12,073,500
12,669,755
21. PRESENTATION OF THE AFFILIATED PARTIES
The following tables present information on transactions with companies under common control of
KazMunayGas Group as of 31 December 2024.
Name of the company
Transaction type
Country of
origin
The nature of relationship
KMG International NV
Payments of dividends
Netherland
s
Parent Company
Rompetrol Rafinare SA
ITP services
Romania
Minority investment of 0.05% of the
Rompetrol Rafinare share capital
Rompetrol Logistics SRL
ITP services, reinvoicement
security services
Romania
Minority investment of 6.98%, of the
Rompetrol Logistics share capital
Oilfield Exploration Business Solutions
SA
ITP services
Romania
Company member of KMG International
Group
Rompetrol Downstream SRL
Procurement of fuel, procurement
of rovignete
Romania
Company member of KMG International
Group
KMG Rompetrol SRL
Management and IT services,
cash pooling services
Romania
Company member of KMG International
Group
Rominserv SRL
ITP services
Romania
Company member of KMG International
Group
KMG Rompetrol Services Center SRL
Services for procurement, legal,
employees, translations, rental of
premises
Romania
Company member of KMG International
Group
Rompetrol Quality Control SRL
Laboratory test
Romania
Company member of KMG International
Group
Global Security Sistem SA
Security services
Romania
Associate of KMG International Group
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
51
21. PRESENTATION OF THE AFFILIATED PARTIES (continued)
Receivables
31 December
2024
31 December
2023
KMG Rompetrol SRL
47,109,341
50,730,823
Rompetrol Logistics SRL
28,194
22,966
KMG Rompetrol Services Center SRL
770
1,515
Total
47,138,305
50,755,304
Liabilities
31 December
2024
31 December
2023
KMG Rompetrol SRL
204,311
163,208
Rompetrol Downstream SRL
397,960
549,681
KMG Rompetrol Services Center SRL
58,096
23,239
Rompetrol Quality Control SRL
-
864
Global Security Sistem SA
-
678
Total
660,367
737,670
Sales
2024
2023
KMG Rompetrol SRL
3,746,786
3,825,036
Rompetrol Logistics SRL
265,520
245,157
KMG Rompetrol Services Center SRL
7,761
7,718
Oilfield Exploration Business Solutions SA
109
85
Rompetrol Rafinare SA
218
488
Rompetrol Renewables SRL
-
30
Rominserv SRL
143
119
Total
4,020,538
4,078,634
Acquisition of goods and services
2024
2023
Rompetrol Downstream SRL
5,349,721
5,360,267
KMG Rompetrol SRL
3,838,523
2,901,536
KMG Rompetrol Services Center SRL
1,088,098
954,900
Global Security Sistem SA
-
17,202
Rompetrol Quality Control SRL
1,815
2,541
Total
10,278,156
9,236,446
Starting with 2014, it was implemented an optimization system for the cash availability between the
companies within KazMunayGas International Group, known as cash pooling concept. Cash pooling
system was implemented in relation to cash availability from certain bank accounts of the Company, and
the direct effect will be transposed to the optimization of cash for the company, with impact in the interest
income. According to the cash pooling system, in terms of assets presentation, the amounts available at
WKHHQGRIWKHUHSRUWLQJSHULRGLVUHIOHFWHGLQWKHVWDWHPHQWRIILQDQFLDOSRVLWLRQLQWKHOLQH³Availabilities in
cash pooling system´'XULQJWKHUHSRUWLQJSHULRGWKHDYHUDJHEDODQFHRIPDVWHUDFFRXQWZDV
RON 47,832,819, generating interest in amount of RON 3,746,786. The value of these receivables as of
31 December 2024 was of RON 47,109,341
.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
52
21. PRESENTATION OF THE AFFILIATED PARTIES (continued)
Description
Validity term
Contract
Date
Maturity
Date
Interest rate
Currency
Principal
Interest
receivable
as of
31 December
2023
Balance existing
as of
31 December
2023
Interest
receivable
as of
31 December
2024
Balance
existing
as of
31 December
2024
Cash Optimization System
implementation of The KMG
Rompetrol Group companies
(cash pooling)
12 months, with
automatically
extension
15-Sep-14
15-Sep-25
Based on
ROBOR
OVERNIGHT
RON
Depending on the
working capital
needs
342,278
50,388,545
291,278
46,818,063
Total
342,278
50,388,545
291,278
46,818,063
On 17 October 2019, KMG International NV issued a deed guarantee in favor of the Company for an amount up to 30 million USD, in connection with the current
cash pooling contract.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
53
22. COMMITMENTS AND CONTINGECIES
Guarantees to third parties
The service providing contracts concluded with our main customers contain clauses referring to creation
of performance guarantees through a guarantee granting instrument issued under the provisions of the
law, by a bank or insurance company, i.e. Letters of Bank Guarantees.
The detail of the collateral accounts on 31 December 2024 and 2023 for the Letters of Bank Guarantee is
enclosed in Note 12 and Note 16.1.
Transfer pricing
)LVFDOOHJLVODWLRQLQ5RPDQLDLQFOXGHVWKHSULQFLSOHRI³PDUNHWYDOXH´DFFRUGLQJWRZKLFKWUDQVDFWLRQV
between affiliated parties must be conducted at market value. Taxpayers which conduct transactions with
affiliated parties must prepare and readily present to Romanian fiscal authorities at their written demand
the transfer price file. The failure to present the transfer price file or the presentation of an incomplete file
may lead to application of penalties for nonconformity; in addition to the content of the transfer price file,
the fiscal authorities might interpret differently the transactions and circumstances than the interpretation
of management and, as a consequence, might impose additional fiscal obligations resulting from
adjustment of transfer prices. The management of the Company is considering that it will not suffer losses
in case of a fiscal control for the verification of transfer prices. However, the impact of possible different
LQWHUSUHWDWLRQVRIWKHILVFDODXWKRULWLHVFDQ¶WEHHVWLPDWHG
Litigation
The Company is involved in a litigation file having as object a call for guarantee concerning a provision of
services, the amount of the claims being approximately RON 697,000. The Company lawyer informed the
management about the status of the litigation file, to the effect that based on the information/documents
and the arguments of the parties, currently included in the file before the Court, there are no indications
that could lead to a possible admission of the call for guarantee filed against the Company. Therefore, no
provision for litigation was recorded in these financial statements.
During 2023, for the same amount, the Company filed a request for the refund of wrongfuly executed
guarantee, case in which the court ordered, during 2024, the application to be granted and ordered the
FRPSDQ\¶VFXVWRPHUWRUHIXQGWKHDPRXQWILQDOGHFLVLRn was issued, no right for appeal anymore). The
amount was collected on April, 2024 (details in Note 14).
23. OBJECTIVES AND POLICIES FOR THE FINANCIAL RISK MANAGEMENT
The risk of the interest rate
¾ Loans received: the company is not involved in any loan contract and therefore not exposed to
risks regarding the movement of the interest rate;
¾ Loan granted: for the loans granted presented in note 21 (Availabilities in cash pooling system),
the income from interest varies, depending on OVERNIGHT ROBOR.
Considering the cash availabilities of the Company which are managed through cash pooling system, the
FXUUHQWLQFUHDVHGLQWHUHVWUDWHVKDYHSRVLWLYHLPSDFWRQWKH&RPSDQ\¶Vfinancial result.
If interest rates would have varied with + / - 1 percent and all other variables would have been constant,
the net result of the Company as of 31 December 2024 would increase / decrease with RON 486,822
(2023: increase / decrease with RON 481,409).
Risk of the exchange rate variations
Most of the transactions of the company are in RON. Depending on the case, the structure of the
amounts available in cash and the short-term deposits are also being adapted.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
54
23. OBJECTIVES AND POLICIES FOR THE FINANCIAL RISK MANAGEMENT (continued)
The difference between the entry of the amounts in foreign currency and their repayment cannot
JHQHUDWHWKURXJKWKHYDULDWLRQRIWKHH[FKDQJHUDWHVLJQLILFDQWLPSDFWLQWKH&RPSDQ\¶VILQDQFLDO
position.
Foreign currency sensitivity
The following tables demonstrate the sensitivity towards a possible reasonable change (5%) of the
exchange rate of the USD dollar, EUR, all other variables being maintained constant.
The impact over the profit of the company before taxation is due to the changes in fair value of the assets
and monetary debts. The exposure of the company to the foreign currency modifications for any other
foreign currency is not significant.
Total
5%
5%
RON
USD
EUR
31 December 2023
Balance
(63,333)
(1,386)
(61,947)
Monetary assets
31,468
619
30,849
Monetary liabilities
(94,802)
(2,005)
(92,796)
31 December 2024
Balance
(134,973)
(20,408)
(114,565)
Monetary assets
2,649
968
1,680
Monetary liabilities
(137,622)
(21,376)
(116,246)
The credit risk
The company treats the crediting of its customers procedural, with flexibility through the stable contracting
strategy as an essential mechanism for the risk repartition. The unfavorable conditions of the current
market environment might impact our existing customers of the company, but the Management
permanently monitors the receivables, collections and potential impairments. Having a constant
customers structure ensures a level of overdue receivables which does not vary significantly from one
period to another.
The market risk
The geopolitical context and the uncertainty faced by the region during this period triggered an increase in
the purchase prices for the goods and services contracted by the company for the current activities, but
also a fluctuation in delivery terms. However, Management is constantly looking to align to the current
market condition the service tariffs as well as the type of services rendered.
Taking into consideration the structure and continuance of trade contracts, it can be highlighted as
important clients SC OMV Petrom SA and SNGN Romgaz SA concentrating around 87% of the total
turnover registered for the financial year 2024.
Cyber risk
The progress made toward digitalization certainly brings great benefits, however as the use of new
technologies and their capabilities increases, so do the risks derived from their exposure in cyberspace,
the reliance on the systems deployed and the information generated by the Company. The risks are not
only technical but also business related and may lead to operational disruptions, fraud or theft of sensitive
information.
In 2022, we were subject to an attempt to gain unauthorized access to our computer network and
systems, which did not result in major operational disruptions and have not had a material adverse effect
on us, however this kind of events may occur in the future.
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
55
23. OBJECTIVES AND POLICIES FOR THE FINANCIAL RISK MANAGEMENT (continued)
The Company continuously improves cyber security capabilities. and supervise the cyber security activity,
ensuring the protection of the confidentiality, integrity and availability of data. Also, the Company
continuously educates their employees and partners about cyber security risks and support them to act in
a responsible way.
Impact of sanction risks and conflict in Ukraine
In the context of the military conflict between Russia and Ukraine, started on 24 February 2022, the EU,
USA, UK and other countries imposed various sanctions against Russia, including financing restrictions
on certain Russian banks and state-owned companies as well as personal sanctions against a number of
individuals.
Considering the geopolitical tensions, since February 2022, there has been an increase in financial
markets volatility and exchange rate depreciation pressure.
These events continue to affect the activities in various sectors of the economy, resulting in increases in
European energy prices and increased risk of supply chain disturbances.
7KH&RPSDQ\GRHVQRWhave direct exposures to related parties and/or key customers or suppliers from
those countries since the Company and its main customers activate only on local market, therefore the
most recently sanctions imposed against Russia do not to have an direct LPSDFWRQWKH&RPSDQ\¶V
activity.
$WWKLVVWDJH0DQDJHPHQWGRHVQ¶WH[SHFWWKDWVXFKFRQIOLFWZLOOKDYHDVLJQLILFDQWQHJDWLYHimpact on the
&RPSDQ\¶VRSHUDWLRQVDQGRQWKHUHFRYHUDEOHYDOXHRIWKH&RPSDQ\¶VORQJWHUPDVVHWV
Liquidity risk
The Company monitors its risk of a shortage of funds using a liquidity planning tool.
7KH&RPSDQ\¶VREMHFWLYHLVWRPDLQWDLQDbalance between continuity of funding and flexibility through the
efficient use of working capital. Approximately 67% RIWKH&RPSDQ\¶VGHEWZLOOPDWXUHLQOHVVWKDQRQH
year at 31 December 2024 (2023: 48%) based on the carrying value reflected in the financial statements.
The Company assessed the concentration of risk with respect to chargeability of its debt and concluded it
to be low.
The table below details the profile of the payment terms of the financial liabilities of the Company, based
on contractual payments:
Trade payables and similar liabilities
On
demand
Under
3 months
Between 3 and
12 months
Between
1 and 5
years
Over
5 years
Total
Trade payables - third parties
42,473
2,914,858
428,638
198,562
-
3,584,531
Trade payables with affiliated entities
316,169
421,501
-
-
-
737,670
Lease liabilities
-
435,840
1,986,325
6,383,472
-
8,805,636
Dividends to be paid
5,419,839
-
-
-
-
5,419,839
Other liabilities
-
-
-
-
-
-
Total year 2023
5,778,481
3,772,199
2,414,963
6,582,034
-
18,547,676
Trade payables and similar liabilities
On
demand
Under
3 months
Between 3 and
12 months
Between
1 and 5
years
Over
5 years
Total
Trade payables - third parties
81,035
4,156,599
111,463
463,022
-
4,812,118
Trade payables with affiliated entities
416,854
243,513
-
-
-
660,367
Lease liabilities
-
423,120
1,928,985
3,820,702
-
6,172,807
Dividends to be paid
3,926,559
-
-
-
-
3,926,559
Other liabilities
-
-
-
-
-
-
Total year 2024
4,424,448
4,823,232
2,040,447
4,283,723
-
15,571,851
ROMPETROL WELL SERVICES SA
NOTES TO FINANCIAL STATEMENTS
For the year ended as at 31 December 2024
DOODPRXQWVH[SUHVVHGLQ/HL³521´XQOHVVRWKHUZLVHVSHFLILHG
56
24. AUDIT EXPENSES
Costs for audit services with the financial auditor recorded during the financial year ended 31 December
2024 were in amount of RON 103,482 (2023: 99,289 RON).
All paid fees refer to auditing services on individual financial statements prepared by the Company in
accordance with Order of Minister of Public Finance no. 2844/2016.
25. EVENTS SUBSEQUENT TO THE REPORTING PERIOD
On 24 March 2025, the Board of Directors approved the proposal to distribute gross dividends in amount
of RON 10.237.307 RON, respectively 0,036799 / share, proposal on which the General Ordinary
Meeting of the Shareholders that will take place on 28 (29) April 2025 shall decide.
The Financial Statements from page 1 to page 56 were approved by the Board of Directors in
27 March 2025 and are signed in his name by:
Administrator,
Prepared by,
FLOREA Georgian Stefan
MOISE Luiza-Roxana
Finance Manager
Signature
Signature