ANNUAL REPORT
under N.C.T.S. Regulation no. 5/2018 for the financial year 2024
Date of the report: 28.04.2025
Denomination IAR S.A.
Registered Office: No. 34, Herman OBERTH Street, Ghimbav city, Brasov county
Telephone/ fax number: 0268-475107; 0268-476981
Sole Registration Code with the Trade Registry: 1132930
Serial number in the Trade Registry: J08/IV/21.01.1991.
Regulated market where the issued securities are traded: The Bucharest Stock Exchange, the
Equities Sector - Standard Class actions
Subscribed and paid capital: 47,197,132. 50 RON
The main characteristics of the securities issued by the company: 18,878,853 nominal shares,
dematerialized, having a nominal value of 2.50 lei each.
1. ANALYSIS OF IAR S.A.'S ACTIVITY
1.1.a. The core activity of the company
The main activity carried out by the company is the one set out in Class 3030 - "Manufacturing of
aircraft and spaceships”, which belongs to Group 303 - "Manufacturing of aircraft and spaceships”,
division 30 – “Manufacturing of other means of transport”
The object of activity (both the primary and the secondary), stipulated in the Constitutive Act of
IAR S.A., consists of activities defined and codified in accordance with the Classification of
Activities of the National Economy - NACE, as updated by Order No. 337 /20.04.2007, issued by the
President of the National Institute of Statistics.
1.1.b. IAR S.A. was founded on 28.01.1991 by the reorganization of the Aeronautics Manufacturing
Enterprise Ghimbav, the legal basis for constitution being the G.D. 1200/1990.
1.1.c. Mergers or significant reorganization during the financial year 2024 - not applicable.
1.1.d. Purchases or disposals of assets
In 2024, IAR S.A.did not alienate share capital.
During the year under review, the company made a series of upgradings of its production facilities,
purchases of machine-tools, production accessories, small equipment and IT products, amounting
11,380,797.55 lei. This value contains payments made for the upgrade works of the procution
facilities, purchase of machine-tools and equipment.
Such acquisitions are set out in section 2.1.
1.1.e. The economic and financial results registered by the company at the end of 2024 show that
IAR S.A. registered profit incurred both by its operational activity (labour) and by its overall activity,
the company continuing to be a profitable company.
1.1.1. Items of general evaluation
At the end of 2024, the major financial indicators registered by IAR S.A. are as follows:
FINANCIAL INDICATOR
IEB FORECASTS 2024 (lei)
ACHIEVED 2024 (lei)
1. Net turnover
487,845,000
381,619,358
2. Sold output
407,845,000
285,809,842
3. Total revenues, of which:
528,300,000
419,942,949
- operating revenue
518,000,000
411,944,784
- financial revenue
10,300,000
7,998,165
4. Total expenses, of which:
492,800,000
384,330,245
- operating expenses
489,200,000
380,983,370
- financial expenses
3,600,000
3,346,875
of which: interests
1,000,000
1,296,898
5. Gross profit
35,500,000
35,612,704
6. Net profit
29,820,000
31,544,924
About the quality management system (QMS) implemented in IAR S.A., we state the following:
- the quality management system implemented at IAR S.A., is certified by AEROQ Bucharest both in
accordance with SR EN 9001 (certificate no. 007 originally issued in 1997 and renewed every 3 years with
yearly surveillance audits, the latest re-certification given on 14.05.2024 expiring on the 13.05.2027) and
according to SR EN 9100 (certificate no. 004A- originally issued in 2008 and renewed every three years with
annual surveillance, the last recertification on 14.05.2024, expiring on 13.05.2027).
- IAR S.A. is authorized by the Romanian Civil Aeronautical Authority, both as an organization of production under
EASA PART 21G (Certificate RO.21G.0006, originally issued in 2009, with unlimited validity and annual surveillance,
current issue 30.08, 2021) and as a maintenance organization under the EASA PART 145 (Certificate RO.145.009 /
2009 originally issued in 2009, with unlimited validity and annual surveillance, current issue no 11 dated 26.11.2024)
- The company is certified by Airbus Helicopters Romania SA as a supplier for the military products namely for
maintenance works on the airframes of Puma and Alouette III helicopters, PUMA helicopter equipment
maintenance, manufacturing of spare parts for Puma and Alouette III helicopters, laboratory testing, metrology,
and for manufacturing of spare parts and subassemblies for Airbus Helicopters, former Eurocopter SAS (initially
Certified in 2010 and renewed annually).
- IAR SA IAR S.A. is certified by the National Military Aeronautical Authority as a design organisation in
accordance with RMAR PART 21J (Certificate RO.AAMN.21J.00003, issued on 07.04.2023 at edition no.1,
with unlimited validity and annual surveillance).
1.1.2. Technical level assessment of IAR S.A.
1.1.2.1. The main products manufactured and services provided
The products and services offer of the company may be structured as it follows:
- IAR 330L Puma helicopters all versions (Airbus Helicopters license): manufacturing of spare
parts, maintenance, repairs, upgrades, training pilots and technicians, technical assistance;
- IAR H 215M helicopters in cooperation with Airbus Helicopters
The dynamics of the product offer is a consequence of the following modernization programs
carried out in recent years:
- IAR 330L Puma helicopter upgrade with SOCAT, NATO and NAVAL systems;
- SA/IAR 330 Puma helicopter upgrade to the SA 330 SM version;
- IAR 330 L Puma Search&Rescue version upgrade.
1.1.2.2. Sales Markets
a. Current markets
The national market (Romania)
The main local customers of the company's products are:
- The Components of the National System of Defence, Public Order and National Security: the
Ministry of National Defense, the Romanian Intelligence Service;
- Airbus Helicopter Romania S.A. (former Eurocopter Romania S.A.)
- Turbomecanica București
For the above-mentioned, IAR S.A. runs maintenance, repair and overhaul services for 316B
Alouette III and IAR IAR 330 Puma helicopter fleets held by local beneficiaries, as well as upgrade
services, according to requirements of their beneficiaries.
IAR SA cooperates with the joint venture company Airbus Helicopters Romania S.A.(former Eurocopter
Romania S.A.), by providing maintenance and repair services for helicopter parts, as well as providing
spare parts for the SA 330 Puma helicopters for own use.
For the Components of the National System of Defense, Public Order and National Security,
framework agreements and contracts for the provision of services, signed in previous years, were
developed and finalized in 2024, contracts which had as their object:
- the supply of major aggregates, equipment and spare parts in order to ensure logistical support
during the life cycle of the military helicopters type IAR 330 Puma;
- provides repair and maintenance services for IAR330 Puma equipment and helicopters, as well as
technical assistance works at the headquarters of the beneficiary military units.
In 2024, framework agreements and contracts were negotiated and signed, for the following years,
with the following objects:
- repair services of medium and high complexity to some equipment/units/mechanical
assemblies/components specific to the IAR-330 Puma L/M/S L-R.M helicopters, medium complexity
repairs performed under the technical assistance regime at the beneficiaries' headquarters;
- supply of spare parts, tools, devices, verifiers and ground machines as well as equipment
necessary to ensure integrated logistical support during the life cycle of the IAR-330 Puma
L/M/S L-R.M helicopters.
Sales by product type on the local market
Percentage of total sales on the local market
y. 2021
y. 2022
y. 2023
y. 2024
IAR 330 PUMA helicopters upgrade+ Overhaul, IAR
316B helicopters Overhaul, IAR 330 and 316B Helic.
Major repair works
43.91%
57.3%
51.81%
61.14%
Spare parts and services for helicopters
53.59%
40.92%
45.69%
36.24%
Aircraft - related miscellaneous
0.64%
0.83%
0.08%
0.23%
Non-aircraft - related miscellaneous
1.86%
1.22%
2.42%
2.39%
International market
The main external customers / markets for the company's products are:
- Pakistani Army/ Aviation (by AEROTEH SA) - PAKISTAN
- Lebanese Air Force - LEBANON
- AIRBUS HELICOPTERS FRANCE/GERMANY (by AIRBUS HELICOPTER ROMANIA S.A.)
For the above-mentioned, IAR S.A. runs maintenance, repairs and overhauls, spare parts supply and services
for IAR 330 Puma helicopter fleets held by external beneficiaries.
In 2021, IAR SA concluded an important collaboration agreement with DGP Pakistan Army Aviaton
for the capital repair of 330 PUMA SM helicopters at IAR SA and the respective support through
spare parts, equipment repairs, services of 330 PUMA helicopters operated by the Pakistani partner.
The first part of the contract ended in 2023 with the delivery of two 330 PUMA SM helicopters capital
repaired at IAR SA and the supply of services and spare parts related to the first Part of the contract. In 2024
were deliveried spare parts, repairs and services contracted with the Pakistani partner.
IAR SA provides maintenance and repair of helicopters components services, spare parts for the SA 330
Puma helicopters for AIRBUS HELICOPTERS.
Percentage of total sales on the external market
y. 2021
y. 2022
y. 2023
y. 2024
0.00%
0.00%
56.78%
0.00%
100.00%
100.00%
43.22%
100.00%
0.00%
0.00%
0.00%
0.00%
The pro-rata of each product/service of all sales in the historical period:
Sales by type of product
Percentage of total sales
y. 2021
y. 2022
y. 2023
y. 2024
IAR 330 PUMA and IAR 316B helicopters
upgrade+ Overhaul, IAR 330 PUMA and IAR 316B
helicopters revisions.
43.91%
46.25%
52.86%
59.19%
IAR 330 and 316B Helic.major repair works, spare
parts and services for helicopters
53.59%
52.09%
45.16%
38.27%
Aircraft-related miscellaneous
0.64%
0.65%
0.07%
0.21%
Non-aircraft –related miscellaneous
1.86%
1.00%
1.91%
2.33%
b. Potential markets
Potential local market
IAR SA aims to ensure service maintenance, repair and overhaul services for IAR 330 Puma helicopter
fleets held by local beneficiaries, as well as upgrade services, according to requirements of these
beneficiaries.
IAR SA aims to continue in the future its cooperation with the joint venture company Airbus Helicopters
Romania S.A.(former Eurocopter Romania S.A.), by providing maintenance and repair services for helicopter
parts, as well as providing spare parts for the SA 330 Puma helicopters.
IAR SA is also concerned with the involvement in meeting the currently existing off-set obligations
and that will result following the initiation of strategic programs to equip the public institutions in
Romania in the following directions:
a) manufacturing of aircraft structures activities
b) manufacturing activities for aircraft electrical wiring and electric panels for aircraft
c) other aviation-profiled activities.
Potential external market
IAR SA aims to increase the volume of orders and services to support 330PUMA helicopter fleets
held by various external beneficiaries.
1.1.2.3. New products in question, which will need a substantial amount of assets affected to in
the financial year 2025:
The company IARS A has signed with Airbus Helicopters France the General Contract regulating the industrial
and commercial cooperation concerning the execution at IAR SA of the H215/H215M helicopter
customization works and transformation into IAR-H215M, the manufacture of subassemblies and the
execution of maintenance works (MRO) for the whole life cycle of this type of helicopter, as well as the
manufacture of other component parts for the manufacturing and distribution chain of Airbus Helicopters
France.
Based on the provisions of this general contract, the company's management is in negotiations with
the representatives of Airbus Helicopters France for the acquisition of the license to manufacture the
H215/H215M helicopter in Romania.
In this regard, IAR SA intends to allocate the necessary financial resources for the acquisition of this
license and for the actions deriving from it (training of personnel, obtaining certifications and
authorizations, etc).
1.1.3. Evaluation of technical and material supply activity
Given that the manufacturing/repair of aircraft fully complies with both requirements on materials
and on equipment used, and with the requirements under which suppliers must have specific
authorization, technical and material supply was made mainly from import, from certified suppliers.
IAR S.A. chose established, world-renowned companies as external suppliers, such as Airbus
Helicopters, Elbit Systems, Rokwell Collins, Safran, Thales, Northrop Grumann, etc. . The products
purchased from them give the guarantee of quality, reliability and safety in operation.
The main local suppliers are, on the one hand, those working in the field of aeronautics
(Turbomecanica SA, Aeroteh SA and Aerofina SA in Bucharest, Aerostar SA Bacau, Airbus
Helicopter Romania SA) and, on the other hand, suppliers of raw materials which meet the quality
standards required by manufacturing licenses used by IAR S.A..
Long-lasting cooperation with local providers confer the security of contractual relationships
concluded by IAR S.A. with them.
Prices are established through direct negotiations with the suppliers.
The company ensures its utilities, under contract, from Electrica S.A. Brasov Branch - electricity, Distrigaz
S.A. Brasov Branch - methane gas, R.A. Olt Water Directorate Rm Valcea, S.G.A. Brasov - water.
1.1.4. Evaluation of the sales activity
1.1.4.1. The evolution of sales on the local and external markets. Perspectives
Capitalization of the company's products in 2024 was achieved both on the local market (96.08% of
total sales), as well as on the external market (3.93% of total sales).
a. Export activity
Export sales actions were conducted on the following distinct relationships: Pakistani MoD, Lebanon MOD.
The value of exports under the orders and contracts of 2024 amounted to 2,454.75 thousand EUR.
Comparing the period 2021-2024, in terms of types of product recovery, shows that no changes occurred
in the exports' structure:
% of achieved
annual export
upgraded
helicopters
spare parts and services
for helicopters
airplanes - spare
parts and repairs
y. 2021
0%
100%
0%
y. 2022
0%
100%
0%
y. 2023
56.78%
43.22%
0%
y. 2024
0%
100%
0%
b. Sales on the local market
Locally there were developed and implemented in 2024 orders and contracts amounting to
369,741.63 thousand lei (VAT excluded). This value represents helicopters upgrade, product, repairs
/ overhauls of helicopters, spare parts, services, technical assistance and materials as follows:
1. the National Security System components: 324,390.06 thousand lei (VAT excluded),
2. various local customers: 45,351.57 thousand lei (VAT excluded).
c. Opportunities. The prospect of sales on medium and long term
- the local market
1 IAR SA interest in providing maintenance, repairs and overhauls for the helicopter fleets of IAR 330 L
PUMA owned by internal beneficiaries, as well as works of upgrade, according to the requirements of the
beneficiaries.
2 Continuing the collaboration with Airbus Helicopters Romania SA, by providing maintenance and repair
of helicopter components, as well as the works on the spare parts manufactured by IAR SA for the helicopters
SA330 Puma.
3 Involvement of IAR SA in covering the existing offset obligations and those that will arise as a result of
the initiation of the strategic programs for the endowment of public institutions in Romania, as follows:
a. manufacturing activities of aircraft frames
b. activities of manufacturing electrical wiring and panels for aircraft
c. other aviation-oriented activities
4 Involvement of IAR SA in the future helicopter acquisition programs of the institutions within the
National Defense System:
The involvement of IAR SA in the multi-role helicopter program will be made in accordance with
the provisions of the Definitive Cooperation Agreement signed between Airbus Helicopters and
IAR SA, having as object the industrial and commercial cooperation regarding the execution of
H215/H215M Helicopter Customization Works, and turning it into IAR-H215M, subassembly
manufacturing and maintenance works (MRO) throughout the lifecycle of this helicopter, as well as the
manufacturing of other components for the Airbus Helicopters manufactiring and distribution chain.
IAR SA will be the first contractor in relationship with the Romanian MOD to purchase this type of helicopter,
and will be authorized by Airbus Helicopters as the IAR-H215M Helicopter Customization Center.
On the same model, a cooperation agreement is signed for the customization of the H145M multi-
role helicopter for the Ministry of Defense.
5. IAR SA is interested in entering a partnerships for the industrialization of any helicopter models
needed by the National Defense System Forces, as well as for ensuring the maintenance, repair
and overhaul of these types of helicopters, throughout their life cycle.
- the external market
1 IAR SA involvement in overhaul and upgrade works for 330 PUMA SM helicopter fleets operated by
external beneficiaries, including ongoing support with spare parts, services and equipment repairs.
2 IAR S.A. plans to take over the off-set obligations relating to public procurement contracts
concluded by the Romanian government bodies with foreign companies.
1.1.4.2. The competitive situation in the business environement of the IAR S.A.Company
The main competitors of the IAR S.A.Company's products are the following:
Crt
no.
Product or group
of products
Competitor
on the external market
1
PUMA helicopter
Airbus Helicopters – H225, Sikorsky USA – S92, UH 60L, NH Industries
(European corporation) – NH 90
1.1.4.3 The dependence of the company on a single customer or on a group of customers
The local beneficiaries of IAR S.A.'s products and services are components of the National Defence
System, Public Order and National Security.
In order to observe the conditions for maintaining the airworthiness of the helicopter fleets owned by
these local customers, it is necessary to periodically perform maintenance/repair/overhaul works and
services, so that the budget allocations for these institutions have a strong impact on IAR S.A..
1.1.5. Evaluation of the company's employees/ personnel aspects
1.1.5.a The number and level of training of the company's employees. The unionisation degree
In the organization structure of IAR S.A. the following can be identified:
a) the departments directly subordinated to the General Manager of IAR S.A., including the Quality Department;
b) the Development-Production Division, which includes the design, software / calculation / certification
departments and training departments/production follow-up, engineering, production facilities;
c) the Economic and Commercial Division, which includes the economic and commercial departments.
On the 31st of December 2024, the company had the following personnel structure which does
not differ substantially from the years 2022 and 2023:
- chief executive officers
2
- heads of departments
18
- upper education
104
- specialized secondary education
26
- foremen
10
- technical quality inspectors
12
- workers
195
-support workers
10
- understudies workers
3
The average age of the personnel employed in IAR S.A. at the end of 2024 was 49.18 years at
company level, considering that the average age with men was of 49.46 and with women of
48.24. On the 31st of December 2024, men represented 77.37% of the total personnel, the difference
being represented by women.
Of the total employees of the company, 54.73% are members of the Free Independent Union "ICA”.
1.1.5.b Relationship between the manager and employees. Conflicting elements.
The foundation of labor relations within IAR S.A is the Collective Labor Agreement applicable at company
level. Both the Management and the Executive Boards of IAR S.A. consistently showed an attitude of
cooperation and understanding towards the employees of the company and, therefore, the representatives of
F.I.U. "ICA". During 2024, in IAR S.A., no labor disputes or conflicting elements were recorded.
1.1.6. Evaluation of the impact of IAR S.A.'s core business on the environment in 2024
IAR SA's activity is regulated in terms of environmental protection by means of the Integrated Environmental
Authorization no. BV1 of 18/07/2014 issued by the Environmental Protection Agency Brasov, revised on
24.05.2019, valid in concordance with Decision No 467/17.07.2024, which also includes the Water
Management Authorization no. 66 of 09.06.2021 issued by the Water Management System Brasov, valid until
09.06.2026.
In these regulatory acts are set the conditions and operating parameters for existing activities, ensuring that the
unit complies with the provisions concerning integrated pollution prevention and control.
Environmental protection activities during 2024 were conducted in accordance with the specific requirements
of environmental legislation and requirements of three environmental permits held by IAR SA.
It should be noted that IAR S.A. has taken all necessary steps to obtain the environmental permits required
by the town planning certificates related to the retrofit / upgrade / relocation works performed on the fixed
assets Final Painting Workshop, Firefighting Space and Garage, being issued the Report regarding the
conformity verification no. IAR-I-24-1300 of 19.11.2024, confirming compliance with the conditions of the
Decision of the Stage of Enabling Stage no. 173 dated 12.08.2022.
During 2024 the company monitored the quality of environmental factors: water, air, soil, in
collaboration with accredited companies and laboratories: ECOSIMPLEX NOVA Bucharest for air
emissions, ECOBREF Brasov for audits and specialized environmental documentation, SGA Brasov
for waste water analysis, REMAT Brasov, COMPREST and SC ECO ELA IMPORT EXPORT SRL
for the collection and disposal of waste resulting from the company's activity. During 2024, the
minimum value of 2mg/l for ammoniacal nitrogen in treated water (effluent) was exceeded. As a
result of this, the work for the connection to the sewerage network of the Brasov Water Company
was started, which is being finalized, for which the Building Permit was issued and the works,
including the implementation of a water quality monitoring system, were completed.
During checks on the line of environmental protection and environmental law compliance made by
the Environment Guard - Brasov County Commission, the Romanian Waters National
Administration -Division Olt Basin and the Water Management System Brasov, it has been found
that IAR SA meet their environmental obligations.
1.1.7. Evaluation of the research and development activities – the company does not carry
out research and development activities, thus having no necessity in applying specific policies in this field.
IAR S.A. has a design organisation, certified in accordance with RMAR 21 J. by the National
Military Aviation Authority. The design workshops provide support for production and maintenance
activities and carry out helicopter modernization projects according to contractual requirements.
The IAR design organisation continued design activities for new product variants as required by
the Air Force and the Naval Forces. The design work for these products was started at the end of
2022 and will continue during 2024-2025 with the execution design and
certification/qualification activities.
The IAR design organisation continued the activities to define a new customised helicopter according
to the requirements of the Naval Forces, activities that have been materialised by finalising the
technical specification and contracting the product. The design work for will run for a period of 5
years and will be completed with product certification and qualification in the first half of 2029.
As can be seen from the above, IAR SA has the experience, certifications and full capacity to develop and
manufacture new aeronautical products, and has the ambition to participate in the development of an
ecosystem of research-development-innovation and technology transfer in the aerospace industry in the
Center Region, which is why, since 2020 it has been carrying out activities to access and use European
funds, managing to access two European funds by the end of 2024. The activities concerned are the
following:
1. Establishment and operationalization of the IAR Science and Technology Park, which will be
the first of its kind in Romania and will become the pole of Romanian research and innovation in the
field of aviation and aeronautics.
Up to date, non-reimbursable funds amounting to 736,049.40 lei, VAT excluded, have been accessed,
on POAT, for the preparation of the project. The project has been realized and the amount of money
has been fully disbursed, according to the calls that will be eligible, for the implementation of the
project, which has a total budget of 38,997,723.43 lei, VAT excluded. The proceedings are ongoing.
2. IAR SA Brasov has accessed through PNRR, as a partner in the Consortium for Dual Education
Brasov, non-reimbursable funds totaling 107,000 lei for a period of 5 years, which will be used for
the purchase of technological equipment and the realization of practical activities of students in dual
education, with which IAR SA Brasov has signed contracts.
3. There are also concerns about attracting other funds for green energy and technology development.
The Brasov Science and Technology Park project, initiated 2 years ago, continues the steps for its
realization, it falls within the "Smart Specialization Sector 3.2. - Aerospace Industry", IAR being
identified by RDA Center in the "Smart Specialization Strategy of the Center Region 2014-2020", as
being active in the region in the following fields:
- 3030 - Manufacture of aircraft and spacecraft
- 3316 - Repair and maintenance of aircraft and spacecraft.
The investment contributes to cross-cutting theme 4. Industrial modernization, creating an
infrastructure that can be used for manufacturing preparation, testing services, diagnostics,
maintenance, analysis, reliability, production process monitoring, certification of
laboratories/measuring equipment, production automation, technology transfer (modernization of
production processes through new technologies), development of materials and components, transfer
of research results - innovation in aeronautics and other fields (targeting new product development),
fab lab and open lab facilities (new prototyping and testing technologies).
The general objective of the project is the creation of the IAR Science and Technology Park with
relevance for the field of intelligent specialization in the aerospace industry in the Centre Region, and
the specific objectives are: the Refurbishment and extension of the existing buildings in which the
IAR Science and Technology Park will operate and the Equipping of the IAR Science and
Technology Park with hi-tech technology in the aeronautical field.
Primary objectives include the development of new UAV/UAS (generically UAVs/UAS) dual-
purpose flying machines, the development of other self-rotating flying machines, the development of
equipment used in secure communications and electronic warfare.
The funding was obtained for the realization of the project in 2023, through the POAT 2021-2027, an
activity that was fully carried out and for which the money was fully paid by the RDA Center
(736,049.40 lei, VAT excluded). The Park project being realized, we acted to identify other sources
of non-reimbursable or partially non-reimbursable funding, a sine qua non condition in order not to
be obliged to return the money granted by the POAT and to start the works at the Park.
Following the approaches made to RDA Centru and the research activities of the funding offers, a new
source of funding was identified, through REGIO, Program Region Centru 2021-2027, Priority 1, SO 1.1,
SO 1.4, Action 1.1, Intervention 1.1.2 - Development of Private RDI Capacities. The maximum eligible
amount of non-reimbursable funding requested is 3,500,000 euro, which represents 40% of the total
amount of investment. The total amount needed to operationalize the Park in minimum conditions is
about 7,500,000 euro, which makes the absorption rate of the funds within the maximum limit, the
remaining 60% to be provided by co-financing. In order to finalize the whole project, it will be necessary
to complete it by accessing other types of financing, hopefully with a lower co-financing rate from IAR
SA.
Once the funding has been obtained, the necessary premises will be built, within the limits of the required
funds, 2 laboratories will be equipped and a research project will be carried out, which will aim to produce
and homologate a UAV/UAS with dual use, 100% Romanian product.
1.1.8. Evaluation of the company's activity on risk management
In order to successfully achieve its general and specific objectives, IAR SA systematically identifies and
assesses the risks and opportunities generated by the internal and external context of the organization and
implements actions to keep the level of these risks within the approved tolerance limits.
IAR SA's risk management complies with the applicable legal and regulatory requirements, as well
as with the international standards for management systems, adopted in Romania and implemented
within the organization.
All risk management requirements specified in the Order of the General Secretariat of the
Government No 600/2018 on the approval of the internal managerial control of public entities and in
the standards for quality, environmental, occupational health and safety and energy management
systems are taken into account.
At the same time, the management of corruption risks is aligned with the requirements of the Anti-
Corruption Strategy in force, the Integrity Plan being developed and approved at the level of the
Company (in order to implement in IAR S.A. the provisions of art 58
1
paragraph 1 of GEO 109/2011
with subsequent amendments and additions and art 6, paragraph 1 of GD 1269/2021 on the approval of
the National Anti-Corruption Strategy 2021-2025 and its related documents).
Within IAR SA, the risk management process is an integral part of all documented organizational
processes, facilitating reasoned decision making and prioritization based on identified and assessed risks.
Risk management within IAR SA is transparent and participative, adapted to the external and internal
context of the organization and its own risk profile.
The entire risk management process is based on current information as well as future expectations, taking
into account the uncertainties associated with this information and expectations.
When changes are planned within the organization, analyses of the associated risks are carried out and
risk control measures are established by the functions involved.
Action plans are established and continuously improved, including to ensure business continuity
of the organization.
The risk profile and the risk tolerance limit shall be approved annually by the Director General on the
basis of the documents drawn up by the monitoring committee of the internal management control system
and the conclusions drawn during the annual risk management review.
Account shall be taken of both the number and level of risks identified, as well as their evolution over
time and, where appropriate, the opportunities identified and the capacity to exploit them.
The risk management policy is described in the procedure Risk and Opportunity Management in
Management System Processes, which is adopted in the company for the processes within the Quality
Management/Compliance Monitoring System (QMS), Safety Management System (SMS) and the
System for Managerial Internal Control (SCIM).
It provides an operational framework for process owners to apply an appropriate system to fulfill the
objectives of risk and opportunity management: identifying, assessing, evaluating, treating, managing,
monitoring and reporting risk or opportunity events.
The objectives of the risk and opportunity management policy are:
- to ensure high quality, relevant and usable risk analysis;
- to promote common risk management practices in IAR S.A. through continuous training and
communication activities;
- clear definition of roles and responsibilities for risk management activities at the company level;
- support the decision-making process at company level on risk reports and analysis;
- generating added value either from a resilience and business continuity or performance perspective.
The purpose of the risk management policy, from a safety point of view, is to provide IAR SA
management with early information about the formation and perpetuation of unsafe practices and
behaviors during the course of activities. The information comes from regular Safety Action Group
(SAG) reviews and is brought to the attention of management (Safety Review Board) whenever
needed, as well as in the Risk Management Review meeting.
The executive management of IAR SA:
- develop a culture of risk-based approach in all its processes and decisions and encourage
immediate reporting of any new risks identified by any employee
Indicators and target values shall be established for the annual general objectives and the resulting
specific objectives, defining how to calculate and assess the achievement of those indicators.
The general and specific objectives shall be updated whenever there are changes in the internal
and external context of the organization, either as a result of the identification of new objectives or
as a result of the identification of objectives that are no longer relevant.
Risks associated with general and specific objectives, process objectives, risks associated with
significant environmental issues, risks associated with compliance obligations, are identified and
analyzed within the risk management committees that exist at the Company level and are recorded
in the Risk Register.
Bribery risks are identified and assessed at least annually, taking into account threats and
vulnerabilities that could lead to corruption.
Consultation and communication with stakeholders are important links in the risk management
process.
- establishes, maintains and documents appropriate risk assessment methods, planning and
monitoring significant risk control measures
Procedures are established, maintained and continuously improved for the management of risks
associated with the organization's objectives and for the management of corruption risks.
The Risk Register specifies the results of the risk assessment and the measures to control them, as well
as target values for residual risk.
The monitoring committee of the managerial internal control system draws up and monitors the
management of risks associated with the organization's objectives.
The systematic evaluation of the effectiveness of risk control measures and the identification of
opportunities for improvement of the applicable procedures shall also be ensured by the internal audit
of the integrated management system and by public internal audit.
- allocates the necessary resources for risk management, including both those for
training/education/awareness-raising of employees and those needed to implement the measures
established to deal with the risks
Prioritization of the allocation of material, financial and human resources is done following the
identification and prioritization of risks.
All IAR SA staff is trained on risk management issues and the procedures applied by the
Company in this area.
- establishes clear responsibilities for staff involved in risk management
The risk management teams, risk officers, the monitoring committee of the managerial internal
control system, the security task force and the working group for the management of risks and
vulnerabilities specific to corruption have clearly defined responsibilities for risk management
documented in procedures, decisions of the IAR SA CEO and job descriptions.
- systematically reports relevant risk management data to stakeholders
The Monitoring Committee annually reviews the performance of the managerial internal control
system and how risks have been managed within the Society.
The results of the Monitoring Committee's analysis are included in the Management
Review Summary Report. This information is also made available to the Board through the
Risk Management Committee.
The monitoring of corruption risks is carried out through the preparation of a report on the status of the
implementation of preventive/control measures, which is submitted to the members of the working
group for the management of corruption risks and vulnerabilities for review, endorsed by the
coordinator of this group and then approved by the Director General of the Company.
The Risk Management Committee of the Board ensures that the control activities are in line with the
risks generated by the activities and processes subject to control, identifies, analyzes, evaluates and
monitors both the identified risks and the plan of measures to mitigate or anticipate them.
The Risk Management Committee also annually assesses the effectiveness of the risk management
system and advises the Board on IAR SA's current and future risk strategy.
1.1.9. Elements of perspective on the company's activity
1.1.9.a Presentation and analysis of trends, items, events or uncertainty factors that affect or
could affect the company's liquidity compared to the same period last year
IAR S.A. intends to provide maintenance, repairs and overhauls for the helicopter fleets
IAR 330 PUMA owned by internal beneficiaries, as well as upgrade works according to the
requirements of the beneficiaries, having concluded a series of framework agreements with
the components of the national defense, public order and national security system for the
period 2023-2026.
Running these agreements, in the following years the company IAR is able to load their production
capacities and those of its authorized subcontractors: Turbomecanica SA Bucharest, Aerostar SA
Bacau, Aerotech SA Bucharest and Aerofina SA Bucharest.
As arises from the action program which puts into practice the development strategy of the national
security industry in the aeronautic field:
- IAR S.A. will be involved in the national program for the purchase of helicopters by the
institutions of the National Defence System /other budgetary institutions - a program for the
next 10-20 years, which is why specific activities are currently being carried out to acquire the
production license for the H215 helicopters from the AIRBUS partner, with the support of the
relevant Romanian ministries and the French partner, and to ensure the financial resources,
technical, industrial, human and commercial conditions for the realization of a project of such
size and financial, economic and strategic importance for the Romanian state.
- The company has concluded a contract for the production of two H215 helicopters, in collaboration
with AIRBUS and foreign partners, which will equip the Romanian Naval Forces and plans to
develop production on this trend.
IAR S.A.will take the necessary measures to become a national center for helicopters maintenance as
per the Law 232 / 2016.
All measures contained in this program will influence positively, significantly, the dynamics of IAR
S.A.on medium and long term.
In the same time, IAR S.A. is looking for orders from other aviation companies, including
participation in covering their offset obligations.
However, should IAR SA become involved in the series manufacturing program of some subassemblies and
electrical wiring for medium and heavy helicopters that are to be manufactured this company with established
partners, the policies, strategies, activities and operations of the company will be significantly influenced.
In the future, IAR S.A. will continue to provide facilities and services for all economic agents within
the Aeronautical Technology Park Brasov.
Also, IAR S.A. may initiate/participate in other programs within the Aeronautic Technology Park, in
connection with starting the construction project of the International Airport Ghimbav - Brasov, such
as the development of airport facilities, providing heliport services, involvement in programs for
maintenance/upgrading of airplanes, assets rental.
The aim is to develop the infrastructure, to upgrade the company and to ensure the professional
training of staff at levels that ensure excellence in the field of activity.
The evolution of the current liquidity and immediate liquidity indicators over the last 4 years is as follows:
Indicator
Analysed period
31.12.2021
31.12.2022
31.12.2023
31.12.2024
Current liquidity indicator
2.42
1.56
1.99
20.55
Immediate liquidity indicator
0.72
0.84
0.83
6.03
1.1.9.b The presentation and analysis of the effects of capital expenditures, current or anticipated, on
the financial statements of IAR SA compared to the same period last year – not applicable
1.1.9.c The presentation and analysis of the events, transactions, economic changes that
significantly affect revenues from the core activity
Products and services that the company capitalizes both locally and for export are meant mainly for
budgetary users who, basically, are part of the national systems of safety and security forces.
For this reason, the number of agreements depends heavily on the beneficiaries’ needs, especially on
the budgetary allocations related thereto.
Increasing the budget allocation for the Ministry of National Defence in 2024 to 2.3% of GDP could
also have positive repercussions on IAR S.A., by increasing the volume of activity and, implicitly,
the company's turnover/net revenue.
In addition, implementing the development strategy of the security industry will significantly affect
revenues from the core activity of the company.
The initiation and implementation of the Government Ordinance 156/2024, on some fiscal-budgetary
measures in the field of public expenditure for the consolidated general budget for 2025, for
amending and supplementing some normative acts, as well as for the extension of some deadlines,
will have a negative impact on the development of society, investments and human resources with all
the consequences that ensue from here.
The conclusion of PUMA SM maintenance contracts will lead to a significant increase in export
volume in the coming years.
If IAR SA becomes involved in the series manufacturing program of the helicopters that are to be purchased
by Romania, the policies, strategies, activities and operations of the company will be significantly
influenced.
Factors that can play a significant role in the evolution of income are also the evolution of utility and
material costs and the level of inflation.
2. TANGIBLE ASSETS OF THE COMPANY IAR S.A.
2.1 The location and characteristics of the main production capacities owned by IAR S.A.
Currently, IAR S.A.'s assets are initially placed into 8 buildings, distinctively highlighted in the
patrimonial registers of the company.
The stated objectives of the company regarding its products and services offered to its main customers (see the
presentation at Chapter 1.1.2) lead to the achievment of extensive works of modernization of the production
facilities and of their machinery / machine-tools/ equipment / test benches / verification devices, etc.
To this it is added that much of the equipment and installations currently owned by the company have an
advanced degree of physical and moral wear, requiring them to be replaced with new, cutting-edge ones.
In order to accomplish these actions, the management of the company identified an investment
requirement for 2024 worth 21,874,000.00 lei, amount that will be affected by the value, unknown at
this moment, of the investments that should be made in order to ensure the minimum conditions
imposed by any future helicopter programs in which the company could be involved.
For the year 2024, the management of the company has identified a need for investments worth
21,874,000.00 lei, financed from its own sources, embodied in:
1) rehabilitation/modernization works carried out on existing tangible assets:
- rehabilitation ob. 2 (company administration building)
- rehabilitation ob. 101a
- relocation and modernization of quality assurance laboratorie
- connecting domestic and technological water pumping station to the Brașov Water Company,
- modernizing the heat treatment of steels
- warehouse for ensuring the logistic flow in objective 101
2) purchases of equipment, production accessories, small equipment, AMCs, the most important of
which are: thread rolling machine, Watkin type contour milling machine, stripping gangways, carbon
fibre injection machine, electrical cable splicing machine, wiring assembly and testing equipment,
fixed power supply, mobile external power supply, etc.
3) IT product purchases made/started/continued from 2022:
- implementation and development of an ERP enterprise resource planning system,
- action to modernize hard and soft components: multifunctional, servers, firewall, "IP telephony" solution.
The production capacities of IAR SA will undergo upgrades over the next few years through the
investments to be made by ensuring the technical and technological conditions necessary both for the
good development of productive activities and for the development of productive activities.
The unused assets after the reorganization of activities that occurred over time, which are not relevant
to the current and medium term development of the company, are in conservation, and they will be
valorised by rental or sale, as per the approvals given by competent management bodies.
2.2 The degree of wear of IAR S.A.'s properties is as follows:
- the buildings and objectives in which the company currently operates have a wear rate between 10% and
35% depending on the year of their putting into service and on the upgrade works they underwent.
- fixed assets, inventory items and technological equipment used have a wear rate of between 25%
and 50%, reaching in certain cases a higher level as well;
- the wear rate is between 30% and 60% on the production buildings and other objectives in the
construction category (buildings, roads and platforms) currently in conservation;
- external networks of heating, water/sewage, have a wear rate between 0% (the water and gas
network) and 25% (the others).
2.3 Issues of ownership of tangible assets owned by IAR S.A. - not applicable
3. The corporate governance statement
3.1. The statement of compliance with the Corporate Governance Code of BSE
The Statement of compliance of IAR SA in 2024 to the provisions of the Code of Corporate
Governance of BSE (The Comply or Explain Statement) is presented below:
The provisions of the Code of Corporate Governance
Complies
Does not,
or only
partially
complies
Reason of the
non-compliance
A1 - All companies must have an internal regulation of the Board
which includes terms of reference/responsibilities of the Board and
the key functions of the management of the company, which
applies, inter alia, the General Principles from Section A.
x
A2 - The provisions for managing conflicts of interest shall be
included in the Board’s Regulation. However, the Board members
must notify the Board on any conflicts of interest that have arisen or
may arise and refrain from participating in discussions (including
by no show, unless that no show would prevent the formation of
the quorum) and from the vote for adopting a decision on the
matter which is the reason of the conflict of interest.
x
A3 - The Board of Directors or the Supervisory Board
must be composed of at least five members.
x
A4 - The majority of the Board of Directors' members
must have no executive function. At least one member
of the Board of Directors or of the Supervisory Board
must be independent in the case of companies in the
Standard Category. For the companies in the Premium
Category, no less than two non-executive members of
the Board of Directors or of the Supervisory Board must
be independent. Each independent member of the Board
of Directors or of the Supervisory Board, as appropriate,
must submit a declaration at the time of his nomination
for election or re-election and when there is any change
in his status, indicating the elements on which it is
considered that it is independent in terms of its character
and judgment and based on the following criteria:
A.4.1. he/she is not a General Manager/chief executive of
the company or of a company controlled by it and has not
held such a function in the last five (5) years;
A.4.2. he/she is not an employee of the company or of a
company controlled by it and has not held such a
x
position in the last five (5) years;
A.4.3. he/she does not receive and did not receive
additional remuneration or other benefits from the
company or companies controlled by it, in addition to
those appertaining to a non-executive manager;
A.4.4. he/she is or was not an employee or has or had during the
previous year a contractual relationship with a significant shareholder
of the company, a shareholder who controls more than 10% of the
voting rights, or with a company controlled by him/her;
A.4.5. he/she does not have and did not have in the
previous year a business or a professional relationship
with the company or a company controlled by it, either
directly or as a customer, partner, shareholder, member
of the Board/Manager, general manager/chief executive
or employee of a company if, by its significant
character, this relationship may affect its objectivity;
A.4.6. he/she is not and has not been in the last three years the
internal or external auditor or associate partner or employee of the
current external financial auditor or of the internal auditor of the
company or of a company controlled by him/her;
A.4.7. he/she is not a general manager/chief executive of
another company where another general manager/chief
executive of the company is a non-executive manager;
A.4.8. he/she hasn't been the company's non-executive
manager for more than twelve years;
A.4.9. he/she does not have family connections with a person in
the cases referred to in paragraphs A.4.1. and A.4.4.
A 5 - Other commitments and permanent professional
obligations relating to a member of the Board, including
executive and non-executive positions in the Board of
some companies and non-profit institutions, must be
disclosed to shareholders and potential investors before
his/her nomination and during his/her mandate.
x
A 6 Any member of the Board must provide information on
any relation to a shareholder who holds directly or indirectly
shares representing more than 5% of all voting rights. This
obligation extends to any relationship which may affect the
member's position on issues decided by Board.
x
A 7 - The company must appoint a secretary of the
Board responsible for supporting the work of the Board.
x
A 8 - The corporate governance statement will inform you if
there was an evaluation of the Board under the President or the
nomination committee and, if so, it will summarize the key
measures and changes resulting from it. The company must
have a policy / guide on the assessment of the Board including
the purpose, criteria and frequency of the evaluation process.
x
A 9 - The corporate governance statement must contain
information regarding the number of Board meetings
and committees over the past year, the participation of
managers (in person and in absentia) and a report of the
Board and committees on their activities.
x
A 10 - The corporate governance statement must include
x
information on the exact number of independent members
of the Board of Directors or of the Supervisory Board.
A 11 - The Premium Category companies Board should
establish a nomination committee consisting of non-
executive members, who will lead the nominations
procedure of new members of the Board and make
recommendations to the Board. Most members of the
nomination committee must be independent.
x
Not applicable.
B 1 - The Board must establish an Audit Committee in
which at least one member must be an independent
non-executive manager. Most members, including the
chairman, must have shown to have adequate
qualifications relevant to the functions and
responsibilities of the committee. At least one
member of the Audit Committee must have
accounting or auditing experience proven and
appropriate. For companies in the Premium Category,
the Audit Committee must be composed of at least
three members and the majority of the Audit
Committee members must be independent.
x
B 2 - The chairman of the Audit Committee must be an
independent non-executive member.
x
B 3 - Among its responsibilities, the Audit Committee must
conduct an annual evaluation of the internal control system.
x
B 4 - The assessment must consider the effectiveness
and scope of the internal audit function, the adequacy of
the reports on the risk and internal control management
submitted by the Audit Committee of the Board, the
timeliness and effectiveness by which the executive
management resolves the deficiencies or weaknesses
identified during the domestic inspection and
presentation of relevant reports to the Board.
x
B 5 - The Audit Committee must assess conflicts of
interest in connection with the transactions of the
company and its subsidiaries with the related parties.
x
B 6 - The Audit Committee must assess the effectiveness of
the internal control and of the risk management system.
x
B 7 - The Audit Committee must monitor the
application of legal standards and generally accepted
internal audit standards. The Audit Committee must
receive and assess reports of the internal audit team.
x
B 8 - Whenever the Code mentions reports or analyzes
initiated by the Audit Committee, these must be
followed by periodic reports (at least annually) or adhoc
that must be submitted later to the Board
x
B 9 - No shareholder may be given preferential treatment in
relation to other shareholders and their affiliates.
x
B 10 - The Board must adopt a policy to ensure that any
transaction of the company with any of the companies with
which it has close relations whose value is equal to or greater
than 5% of the net assets of the company (according to the
latest financial report) is approved by the Board following a
x
binding opinion of the audit committee of the Board and
disclosed correctly to shareholders and potential investors, to
the extent that these transactions fall within the category of
events which are subject to reporting requirements.
B 11 - Internal audits must be conducted by a separate
structural division (internal auditing) of the company or
by hiring an independent third party entity.
x
B 12 - In order to ensure the fulfillment of the main
functions of the internal audit department, it should report
functionally to the Board through the audit committee. For
administrative purposes and within the obligations of
the management to monitor and reduce risks, it must
report directly to the general manager.
x
C 1 - The company must publish on its website the
remuneration policy and include a statement in the annual
report on the implementation of the remuneration policy
during the annual period under analysis. The remuneration
policy must be formulated so as to allow shareholders to
understand the principles and arguments underlying the
remuneration of the Board, the General Manager and the
Executive Board in the dualistic system. It should describe the
running of the process and the decision making process
regarding remuneration, detailing components of the
remuneration of the executive management (such as salary,
annual bonus, long-term incentives linked to shareholder
value, benefits in kind, pension and others) and describe
purpose, principles and assumptions underlying each
component (including the general performance criteria related
to all forms of variable remuneration). In addition, the
remuneration policy should specify the length of the Executive
Manager's contract, the period of notice stipulated in the
contract, and any compensation for unjust dismissal.
The report on remuneration must present the
implementation of the remuneration policy for the
individuals identified in the remuneration policy during
the annual period under analysis. Any significant change
occurred in the remuneration policy must be timely
published on the website of the company.
x
D 1 - The company must set up an Investor Relations
service - indicating to the public the individual / individuals
in charge or the organization unit. In addition to the
information required by the law, the company must
include on its website a section dedicated to Investor
Relations, both in Romanian and in English, with all
relevant information of interest to investors, including:
D 1.1 - The main corporate regulations: the constitutive
act, the procedures for shareholders assemblies;
D 1.2 - The professional resumes of the company's
management members, other professional commitments
of the Board members, including executive and non-
executive positions in the boards of directors of
companies or non-profit institutions;
x
x
x
D 1.3 - The current reports and periodic reports (quarterly,
half-yearly and yearly) - at least those specified in paragraph
D.8 - including current reports with detailed information on
non-compliance with this Code;
D 1.4 - Information on shareholders assemblies: the
agenda and the information materials that support the
nominations for election to the Board, together with
their professional resumes; the shareholders questions
about items on the agenda and responses of the
company, including decisions taken;
D 1.5 - Information on corporate events such as
payment of dividends and other distributions to
shareholders, or other events that lead to the acquisition
or the limitation of rights of a shareholder, including the
deadlines and principles for such operations. The
information will be published within a period which
allows investors to take investment decisions;
D 1.6 - The name and contact details of the person who
can provide, upon request, relevant information;
D 1.7 - The company presentation (eg. the presentations
for investors, the quarterly results presentations etc.), the
financial statements (quarterly, half-yearly, yearly),
audit reports and annual reports.
x
x
x
x
x
D 2 - The company will have an annual dividend
distribution policy or other benefits for shareholders,
proposed by the General Manager or by the Executive
Board and adopted by the Board, as a set of guidelines
that the company intends to follow on the distribution of net
profits. The annual dividend distribution policy to shareholders
will be published on the website of the company.
x
D 3 - The company will adopt a policy regarding forecasts,
whether they are made public or not. The forecasts refer to
quantified findings studies aimed at determining the
overall impact of a number of factors relating to a future
period (so called hypotheses): by its nature, this project
has a high level of uncertainty, actual results may differ
significantly from forecasts initially presented. The
policy on expectations will determine the frequency and
content of the period covered by the forecast. If published,
the forecasts can only be included in the annual, half-
yearly or quarterly reports. The policy on forecasts will
be published on the website of the company.
x
D 4 - The general assemblies of shareholders' rules should
not limit the participation of shareholders in general meetings
and the exercise of their rights. The changes in the rules come
into force at the earliest, starting with the next GSM.
x
D 5 - The external auditors will attend the general meeting of
shareholders when their reports are presented in such meetings.
x
D 6 - The board will present to the annual general meeting of
shareholders a brief assessment of internal control systems
and management of significant risks and opinions on issues
subject to the decision of the general meeting.
x
D 7 - Any specialist, consultant, expert or financial analyst
may attend the shareholders' meeting based on a prior
invitation from the Board. Accredited journalists may also
participate in the general meeting of shareholders, unless the
Chairman of the Board shall decide the contrary.
x
D 8 - The quarterly and half-yearly financial reports will
include information both in Romanian and in English on
the key factors that influence changes in the level of
sales, the operational profit, the net profit and other
financial indicators relevant both from one quarter to
another, and from a year to another.
x
D9 - A company will organize at least two
meetings/conference calls with analysts and investors every
year. The information presented on these occasions will be
published in the investor relations section on the website of
the company at the time of meetings/conference calls.
x
D 10 - If a company supports various forms of artistic
and cultural expression, sporting, educational or
scientific activities and considers their impact on the
innovative nature and competitiveness of the company
are part of the mission and its development strategy, it
will publish the policy on its work in this area.
Not applicable
3.2. Information on the membership, responsibilities and activities of the Board and of the committees
3.2.1. The Board of Directors of IAR S.A. consists of 5 members.
a. a. Membership, qualifications and experience
Crt.
no.
Name and Surname
Position in the
IAR SA
Company
Qualification
The period of the
mandate for 2024
1
Horațiu Cătălin BARBU
Chairwoman of
the Board
engineer
01.01.2024-04.04.2024
and
13.05.2024-
14.12.2024
2
Constantin
ALEXIE-COTAN-
BODOLAN
Chairman of the
Board
economist
15.12.2024-31.12.2024
3
Cristian MĂRIȘTEANU
Administrator
engineer
03.09.2023-04.04.2024
4
Cătălina PREDA
Administrator
lawer
13.05.2024-14.12.2024
5
Mihai Aurel DONȚU
Administrator
economist
01.01.2024-04.04.2024
and
13.05.2024-
14.12.2024
6
Liviu COCOȘ
Administrator
engineer
01.01.2024-04.04.2024
7
Simona ONESCU
Administrator
economist
11.07.2024-14.12.2024
8
Lucian-Ioan RUS
Administrator
juridical studies
18.01.2024-04.04.2024
and
13.05.2024-
04.11.2024
9
Cristina-Gabriela
DRAGOMIR
Administrator
language studies
15.12.2024-31.12.2024
10
Alexandra-Cristiana VASILE
Administrator
lawer
15.12.2024-31.12.2024
11
Bogdan COSTAȘ
Administrator
juridical, economical
and administrative
studies
15.12.2024-31.12.2024
12
Tudor-Alexandru DUȚU
Administrator
juridical studies
15.12.2024-31.12.2024
None of the above nominees: has any agreement, understanding or connection with others, under
which he/she has been appointed as manager of IAR S.A.; he/she did not enter into any transaction
with IAR S.A.; he/she did not participate in the share capital of IAR S.A..
b. The professional experience of IAR S.A. Board members
1. Since 2006 Mr. Horațiu Cătălin BARBU, interim non-executive administrator of IAR SA, has held the
following management / leadership positions:
PERIOD COMPANY / POSITION OCCUPIED
10.2021 – 02.2022 & 07.2023-12.2024
IAR SA- Non-executive interim administrator
2006 - 2014
Defence Ministry-Head of Resources and Informational Flow Office
Mr. Horațiu Cătălin BARBU has the following training and professional experience:
- Long-term studies:
O Polytechnic University of Bucharest, Faculty of Electrical Engineering - 1996-1998 (license)
O "Leontin Sălăjan" Brasov - military school for active artillery and anti-aircraft missile officers 1984-1987
- Various short-term studies / trainings / certifications
2. Since 2016 Mr. Mihai Aurel DONTU, interim non-executive and independent administrator of
IAR SA, has held the following management / leadership positions:
PERIOD COMPANY / POSITION OCCUPIED
02.2020-06.2021 și 10.2021-12.2024
IAR SA – Non-executive interim administrator
2016 – 2023
SC DONAD TURISM SRL –GENERAL DIRECTOR
2023 – 2024
SC CONSOFT TURISM SRL –GENERAL DIRECTOR
Mr. Mihai Aurel DONTU has the following training and professional experience:
- Long-term studies: The Academy of Economic Studies, Accounting Management Faculty –1992-1996
- Short-term studies:
O In-depth studies: Local Public Administration in the European Integration Process, Lucian
Blaga University in Sibiu - 2006-2007
- Various short-term studies / trainings / certifications
3. Since 2017 Mr. Liviu COCOȘ, interim non-executive and independent administrator of IAR
SA, has held the following management / leadership positions:
PERIOD COMPANY / POSITION OCCUPIED
10.2021 – 04.2024
IAR SA – Non-executive interim administrator
10.2017 – 01.2021
SC LACOLI PRODIMPEX SRL – TOURISM MANAGER
10.2019 – present day
SC OVIVET DISTRIBUTIE SRL – DIRECTOR (until May 2022) and
ADMINISTRATOR (between June 2022 and the present day)
10.2020 – present day
SC CL SOUND CONSTRUCT SRL – DIRECTOR (until May 2022)
and ADMINISTRATOR (between June 2022 and the present day)
04.2021 – 05.2022
SC METROM INDUSTRIAL PARC SA – ADMINISTRATOR
05.2022 – present day
SC METROM INDUSTRIAL PARC SA – GENERAL DIRECTOR
Mr. Liviu COCOȘ has the following training and professional experience:
- Long-term studies:
O Bioterra University of Bucharest, Faculty of Agrotourism Engineering and Management - 1993-1998
O Bioterra University of Bucharest - 2005-2007 Master of Management and Legislation
- Various short-term studies / trainings / certifications
4. Since 2017 Mr. Cristian MĂRIȘTEANU, interim non-executive administrator of IAR SA, has
held the following management / leadership positions:
PERIOD COMPANY / POSITION OCCUPIED
12.2022 – 04.2024
IAR SA – Non-executive interim administrator
08.2023-present day
Ministry of Environment, Water and Forests – General Director - Directorate
General National Recovery and Resilience Plan
05.2023 – 08.2023
Ministry of Investment and European Projects – Director-Programming Directorate,
Directorate-General for Recovery and Resilience Mechanism Management
08.2021 – 05.2023
Ministry of Energy -Director-Directorate of European Funds, Directorate
General for State Aid and European Funds
11.2019 – 07.2021
Ministry of European Funds – General Director - Directorate General European
Programmes Large Infrastructure
10.2017 – 11.2019
Ministry of European Funds – Deputy Director
Mr. Cristian MĂRIȘTEANU has the following professional training:
- Long-term studies:
O Christian University Dimitrie Cantemir Bucharest – Faculty of Political Sciences - 1998-2002
O Spiru Haret Bucharest, Finance-Banks Faculty – 2009-2012
O Spiru Haret Bucharest, Finance-Banks Faculty – master 2013-2015
O Bucharest University – Post university studies – 2002-2003
5. As of 2006, Mr. Lucian Ioan RUS, interim non-executive administrator of Societății IAR SA, has held
the following management positions:
PERIOD COMPANY / POSITION OCCUPIED
11.2024 – present day Mayor of Deva municipality
07.2023 – 11.2024
Ministry of Economy, Entrepreneurship and Tourism – Deputy Minister
02-10.07.2023 și 11.2023-04.2024
Company IAR SA – Non-executiver interim administrator
09.2023 – present day
CUPRU MIN SA - Interim administrator
2006 – 2008
AMBIENT HD CORVIN SRL – Administrator
2008 – 2009
AMBIENT SA SIBIU – Director of Subsidiary
2009 – 2012
AMBIENT SA SIBIU – Projects Director
2011 – present day
Lusian Gardea SRL Deva – Administrator
2012 – 2015
National Company of Gold, Copper and Iron MINVEST SA Deva
– Commercial Director
2016 – 2021
Raisa Prod SRL Deva – Commercial Director
2021 – present day
ADI Aqua Prest SRL – Executiv Director
Mr. Lucian Ioan RUS has the following professional training:
long-term studies: graduate of the Faculty of Law and European Institutions Sibiu – licence 2002
- short-term studies:
O refresher course in "Management of Projects with funding in the EU in the field of Regional
Development", National Institute of Administration, 2002
O refresher course "Leadership through Cooperation", Regional Center for Continuing
Education for Local Public Administration, 2002
O refresher course "Concepts on European Integration and Regional Development", National
Institute of Administration, 2002
- experience: as of 2006 Mr. Lucian Ioan RUS has held various top-management positions
6. Ms. Cătălina PREDA, interim non-executive and independent administrator of IAR SA, has
the following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
13.05.2024-present day
Company IAR SA – Non-executive interim administrator
Teaching activity
2002 - 2007
Sextil Pușcariu University Brașov - University lecturer
1999 - 2002
Sextil Pușcariu University Brașov – University assistant
1997 - 1999
I C Drăgan University Brașov - Teaching associate
Practical activity in the profession
2008 – present day
Bar Association Brașov - Lawer
2007 - 2008
Associate lawyer of Florescu and Tarșia Law Firm
2000 - 2002
Various companies - Legal adviser
1997 - 2002
Various associations and foundations - Legal adviser
1997 - 2000
SC ASM INVEST SRL Brașov - Director of Legal and Personnel
1994 - 1996
TVS Holding Brașov - Italian translator
1987 – 1997
Brasov County Hospital - Nurse
Ms Cătălina PREDA has the following professional certifications/training:
- long term studies:
o University IC Dragan Lugoj, Faculty of Law - 1992-1996
o University IC Dragan Lugoj, Faculty of Economics - 1996-2000
o Academy of Economic Studies Bucharest, PhD student in commercial law 2001 - 2008
- various short studies / trainings / certifications
7. Ms. Simona ONESCU, interim non-executive and independent administrator of IAR SA, has
the following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
10.07.2024 – 15.12.2024
IAR SA - Non-executive interim administrator
07.2021 – present day
SNTFM CFR MARFĂ, Work Point Brasov Yard - specialist economist
08.2020 - 07.2021
SNTFM CFR MARFĂ, Sucursala Transilvania, Centru Zonal Marfă
Brașov - customer services analyst
2011 - 2020
SNTFM CFR MARFĂ, Transylvania Branch, Zonal Freight Centre
Brasov - Head of Accounting Department
2005 - 2011
SNTFM CFR MARFĂ, Transilvania Branch - economist
2003 - 2005
SNTFM CFR MARFĂ, Transylvania Branch - specialist technician
2002 - 2003
SNCFR SA, Brașov Branch - Head of Office
1994 - 2002
CFR, Regionala CFR Brașov - technician
1990 - 1994
CFR, Regionala CFR Brașov - typist
1988 - 1990
CFR, Regionala CFR Brasov - electrician
Ms Simona ONESCU has the following professional certifications/training:
- long term studies: George Barițiu University of Brasov, Faculty of Economic Sciences - 1999-2003 - bachelor's degree
- various short term studies / trainings / certifications
8. Mr. Constantin ALEXIE-COTAN-BODOLAN, interim non-executive administrator of IAR SA
and chairman of the board, has the following professional experience:
PERIOD
COMPANY / POSITION OCCUPIED
12.2024 – 05.2025
IAR SA - Non-executive interim administrator
08.2018 – present day
Ministry of Economy, Entrepreneurship and Tourism (MEAT), Ministry of
Economy, Energy and Business Environment, Ministry of Tourism
– Senior Advisor/Head of Service/Director
03.2018 – 08.2018
National Institute of Administration, Bucharest – Lead Expert
2016 – 2018
Bucharest City Hall – Lead Expert
2014 - 2016
National Environmental Guard - General Commissionary’s Office, Bucharest
– IA contract advisor
2008 – 2014
Konektica Advertising SRL – Sales Director
Mr. Constantin ALEXIE-COTAN-BODOLAN has the following training and professional
experience:
- Long-term studies: Bucharest Academy of Economic Studies, Faculty of Management - 1998-2002 - license
- Various short-term studies/trainings/certifications (trainer, project manager, public procurement expert)
9. Ms. Cristina-Gabriela DRAGOMIR, interim non-executive administrator of IAR SA, has the
following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
12.2024-05.2025
IAR SA - Non-executive interim administrator
08.2019 – present day
Ministry of Economy, Entrepreneurship and Tourism – Senior Advisor
07.2017 – 08.2019
Ministry of Economy - Expert
09.2012 – 05.2015
SC BTT SA - Heritage Administration Department - Advisor
09.2011 – 12.2011
SC CRIVAS CONSULT SRL - Expert Training and Improvement Centers
05.2011 – 08.2011
SC ROYAL INVESTMENTS CONSULTING SRL - Director
09.2009 – 04.2011
SC FORUM DEVELOPMENT INVESTMENT SRL - General Director
Subsidiary company with head office in Valencia (Spain)
03.2009 – 04.2024
SC EXCELLENCE CONSULTING INVESTMENTS SRL – Sole Administrator
11.2007 – 06.2008
SC NORDULUI HOUSES SRL – SC REAL INVESTMENTS
CONSULTING SRL, SC COSERCON SRL – Asistent Manager - Translator
Ms Cristina-Gabriela DRAGOMIR has the following professional certifications/training:
- long term studies: Faculty of Foreign Languages and Literatures Spiru Haret
- various short studies / trainings / certifications (HR inspector, public procurement expert, project
manager, trainer, translator certificates and authorizations).
10. Ms. Alexandra-Cristiana VASILE, interim non-executive and independent administrator of
IAR SA, has the following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
12.2024 - 05.2025
IAR SA - Non-executive interim administrator
08.2024 – present day
METROM – Member of the Board of Directors
06.2011 – present day
Vasile Alexandra Law Firm – Principal lawyer
06.2011 – 03.2013
SCA Jinga & Asociații Brașov – Associate awyer
10.2009 – 03.2011
SCA Prunaru & Kertesz Brașov – Trainee awyer
2008 – present day
Authorized English translator and interpreter
05.2006 – 03.2009
SCA Prunaru & Kertesz Brașov – Executive assistant
Ms Alexandra-Cristiana VASILE has the following professional certifications/training:
- long term studies: Transilvania Braşov University, Faculty of Law - 2009 Graduation
11. Mr. Bogdan COSTAȘ, interim non-executive and independent administrator of IAR SA, has the
following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
12.2024 – 05.2025
IAR SA - Non-executive interim administrator
08.2023 – present day
ROMAERO – General Director
07.2023 – 08.2023
MEAT - Personal ministerial counsellor
05.2022 – 07.2023
FISE ELECTRICA SERV SA – Non-executiv member of the Board of
Directors
07.2020 – 07.2023
Aviația Utilitară București – General Director
03.2011 – 09.2019
Aviația Utilitară București – General Director / Chairman of the Board
07.2020 – 12.2021
ANSVSA – Counsellor of the ANSVSA president
10.2019 – 06.2020
ROMATSA – General Director
11.2017 – 11.2019
METROREX SA – Non-executive interim administrator
02.2018 – 09.2019
MINISTRY FOR BUSINESS, TRADE AND ENTREPRENEURSHIP –
Personal ministerial counsellor
11.2017 – 02.2018
Ministry of transportation – Personal Adviser State Secretary
03.2013 – 04.2017
ROMATSA - Non-executive interim administrator
09.2008 – 02.2011
Ministry of Justice – Director, Public Procurement - Investment Directorate
09.2007 – 09.2008
NATIONAL PENITENTIARY ADMINISTRATION – Director,
Financial-Administrative Directorate
01.2007 – 09.2007
Maximum Security Penitentiary Baia Mare – Deputy Financial-Administrative Director
09.1996 – 12.2006
Ministry of National Defence, UM 01354 Baia Mare – Heaf of Logistics
Management Department
Mr. Bogdan COSTAȘ has the following training and professional experience:
- Long-term studies:
O The Military Institute for Quartermaster And Finance “Gheorghe Lazăr” Sibiu - Licence
diploma in Marketing, 1992-1996
O North University Baia Mare – Faculty of Economic Sciences - Licence diploma in
Management, 1998-2002
O University Titu Maiorescu Bucureşti – Faculty of Law - Licence diploma in Law, 2011 –
2017
O University of Craiova – The Faculty of Sciences And Business Administration – PhD Management 2004-2010
- various short-term studies / trainings / certifications (quality auditor, financial management,
modern management in administration, project management, public procurement expert, certified
cost-benefit analysis, Robinson R22 and R44 helicopters pilot)
- various papers published between 2007 and 2010
12. Mr. Tudor-Alexandru DUȚU, interim non-executive and independent administrator of IAR SA,
has the following professional experience:
PERIOD COMPANY / POSITION OCCUPIED
12.2024 – 05.2025
IAR SA - Non-executive interim administrator
2022 – present day
CNAIR SA – DRDP Brașov – Regional Director
2022 – present day
SC IMOBILIARE KRONPRESS SRL – Administrator
2019 – present day
SC ECOFAST 3D SRL – General Director
2017 – 2019
SC ROMPLUMB SA – Special Administrator
07.2018 – 07.2019
Vestmoldtransgaz SRL Chișinău – Administrator
2017 – 2018
Eurotransgaz SRL – Administrator
2015 – 2019
SNTGN Transgaz SA – Head of TRANSGAZ Chisinau Representative Office
2013 – 2015
SNTGN Transgaz SA – General Director Advisor
2012 – 2020
Brașov City Council – Local Councillor, Brașov Municipality
2011 – 2013
TEMVAR SRL – Director
2004 – 2010
TEMVAR SRL – Legal Advisor
Mr. Tudor-Alexandru DUȚU has the following training and professional experience:
- Long-term studies:
O Transilvania University Braşov, Faculty of Law and Sociology - 2000-2004
O Transilvania University Braşov, Faculty of Law and Sociology, Master in notarial
techniques and special procedures, 2004-2005
- various short-term studies / trainings / certifications (General Management Certificate, Tourism
Manager, Real Estate Broker, International Relations Certificate, Intelligence Course, Corporate
Governance and Business Ethics Course, SSM Specialist, Procurement Expert, Risk Management,
Management Courses, International Visitor Leadership Program)
3.2.2. The activity of the Board of Directors and advisory committees within the Board
The activity carried out in 2024 by both the Board of Directors of IAR SA and by its advisory
committees, is summarized in the following table:
No. of meetings
2024
THE BOARD OF
DIRECTORS
THE AUDIT
COMMITTEE
THE NOMINATION AND
REMUNERATION COMMITTEE
9
4
4
The administrators of IAR SA were present at all the meetings of the council, which took place either with physical
participation or in the form of a teleconference, in accordance with the provisions of the Constitutive Act.
The secretary of the Board of Directors of the Company is Ms. Aurelia SUMEDREA. She is also the
secretary of the two advisory committees within the Board.
In 2024, the Board of Directors approached in its meetings various topics of interest to the company, such as:
- approval of the yearly investment plan for 2024 – August 2024;
- endorsement of the IEB 2024 – January 2024;
- the summarizing information on the work carried out by the company between the Board
meetings - on the date of each meeting;
- the analysis and approval of financial statements: during May and November for quarterly statements, in
August for the half-yearly statements and in March for the annual statements for the previous financial year;
- the development of the periodic (quarterly/half-yearly/annual) reports - together with the approval
of financial statements for the respective periods;
- approval of the extension of the mandate contract between the company and its general manager -
in January and August 2024;
- the approval of the key performance indicators related to the current financial year - with the
approval of the mandate contract, based on IEB 2024;
- approval of the participation of employees in the profit registered at the end of 2023 - in September 2024;
- any other analisys in the limits of the Board of Directors’ prerogatives - in the moment of
occurrence of such situations;
- the convening of the GSM for issues falling within its competence.
As provided in the Internal Regulations of the Board of Directors of IAR SA, under the leadership of its
Chairman and in accordance with the best practices, the Board is considering conducting an annual self-
evaluation of its performance, its committees and its cooperation with the managers, making, based on the
evaluation results, the action plan necessary for the improvement of the board performances.
According to the principles taken into account:
- the Board's assessment took into account the balance between skills, experience, independence
and knowledge of the Board, its diversity, the way the Board works as a whole and other factors
relevant to its effectiveness;
- the evaluation of the board performances was realized making individual and group interviews;
- the assessment process was focused primarily on the achievement of three objectives:
a) the assessment of the way in which the Board and its committees have operated during 2023;
b) the preparation and discussion of important issues in the Company's activity;
c) the presence of the management in the Board meetings and relevant advisory committees and
their constructive involvement in discussions and decision-making.
The purpose of Board evaluation for 2023 was to show whether each member continues to contribute
effectively and to demonstrate commitment to the role assumed (including allocation of time for
Board meetings and committees, as well as any other duties).
Through the activity that took place during 2024, the Audit Committee has sought to assist the Board in carrying
out its duties mainly related to financial reporting, internal control and risk management.
The activities of this committee during 2024 focused on:
- the monitoring of the external auditor's independence, objectivity and effectiveness of the audit process;
- the monitoring and reviewing of the appropriateness and effectiveness of the internal audit function and
internal financial controls in context of the entire risk management system of the Company;
- the monitoring of transactions between related parties (noting the absence of such transactions);
- the identification of persons affiliated with IAR SA (noting that there are no other individuals affiliated to IAR);
- the analysis of reports prepared by the internal auditor and the commission responsible for risk
management at company level;
- the monitoring of the integrity of financial statements of the Company;
- the development of policies for detecting and preventing fraud and bribery;
By the activity that took place during 2024, the Nomination and the Remuneration Committees
provided assistance to the Board of Directors in the following matter:
- the analysis of the way in which, in 2023, the criteria and performance targets have been met in
relation to the mandate contract concluded with the General Director of the Company
- the establishment, for the current year, of the key performance indicators
- extension of the mandate contract of the general director of the company.
The Nomination and Remuneration Committee thus played an important role in monitoring the
executive management of IAR SA during 2024, one of the criteria on the basis of which the
assessment of how the CEO of IAR SA provides the executive management of the company is made
being the degree to which the performance criteria and targets set for 2023 are met.
It should be stated that the members of the Nomination and Remuneration Committee did not carry
out any activities regarding the remuneration of the administrators and the general director, in the
context in which the IAR SA Company, having majority state capital, was subject to the legal
regulations in the field applicable to the company with full capital of state.
The Nomination and Remuneration Committee prepared and submitted to the Annual General
Meeting of Shareholders held on 29.04.2024 the Remuneration Report for the year 2023. As
stipulated in the OGMS Resolution no. 06/29.04.2024, the General Meeting of Shareholders of IAR
SA took note of the above-mentioned Remuneration Report 2023.
The principles on remuneration durind year 2024 of the Board of Directors and of the General
Manager of IAR SA, which were established by applying the provisions of GO no. 26/2013 and GEO
109/2011, subject to the GSM resolution no. 07/26.06.2023.
Complying to the principles on remuneration of the Board of Directors and of the General Manager of IAR SA, in 2024:
- the non-executive members of the Board of Directors of IAR SA were granted a monthly gross
indemnity established in accordance with the OGSM Resolution no. 02 / 30.01.2018, by indexing
by 20% of the value of the allowance approved by GMS Resolution no. 11 / 28.11.2017,
according to the provisions of art. 18 of GEO 90/2017, in order to comply with the new mandatory
social contributions due under Law no. 227/2015, as subsequently amended and supplemented, as
amended by Government Emergency Ordinance no. 79/2017.
- the members of the Advisory Committees within the Board shall not be remunerated in addition to
their work in the respective committees
- the upper limit of the fixed remuneration due to the General Director of IAR SA
established by the OGSM Resolution no 01/30.01.2018 was the value corresponding to 6 times the
average gross monthly salaries for the last 12 months prior to his appointment, communicated by the
National Institute of Statistics for the Machine Construction Industry – Aircraft and Spaceships
Manufacturing (corresponding to the main activity object of IAR SA)
- for the work carried out in 2024, the General Director won't get the annual variable component of
the gross remuneration established by the AGM Resolution No 06/27.04.2018
- special pension rights and/or benefits are not provided.
The principles of the remuneration policy is posted on the website of the company.
3.3. Information on risk management and internal control
IAR SA has implemented an effective framework for risk identifying, monitoring and management.
The risk management activity, which includes all processes concerning identifying, evaluating and
assessing risks, establishing responsibilities, taking measures to mitigate or to anticipate them, periodic
reviewing and monitoring of progress, is regulated procedurally in the Company in order to provide a
method by which IAR's risk management becomes operational, so it can be streamlined and strengthened.
During the year 2024, by implementing the risk management system, the executive management of the company:
- identified key risks, by assessing and monitoring these risks in terms of potential impact and the
probability of their materialization;
- monitored the activity of the commission responsible for risk management at company level;
- determined key risk indicators for monitoring the performance of the company in relation to the
types of risks (eg., operational risk, human resources risk, legal risk, etc.);
- informed the Board of Directors, through the Auditors’ Committee on the status of significant
risks, including on the risk on the company's shares, in order to manage such risks.
The risk management system implemented in the IAR SA is complemented by an internal control system which during 2024:
- assured both exercising the internal control (excluding internal audit), as defined under the profile
legislation in force and performed the detailed administrative control in all departments and
divisions of the company
- foresaw an appropriate level of policies, procedures and processes to limit risks and the
achievement of the company's envisaged objectives for the analyzed year,
- intended to provide reasonable assurance regarding the achievement of the objectives which fall
into the following categories: effectiveness and efficiency of operations; the accuracy of financial
reporting; compliance with the applicable laws and regulations.
The internal audit function, legally regulated, provided in 2024, sought:
- to provide, in a reasonably way, some objective and independent assurances to both
administrative and executive management, according to which the company's organization,
policies and procedures are working effectively and according to expectations
- to provide ensurances regarding the effective implementation at the company level of the
framework of risk management and of internal control system,
- to independently make decisions on matters of audit,
- to conduct, independently, activities from an operational perspective compared to other
departments within the company and to the executive management of the Company,
- to develop risk plans, by consulting with:
o the commission responsible for risk management,
o the audit committee of the Board of Directors.
- to elaborate the justifying documents that are supported by the conclusions drawn by it while
performing its activity.
3.4. Information regarding the shareholders
The share capital of IAR S.A. is 47,197,132.5 lei, representing a total of 18,878,853 nominal shares, with a
nominal value of 2.5 lei each. Each share gives right to one vote in the general meeting of shareholders.
The record of IAR SA 's shareholders is held, under a service agreement by the Depozitarul Central SA. Company.
In IAR SA a department dedicated to handling all issues related to ownership of the company is organized
and operates on: the evolution of the shareholder structure, rights arising from the IAR SA's shares,
organizing of the general assemblies of shareholders, the dividend distribution, the relationship with the
ASF, the BVB and the Depozitarul Central, any matters of corporate governance, as they are governed by
the applicable law on capital market issuers whose securities are traded in the Bucharest Stock Exchange.
On the webpage of the company, www.iar.ro, are posted all the information that might be of interest
to shareholders and to potential investors.
The information on the shareholder activity may also be obtained from any of the persons below,
who work in this department, daily from 07:30 to 15:30:
1. eng. Aurelia SUMEDREA - tel +40-268-475269, extension 1018
2. ec. Camelia CEAPRAZARU – tel +40-268-475269, extension 1026
3.4.1. Markets on which the shares issued by IAR S.A.are traded
The shares issued by IAR S.A. were traded on the Bucharest Stock Exchange, the Equity Sector -
Standard Category shares- symbol IARV.
As can be seen from the public information posted on the website of the Bucharest Stock Exchange on 14.02.2025, in the
last year 377412 shares issued by IAR SA were traded and the unit price recorded negative variations. Performance:
Analyzing the above chart one can see how the share price was significantly influenced by the quarterly
and half-yearly financial statements.
3.4.2. The amount of dividends paid by the IAR S.A. Company in the past three years
For the year 2021, the amount established to be distributed as dividends to the shareholders of IAR S.A. was
RON 5,483,656, resulting in a gross dividend value per share of RON 0.30 lei/share. At the same time
through GMS Resolution no. 03/28.04.2022, the general meeting of shareholders approved the prescription
of unpaid dividends for the 2017 financial year (older than 3 years). Dividends were paid via S.C.
Depozitarul Central SA, shareholders registered in the shareholders' register on 28.06.2022.
For the year 2022, the amount established to be distributed as dividends to the shareholders of IAR S.A. was
RON 5,319,146, resulting in a gross dividend value per share of RON 0.291 lei/share. At the same time
through GMS Resolution no. 03/27.04.2023, the general meeting of shareholders approved the prescription
of unpaid dividends for the 2018 financial year (older than 3 years). Dividends were paid via S.C.
Depozitarul Central SA, shareholders registered in the shareholders' register on 15.06.2023.
For the year 2023, the amount established to be distributed as dividends to the shareholders of IAR S.A. was
RON 11.698.466 resulting in a gross dividend value per share of RON 0.64 lei/share. At the same time
Price variation (%)
Volume
Value
Number of transactions
one week
-0.4
3194
39142.55
24
one month
0.00
14623
177983.35
142
6 months
-8.82
100552
1264152.35
822
one year
-15.7
377412
5153483.95
2543
through GMS Resolution no. 05/29.04.2024, the general meeting of shareholders approved the prescription
of unpaid dividends for the 2019 financial year (older than 3 years). Dividends were paid via S.C.
Depozitarul Central SA, shareholders registered in the shareholders' register on 05.07.2024.
For the year 2024, starting from the specific legal provisions in force, the Board of Directors and the
executive management of IAR S.A. propose the distribution of the amount of 5.300.867 lei in the form of
dividends, resulting in a gross dividend per share of 0,29 lei.
The dividend payment date will be 04.07.2025. The dividend will be paid via Depozitarul Central SA to the
shareholders registered in the register of shareholders on 17.06.2025, identification date of shareholders who
will be impacted by the GMS resolution approving the financial statements. Expenses incurred by the
distribution of dividends shall be borne by the shareholders.
Under the conditions in which:
- For objective reasons, (related either to not cashing-in by some shareholders of the dividends
owned by them, or the very low total value of dividends due to some of the shareholders) some
of the total amount of dividends to be distributed could not be paid,
- IAR S.A. fulfilled a legal obligation to disclose information relating to the distribution of
dividends fixed by the general meeting of shareholders with the approval of the distribution of
the annual profit made by the company and by publishing it in the press and on its website, in
press releases issued on this subject and by transmitting these releases to the Financial
Supervisory Authority and the BSE,
The Board of Directors and the executive management of IAR S.A. propose that the general
meeting of shareholders to approve:
- prescribing unpaid dividends for the fiscal year 2020, which meets the condition for
achieving the deadline of 3 years from the date of chargeability of distributed dividends
stipulated by art. 2517 of the Civil Code
- the proposal for their registration under "other income" - account 758 under the law provisions.
The date of prescribing these amounts will be 30.06.2025.
3.4.3. Purchase activities of own shares
In 2024, the company IAR SA has not taken any action in relation to the package of shares acquired
following the withdrawal from the company, in 2018, of SIF III Transylvania.
3.4.4. Subsidiaries of IAR S.A. - not applicable.
3.4.5. Issuance of shares or other debt instruments - not applicable
3.5. The operational management of IAR S.A.
In compliance with Law no. 31/1991, republished, as amended and supplemented, the leadership,
organization, representation and management of the activity of IAR S.A. were ensured, by Mr.
Laurian ANASTASOF - GENERAL DIRECTOR, representing the company in relation to
third parties and was responsible for how the company carried out acts of leadership under some
mandate contracts.
Mr. Laurian ANASTASOF does not hold any share of IAR SA.
During 2024, IAR S.A.'s executive management was provided as follows:
- Commercial and Economic Executive Director: ec. Ion DUMITRESCU
- Development and Production Executive Manager: eng Ioan CHIRITA
The respective executives are employees of the company (based on individual employment contracts
signed with the company). None of the above nominees has any agreement, understanding or
connection with others, under which they have been appointed to IAR S.A.'s management and was
not involved in litigation or administrative procedures in the past 5 years.
The executive directors held the following shares of the share capital of the IAR S.A. Company, as at 31.12.2024:
- Mr. Ion DUMITRESCU: 0.00125537% of the share capital (the share owned by assigning shares
under the mass privatization process and as a result of shares acquisition on the capital market)
- Mr Ioan CHIRITA: has no shares within IAR SA.
3.6. Litigation or administrative procedures regarding the activity of the people in
the management of IAR S.A. – not applicable
4. FINANCIAL-ACCOUNTING STATEMENTS;
FINANCIAL-ACCOUNTING ADMINISTRATION ELEMENTS
4.1. THE FINANCIAL-ACCOUNTING STATEMENT FOR 2024 COMPARED TO THE
PREVIOUS 3 YEARS
The current financial and economic situation compared to the past three years is as follows:
a) balance sheet items
lei
BALANCE SHEET ITEMS
31.12.2021
31.12.2022
31.12.2023
31.12.2024
I. Fixed assets
92,495,424
102,021,445
109,588,011
115,326,972
Stocks
222,838,034
256,828,675
294,421,728
489,234,862
Debentures
48,610,435
40,063,750
125,581,308
183,449,409
Petty-cash and banking accounts
45,304,346
258,293,914
18,127,878
5,032,468
Short-term financial investments
67,514,543
14,827,812
II. Circulating assets
316,752,815
555,186,339
505,645,457
692,544,551
III. Expenses reg. in advance
99,376
82,044
63,166
101,027
TOTAL ASSETS
409,347,615
657,289,828
615,296,634
807,972,550
Share capital
47,197,132
47,197,132
47,197,132
47,197,132
Reserves from reevaluation
25,060,661
24,293,058
23,581,562
22,966,867
Reserves
126,279,309
146,031,245
152,489,885
165,367,397
Profit
23,488,292
14,198,145
24,069,830
31,544,924
Own shares
6,708,000
6,708,000
6,708,000
6,708,000
Reported result
5,963,678
6,731,281
7,442,777
8,057,472
Profit distribution
1,468,342
3,215,642
795,284
1,301,432
I Shareholder's equity
219,812,730
228,527,219
247,277,902
267,124,360
II Provisions for risks and expenses
53,730,595
67,724,642
109,026,484
102,952,078
Loans and assimilated debts
73,023,068
42,730,605
0
0
Suppliers
32,468,363
16,754,011
23,687,928
25,622,835
Creditor clients
14,864,346
250,775,884
213,747,340
399,160,372
Other debts
15,421,407
50,776,610
20,820,074
12,375,999
III Total payables
135,777,184
361,037,110
258,255,342
437,159,206
IV Settlement accounts
27,106
857
736,906
736,906
TOTAL LIABILITIES
409,347,615
657,289,828
615,296,634
807,972,550
The share of fixed assets in the total assets was of 22.60% in 2021, of 15.53% in 2022, of 17.81% in
2023 and 14.27 in 2024.
b) the profit and loss account
lei
THE PROFIT AND LOSS ACCOUNT
31.12.2021
31.12.2022
31.12.2023
31.12.2024
Income from the sale of goods
124,383,425
90,493,389
55,508,890
95,809,516
Sold production
205,123,178
224,931,055
371,975,817
285,809,842
Turnover
329,506,603
315,424,444
427,484,707
381,619,358
Income from the stored production– S.C.
0
25,473,700
12,148,669
28,583,055
Income from the stored production – S.D.
2,302,723
0
0
0
Other operating income
3,488,300
418,825
1,170,449
1,742,371
OPERATING INCOME –TOTAL
330,692,180
341,316,969
440,803,825
411,944,784
Expenditure on goods, com discounts received
104,708,291
72,170,458
44,487,199
72,338,035
Expenditure on raw mat. and consumable mat.
125,423,423
160,691,588
225,846,315
209,717,325
Expenditure on water and energy
2,965,661
4,250,137
3,214,665
3,128,913
Other mat. expenditure
681,378
509,025
604,812
702,558
External services-related expenses
21,524,103
15,076,442
29,009,364
21,252,128
Duties, taxes and similar levies-related expenses
585,307
710,321
702,936
1,362,131
Salaries-expenses, participation to the
company’s profit, restaurant tickets
48,685,765
50,979,017
60,511,747
70,553,377
Insurance and social protection-related expenses
1,990,300
2,364,420
2,804,753
3,204,939
Staff-related expenses
50,676,065
53,343,437
63,316,500
73,758,316
Compensation, environment and transferred
assets-related expenses
58,331
68,722
257,017
758,064
Expenditure on provisions reduced by income
from provisions
-3,295,236
13,994,047
39,969,294
-5,736,824
Expenditure on the hamortization and,
constitution and provisions adjustments
4,116,856
4,235,183
3,891,608
3,702,724
Tangible assets re-assessment-related expenses
0
0
0
0
Adjustments to circulating assets
12,592
0
0
0
EXPENDITURE ON OPERATING -TOTAL
307,456,771
325,049,360
411,299,710
380,983,370
RESULT FROM OPERATING - PROFIT
23,235,409
16,267,609
29,504,115
30,961,414
TOTAL INCOME
336,311,209
347,160,532
450,700,599
419,942,949
TOTAL EXPENDITURE
309,786,521
329,217,694
415,583,066
384,330,245
GROSS RESULT - PROFIT
26,524,688
17,942,838
35,117,533
35,612,704
The share of operating costs in the total expenditure: in 2020 it is 98.13%, in 2021 it is of 99.25%, in
2022 it is of 98.74%, in 2023 it is of 98.97% and in 2024 it is of 99.13%.
The share of operating income in the total income: in 2020 it is of 99.72%, in 2021 it is of 98.33%, in
2022 it is 98.32%, in 2023 it is of 97.81% and in 2024 it is of 98.10%.
The production of the company is based only on firm contracts and multiannual master agreements with
secured end-users. The values of "turnover" and "income from stored production” indicators are given by
the delivery schedule and the product transport modality agreed with the beneficiaries.
In 2024, the workload of production capacities has averaged 118%.
c) cash flows - the available funds of the company on 31.12.2024 were 19,860,280 lei.
4.2. ELEMENTS OF FINANCIAL-ACCOUNTING MANAGEMENT
In 2024 the financial and economic activity of the IAR S.A. was coordinated by the Commercial and
Economic Executive Manager of the company.
The economic department is operated by specialized personnel with secondary and higher education.
The entire financial-accounting activity took into account the following principles:
• the principle of prudence;
• the principle of permanence of methods;
• the principle of continuity of activity;
• the principle of matching;
• the principle of the intangibility of the opening balance sheet;
• the principle of no offsetting;
• the principle of the prevalence of the economic over the legal.
The general accounting principles underlying the accounting registration of operations, transactions,
assessment of items presented in the annual financial statements and the financial statements are as follows:
The principle of prudence according to which assets and income shall not be overstated and
liabilities and expenses understated. In the individual situation of the global result only the profit
made on the date of the financial statements may be included.
In the financial statements all debts incurred in the current financial year or in the previous year are highlighted,
even if they become obvious only between the date of the balance sheet and the date of their establishment.
In the financial statements all liabilities and potential losses arising in the current financial year or in
the previous financial year are highlighted even if they become obvious only between the date of the
balance sheet and the date of their establishment.
To this end the possible provisions, and liabilities resulting from a contract are also being considered.
They shall stand in the balance sheet or in the explanatory notes by debt type.
All depreciation is taken into account, whether the result of the period is a loss or profit. The
registration of adjustments for depreciation or value loss is made at the expense of expense accounts,
regardless of their impact on the statement of the global result.
The principle of permanence of methods: The assessment methods and accounting policies are
applied consistently from one financial year to another.
The principle of continuity of activity: The Company continues to operate normally, without going
into liquidation or significant reduction of activity.
The principle of matching: the income and expenditure relating to the financial year are
highlighted, regardless of the income collection date or the expenditure payment date.
The principle of valuation of asset and liability items according to which, components of assets
and liabilities must be valued separately.
The principle of no offsetting: The assets and liabilities, income and expenses are not offset unless
offsetting is required or permitted by a standard or an interpretation.
The principle of substance over form according to which, the presentation of the amounts in the
balance sheet and in the profit and loss account is taken based on the economic substance of the
reported transaction or arrangement, and not only their legal form.
The IAR S.A. accounting, as the main instrument of knowledge, management and control of assets,
provides chronological and systematic registration, processing and storage of information on the
property situation, its outcomes, both for internal use and for the business relations with the
customers, banks and tax authorities, etc..
IAR SA relies on double-entry accounting, in compliance with the Norms of the Ministry of Public Finance,
compiling monthly reports, and at the end of the semester and at he end of the year presenting a balance sheet.
Accounting records are chronological and systematic, according to the chart of accounts and norms in
force, any asset transaction being registered in an accompanying document.
The accounting registration of movable and fixed assets was carried at the acquisition value or production as appropriate.
The fixed assets accounting is made based on categories, on each item and by jobs.
The accounting of material values is made based on types of management, and within these, on the
types of materials, tools, devices, checkers, etc.
The types of management are organized both at central and at the manufacturing divisions, by
monthly compiling with the trial balance, which is facing the company’s synthetic records.
In addition, the financial-accounting department is organized in order to obtain a process established
to achieve high quality financial reporting. The roles and responsibilities are specifically defined and a
control process is implemented in order to ensure fairness and accuracy of financial reporting process.
Regarding the unfinished production, this is organized based on production orders, technical plan
and household expenses, and within them, on beneficiaries.
The accounting of providers, of customers, of other claims and obligations, is made by categories
and, within them, by each natural or legal person.
The accounting income is made based on the kinds of income and expenditure according to their nature.
0%
20%
40%
60%
80%
100%
2020 2021 2022 2023 2024
operational income financial income exceptional income
Monthly, to verify the correct recording in the accounting of property transactions, the synthetic
balance checking is prepared, which on its turn is based on analytical balances on the accounts.
The property inventory was conducted in accordance with the legal regulations in force: Law 82/91
republished, OMPF 2861/2009 - on the rules for organizing and conducting the inventory of assets,
liabilities and equity and by Decisions no. 37 /24.09.2024, 42/24.10.2024 and 48/02.12.2024. The
inventory aimed at establishing the actual status of the assets, liabilities and equities of the company
and the goods and values owned by any title, belonging to other legal or natural persons, in drawing
up the annual financial statements that must provide a true and fair view of the financial position and
performance of IAR SA for the financial year 2024.
IAR SA's balance sheet for the period 01.01-31.12.2024 was compiled based on the trial balance
accounts that were registered in all economic and financial operations based on legal documents
drawn up, on the principles and by the provisions of the Accounting Law no. 82 / 1991 approved the
company's accounting policies and in compliance with the company's approved accounting
regulations harmonized with the 4
th
Directive of the European Economic Community, the MFO no.
2844/2016 for approving the Accounting regulations compliant with the International financial
reporting standards, applicable to commercial companies whose securities are admitted to trading on
a regulated market, as amended and supplemented.
THE DEVELOPMENT OF THE MAIN ECONOMIC AND FINANCIAL INDICATORS IN THE PAST 5 YEARS
The evolution of the components of the total income in the past 5 years is as follows:
%
2020
2021
2022
2023
2024
Operating income
99.72
98.33
98.32
97.81
98.10
Financial income
0.28
1.67
1.68
2.19
1.90
Exceptional income
0
0
0
0
0
The main share, respectively 98.10% of total revenues achieved by the company in 2024, is
represented by the income from operating activities.
The evolution of the components of total expenditure in the past 5 years is as follows:
%
2020
2021
2022
2023
2024
Operating expenditure
98.13
99.25
98.74
98.97
99.13
Financial expenditure
1.87
0.75
1.26
1.03
0.87
Exceptional expenditure
0
0
0
0
0
0%
20%
40%
60%
80%
100%
2020 2021 2022 2023 2024
exceptional expenditure financial expenditure operating expenditure
The main share, respectively 99.13% of total expenditure made by the company in 2024, is the
expenditure on operating activities.
THE PATRIMONY OF IAR S.A. IS AS FOLLOWS:
✓ ASSESTS
The value of non-current assets at 31.12.2024 is of 115,327 thousand lei and represents the
value of the intangible assets, the tangible fixed assets affected by the amortization value, as
well as the financial assets.
Other tangible assets titles are maintained in the amount of 5,429 thousand lei on 31.12.2024 and they are:
• shareholder titles in SC Airbus Helicopters Romania SA: 5,390 thousand lei,
• shareholder titles at SC Aerodrom "Iosif Silimon" SA: 39 thousand lei,
SC Aerodromul "Iosif Silimon" SA did not register any activity as of 2014 and is under
liquidation as decided by the shareholders.
✓ STOCKS/INVENTORIES
In the stocks category are comprised:
• raw materials directly involved in the manufacturing of products and are found fully or partly in the
finite product, either in their original or processed shape;
• consumables (auxiliary materials, fuel, packaging materials, spare parts and other consumables),
which participate or support the manufacturing or operating process without usually being found in
the finite product;
• inventory objects materials;
• products, namely:
- semi-finite products;
- finite products;
- scrap, recoverable materials and waste;
- merchandise;
- packaging, including reusable packaging, purchased or manufactured, designed for sold
products that can be temporarily stored by third parties, having the restitution obligation as
stipulated in the agreements;
- production in progress;
- the goods in custody for processing or on consignment with third parties.
Certain stocks that were bought are reflected separately, for which risks and benefits were
transferred, and are in the supply process.
The accounting of stocks is held quantitatively and qualitatively by using the perpetual inventory. In
these circumstances, in the accounting are registered all incoming and outgoing transactions, which
allow the establishment and knowledge, at all times, of the stocks, both in quantity and in value.
The value of the stocks at 31.12.2024 is 489,235 thousand lei, maintained constant compared to the
previous year.
✓ RECEIVABLES
On 31.12.2024 the situation of the receivables is as follows:
lei
Total receivables
183,449,409
- commercial receivables
96,477,934
- long-term receivables
0
- paid deposits
73,876,676
- other receivables, of which:
13,094,799
• Other taxes-excises
216,513
• Sundry debtors
102,892
• Interests to be received
151,398
• VAT to be recovered
4,178,868
• Other receivables related to the personnel
7,792,788
• Undue VAT
872
• Contribution for leaves and indemnities
651,468
In the total receivables, the trade receivables in the amount of 96,478 thousand lei, respectively 52.6 %.
Their componence is:
- the amount of 14,289 thousand lei, which represents letters of guarantee for good execution, related
to the commercial contracts carried out by IAR SA and guaranteed with cash / collateral deposit
- the amount of 82,189 thousand lei, represents the value to be cashed in as per the commercial contracts.
✓ PETTY CASH AND BANK ACCOUNTS
The company cash funds at 31.12.2024 amount to 19,860,280 lei, of which:
- Liquidity in lei in other bank accounts (card accounts, dividend
distribution account, CECs, Brasov Treasury account, EXIMBANK
current account)
19,586,052 lei
- Liquidity in foreign currency
246,797 lei
- Liquidity in the cash register of the company
44 lei
- Other values
27,387 lei
✓ PAYABLES
The debts of the company stand out in the accounting based on the third parties accounts. The
providers and other payables accounting is kept on categories and on each person or entity.
Total payables, including “incomes from downpayments” (lei):
437,896,112
• financial debts
0
• trade debts
25,622,835
• creditor customers
399,160,372
• incomes registered in advance
736,906
• other debts to: personnel, budget, social insurance, of which:
12,375,999
• tax on profit
0
• other creditors (AJOFM – The Unemployment Agency)
4,312,747
• dividends
2,888,476
• current salary contributions
3,662,565
• VAT payable
0
The company’s debts struture is as follows:
• commercial debts, amounting to 25,623 thousand lei, respectively 5.85 % of the total debts;
commercial debts are current debts, in line with the deadlines stipulated in the commercial contracts.
• Other debts include the debt of "other creditors" (AJOFM) in the amount of 4,313 thousand lei,
i.e. 0.98% of total debts.
As regards the amount due to the Territorial County Employment Agencies (AJOFM), depending
on the residence of the employees made redundant by the company, this represents compensation
payments granted from the unemployment insurance budget, to employees of IAR SA whose
individual employment contracts were terminated through collective redundancies on the basis of
restructuring programmes in 2009-2010, following the privatisation and reorganisation of defence
industry units, in accordance with Article 12 of GEO 95/2002, to which IAR SA also belongs (in
accordance with GD 0813/2002).
We would like to point out that, according to art 12, ind 8 of OUG 95/2002 - "the amounts granted
from the unemployment insurance budget by way of compensatory payments will be recovered
from economic agents in the defence industry, up to a maximum of 20% of the amounts received
from leases, sales of assets and sales of shareholdings in the capital of companies".
Regarding the aspects noted above, it is clear that the amounts due as compensation payments
have no due date expressly stated, these liabilities becoming due on the date and to the extent that
IAR SA achieved revenues from the activities above.
Please note that these amounts do not bear interest, penalties or other system accessories.
• Also included in the chapter other debts is the amount of 2,888 thousand lei, representing dividends
due to shareholders unpaid or paid and returned because of the impossibility of payment from their
negligence, respectively the change of address or the communication of incomplete addresses.
The company's payables at the end of 2024 are worth 437,896 thousand lei, of which short-term debts
worth 296,330 thousand lei are current debts, whose chargeability is consistent with the legal and
contractual deadlines stipulated in the Fiscal Code.
We mention that from the total debts to be paid over a period of more than one year, the value of which is
140,829 thousand lei, the major share is accounted for by advances received under commercial contracts.
We mention that IAR SA paid on time and in full its obligations to the state budget and the budget of
the State Social Insurance, as well as the local ones.
We mention that IAR S.A. doesn’t have outstanding payments on 31.12.2024.
✓ PROVISIONS
Provisions are intended to cover liabilities whose nature is clearly defined and which, at the
balance sheet date, are likely to exist or it is certain that they will exist, but are uncertain in
terms of the amount or the date when they will occur.
The accounting of provisions is kept on types, depending on the nature, purpose or object for which they were
established.
In 2024 provisions have been established and increased in compliance with Article 26 of Law
227/2015, with Order no. 2844/2016 for approving the Accounting Regulations compliant with the
International Financial Reporting Standards applicable to companies whose securities are admitted to
trading on a regulated market.
The set-up/increased provisions value in 2024 is of 27,493 thousand lei, presenting them in the
following structure:
• provision for employees participation to profit, amounting to 3,266 thousand lei;
• provision for the retirement bonus, amounting to 2,771 thousand lei
• provision for compensation agreement in the amount of 21,118 thousand lei;
• provision for the updating of inventories of undetermined production, amounting to 338 thousand lei.
Also, provisions in the amount of 33,229 thousand lei have been canceled or diminished by the resumption on
income, as follows:
• provision for guarantees of good performance granted to domestic customers, amounting to
13,518 thousand lei;
• provision for employee profit-sharing, in the amount of 2,800 thousand lei.
• provision for retirement bonus, in the amount of 232 thousand lei;
• provision for depreciation of fixed assets, in the amount of 1,333 thousand lei;
• provision for OFFSET risk, in the amount of 16,679 thousand lei.
Thus, the adjustments for provisions represent in 2024 the amount of -5,736 thousand lei.
✓ SHAREHOLDERS' EQUITIES
The equity on 31.12.2024 is 267,124 thousand lei and shows an increase by 8.03 % compared to
2023.
The evolution of the economic-financial results of the company between 2020-2024 is as follows:
2020
2021
2022
2023
2024
Net profit (lei)
33,967,230
23,488,292
14,198,145
24,069,830
31,544,924
33967230
23488292
14198145
24069830
31544924
0
5000000
10000000
15000000
20000000
25000000
30000000
35000000
40000000
2020 2021 2022 2023 2024
Net profit (lei)
At the end of 2024, the company IAR SA no longer met the legal conditions for establishing the
legally deductible reserve from profit, taking into account the provisions of Order no. 2844/2016, of
Law 31/1990 and of Law 227/2015 with subsequent amendments and completions.
ANNEX TO THE ANNUAL REPORT 2024
List of companies in which IAR S.A. owns participations
1. At 31.12.2024 IAR S.A. holds shares in AIRBUS HELICOPTERS ROMÂNIA S.A. as follows:
Company name
Trade
Registry
registration
number
Object of
activity
% of the share
capital owned
by
IAR S.A. in
this company
Total value of
the shares
owned by
IAR SA in this
company
(RON)
Partner in the
joint venture
AIRBUS
HELICOPTERS
ROMÂNIA S.A.
J08/53/
23.01.2002
Aircraft
manufactu-
ring and repair
40
5,389,997
AIRBUS
HELICOPTERS
S.A.S.
The value of the participation is recorded in the accounting files at the nominal value per share of 0.10 lei.
AIRBUS HELICOPTERS ROMÂNIA SA is a closed company, its shares not being traded on the
share market.
Its social headquarters is: 40 1 A, Hermann Oberth Street, Ghimbav, county of Braşov 507075, tel.
0268303000.
2. IAR S.A. owns shares in SC AERODROM “IOSIF ŞILIMON” SA as follows:
- participation titles SC Aerodrom “Iosif Şilimon” SA: 39 thousand lei.
SC Aerodromul “Iosif SILIMON“ SA has not had any activity since 2014 and its liquidation is in
progress as per the resolution of the shareholders.
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR CONCLUDED ON 31 DECEMBER 2024
Drawn up in accordance with:
The Order of the Public Finance Ministry no. 2844 /2016 and subsequent
additions provided at entry 1.1 of Annex 3 to the MoF Order No. 4268/2022
BALANCE SHEET 2024 (RON)
Row
Note
December 31,
2023
December 31,
2024
A. NON-CURRENT ASSETS
I. INTANGIBLE ASSETS
1. Formation expenses
1
2. Development expenses
2
Concessions rights, patents, licenses, trade marks
and other similar values and other intangible
assets
3
17,333
18,105
4. Goodwill
4
5. Advances and intangible assets in progress
5
TOTAL
6
1(a)
17,333
18,105
II. Intangible assets
1. Land and buildings
7
52,725,143
51,057,860
2. Technical equipment and machinery
8
8,853,568
8,235,987
3. Other equipment & furniture
9
264,323
229,037
4. Advances and intangible assets in progress
10
40,204,468
46,646,977
5. Advances (ct.4093)
10a
2,090,626
3,710,009
TOTAL
11
1(b)
104,138,128
109,879,870
III. Rights to use assets arising from leasing
3,553
0
IV. Financial assets
1. Shares held in affiliated entities
12
2. Loans to affiliated entities
13
3. Participating interests
14
4. Loans granted to entities with participating
interests
15
5. Investments held as fixed assets
16
5,428,997
5,428,997
6. Other loans
17
TOTAL
18
1(c)
5,428,997
5,428,997
Non-current assets - Total
19
109,588,011
115,326,972
b. Current assets
I. Inventories
1. Row materials and consumables
20
69,220,978
128,598,919
2. Work in progress
21
96,258,417
122,691,683
3. Finished goods and merchandise
22
75,851,076
24,360,087
4. Advances for stock purchases
23
53,091,257
213,584,173
TOTAL:
24
294,421,728
489,234,862
II. Receivables
1. Trade receivables
25
12
63,688,703
96,477,934
2. Advances paid
26
52,217,220
73,876,676
3. Receivables from participating interests
27
4. Other receivables
28
13
9,675,385
13,094,799
5. Share capital called up but not paid up
29
TOTAL
30
125,581,308
183,449,409
III. Short-term financial investments
1. Shares held in affiliated entities
31
2. Other short-term financial investments
32
67,514,543
14,827,812
TOTAL
33
67,514,543
14,827,812
IV. Petty cash and bank accounts
34
11
18,127,878
5,032,468
Current assets – Total
35
505,645,457
692,544,551
C. Prepayments
36
63,166
101,027
D. Amounts payable in a period of one year
1. Debenture loans given separately from
convertible bond
37
2. Bank loans
38
0
0
3. Advance payments from customers
39
213,729,806
1,477
4. Trade suppliers
40
14
23,687,928
25,622,835
5. Trade notes payable
41
6. Payables to affiliated entities
42
7. Amounts due to entities with participating
interests
43
8. Other payables, including debts to the state
budget and social security budget
44
15
16,371,304
8,063,252
TOTAL
45
253,789,038
33,687,564
e. Current assets, respectively net current
liabilities
46
251,178,685
658,120,301
f. Total assets minus current liabilities
47
360,770,690
773,548,080
g. Liabilities: amounts payable in a period
above one year
1. Loans from bond issues
48
2. Bank loans
49
3. Advance payments from customers
50
17,534
399,158,895
4. Trade debts
51
5. Trade notes payable
52
6. Amounts owed to affiliated entities
53
7. Amounts owed to entities with participating interests
54
8. Other debts, including tax debts and social
insurance debts
55
4,448,770
4,312,747
TOTAL
56
4,466,304
403,471,642
h. Provisions for risks and expenses
2
1. Provisions for retirement benefits and other similar
obligation
57
3,650,360
6,188,695
2. Provisions for employees benefits
58
2,800,000
3,265,912
3. Other provisions
59
102,576,124
93,497,471
TOTAL PROVISIONS
60
109,026,484
102,952,078
i. Deferred income
- Investment subsidies
61
736,049
736,049
- Defferred income
62
857
857
Total
63
736,906
736,906
j. Capital and reserves
I. Capital
from which
- Paid in capital
64
47,197,132
47,197,132
- Un-paid capital
65
- The patrimony of the directorate
66
TOTAL
67
47,197,132
47,197,132
II. Share premium
68
III. Revaluation reserve
69
23,581,562
22,966,867
IV. Reserves
1. Legal reserves
70
9,439,426
9,439,426
2. Statutory or contractual reserves
71
3. Reserves representing the surplus made from
revaluation reserves
72
4. Other reserves
73
143,050,459
155,927,971
TOTAL
74
152,489,885
165,367,397
Own shares
75
6,708,000
6,708,000
Gains related to own shares instruments
76
Losses related to own shares instruments
77
V. Profit or loss carried forward
Credit balance
78
7,442,777
8,057,472
Debit Balance
79
VI. The result of the financial year
Credit balance
80
24,069,830
31,544,924
Debit Balance
81
Profit appropriation
82
3
795,284
1,301,432
Total equity
83
247,277,902
267,124,360
Public patrimony
84
TOTAL CAPITAL
85
247,277,902
267,124,360
GENERAL DIRECTOR, ECONOMIC AND COMMERCIAL DIRECTOR,
Marian-Iulian RASALIU Ion DUMITRESCU
(RON)
Row
Note
31 Dec.2023
31 Dec. 2024
1. Net turnover
1
427,484,707
381,619,358
Balance production
2
371,975,817
285,809,842
Income from sale of goods
3
55,508,890
95,809,516
Income from interests registered by entities
whose main activity is the leasing
4
Income from operating subsidies related to net turnover
5
2. Changes in inventories of finished goods
6
and the production in progress Balance C
Balance D
7
12,148,669
28,583,055
3. The production made by the entity for its
own purposes and capitalized
8
4. Other operating income
9
1,170,449
1,742,371
Operating income - Total
10
440,803,825
411,944,784
5. a) Row materials and consumables
11
225,846,315
209,717,325
Other material expenses
12
604,812
702,558
b) Other external expenses (with energy, water)
13
3,214,665
3,128,913
c) Merchandise expenses
14
44,609,481
72,338,366
Commercial discounts received
122,282
331
6. Personnel expenses
15
63,316,500
73,758,316
a) Salaries
16
60,511,747
70,553,377
b) Social security costs
17
2,804,753
3,204,939
7. a) Value adjustments related to tangible and
intangible assets
18
3,891,608
3,702,724
a.1) Expenses
19
3,891,608
3,702,724
a.2) Income
20
7. b) Adjustment on the value of circulating assets
21
b.1) Expenses
22
b.2) Income
23
8. Other operating expenses
24
29,969,317
23,372,323
8.1 Expenses regarding external services
25
29,009,364
21,252,128
8.2 Expenses with other taxes, duties and
assimilated payments
26
702,936
1,362,131
8.3 Expenses on compensations, donations and
disposed assets, environment expenses, other
operating expenses, revaluation of tangible
assets expenses
27
257,017
758,064
Expenses on refinancing interests registered by
the entities whose main activity is represented
by the leasing
28
Adjustments regarding provisions for risks
and expenses
29
39,969,294
-5,736,824
Expenses
30
66,993,209
27,492,560
Income
31
27,023,915
33,229,384
Operating expenses - total
32
411,299,710
380,983,370
Operating result
- Profit
33
4
29,504,115
30,961,414
- Loss
34
9. Income from participating interests
35
568,320
568,780
- out of which, income from subsidiaries
36
568,320
568,780
10. Income from other investments and loans
which are a part of the non-current assets
37
- of which within the group
38
11. Interest income
39
6,354,355
2,839,893
- of which within the group
40
Other financial income
41
2,974,099
4,589,492
Financial income - total
42
9,896,774
7,998,165
12. Adjustment of the value of financial assets and
financial investments held as current assets
43
Expenses
44
Income
45
13. Expenses on interest
46
566,897
1,296,898
- of which within the group
47
Other financial expenses
48
3,716,459
2,049,977
Financial expenses – total
49
4,283,356
3,346,875
Financial result
5,613,418
4,651,290
- Profit
50
- Loss
51
14. Current result
- Profit
52
35,117,533
35,612,704
- Loss
53
15. Extraordinary revenues
54
16. Extraordinary expenses
55
17. Extraordinary result
- Profit
56
- Loss
57
Total income
58
450,700,599
419,942,949
Total expenses
59
415,583,066
384,330,245
Gross result
- Profit
60
35,117,533
35,612,704
- Loss
61
18. Income tax
62
11,047,703
4,067,780
19. Other expenses on taxes not presented
among the above items
63
20. Net result of the financial year
- Profit
64
24,069,830
31,544,924
- Loss
65
A
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l
l
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t
h
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l
f
f
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B
o
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d
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GENERAL DIRECTOR, ECONOMIC AND COMMERCIAL DIRECTOR,
Marian-Iulian RASALIU Ion DUMITRESCU
SITUATION OF CHANGES IN OWN CAPITAL FOR THE FINANCIAL YEAR
ENDED ON 31 DECEMBER 2024 (RON)
Equity element
Balance on
01.01.2023
Increase
Decreases
Balance
on
31.12.2024
out of
which:
by
transfer
out of
which:
by
transfe
r
A
1
2
3
4
5
6
Subscribed capital
47,197,132
47,197,132
Share Capital adjustments
The patrimony of the directorate
Share premium
Revaluation reserve
23,581,562
614,695
22,966,867
Legal reserves
9,439,426
9,439,426
Statutory or contractual reserves
Reserves representing the surplus
obtained from revaluation reserves
Other reserves
143,050,459
12,877,512
136,591,819
Own shares
6,708,000
6,708,000
Gains related to own shares instruments
Losses related to own shares instruments
The carried-forward result
representing the undistributed
profit or the uncovered loss
Balance
C
Balance
D
The carried forward result
from the adoption for the first
time of IAS 29
Balance
C
Balance
D
The carried-forward result
arising from the first adoption
of IAS, except for IAS 29
Balance
C
7,010,620
614,695
7,625,315
Balance
D
The carried-forward result
from the correction of
accounting errors
Balance
C
432,157
432,157
Balance
D
Reported result from the
application of the Accounting
regulations compliant with
Directive IV of the E.E.C.
Balance
C
Balance
D
The profit or loss of the
financial year
Balance
C
24,069,830
31,544,924
24,069,830
31,544,924
Balance
D
Profit appropriation
795,284
1,301,432
795,284
1,301,432
TOTAL EQUITY
247,277,902
43,735,699
23,889,241
267,124,360
GENERAL DIRECTOR, ECONOMIC AND COMMERCIAL DIRECTOR
Marian-Iulian RASALIU Ion DUMITRESCU
TREASURY CASH FLOWS STATEMENT 2024 (RON)
Item denomination
Financial year
2023
2024
Operational activities:
Net profit after taxation
24,069,830
31,544,924
Adjustments for the reconciliation of net result to
net cash used in operational activities
-14,860,508
14,647,050
Depreciation and other provisions for fixed assets
3,891,608
3,702,724
Provisions for current assets
39,969,294
5,736,824
Profit from the sale of tangible assets
-53,496
10,060
Cash from operations before changes to current
capital
53,016,728
49,904,758
Changes in current capital (Note 18)
-182,848,426
-200,032,365
Paid interests
566,897
-1,296,897
Interest received
6,354,355
2,839,894
Paid income tax
4,765,115
-18,654,087
Cash generated from / (used in) operational
activities
-118,145,331
-167,238,697
Investment activity:
Acquisition of fixed assets
-10,125,144
-10,669,472
Proceeds from the sale of fixed assets
2,560
10,060
Receivables from the sale of fixed assets
568,320
568,780
Net cash used for investments
-9,554,264
-10,090,632
Financing activity:
Net (decrease)/increase of credits and long-term
payables
-313,348
136,362,673
The net increase (decrease) in short-term loans
-105,074,779
42,541,191
Paid dividends
-5,980,064
-12,344,006
Amounts paid in respect to employees’
participation to profit
-1,098,250
-2,325,939
Net cash (used)/generated by financing activity
-112,466,441
164,233,919
Changes in cash and cash equivalents
-240,166,036
-13,095,410
Balance at the beginning of the year
258,293,914
18,127,878
Increase/(decrease) in cash and cash equivalents
-240,166,036
-13,095,410
Balance at the end of the year
18,127,878
5.032.468
GENERAL DIRECTOR ECONOMIC AND COMMERCIAL DIRECTOR
Marian-Iulian RASALIU Ion DUMITRESCU
NOTES TO THE FINANCIAL STATEMENTS
1 NON-CURRENT ASSETS
a) Intangible assets
(RON)
Gross value
Depreciation (amortization and provisions)
Non-current assets
no.
rd
Opening
balance
Increase
Decreases
Closing
balance (col. 5
= 1+2-3)
Opening
balance
Depreciation
during the
year
Depreciation
relating to write-
offs
Accumulated
depreciation in
the closing
balance
(col 9 = 6+7-8)
Total
Out of which:
Decommissioning
A
B
1(1)
2(2)
3(3)
4(4)
5(5)
6(1)
7(2)
8(3)
9(4)
INTANGIBLES
01
0
Formation costs and
development costs
Other intangibles
02
2,372,920
15,586
2,388,506
2,355,587
14,814
0
2,370,401
Advances and intangible
assets in progress
03
TOTAL ( rd. 01 la 03)
04
2,372,920
15,586
2,388,506
2,355,587
14,814
2,370,401
b) Tangible assets
(RON)
Gross value
Depreciation (amortization and provisions)
Non-current
assets
Ra
w
No
Opening
balance
Increase
Decreases
Closing
balance (col.
5 = 1+2-3)
Opening
balance
Depreciation
during the
year (and
provisions)
Depreciation
related to
writen-off
assets and
cancellation of
provisions
Accumulated
depreciation
in the closing
balance(col 9
= 6+7-8)
total
Out of
which:
Decommissi
oning
A
B
1(1)
2(2)
3(3)
4(4)
5(5)
6(1)
7(2)
8(3)
9(4)
TANGIBLE
ASSETS
05
27,660,386
27,660,386
Lands
Buildings
06
44,065,419
44,065,419
19,000,662
1,667,283
20,667,945
Technical
equipment and
machinery
07
23,592,990
1,417,343
60,112
24,950,221
14,739,422
2,034,924
60,112
16,714,234
Other equipment
& furniture
08
934,520
10,817
945,337
670,197
46,103
716,300
Tangible assets in
progress
09
40,204,468
7,806,716
1,364,207
46,646,977
Advance
payments for
tangible assets
10
2,090,626
1,619,383
3,710,009
TOTAL ( rd. 05 - 10)
11
138,548,409
10,854,259
1,424,319
147,978,349
34,410,281
3,748,310
60,112
38,098,479
The tangible assets of the Company were assessed at historical cost to which were added the reassessments ordered by normative acts;
The tangible assets in Group 1, Buildings, were evaluated according to the Romcontrol evaluation report.
c)
Rights to use
assets in leasing
12
63,953
63,953
0
60,400
-60,400
0
d) Financial investments ****
(RON)
Gross value
Depreciation (amortization and provisions)
Non-current
assets
Ra
w
No
Opening
balance
Increase
Decreases
Closing
balance
(col. 5 =
1+2-3)
Opening
balance
Provisions
established
during the
financial year,
deprec.
Provisions
charged to
income,
Closing
balance
( col.13 =
10+11-12)
total
Out of which:
Decommissioni
ng
A
B
1(1)
2(2)
3(3)
4(4)
5(5)
6(1)
7(2)
8(3)
9(4)
TANGIBLE
ASSETS
13
5,428,997
5,428,997
TOTAL ( rd. 13)
14
5,428,997
5,428,997
NON-
CURRENT
ASSETS -
TOTAL
(rd.04+11+12+14)
15
146,414,279
10,869,845
1,488,272
155,795,852
36,826,268
3,702,724
60,112
40,468,880
List of companies which IAR S.A. holds participations in
Name of the
company
Registration
number
with the
Trade
Registry
Object of
activity
% of the share
capital owned
by IAR S.A. to
this company
The total value of
the shares held by
IAR SA in this
company (RON)
The joint
venture partner
AIRBUS
HELICOPTERS
ROMÂNIA S.A.
J08/53/
23.01.2002
Aircraft
constructio
n and repair
40
5,389,997
AIRBUS
HELICOPTERS
S.A.S.
AERODROM
“IOSIF
ŞILIMON” SA
J08/793/2011
Aerodrome
constructio
n and
operation
39,000
The Townhall of
Brasov
Other shareholders
AIRBUS HELICOPTERS ROMÂNIA SA is a closed company, its shares are not traded on the capital market.
SC Aerodromul "Iosif SILIMON" SA has not been active since 2014 and is in the process of being dissolved according to the decision of the
shareholders.
GENERAL DIRECTOR ECONOMIC AND COMMERCIAL DIRECTOR
Marian-Iulian RASALIU Ion DUMITRESCU
2. PROVISIONS FOR RISKS AND EXPENSES (RON)
Denomination of the provision*)
Balance at
the start of
the financial
year
Transfers**)
Balance at
the end of
the financial
year
into the
account
out of the
account
0
1
2
3
4 = 1+2-3
Provisions for receivables and
payables
187,183
187,183
Provisions for risks and expenses
17,420,772
16,678,993
741,779
Provisions for inventories
14,485,189
337,581
14,822,770
Provision for retirement premiums
3,650,360
2,770,596
232,261
6,188,695
Provisions for receivables and
payables
2,800,000
3,265,912
2,800,000
3,265,912
Provision for Contracts Dec. 2021
5,852,035
5,852,035
0
Provision related to 2022 contracts
31,840,500
3,030,300
28,810,200
Provision related to 2023 contracts
48,204,596
4,635,796
43,568,800
Provision related to 2024 contracts
0
21,118,471
21,118,471
TOTAL
124,440,635
27,492,560
33,229,385
118,703,810
3. PROFIT APPROPRIATION (RON)
Destination
31.12.2023
31.12.2024
Net profit to be appropriated:
24,069,830
31,544,924
- Legal reserve
0
0
- Reinvested profit
795,284
1,301,432
- Shares buy-back
- Unappropriated profit
23,274,546
30,243,492
Out of which:
- Offseting the accounting loss from previous years
- Shareholders’ current dividends
11,698,466
- Own financing source
11,576,080
The above appropriations were made according to official regulations on the appropriation of profit performed by the
company in accordance with the law no. 31/1990 on commercial companies and law no. 232/2016 on the national defense
industry.
4. ANALYSIS OF THE OPERATING INCOME (RON)
Crt.
No.
Indicator
Fiscal year
Fiscal year
Prior year
Current year
1
Net turnover
427,484,707
381,619,358
2
Cost of sold goods and services rendered ( 3+4+5 )
369,425,712
343,093,446
3
Main activities expenses
339,685,983
309,321,833
4
Auxiliary activities expenses
7,411,046
7,551,072
5
Production overheads
22,328,683
26,220,541
6
Gross result corresponding to the net turnover ( 1-2)
58,058,995
38,525,912
7
Selling expenses
1,683,346
1,713,960
8
General administration expenses (with acc.658)
28,041,983
30,439,140
9
Other expenses / operating income
1,170,449
24,588,602
10
Operating result (6-7-8+9)
29,504,115
30,961,414
5. SITUATION OF RECEIVABLES AND PAYABLES
A. SITUATION OF RECEIVABLES (RON)
Balance on
term of liquidity
31/12/2024
Under a year
Over a year
1. Trade receivables
96,477,934
96,477,934
2. Paid advances
73,876,676
73,876,676
3. Other receivables
13,094,799
13,094,799
4. Investment held as fixed assets
5. Other fixed receivables
T O T A L :
183,449,409
183,449,409
B. SITUATION OF PAYABLES (RON)
Balance on
maturity for balance
31/12/2024
Under 1 year
Between 1and
5 years
Over 5
years
1. Trade payables
25,622,835
25,622,835
2. Other payables
12,375,999
8,063,252
4,312,747
3. Payables to credit
institutions
4. Advance payments from
customers
399,160,372
1,477
399,158,895
T O T A L :
437,159,206
33,687,564
399,158,895
4,312,747
GENERAL DIRECTOR ECONOMIC AND COMMERCIAL DIRECTOR
Marian-Iulian Rasaliu Ion DUMITRESCU
6. ACCOUNTING PRINCIPLES, POLITICS AND METHODS
The main accounting policies adopted in preparing these financial statements are summarized below.
General information
These financial statements have been prepared in accordance with the Accounting Regulations in
conformity with the Directive IV of the European Economic Community and with International
Accounting Standards, approved by the Romanian Public Finance Ministry's Order No. 2844/2016 for
the approval of Accounting Regulations in accordance with the European directives. This order requires
these financial statements to be prepared in accordance with:
• The Accounting Law no. 82/1991 (republished);
• The disclosure requirements contained in the FMO 2844/2016
These specific provisions stipulate that the annual financial statements are compiled based on the trial
balance resulting after applying the IAS.
These financial statements have been prepared based on the historical cost convention, with the
exceptions set out in the accounting policies.
Foundations of accounting
The Company keeps the accounting records in lei ("RON") and prepares the financial statements in
accordance with the Accounting and reporting Standards issued by the Ministry of Finance.
The statements are based on the company’s accounting records, drawn up on an going concern principle
and history of costs basis and modified to their current form which is in conformity with Order no.
2844/2016. The financial statements ensure the comparability with the financial statements for the
previous period.
Use of estimates
The preparation of financial statements in accordance with PMFO 2844/2016 requires the management
of the Company to make estimates and hypotheses that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the financial statement preparation date
and the expenses reported for that period.
Going concern
The nature of the company’s main activity and the uncertainty existing in Romania regarding the
outcome of current economic policies implemented in real operational conditions, enable the emergence
of considerable unpredictable variations regarding future cash inflows. However, the directors believe
that the Company will be able to continue its activity using the going concern principle in the near
future and therefore, the financial statements have been prepared on the basis of this principle.
Conversion of transactions in foreign
The company's transactions in foreign currencies are registered at the exchange rates from the transaction
date: the gains and losses resulting from the settlement of transactions in a foreign currency and from the
conversion of monetary assets and liabilities in foreign currencies, are specified in the profit and loss
account. Such balances are converted in lei at the exchange rates established by the end of the year.
On December 31, 2024, the exchange rate used was 1 euro= 4.9741 lei , 1 usd = 4.7768 lei.
Trade receivables
The trade receivables are registered at anticipated attainable value, which is the amount originally
invoiced except for a provision for doubtful receivables. For the doubtful receivables an estimation is
made based on a review of all outstanding amounts at the end of the year.
Cash and cash equivalents
These are registered in the balance sheet under cost. For the treasury flow statement, these include cash
in hand, sight deposits and other short-term investments with high liquidity.
Tangible assets
(i) Cost
The cost of purchase of the fixed assets is the value of the element taken into consideration when
purchasing the assets and other directly attributable costs that are incurred when bringing the assets at
the present location and the necessary condition provided for their use.
The costs incurred with the maintenance and repair of fixed assets are included in the profit and loss
account, as they were executed. The improvements that significantly increase the life of the assets or
their technical performance are capitalized.
The fixed assets elements that are written off or sold are removed from the balance sheet together with
the corresponding accumulated depreciation. Profit or loss resulting from such an operation is
determined as a difference between the amount obtained and the net accounting value and are included
in the operating profit for that period.
Profit or loss resulting from such an operation is determined as a difference between the amount
obtained and the net accounting value and are included in the operating profit for that period. Fixed
assets registered as inventory objects, including equipment and tools, are registered as expenses when
put into use and are not included in the accounting value of fixed assets.
(ii) Depreciation
Depreciation is determined by linear method, in order to distribute the cost of the recorded asset during
the estimated lifespan, as follows:
Asset Depreciation method
Buildings 40-50 years, using the linear method
Other equipment and furniture 8-10 years, using the linear method
Technical equipment 5-10 years, using the linear method
Transportation means 5 years, using the linear method
(iii) Land
Land is registered at the value given by the measurement. Land is not depreciated as it is deemed to
have an indefinite lifespan.
Intangible assets
Development expenses for IT programs
Expenses which increase and extend the benefits of IT programs beyond their description and initial
lifespan are recorded as improvements and added to the original cost of the IT program. IT programs
development costs recognized as assets are depreciated on a linear method basis over their lifespan, which
does not exceed 3 years.
Financial assets
Our company owns financial assets not intended for trading, necessarily valued at fair value by means of
profit or loss.
These assets were also valued before the application of IFRS 9 at fair value according to IFRS 39.
As a consequence, the application of IFRS 9 did not bring a value impact in the financial statements of the
company, nor did the reclassification of the financial instruments held generate an impact considering that
the company owns financial instruments valued as performing exposures and recognized the gains in the
profit and loss account loss.
Other intangible assets
Intangible assets are not re-evaluated.
Inventories
Raw materials’ inventories, materials, inventory objects are recorded at the purchase price. The cost of
finished goods and of production in progress includes materials, labour force and related production costs.
The storage and picking method is FIFO.
Inventories are recorded at the lowest value between the cost and net realizable value. The cost is
generally determined on the basis of the weighted average cost. The cost of finished goods and work in
progress includes materials, labor force and related production overheads. Where necessary, provisions
are made for slow moving or defective inventories. The net realizable value is the normal selling price,
except for costs of completion and selling expenses.
Taxation
The company records the current income tax based on the net profit in the Romanian financial
statements, under Romanian law on income tax.
The differences between the International Accounting Standards and the Romanian Accounting and
Taxation Principles do not lead to the emergence of differences between the accounting basis of certain
assets and liabilities, namely income and expenses in connection with their tax basis.
Income recognition
Income from sales is recorded when the goods are delivered to the customer at an amount that does not
include commercial rebates or discounts offered.
Turnover
Turnover, excluding VAT, represents the amounts invoiced to third parties.
Turnover totaling 381,619,358 lei, is obtained as a result of activity in the field: repair and maintenance
of aircraft and spacecraft (NACE code 3030).
Cost of debt
Cost for interest on all loans are registered on expenses when they are made. Interest on loans obtained
for financing of construction of fixed assets are capitalized only until commissioning. Future interests
are registered on costs.
Pensions and other post retirement benefits
In the normal course of business, the Company makes payments to the Romanian state in its employees’
account. All employees of the Company are included in the state pension system. The company does
not operate any other pension scheme or post retirement benefits and, consequently, has no other
obligations related to pensions. Furthermore, the Company is not required to provide additional benefits
to employees.
Liabilities
Liabilities are recorded at nominal value.
In 2024, the Company established provisions for risks and expenses. Rate exchanges related to
obligations were recorded under costs.
Provisions are recognized when the Company has a legal or implicit obligation arising from past events,
when in order to settle the obligation an outflow of resources is necessary, encompassing economic
benefits, and when a reliable estimate can be made regarding the value of the obligation.
Provisions
In 2024, the following provisions were established:
❖ Tax deductible, amounting to 27,492,560, as follows:
o Provision for employees’ participation to profit amounting to 3,265,912 lei;
o Provision for the pension premium amounting to 2,770,596 lei;
o Provision for update of stocks on unfinished production amounting to 337,581 lei
o Offset risk provision in the amount of 21,318,471 lei.
Provisions in the amount of 33,229,384 lei were also cancelled:
o Provision for performance guarantees given to internal customers amounting to 13,518,131 lei
o Provizion pentru participarea salariatilor la profit in valoare de 2,800,000 lei;
o Provision for the pension premium, amounting to 232,261 lei;
o Offset risk provision in the amount of 16,678,993 lei.
Warranties
The Company is not registered with any responsibility for the repair and replacement of products under
warranty at the balance sheet date.
7 SHARES AND BONDS
a) Shares
shareholding structure is as follows:
SHAREHOLDERS
NUMBER OF
SHARES 2023
HELD
PERCEN-
TANGE
NUMBER OF
SHARES
2024
HELD
PERCEN-
TAGE
TOTAL OF SHARES
18,878,853
100%
18,878,853
100%
ROMANIAN STATE THROUGH THE
MINISTRY OF ECONOMY,
ENTREPRENEURSHIP AND TOURISM
12,250,488
64.89%
12,250,488
64.89%
LEGAL PERSONS
2,940,361
15.5787%
2,916,874
15.4505%
NATURAL PERSONS
3,688,004
19.5313%
3,711,491
19.6595%
All shares are ranked pari passu (have equal voting rights) and have a nominal value of 2.5 RON / share.
8 INFORMATION REGARDING EMPLOYEES, ADMINISTRATORS AND DIRECTORS
a) Remuneration of directors and administrators (lei)
Fiscal year
2023
Fiscal year
2024
SALARIES PAID TO DIRECTORS
RON
ANASTASOF LAURIAN
819,167
932,203
TOTAL
819,167
932,203
BOARD OF DIRECTORS
b) Employees
In the fiscal year ended on the 31
st
December, 2024, the company had an average of 372 employees (in
the fiscal year in 2023 = 369 employees).
In the normal course of business, the company makes payments to the Romanian state institutions on
behalf of its employees’ pensions. All company employees are members of the Romanian State pension
plan. The company does not operate any other pension scheme or post retirement benefits and,
consequently, has no other obligations in respect of pensions. The Company is not obliged to provide
additional benefits to employees after retirement.
9 ANALYSIS OF MAIN ECONOMIC AND FINANCIAL INDICATORS
9.1. Liquidity indicators
Denomination
Calculation formula
(A)
(B)
(B - A)
Observations
year
2021
year 2022
Variation
Rapid ratio
current assets- inventories
0.83
6.03
5.20
must be >1
(acid test)
current liabilities
Current ratio
current assets
1.99
20.55
18.56
must be ~ 2
current liabilities
9
9
.
.
2
2
.
.
R
R
i
i
s
s
k
k
i
i
n
n
d
d
i
i
c
c
a
a
t
t
o
o
r
r
s
s
a) Gearing ratio
Denomination
Calculation formula
(A)
(B)
(B - A)
Observation
year
2023
2024
Variation
Gearing ratio
total liabilities
1.04
1.64
0.60
must be <35%
total assets
Leverage ratio
borrowed capital
0%
0%
0
must be <35%
employed capital
interest cover
rate
gross profit + interest expenses
62.95%
28.46%
-34.49
must not be <2
interest expenses
2023
2024
BARBU HORATIU CATALIN
28,168
47,977
COCOS LIVIU
56,640
14,632
ANGHEL RUXANDRA RODICA
28,472
DONTU MIHAI AUREL
56,640
47,977
CRISTIAN MARISTEANU
56,640
14,632
HARALAMBIE VOICILAS
28,472
IOAN LUCIAN RUS
10,343
36,029
CATALINA PREDA
33,345
SIMONA ONESCU
24,362
CONSTANTIN ALEXIE-COTAN-BODOLAN
2,588
CRISTINA GABRIELA DRAGOMIR
2,588
ALEXANDRA CRISTIANA VASILE
2,588
BOGDAN COSTAS
2,588
TUDOR ALEXANDRU DUTU
2,588
TOTAL
265,375
231,894
9
9
.
.
3
3
.
.
P
P
r
r
o
o
f
f
i
i
t
t
a
a
b
b
i
i
l
l
i
i
t
t
y
y
i
i
n
n
d
d
i
i
c
c
a
a
t
t
o
o
r
r
s
s
Denomination
Calculation formula
(A)
(B)
(B - A)
Observation
year 2023
year 2024
Variation
Profit ratio
net profit
5.63
8.27
2.64
must be > de 1.8
sales figure
Return on
investment
net profit
3.92
3.90
-0.02
must be more > 13%
total assets
Financial
return
net profit
9.74
11.81
2.07
must be >5%
total equity
9
9
.
.
4
4
.
.
A
A
c
c
t
t
i
i
v
v
i
i
t
t
y
y
i
i
n
n
d
d
i
i
c
c
a
a
t
t
o
o
r
r
s
s
(
(
m
m
a
a
n
n
a
a
g
g
e
e
m
m
e
e
n
n
t
t
i
i
n
n
d
d
i
i
c
c
a
a
t
t
o
o
r
r
s
s
)
)
9
9
.
.
5
5
.
.
I
I
n
n
d
d
i
i
c
c
a
a
t
t
o
o
r
r
s
s
r
r
e
e
g
g
a
a
r
r
d
d
i
i
n
n
g
g
t
t
h
h
e
e
r
r
e
e
s
s
u
u
l
l
t
t
p
p
e
e
r
r
s
s
h
h
a
a
r
r
e
e
Result per share
The result per share is calculated by dividing the net profit attributable to the shareholders by the
average number of ordinary shares outstanding during the year, except for the shares repurchased by the
Company during the year. There were no dilutive potential ordinary shares during the year.
2023
2024
Net profit attributable to Shareholders - lei
24,069,830
31,544,924
Weighed average ordinary shares outstanding during the year
18,278,853
18,278,853
Gross profit per share
1.3168 lei/ share
1.7257 lei / share
10 OTHER INFORMATION
a) Informaţii cu privire la prezentarea societăţii
o The Company is headquartered in Brasov, 34 Hermann Oberth Street, and is constituted
as a joint stock company, being founded in Romania.
o The company's main activity is the construction and repair of aircraft.
o The shares issued by IAR SA were traded on the Bucharest Stock Exchange, the Equity
Sector - Standard Class actions.
b) The method used to express in the national currency the assets, revenues and expenses which
are outlined in a foreign currency
The company's transactions in foreign currencies are registered at the exchange rates from the
transaction date. The gains and losses resulting from the settlement of transactions in a foreign
currency and from the conversion of monetary assets and liabilities in foreign currencies, are recognized
in the profit and loss account. Such balances are converted in lei at the exchange rates established at the
Denomination
Calculation formula
(A)
(B)
(B - A)
Observation
year 2023
year 2024
Variation
Inventory turnover
ratio
sales figure
1.45
0.78
-0.67
inventory
turnover ratio
has increased
inventories value
Number of storage
days
average inventory*365
235.33
374.76
139.43
sales figure
Average cash
collection of clients
(IN DAYS)
clients
39.42
78.79
39.37
should be 30-
45 days
daily sales
Days payable
outstanding
average balance supplier*365
38.20
60.59
22.39
goods purchases
Use ratio of fixed
assets
sales figure
3.90
3.28
-0.62
must be >
than1
net value of fixed assets
end of the year, communicated by the National Bank of Romania.
c) Information on the income tax
Note: The reconciliation of the fiscal year result and the fiscal result, as shown in the tax declaration.
d) Fees paid to auditors
The company signed audit contracts worth 67,122 lei in 2024, as follows:
• Contract No. 191/ 11.01.2019 and AA No. 1/20.12.2022 in the amount of 13,500 EUR
e) There are no pledged/mortgaged fixed assets in 2024
11 CASH AND BANK ACCOUNTS (lei)
31 Dec.2023
31 Dec.2024
Bank deposits in lei
16,302,233
4,758,240
Bank deposits in foreign currency
1,806,160
246,797
Other values
19,423
27,387
Cash in lei
62
44
Cash in foreign currency
Other short-term financial investments
67,514,543
14,827,812
Interests receivable
163,132
151,398
TOTAL
85,805,553
20,011,678
In order to present the cash flow statements, the cash and the cash equivalents comprise the following
elements (RON):
31 Dec.2023
31 Dec.2024
Cash, bank accounts, other values
18,127,878
5,032,468
Interests receivable
163,132
151,398
Other short-term financial investments
67,514,543
14,827,812
TOTAL
85,805,553
20,011,678
12 TRADE RECEIVABLES
2023
2024
External trade receivables
8,929,939
808,135
Internal trade receivables
37,244,855
81,568,309
Advances to internal suppliers
43,856,592
37,710,512
Advances to external suppliers
8,360,628
36,166,164
31.12.2024
1. Gross accounting profit according to declaration 101
31,544,924
2. Legal reserves
0
3. Non-taxable income
33,798,165
3.1 Other deductions
3,088,028
4. Tax non-deductible expenses
35,396,067
5 Income taxable before the tax loss
6. Prior tax loss
7. Tax loss (5-4)
8. Taxable profit
30,054,798
Deposit for the SGB real estate receivable
17,701,093
14,288,674
Provisions for doubtful customers
-187,184
-187,184
T O T A L:
115,905,923
170,354,610
13 OTHER RECEIVABLES
2023
2024
Personnel receivables
0
0
VAT to be recovered
8,747,988
4,178,868
Other taxes (excise and customs duties + CCI)
574,600
867,981
Various debtors
188,385
102,892
Income tax
0
7,792,788
Receivable interest
163,132
151,398
Provision for doubtful debtors
0
0
Other receivables – VAT not due
1,280
872
TOTAL:
9,675,385
13,094,799
14 A. TRADE PAYABLES
2023
2024
Suppliers, of which
22,558,055
25,280,068
Internal
13,993,001
7,985,794
External
8,565,054
17,294,274
Fixed assets suppliers, of which
1,129,873
342,768
Internal
1,129,873
342,768
External
0
0
Advance payments from customers
213,747,340
399,160,371
T O T A L:
237,435,268
424,783,207
B. OTHER PAYABLES. INCLUDING FISCAL PAYABLES AND SOCIAL SECURITY
PAYABLES
2023
2024
State budget of which :
7,373,272
553,592
- Tax on salaries and other incomes
579,753
553,592
-Income tax
6,793,519
0
- TVA de plata
0
0
Social Security Budget
3,307,988
3,108,973
Contribution to health social insurance,
labor insurance contribution
3,307,988
3,108,973
VAT not due
Various creditors
4,497,169
4,349,287
Payables related to personnel
2,103,923
1,475,671
Dividends
3,534,017
2,888,476
Other debts, operational leasing
3,705
0
T O T A L:
20,820,074
12,375,999
C. AMOUNTS DUE TO SHORT-TERM CREDIT INSTITUTIONS (RON) = 0 LEI
15. INCOME TAX
The Company registered an income tax due for the previous concluded fiscal year worth 4,067,780 lei.
The accounting gross profit was adjusted based on fiscal principles, determining the fiscal profit. The
differences applied in preparing these financial statements between regulations issued by the Ministry
of Finance of Romania and the accounting rules do not give rise to significant differences between the
accounting value of certain assets and liabilities on the one hand, and their value established for the
purposes of fiscal taxation on the the other hand.
16. EXPENSES WITH PERSONNEL (RON)
2023
2024
Salaries and indemnities
60,511,747
70,553,377
Expenses with social security and other personnel expenses
2,804,753
3,204,939
Total
63,316,500
73,758,316
The average number of employees during the year was as follows:
TOTAL 372
17. INTEREST EXPENSES AND OTHER SIMILAR EXPENSES (lei)
2023 2024
Losses from foreign exchange differences 3,716,459 2,049,977
Interests 566,897 1,296,898
Expenditure on discounts granted - -
Other financial expenses - -
financial leasing - -
TOTAL 4,283,356 3,346,875
18. CHANGES IN CURRENT ASSETS ELEMENTS(LEI)
December 31. 2023 December 31. 2024
Receivables 125,581,308 183,449,409
Inventories 294,421,728 489,234,862
Trade payables and other payables(-) (253,789,038) (33,687,567)
TOTAL 166,213,998 638,996,707
19. FINANCIAL RISKS
(i) Market risk
The assets and monetary payables expressed in lei are analysed below:
December 31. 2023
December 31. 2024
Asset
RON
RON
Monetary assets in lei
80,072,586
19,764,881
Monetary assets in foreign currency
1,806,160
246,797
(ii) Interest rate risk
The interest rate risk means the risk that the value of a financial instrument will fluctuate due to
variations of interest rates on the market.
The company did not sign foreign currency loan agreements at variable interest rates.
(iii) Credit risk
The credit risk means the risk that one of the parties who participate to a financial instrument shall fail
to fulfill an obligation, which will cause the other party to record a financial loss, In the given situation
the management of the company argues that there may not be situations with significant influence.
(iv) Liquidity risk
The company's policy concerning liquidity is to maintain sufficient liquidity so that it can pay its
obligations on maturities' dates, The assets and liabilities are analyzed according to the period
remaining until the contractual maturities.
(v) Fair values
The accounting amounts of financial assets and liabilities with maturity under one year approximates
their fair value, On 31 December 2024, the fair value of short-term debts, estimated by updating future
cash flows with current interest rate for similar instruments on the market, does not differ significantly,
according Company's management, from the value to which these financial instruments are registered,
20. CONTINGENT LIABILITIES
Litigations and other disputes
On the date of the balance sheet, various legal actions, proceedings and investigations were open
against the company, Based on the professional advice received from the legal advisors of the
Company, the Company's management believes that the Company is unlikely to register any significant
material obligation, arising from legal proceedings against the Company,
Onerous contracts,
The company had no concluded onerous contracts on December 31, 2024.
Other aspects concerning the contingent liabilities
Environmental regulations are under development in Romania, and the Company has not registered any
obligations as of December 31, 2024 for any anticipated costs, including legal and consulting fees, site
studies, design and implementation of remedial plans, regarding environmental elements, The
Company's management does not consider the expenses associated with possible environmental
problems as being significant.
The Company's management does not consider the costs associated to any environmental problems to
be significant.
GENERAL DIRECTOR ECONOMIC AND COMMERCIAL DIRECTOR
Marian-Iulian RASALIU Ion DUMITRESCU
I. Data on Result
Row
No.
No. of units
Amounts (RON)
A
B
1
2
Units with profit
01
1
31,544,924
Units with loss
02
II. Data on outstanding payments
Row
No.
Col total
2+3
Out of which
For the
current
activity
For
investments
A
B
1
2
3
Outstanding payments- total (row 04+08+14 to
18 +22), out of which:
03
0
0
Oustanding suppliers – total (row 05 to 07) out
of which:
04
0
- over 30 days
05
0
- over 90 days
06
0
- over 1 year
07
0
Outstanding liabilites to the social security
budget – total (row 09 o 13) out of which
08
0
- Contributions to state social security due by
employers, employees and other related persons
09
0
- contributions to the health fund
10
0
- contributions to the supplementary pension
fund
11
0
- contributions to the unemployment fund
12
0
- other social liabilities
13
0
Outstanding liabilities to special funds budget
14
0
outstanding liabilities to other creditors
15
0
outstanding taxes to the state busget not paid at
due term
16
0
outstanding taxes to the local budget not paid at
due term
17
0
bank loans not repaid at due time – total ( row 19
to 21) out of which
18
0
- outstanding above 30 days
19
0
- outstanding above 90 days
20
0
- outstanding above 1 year
21
0
Outstanding interests
22
0
I. Average number of employees
Previous year
Current year
A
B
1
2
Average number of employees
01
369
372
Actual number of employees at the end of
the fiscal year, namely on 31 December
02
381
377
GENERAL DIRECTOR, ECONOMIC AND COMMERCIAL DIRECTOR,
Marian-Iulian RASALIU Ion DUMITRESCU
Data on intangible assets
Gross values (RON)
Fixed assets
Row
No,
Opening
balance
Increases
Decreases
Final balance
Total
Out of which
decommissioning
(col,5 = 1+2-3)
A
B
1 (1)
2 (2)
3 (3)
4 (4)
5 (5)
Intangible assets
01
x
Set up and development expenses
Other intangibles
02
2,372,920
15,586
2,388,506
Advances for intangible assets in progress
03
TOTAL (rd, 01 la 03)
04
2,372,920
15,586
2,388,506
Tangible assets
05
27,660,386
27,660,386
Land
Buildings
06
44,065,419
44,065,419
Technical equipment and machinery
07
23,592,990
1,417,343
60,112
24,950,221
Other equipment and furniture
08
934,520
10,817
945,337
Tangible assets in progress
09
40,204,468
7,806,716
1,364,207
46,646,977
Advances for intangible assets
10
2,090,626
1,619,383
3,710,009
TOTAL (rd, 05 la 10)
11
138,548,409
10,854,259
1,424,319
147,978,349
Rights to use the leased assets
12
63,953
63,953
0
Long term financial investments
13
5,428,997
5,428,997
NON-CURRENT ASSETS (row,
04+11+12+13)
14
146,414,279
10,869,845
1,488,272
155,795,852
Depreciations RON
Fixed assets
Row
No.
Opening
balance
Depreciation and
provisions during the
year
Depreciation
corresponding to fixed
assets written off,
adjustments charged to
income
Amortizare la sfârşitul
anului
(column 9=6+7-8)
A
B
6 (1)
7 (2)
8 (3)
9 (4)
Intangible assets
15
Set up and development expenses
Other intangibles
16
2,355,587
14,814
2,370,401
TOTAL (RD, 15+16)
17
2,355,587
14,814
2,370,401
Tangible assets
18
Land
Buildings
19
19,000,662
1,667,283
20,667,945
Technical equipment and machinery
20
14,739,422
2,034,924
60,112
16,714,234
Other equipment and furniture
21
670,197
46,103
716,300
TOTAL (row 18 la 21)
22
34,410,281
3,748,310
60,112
38,098,479
Rights to use the leased assets
23
60,400
-60,400
0
DEPRECIATIONS - TOTAL
24
36,826,268
3,702,724
60,112
40,468,880
(row 17+22+23)
GENERAL DIRECTOR, ECONOMIC AND COMMERCIAL DIRECTOR,
Marian-Iulian RASALIU Ion DUMITRESCU
STATEMENT
The undersigned Constantin ALEXIE-COTAN-BODOLAN – Chairman of the Board of Directors
of IAR S,A, Company, declare on my own responsibility, under the sanction provided by art, 326
Penal Code, regarding the false statements, that, based on the information I have, I assume my
responsibility for drawing up the financial statements and confirm that, to my knowledge:
- the annual financial statement for 2024 has been prepared in accordance with the FMO
2844/2016 for the approval of the Accounting regulations in accordance with the
International Financial Reporting Standards (IFRS),
- the financial-accounting status as of 31,12,2024 offers a correct image and in accordance
with the reality of the assets, liabilities, financial position, profit and loss account, financial
performance and other information regarding the activity carried out by IAR SA, with the
headquarters in Ghimbav, str, Hermann Oberth, no, 34, Braşov County, registered with the
Trade Register Office of Brasov under no, J08 / 4/1991, S,R,C, - 1132930, fiscal attribute R,
- the annual report 2024 prepared according to the FMO 2844/2016 and the ASF Regulation
no 5/2018, correctly and completely presents the information about the company IAR SA,
Constantin ALEXIE-COTAN-BODOLAN ………………,
CHAIRMAN OF THE BOARD OF DIRECTORS
STATEMENT
The undersigned Marian-Iulian RASALIU - General Director of IAR S,A, Company, declare on
my own responsibility, under the sanction provided by art, 326 Penal Code, regarding the false
statements, that, based on the information I have, I assume my responsibility for drawing up the
financial statements and confirm that, to my knowledge:
- the annual financial statement for 2024 has been prepared in accordance with the FMO
2844/2016 for the approval of the Accounting regulations in accordance with the
International Financial Reporting Standards (IFRS),
- the financial-accounting status as of 31,12,2024 offers a correct image and in accordance
with the reality of the assets, liabilities, financial position, profit and loss account, financial
performance and other information regarding the activity carried out by IAR SA, with the
headquarters in Ghimbav, str, Hermann Oberth, no, 34, Braşov County, registered with the
Trade Register Office of Brasov under no, J08 / 4/1991, S,R,C, - 1132930, fiscal attribute R,
- the annual report 2024 prepared according to the FMO 2844/2016 and the ASF Regulation
no 5/2018, correctly and completely presents the information about the company IAR SA,
Marian-Iulian RASALIU ………………,
GENERAL DIRECTOR
STATEMENT
The undersigned Ion DUMITRESCU – Economic and Commercial Director of IAR S,A, Company,
declare on my own responsibility, under the sanction provided by art, 326 Penal Code, regarding
the false statements, that, based on the information I have, I assume my responsibility for drawing
up the financial statements and confirm that, to my knowledge:
- the annual financial statement for 2024 has been prepared in accordance with the FMO
2844/2016 for the approval of the Accounting regulations in accordance with the
International Financial Reporting Standards (IFRS),
- the financial-accounting status as of 31,12,2024 offers a correct image and in accordance
with the reality of the assets, liabilities, financial position, profit and loss account, financial
performance and other information regarding the activity carried out by IAR SA, with the
headquarters in Ghimbav, str, Hermann Oberth, no, 34, Braşov County, registered with the
Trade Register Office of Brasov under no, J08 / 4/1991, S,R,C, - 1132930, fiscal attribute R,
- the annual report 2024 prepared according to the FMO 2844/2016 and the ASF Regulation
no 5/2018, correctly and completely presents the information about the company IAR SA,
Ion DUMITRESCU ………………,
ECONOMIC AND COMMERCIAL DIRECTOR
REPORT OF THE INDEPENDENT AUDITOR
INDEPENDENT AUDITORS' REPORT
To the Shareholders of I.A.R. S.A.
Opinion
We have audited the financial statements of the company I.A.R. S.A. Brasov (the "Company"),
headquartered in 34, Hermann Oberth Street, Sole Identification Code RO1123930, for the financial year
closed on 31st December, 2024 and the status of the global result, the status of company capitals changes
and the status of the treasury flows corresponding to the financial year closed on the afore-mentioned date,
and the notes to the financial statements, including a summary of the significant accounting policies set up in
accordance with the Public Finance Ministry Order No.2844 / 2016 on the approval of accounting
regulations compliant with the International Financial Regulations Standards (IFRS) with subsequent
modifications and supplements, provided by entry 1.1 in Annex 3 to the MoF Order No. 4268/2024.
The financial statements herein referred to concern:
-Total assets = 807,972,550 lei
-Total equity = 267,124,360 lei
-Financial year result-profit = 31,544,924 lei
In our opinion, the accompanying financial statements present fairly, in all material respects the
financial position of the Company on December 31, 2024, its financial performance and treasury
cash flows for the year ended on the mentioned date in accordance with the MF Ordinance no.
2844/2016 on the approval of the accounting regulations as per the International Financial
Reporting Standards (IFRS).
Basis for the opinion
We conducted our audit in accordance with the International Standards on Auditing (“ISA”), EU
Regulation no. 537 of the European Parliament and Council (hereinafter named “The Regulation”) and
Law no. 162 / 2017 on the statutory audit of the financial statements and of the consolidated yearly
financial statements.
Our responsibility based on these standards are explained in detail in the section The Auditor's
Responsibilities in Auditing the Financial Statements in our report.
We are independent of the company, according to the Code of Ethics for Professional Accountants (the
IESBA Code) issued by the Council for International Standards of Ethics for Accountants in conjunction
with the relevant ethical requirements to the audit of financial statements in Romania and we met all other
ethical responsibility, in compliance with these requirements and the IESBA Code.
We believe that the audit evidence that we have obtained are sufficient and appropriate to provide a basis
for our opinion.
The key aspects of the audit
The key aspects of the audit are those issues that, in our professional reasoning, had the greatest
importance to audit the financial statements of the current period. These issues were addressed in the
context of the overall financial statement audit and in forming our opinion on them and we do not provide
a separate opinion on these aspects.
Revenue recognition
Risk: due to the nature of the company activity, production of long-term qualifying assets manufacturing,
there is a risk that the income be acquired on delivery and not pro rata with its implementation as
stipulated in IAS 11 - long-term contracts.
Our response: We have identified and tested the verifications that appear on customers-incomes
financial flows and found that they are operational and present no deviations. We made additional
detailed tests to ensure that the revenue is recognized in the correct financial period in accordance with
the IFRSs.
Our audit procedures to address the risk of significant material misstatement related to the revenue
recognition, which was considered a significant risk included:
• tests of verifications, the delivery terms, the sales prices of its production;
• comparing these data on terms and prices with contracts
• a detailed analysis of the income and its recognition period based on shipping documents and expected
results of our knowledge related to the branch of activity following the movements and comparing them
with our expectations.
Provisions for risks and charges
Risk: Due to the specific sales activity dependent on a small number of customers and to the long-term
contractual agreements there are risks independent of the activity itselfof the Company to delay or cancel
orders.
Our response: During the he audit, we addressed the adequacy and recognition in the selected period of
the costs and provisions in accordance with IAS 37 - Provisions, Contingent Liabilities and Contingent
Assets and found that the assumptions and criteria used by the management to determine the provisions
for risks and charges recognized in the financial statements are adequate.
We have identified the criteria for recognition as detailed in the calculation of the Company's
management regarding future risks in the performance of contracts concluded during the audited period.
The recognition criteria are logical and prudent approaches of the company's management on the risks
inherent in the conditions of an economy insufficiently stabilized and taking into account possible
changes in the implementation of the budget in future years.
The components audit team performed extensive audit procedures regarding the recognition and
measurement of provisions for risk related to the respective components.
The audit team identified the completeness and accuracy of provisions for risks and charges as a
significant risk in the audit, reviewed the audit procedures performed by teams on the components and
discussed with the company management on the criteria for recognition.
Assessment of the production in progress
Risk: due to the nature of the company activity, the production of long-term qualifying assets
manufacturing, there is a risk to over or undervaluate and the reporting of the production in progress
influence the current financial result of the company's activity and thus its business continuity.
Our response: During the audit, we approached the recognition in the selected period of the achieving
production costs and checked the criteria used by the management to evaluate and recognize it in its
financial statements (IAS -2) noting that they were appropriate.
We checked the criteria for recognition as detailed in the calculus on production orders in progress, by the
company management, we reviewed the procedures and found that they may not have significant
deviations .The assessment of the production in progress was carried out at the cost of production, which
is lower than the net achievable value under normal conditions of operation of the company.
Other information – The Board of Directors' Report
The members of the Board of Directors are responsible for preparing and presenting other information.
The respective other information contain also the Board of Directors' Report but they do not contain the
financial statements and the auditor’s report with regard to the former and nor do they contain the non-
financial statement, as the latter is presented separately.
Our opinion with regard to the financial statements does not cover such other information and, except
for the case when it is mentioned explicitely in our report, we do not formulate any conclusion
ensuring such information.
In the audit of financial statements for the year ended December 31, 2024, our responsibility is to read the
respective information and, in doing so, to assess whether the respective information is significantly
divergent from the financial statements or from the information we acquired during the audit, or whether
they seem to be significantly flawed.
With regard to the Board of Directors' Report, we have read and report if this was set up in all its
significant aspects, as per the Ministry of Finances Ordinance no. 2844/2016, paragraphs 15-18 of the
Accounting Regulations compliant with the International Financial Reporting Standards (IFRS).
Based on the work carried out, during the auditing of the financial statements, we report that:
a) the information presented in the Board of Directors' Report for the year the financial statements have
been made for are in compliance with the financial statements in all its significant aspects;
b) the Board of Directors' Report was set up, in all material respects, as per the MFOrdinance no.
2844/2016, paragraphs 15-18 of the Accounting Regulations on annual financial statements in
accordance with International Financial Reporting Standards (IFRS).
In addition, based on our knowledge and understanding with regard to the Company and its environment,
acquired during the audit of financial statements for the year ended on December 31, 2024, we have not
identified significant distortions in the Board of Directors' Report. There is nothing for us to report on this matter.
The responsibilities of management and of the people in charge with the governance of the financial statements
The Company management is responsible for the preparation and fair presentation of the financial
statements in accordance with the IFRSs and for such internal verification that the management deems
necessary to enable the preparation of the financial statements free of significant material misstatement,
whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the company's ability
to continue its operation, showing, if the case, aspects of business continuity and using the accounts based
on contonuing the activity, unless the management either intends to liquidate the company or to downsize
its operations, or has no realistic alternative beyond.
The people in charge with governance are responsible for reviewing the Company's financial reporting
process.
The auditor’s responsibilities in an audit of financial statements
Our goals are to obtain reasonable assurance on whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, as well as to issue an auditor's report
which includes our opinion. Reasonable enssurance is a high level of enssurance, but there is no
guarantee that an audit conducted in accordance with the ISAs will always detect a significant
material misstatement, if any.
Distortions can be caused either by fraud or error and are considered significant if it can be expected,
reasonably, that they, individually or in aggregate, will influence the economic decisions of users
made on the basis of these financial statements.
As part of an audit in accordance with the ISAs, we exert the professional judgment and maintain the
professional skepticism throughout the audit.
Also:
• We identify and assess risks of significant material misstatement of the financial statements, due
either to fraud or error, and execute audit procedures in response to such risks and obtain sufficient
appropriate audit evidence to provide a basis for our opinion. The non-detection risk of that a
significant material misstatement due to fraud is higher than the non-detection of a significant
material misstatement due to error because fraud may involve collusion, forgery, deliberate
omissions, misrepresentations and avoiding internal control.
• We understand the internal control relevant to the audit, in order to design audit procedures
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the internal control of the Company.
• We assess the appropriateness of the accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the management.
• We draw a conclusion on the appropriateness of the use by the management of the accounting on a
going concern basis and determine, based on the audit evidence obtained, whether a material
uncertainty exists regarding events or conditions that may cast significant doubt on the ability of
company to continue in operation. If we conclude that there is a significant uncertainty, we must note
in the auditor's report the presentations related to the financial statements or, if these disclosures are
inadequate, to change our opinion. Our conclusions are based on the audit evidence obtained until the
auditor's report date. However, future events or conditions may cause the Company to no longer
operate under the going concern principle.
• We assess the presentation, structure and general content of the financial statements, including
disclosures, and whether the financial statements reflect main transactions and events in a manner
that achieves a fair presentation.
• We communicate to the people responsible for governance, among other things, the planned scope
and timing of the audit and the main audit findings, including any significant deficiencies in the
internal control that we identified during the audit.
• We also provide the people responsible for governance a statement that we complied with the ethical
requirements relevant to independence and that we communicated all relationships and other matters
which might be assumed, reasonably, to affect our independence and, where appropriate, the related
safety measures.
• The matters communicated between us and those charged with governance determine which are the
most important aspects to audit the financial statements of the current period and are therefore key
audit issues. We describe these issues in the auditor's report, unless laws or regulations prohibit
public disclosure of their appearance or where, in extremely rare circumstances, we determine that
they should not be communicated in our report as envisaged reasonably that the public interest
overcome the negative consequences of this communication.
Report on other legal and regulatory provisions
We were appointed by the General Meeting of Shareholders on 16th December 2022 to audit the financial
statements of IAR S.A. BRASOV. The uninterrupted total duration of our commitment is 4 years,
covering the financial years ended December 31, 2022 - 2025.
We confirm that:
In conducting our audit, we have maintained our independence from the audited entity.
We have not provided the Company with the forbidden non-audit services referred to in Article 5 para.
(1) of the EU Regulation No.537 / 2014.
Report on compliance with the Delegated Regulation (EU) 2018/815 of the Commission (Regulatory
Technical Standard on the European Single Electronic Reporting Format or ESEF)
We carried out a reasonable assurance mission on compliance with the Delegated Regulation (EU)
2018/815 of the Commission applicable to the financial statements included in the annual financial report
of IAR S.A. BRASOV (the Company) as presented in the digital files.
The responsibility of the management and persons responsible for governance for the Digital Files
prepared in accordance with ESEF
The management of the Company is responsible for the preparation of the Digital Files in accordance
with the ESEF. This responsibility includes:
• designing, implementing and maintaining relevant internal control for the application of ESEF;
• ensuring compliance between the Digital Files and the financial statements that will be published in
accordance with Order no. 2844/2016 with subsequent amendments.
Those in charge with governance are responsible for overseeing the preparation of Digital Files in
accordance with the ESEF.
The Auditor's Responsibility for Auditing Digital Files
We have the responsibility to express a conclusion on the extent to which the financial statements
included in the annual financial report are in accordance with the ESEF, in all material respects, based on
the evidence obtained.
Our reasonable assurance engagement was performed in accordance with International Standard on
Assurance Engagements 3000 (Revised), Assurance Engagements Other than Audits or Reviews of
Historical Financial Information (ISAE 3000) issued by the International Auditing and Assurance
Standards Board.
A reasonable assurance engagement in accordance with ISAE 3000 involves performing procedures to
obtain evidence about compliance with the ESEF. The nature, timing, and extent of the procedures
selected depend on the auditor's judgment, including the assessment of the risk of material deviations
from the provisions of the ESEF, whether due to fraud or error.
A reasonable assurance engagement includes:
• obtaining an understanding of the Digital File preparation process in accordance with ESEF, including
the relevant internal controls;
• reconciliation of the Digital Files with the Company's audited financial statements that will be
published in accordance with Order no. 2844/2016 with subsequent amendments.
• evaluating whether all financial statements that are included in the yearly financial report are drawn up
in a valid XHTML format.
We believe that the evidence obtained is sufficient and adequate to provide a basis for our conclusion. In
our opinion, the financial statements for the financial year ended 31 December 2024 included in the
annual financial report and presented in the Digital Files comply, in all material respects, with the
requirements of the ESEF.
In this section we do not express an audit opinion, a review conclusion or any other assurance conclusion
on the financial statements. Our audit opinion on the financial statements of the Company for the
financial year ended 31 December 2024 is included in the Report on financial statements section above.
Brasov 19.03.2025
On behalf of the auditing company:
MACAVEIU CONSULT SRL located in BRASOV, 66, Grivitei Street, Block of flats 4, ap.1,
Registered with the Auditing Companies’ Electronic Public Registry under no. 211/2001.
Ioan Macaveiu
Financial Auditor
Registered with the Financial Auditors’ Electronic Public Registry under no. 276/2001.