The Serbian state’s decision to sell its entire 33.89 per cent holding in Energoprojekt Holding has allowed the company’s majority owner to cross the 90 per cent ownership threshold, opening the way for a compulsory buyout of the remaining minority shareholders and the eventual disappearance of one of the Belgrade Stock Exchange’s most recognisable companies.
The transaction is more than the closing chapter in the long decline of a former Yugoslav engineering group. It exposes the contradiction between Serbia’s formal commitment to developing its capital market and the state’s conduct as a shareholder in one of the country’s historically important listed companies.
Serbia has a Capital Market Development Strategy for 2021–2026, has engaged the World Bank, the Ministry of Finance, the Securities Commission and the Belgrade Stock Exchange in market reforms, and has borrowed €27.7 million through the World Bank’s Catalysing Long-Term Finance through Capital Markets project. The stated goals include stronger institutions, greater investor participation, new financial instruments and improved access to non-bank financing.
Yet the practical signal from Energoprojekt is very different. Rather than using its substantial shareholding to encourage transparent valuation, attract a strategic investor or test broader demand through the stock exchange, the state accepted a takeover offer that valued the entire company at only RSD4.9 billion, equivalent to approximately €41.8 million.
The offer by Napred Razvoj was set at RSD452.25, or approximately €3.85 per share. The price was based on the six-month volume-weighted average because Energoprojekt’s shares met the statutory criteria for classification as liquid.
That classification had a decisive valuation consequence. Energoprojekt’s end-2025 book value of RSD1,159.60, or approximately €9.88 per share, was not used as the principal pricing reference. The takeover offer therefore represented a discount of around 61 per cent to book value.
It was also below the share’s nominal value of RSD514.60, or approximately €4.38, and about 14.5 per cent below the final quoted market price of RSD529, or €4.51. Expressed from the opposite direction, the last exchange price was approximately 17 per cent above the takeover offer.
The difference does not automatically prove that the offer violated Serbian takeover rules. The relevant question is broader: whether a six-month trading average formed in an exceptionally illiquid market can provide a credible measure of economic value for a company holding operating subsidiaries, engineering capacity, intellectual capital and potentially valuable real estate.
Napred Razvoj and its associated investor group controlled 55.61 per cent of Energoprojekt before the offer. Between 8 and 29 June 2026, the group acquired 3,748,879 shares at RSD452.25 each, paying a total of approximately RSD1.70 billion, or €14.45 million.
The acquisition lifted the group’s combined ownership to 90.21 per cent. Napred Razvoj itself emerged with 79.29 per cent, while the related group also includes Napred, Montinvest Properties, Switzerland-based Jopag and businessman Dobroslav Bojović, who is associated with Napred Razvoj and serves as Energoprojekt’s chief executive.
The Serbian government had been Energoprojekt’s second-largest shareholder, holding 33.89 per cent before the offer. Central securities-registry data following the transaction showed that the state no longer held shares, indicating that the overwhelming majority of the shares acquired through the offer came from the government’s portfolio.
At the offer price, the state’s holding generated proceeds of approximately RSD1.66 billion, or around €14.1 million. That amount provides an immediate budget receipt, but the proceeds are modest when measured against Serbia’s annual public expenditure, the scale of the state’s infrastructure programme or the potential value embedded in Energoprojekt’s assets.
The decision becomes more controversial when compared with the price paid during the struggle for control in 2017. Napred Razvoj acquired the decisive Energoprojekt shares at RSD1,501 per share, equivalent to roughly €12.79 at the July 2026 exchange rate. The Serbian state did not sell its holding at that time.
The latest offer of RSD452.25 was therefore almost 70 per cent below the 2017 takeover price in nominal dinar terms. The real decline is larger after accounting for nine years of inflation and the opportunity cost of capital. A share worth RSD1,501 in 2017 would need to be priced considerably above that level today merely to preserve its domestic purchasing power.
This does not mean the 2017 price remained economically justified in 2026. Energoprojekt’s business contracted substantially after the change of control, and its current operating profile is different from the group that once generated hundreds of millions of euros in annual revenue across Africa, the Middle East, Eastern Europe and the former Yugoslav market.
The comparison nevertheless raises an obvious public-asset-management question. The state rejected or declined to use a significantly higher exit opportunity in 2017, retained its position through years of declining value and then sold at less than one-third of the previous nominal share price. No detailed public investment case has explained the state’s holding period, its valuation methodology or the timing of the eventual sale.
The government also appears not to have tested whether a higher price could be achieved through an organised sale of its block. As the owner of more than one-third of Energoprojekt, the state possessed a stake large enough to attract strategic interest or justify a separate competitive procedure.
It could have sought an independent valuation, requested bids from industrial or financial investors, offered the block through the Belgrade Stock Exchange or established a reserve price above the takeover offer. Even an attempt to market the shares at RSD500, RSD600 or RSD700 would have revealed whether alternative demand existed.
At those prices, the difference in public proceeds would have been material. A sale at RSD600 per share would have increased the value of the state’s stake by roughly one-third compared with the accepted offer. A sale at RSD700 would have produced around 55 per cent more. Whether buyers would have appeared is uncertain, but the market was not given the opportunity to answer.
The valuation looks especially low when compared with Energoprojekt’s reported consolidated financial performance. The group generated nearly RSD10 billion, or approximately €85 million, of consolidated revenue in 2025 and reported net profit of around RSD1.3 billion, equivalent to €11.1 million.
At a total equity valuation of €41.8 million, those figures imply a price-to-sales ratio of approximately 0.5 times and a price-to-earnings ratio below four times. The corresponding earnings yield is more than 25 per cent.
Such multiples normally indicate either severe market mispricing or an expectation that reported earnings are not sustainable. Construction and engineering groups can record volatile profits due to claims, asset disposals, provisions, foreign projects and changes in contract accounting. A single year’s net income cannot therefore be treated as a stable cash-flow measure. Even with that qualification, the valuation reflects an extreme governance and liquidity discount.
The asset question is equally significant. Energoprojekt owns or controls real estate linked to its historic headquarters and operations, including land in Block 26 in New Belgrade, opposite the Palace of Serbia and close to one of the capital’s most valuable commercial-development zones.
Market participants have argued that this land alone could be worth several times Energoprojekt’s implied market capitalisation. No recently published independent valuation has conclusively established that figure, and development value depends on ownership structure, planning conditions, permitted floor area, infrastructure obligations and the timing of construction.
The absence of an updated transparent valuation is precisely the problem. When a company is being taken private at a large discount to book value and holds strategically located urban land, minority shareholders need credible information on the fair value of that property, any encumbrances attached to it, the development potential and the relationship between the company and its controlling shareholder.
Without that evidence, the offer price is seen not simply as a market number but as the outcome of a governance structure in which the controlling party has better information, greater influence over corporate decisions and the ability to determine the timing of the final exit.
The Napred-led group’s move above 90 per cent creates the legal basis for a squeeze-out. Following the relevant corporate approvals, the controlling shareholder can acquire the remaining shares compulsorily. Minority investors who rejected the voluntary offer may therefore lose their shares at a price derived from substantially the same valuation framework.
That changes the economic meaning of the state’s decision. Serbia was not merely selling its own portfolio. By tendering a block large enough to push the buyer over the statutory threshold, it altered the legal position of every remaining shareholder.
Before the state accepted the offer, minorities retained an ownership interest in the company and the possibility of participating in future earnings, asset development or a higher-priced transaction. After the threshold was crossed, their position became one of forced liquidity. They can dispute valuation or procedure through available legal channels, but they can no longer assume that their investment will remain outstanding.
A public shareholder should be particularly sensitive to this consequence. The state acts simultaneously as an investor, policymaker and source of the regulatory framework. Its decision inevitably carries more market weight than the decision of an ordinary private shareholder.
By selling without an independently demonstrated value-maximisation process, the government reinforced the belief that minority-shareholder protection is secondary to the objectives of controlling owners and short-term fiscal convenience. That perception matters even where every formal step complies with the letter of the law.
Energoprojekt was once a flagship of Serbian engineering. Founded in 1951, it designed and delivered power, water, industrial, transport and building projects across several continents. Its companies worked on hydroelectric facilities, transmission infrastructure, thermal generation, dams, water-treatment systems, roads, tunnels and major public buildings.
The group retains specialised businesses including Energoprojekt Entel, Energoprojekt Hidroinženjering, Energoprojekt Oprema, Energoprojekt Niskogradnja, Energoprojekt Visokogradnja, Energoprojekt Industrija and Energodata. Its workforce includes approximately 810 employees, more than 400 of whom are engineers and other highly specialised professionals.
Those capabilities have strategic relevance as Serbia and the wider region prepare large investments in energy, transmission networks, renewables, water infrastructure, transport and environmental systems. An engineering group with local knowledge, international references and an established professional base could have served as a listed platform for regional expansion, partnerships and new capital.
Instead, Energoprojekt’s revenue reportedly fell from roughly €300 million to about €100 million during a period in which Serbia itself was experiencing one of the strongest construction and public-infrastructure cycles in its recent history. The company’s decline therefore cannot be explained simply by weak sector demand.
The group became less significant while the Serbian construction market expanded, large public projects multiplied and foreign contractors increased their presence. That divergence raises questions about corporate strategy, access to domestic contracts, capital allocation and the treatment of subsidiaries and assets after the 2017 takeover.
The state remained a shareholder throughout much of this decline. It had board-level influence, voting power and the ability to scrutinise related-party transactions and major asset decisions. Its eventual exit at a depressed valuation closes the position without providing a public account of how value was protected during the holding period.
The capital-market damage extends beyond Energoprojekt. Equity investors price legal protection, governance quality and exit reliability into every investment. When minority shareholders believe that controlling owners can depress liquidity, dominate information and eventually remove a company at an unattractive price, they respond by demanding a larger discount or avoiding the market entirely.
This becomes self-reinforcing. Low trust reduces trading. Low trading makes prices easier to distort and less representative of economic value. Weak price formation discourages new listings. The absence of new companies reduces institutional participation, while pension funds, insurers and retail investors continue to favour government securities, bank deposits and real estate.
The scale of the liquidity problem is visible in the numbers. Equity turnover on the Belgrade Stock Exchange during the first half of 2026 was below €6 million. By comparison, the Zagreb Stock Exchange recorded approximately €5.4 million of share turnover in a single trading session in July.
One day in Zagreb nearly matched six months of equity trading in Belgrade. This gap cannot be closed through new platforms, legislation or promotional conferences alone. Investors need evidence that listed companies will remain accessible, disclosures will be reliable, prices will be formed through credible trading and minority rights will survive changes in control.
Serbia’s economy is substantially larger than the turnover of its equity market suggests. The country has profitable banks, insurers, telecoms companies, industrial groups, retailers, energy businesses and technology companies. Most remain unlisted, state-controlled or privately held. The exchange consequently provides little representation of the broader corporate economy.
Energoprojekt’s removal further narrows that representation. A company with a recognisable name, long trading history and exposure to infrastructure and engineering will be replaced by no comparable listing. The market loses both potential turnover and sectoral depth.
The state’s conduct also weakens its credibility when encouraging private companies to issue shares or bonds. Entrepreneurs considering a listing will ask whether the domestic market can produce a fair valuation. Institutional investors will ask whether controlling shareholders face effective discipline. Retail investors will ask whether they can remain invested when a company’s assets begin to realise value.
The World Bank-backed capital-market programme is intended to expand instruments, improve institutions and encourage corporate issuance. These technical measures are useful, but the Energoprojekt transaction shows that Serbia’s central constraint is behavioural and institutional rather than technological.
A functioning exchange requires controlling shareholders to respect minority capital, boards to protect the interests of the company as a whole, regulators to investigate suspicious price formation and the state to act as a professional owner. It also requires public stakes to be sold through processes capable of demonstrating that taxpayers received a defensible price.
The Energoprojekt offer may have satisfied the mechanical pricing provisions applicable to a liquid share. It has not resolved the economic contradiction between €41.8 million of implied equity value, almost €85 million of annual consolidated revenue, approximately €11.1 million of reported net profit, a book value more than two and a half times the offer price and real estate whose market potential remains insufficiently disclosed.
The Serbian state received around €14.1 million and removed an equity holding from its balance sheet. Napred Razvoj secured the threshold required to consolidate ownership and move toward compulsory acquisition. Minority shareholders were left with a price of €3.85 per share and shrinking room to preserve their exposure to the company’s future assets and earnings.
Serbia’s capital-market strategy reaches the end of its formal 2021–2026 period with the Belgrade Stock Exchange recording less than €6 million of first-half equity turnover and Energoprojekt moving toward private ownership. The numbers describe a market in which the shortage is not capital, companies or savings, but confidence that ownership rights will retain their value when control changes hands.
