Annual Report (ESEF) • May 27, 2024
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Download Source FileThe herein below members of the Board of Directors of LOULIS FOOD INGREDIENTS SA:
DO HEREBY DECLARE THAT To the best of our knowledge: a.# Annual Report of The Board Of Directors of LOULIS FOOD INGREDIENTS SA on the Financial Statements for the fiscal year from 1st January 2023 to 31st December 2023
This report of the Board of Directors of LOULIS FOOD INGREDIENTS SA (hereinafter referred to as the "Company") has been prepared in accordance with the current legislation and the applicable provisions of the Hellenic Capital Market Commission and is referred to the Annual Financial Statements (Consolidated and Separate) of December 31, 2023 and for the year then ended.
The LOULIS FOOD INGREDIENTS Group (hereinafter the "Group"), besides the Company, includes subsidiaries which the Company directly or indirectly controls. The Consolidated and Separate Financial Statements prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). This report includes the financial review from January 01, 2023 to December 31, 2023, the significant events that took place in 2023, the expected growth and development, the description of the most significant risks and uncertainties for next year, the Corporate Governance Statement, the Group's and Company’s significant transactions with their related parties, the most important facts that have been occurred until the date of the preparation of the financial statements as well as any other additional information required by the relevant legislation.
The Group’s Turnover (Sales) for 2023 amounted to € 202,75 million, increased by 2,44% compared to € 197,91 million in 2022. At the same time, the Company’s turnover amounted to € 176,66 million compared to € 173,30 million in the previous year, having increased by 1,94%.
Regarding Sales per Segment, a decrease was recorded in the sold quantities of the product category “Flour Mill Consumer Products & Mixtures for Bakery and Pastry” both in the Group and the Company, which accounted for the current year to 19,9 thousand tonnes compared to 21,2 thousand tonnes in the previous year. Similarly, the sales of that product category decreased in 2023 by 7,13% for the Group and 7,14% for the Company compared to the previous year.
The sold quantities of “Flour Mill Business Products” in the current year, amounted to 282,1 thousand tonnes for the Group, having increased by 13,46% compared to the prior year whereas similarly the sold quantities of “Flour Mill Business Products” for the Company amounted to 249,7 thousand tonnes, having increased by 13,54% compared to the prior year. The sales of that segment in 2023 amounted to € 140,34 million for the Group and € 125,95 million for the Company, having recorded an increase of 3,93% and 3,46% respectively, compared to the prior year.
The sales of “Mixtures & Raw Materials for Bakery and Pastry”, for 2023, performed total sales to third parties € 11,84 million compared to € 11,30 million in the previous year, having increased by 4,70%.
Lastly, the sold quantities of the product category “Cereals” for the Group and the Company for 2023 amounted to 98,2 thousand tonnes having significantly increased by 40,63% compared to the previous year. Sales of “Cereals” to third parties, for 2023, amounted to € 34,76 million for the Group and the Company, showing an increase compared to € 34,56 million for the Group and € 34,37 million for the Company in 2022.
The Group’s Cost of Sales for 2023 amounted to € 172,63 million compared to € 169,97 million in 2022, having increased by 1,56%. Respectively, the Company’s cost of sales amounted to € 151,82 million compared to € 150,29 million for 2022, having increased by 1,02%.
Accordingly, the Gross Profit for 2023 amounted to € 30,11 million for the Group and € 24,84 million for the Company, increased by 7,77% compared to € 27,94 million in 2022 for the Group and increased by 7,94% compared to € 23,01 million in the previous year for the Company. While, the ratio of cost of sales to sales, for 2022, from 14,12% for the Group and 13,28% for the Company, increased, in 2023, to 14,85%, for the Group and 14,06% for the Company.
The Group’s Administrative Expenses and Distribution Expenses amounted for 2023 to € 26,26 million, increased by 4,29% compared to the previous year which was € 25,18 million, while they increased as a percentage to sales since in the previous year they represented 12,72%% of sales compared to 12,95% in 2023. Respectively, the Company’s administrative expenses and distribution costs amounted to € 22,07 million for the current year increased by 5,40% compared to € 20,94 million for the previous year, while the Company’s ratio of administrative expenses and distribution costs to sales increased to 12,49% for 2023 compared to 12,08% for 2022.
In particular, the Group’s distribution costs, as a percentage to total sales increased, since in 2022 they represented 8,44% of sales compared to 9,02% for the current year, whereas the administrative expenses amounted to € 7,97 million for 2023 having decreased by 5,90% compared to the previous year. Similarly, the Company’s distribution costs, as a percentage to total sales increased, since in 2022 they represented 7,87% of sales compared to 8,54% for the current year, whereas the Administrative Expenses amounted to € 6,99 million for 2023 having decreased by 4,12% compared to the previous year.
The Group’s Financial Expenses amounted to € 5,21 million for 2023, significantly increased, compared to the previous year when they amounted to € 2,46 million, while they also increased as a percentage to sales from 1,24% to 2,57%. Accordingly, the financial expenses of the Company amounted to € 4,61 million for the current year, significantly increased, compared to the respective year of 2022 when they amounted to € 2,21 million, while as a percentage to sales they increased from 1,28% to 2,61%. That significant increase in the financial expenses for the Group and the Company in 2023 is partially due to maintaining of the reference rate (Euribor) at high level but mainly due to the early termination and total liquidation of Contracts of Interest Rate Swap (IRS), as have been signed on April and December of 2021, of nominal value of € 50 million which resulted in a) a financial income of € 7,22 million and b) an expense of € 1,19 million as the unamortised balance of the prepayment of the liability which arose from signing the above Contracts.
The Total Depreciation for 2023 for the Group amounted to € 6,34 million and € 5,63 million for the Company, compared to € 5,24 million for the Group and € 4,71 million for the Company for the prior year, having increased by 21,09% for the Group and 19,59% for the Company. As a percentage to sales, total depreciation increased from 2,65% to 3,13% for the Group and from 2,72% in 2022 to 3,19% for the current year for the Company.
For 2023 amounted to € 14,14 million for the Group and € 12,11 million for the Company, increased by 16,38% from € 12,15 million in 2022 for the Group and increased by 20,38% from € 10,06 million in 2022 for the Company. While as a percentage of sales they increased from 6,14% and 5,80% in 2022 for the Group and Company to 6,98% in 2023 for the Group and 6,85% in 2023 for the Company.
Taking into account all the above, the Group’s Net Profit before Tax increased significantly to € 8,31 million for the current year compared to € 2,44 million for the prior year. As a percentage to sales it increased from 1,23% in 2022 to 4,10% in 2023. Respectively, for the Company the Net Profit before Tax increased significantly to € 8,10 million for 2023 compared to € 1,28 million in the previous year. As a percentage to sales, it increased from 0,74% in 2022 to 4,58% in 2023.
Income tax amounted to € 2,04 million for the Group in 2023 from € 0,59 million in the previous year and respectively for the Company from € 0,72 million to € 2,01 million. That significant change in the income tax is due to the high profitability for 2023.
Following the above, the Group’s Net Profit after Tax amounted to € 6,23 million for the current year (distributed to the Company’s shareholders) compared to € 1,84 million in the previous year and as a percentage to sales it amounted to 3,09% in 2023 from 0,93% in 2022. Similarly, the Company’s net profit after tax amounted to € 6,08 million in 2023 compared to € 0,56 million in the previous year and as a percentage to sales it amounted from 0,32% in 2022 to 3,44% in 2023.
The high profitability in 2023 is mainly due to the early termination and total liquidation of Contracts of Interest Rate Swap (IRS), as have been signed on April and December of 2021, of nominal value of € 50 million which resulted in a) a financial income of € 7,22 million and b) an expense of € 1,19 million as the unamortised balance of the prepayment of the liability which arose from signing the above Contracts.
For the year 2023, the Operating cash flows for the Group and the Company amounted to inflow € 11,46 million and inflow € 13,10 million respectively, while in the previous year it amounted to outflow € 8,20 million for the Group and outflow € 5,97 million for the Company.The Purchases of Tangible and Intangible Assets for the Group and the Company in 2023 amounted to € 3,32 million and to € 2,55 respectively from € 4,91 million and to € 3,25 in 2022. The Group’s Total Net Borrowing 1 at December 31, 2023 amounted to € 54,56 million compared to € 67,59 million at December 31, 2022, showing a decrease of 19,28%, while the Company’s t otal net borrowing at December 31, 2023 amounted to € 46,92 million compared to € 57,45 million at December 31, 2022, having decreased by 18,33%.
In summary, the financial results of the Group and the Company are depicted through some key financial ratios and are compared to the objectives set by the Company's management, based on the size of the company, the sector in which it operates, the conditions prevailing in the market and the average figures of the sector where the data are available, as follows:
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | 01.01.2021 - 31.12.2021 | |
|---|---|---|---|
| 1 Total net Borrowing 1 | 54.557.971 | 67.590.843 | 52.171.249 |
| EBITDA 1 | 14.143.805 | 12.153.268 | 7.850.552 |
| 2 EBITDA 1 | 14.143.805 | 12.153.268 | 7.850.552 |
| Interest Paid | 5.140.450 | 2.393.288 | 1.563.071 |
| 3 Non-Current Assets | 111.448.532 | 112.341.587 | 108.806.696 |
| Total Net Borrowing 1 | 54.557.971 | 67.590.843 | 52.171.249 |
| 4 Total Net Borrowing 1 | 54.557.971 | 67.590.843 | 52.171.249 |
| Total Equity | 102.727.984 | 97.547.025 | 93.181.239 |
| 5 Total Current Assets | 91.751.015 | 110.526.876 | 87.793.616 |
| Total Current Liabilities | 49.840.682 | 49.506.217 | 41.558.673 |
| 6 Total Liabilities | 100.471.563 | 125.321.438 | 103.419.073 |
| Total Equity | 102.727.984 | 97.547.025 | 93.181.239 |
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | 01.01.2021 - 31.12.2021 | |
|---|---|---|---|
| 1 Total Net Borrowing 1 | 46.915.807 | 57.449.147 | 45.990.651 |
| EBITDA 1 | 12.105.793 | 10.055.606 | 7.157.266 |
| 2 EBITDA 1 | 12.105.793 | 10.055.606 | 7.157.266 |
| Interest Paid | 4.569.954 | 2.168.007 | 1.339.458 |
| 3 Non-Current Assets | 113.216.373 | 109.229.050 | 106.318.064 |
| Total Net Borrowing 1 | 46.915.807 | 57.449.147 | 45.990.651 |
| 4 Total Net Borrowing 1 | 46.915.807 | 57.449.147 | 45.990.651 |
| Total Equity | 102.232.541 | 97.320.079 | 94.239.287 |
| 5 Total Current Assets | 77.151.696 | 94.096.944 | 79.313.131 |
| Total Current Liabilities | 42.287.301 | 36.891.052 | 35.285.647 |
| 6 Total Liabilities | 88.135.528 | 106.005.915 | 91.391.908 |
| Total Equity | 102.232.541 | 97.320.079 | 94.239.287 |
1 For explanations and the calculation of the indicators see section “ Z. Alternative Performance Measures (APMs)”.
The Group and the Company own the following branches:
| Name | Head Office | Branches | % Parent’s participation | Basis for the consolidation |
|---|---|---|---|---|
| LOULIS FOOD INGREDIENTS SA | Sourpi, Magnisia, Greece | Keratsini Attica, Μandra Attica, Podochori Kavala, - | Parent | |
| KENFOOD SA | Keratsini, Attica, Greece | Ampelochori Viotia, Mandra Attica, Podochori Kavala, Sourpi, Magnisia | 99,996% | Direct |
| LOULIS LOGISTICS SERVICES SA | Sourpi, Magnisia, Greece | - | 99,677% | Direct |
| LEP ENERGY COMMUNITY COOPERATIVE SOCIETY WITH LIMITED LIABILITY | Keratsini, Attica, Greece | - | 20,000% | Direct |
| LOULIS INTERNATIONAL FOODS ENTERPRISES BULGARIA LTD | Nicosia, Cyprus | - | 100,000% | Direct |
| LOULIS MEL-BULGARIA EAD | General Toshevo, Bulgaria | - | 100,000% | Indirect |
The most significant events that took place during 2023 are as follows:
On April 10th, 2023 the subsidiary “KENFOOD S.A.” proceeded to the issuance of a loan of total amount of € 3,0 million of three years duration, in order to cover its working-capital needs. The loan has been granted by “Piraeus Bank” with the guarantee of the parent Company of the Group.
On May 2nd 2023, the Company proceeded with the early termination and total realization of a) the 8 April 2021 Interest Rate Swap Contract (IRS) of nominal value € 20 million with “National Bank of Greece SA”, b) the 9 April 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Eurobank SA”, c) the 2 December 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Eurobank SA” and d) the 8 December 2021 Interest Rate Swap Contract (IRS) of nominal value € 10 million with “Alpha Bank SA”. The realization amount after the early termination of the aforementioned contracts amounted to € 7,22 million with collection date May 2nd 2023.
On June 7th, 2023 the Annual General Meeting of Shareholders took place where 56,49% of the share capital was represented, which means that the shareholders and the shareholders’ representatives who attended and voted represented 9.671.687 shares and 9.671.687 votes.
The Annual General Meeting of the Shareholders of the Company made the following decisions on the agenda items, as those are being presented according to the vote results, which have been published also on the legally registered site of the Company to the General Commercial Registry (G.E.MI.) (https://www.loulis.com ):
The Annual General Meeting of June 07, 2023 decided the increase of the share capital of the Company by € 2.054.433,60 by increasing the nominal value of each share by € 0,12 (from € 0,94 to € 1,06) with capitalization of the reserves “difference from the issue of shares above par” and the simultaneous decrease of the share capital of the Company by the same amount (€ 2.054.433,60) by decreasing the nominal value of each share by € 0,12 (from € 1,06 to € 0,94) , in order to return capital in cash to shareholders € 2.054.433,60 i.e. € 0,12 per share and the relevant amendment of article 5 of the Articles of Association of the Company.
Following the increase and the simultaneous decrease mentioned above, the share capital remains at the amount of € 16.093.063,20, divided into 17.120.280 nominal shares, of an amount of € 0,94 per share.
On June 09, 2023, the decision with number 2975766ΑΠ/09.06.2023 of the Ministry of Development and Investment which approved the modification of art. 5 of the Company’s Articles of Association has been published on the General Commercial Registry (G.E.MI.) with registration number 3635132.
The Corporate Actions Committee of the Athens Stock Exchange during its session on June 16, 2023, was informed about the equal increase and reduction of the par value of the Company’s shares and the capital return in cash to shareholders of € 0,12 per share.
In the light of the above, as of the following date of June 26, 2023, the shares of the Company were traded on the ATHEX under their final par value of € 0,94 per share without the right to the benefit of the capital return in cash of € 0,12 per share.
From the same above date, the upset price of the Company’s shares in the Athens Stock Market shall be formed in accordance with the Bylaws of Athens Stock Exchange, in combination with decision no. 26, issued by the BoD of the Athens Stock Exchange, as now in force.
Shareholders entitled to receive the capital return are those registered in the electronic registry of the Dematerialized Securities System (DSS) on June 27, 2023. The payment date of the capital return was set July 03, 2023 through ALPHA BANK.
On May 31 st 2023 the Annual General Meeting of the Shareholders of the Group’s subsidiary “GREEK BAKING SCHOOL SA” convened and decided the liquidation and dissolution of that company due to its inactivity within the last years and its accumulated loss.
On October 4 th 2023, the Minutes of the General Meeting of that subsidiary, with date September 29, 2023, and which approved the final liquidation-end balance sheet with date September 29, 2023 have been submitted to the General Commercial Registry (G.E.MI.) with registration number 3792528.
Therefore, the Group’s subsidiary “GREEK BAKING SCHOOL SA” has been removed from the General Commercial Registry (G.E.MI.).
On June 20, 2023 the Company proceeded with the issuance of a bond loan of total amount of € 15,0 million in order to refinance its existing borrowing and cover its working-capital needs. The loan term is for one year with a possible extension for a further two years. The loan has been granted by “National Bank of Greece SA”.
On June 27, 2023 the Group’s subsidiary “KENFOOD SA” proceeded with the issuance of a bond loan of total amount of € 3,5 million in order to refinance its existing borrowing and cover its working-capital needs. The loan term is for one year with a possible extension for a further two years. The loan has been granted by “National Bank of Greece SA” with the guarantee of the parent Company of the Group.
On September 8 th 2023 the Bulgarian Investment Agency completed the audit of the Group’s investment «LOULIS MEL-BULGARIA EAD» in the industrial zone of Bozhurishte in Sofia, Bulgaria, and provided the company with the relevant certification of fulfilment of its investment obligations. The investment concerned the purchase of land from the company “National Company Industrial Zones”, which is under the supervision of the Ministry of Finance of Bulgaria, with a view to make the relevant investment.
On April 12 th 2021 the Group’s subsidiary began the construction of a cereal silo with a capacity of 7.000 tonnes in the aforementioned plot, with the cost of the investment having been budgeted at € 2,8 million. The Group’s subsidiary completed the above investment on time, in accordance with the terms of the contract.
On October 13, 2023 the Company decided to participate in the share capital increase of its subsidiary at a rate of 99.99% "KENFOOD SA” by full payment of the total amount of the share capital increase € 5.016.000,00 with the aim to cover its subsidiary’s whole participation as submitted to the Development Law 4887/2022 for granting aid with file code ΥΠΕ/07/8/31667/02 and to further support its cash needs.
In particular, on October 16, 2023 the Extraordinary General Meeting of the Shareholders of "KENFOOD SA” decided by a vote of 200.000, i.e. 100% of its share capital the share capital increase by € 1.650.000,00 with the issuance of 165.000 new common registered shares of the amount of € 10,00 per share and with a sale price of € 30,40 each.
The funds that were raised from that share capital increase in cash amounted to € 5.016.000,00 and have been distributed as follows: € 1.650.000,00 (equal to 165.000 shares X € 10 each) for the share capital increase and € 3.366.000,00 (equal to 165.000 shares X € 20,40 each) to the credit of the account “Reserve from Issue of Shares for the Premium”.
Consequently, the share capital of "KENFOOD SA”, after the above increase, amounts to € 3.650.000,00 divided into 365.000 common registered shares with nominal value of € 10,00 per each.
It should be noted that the amount of € 1.492.631,20 from the total aforementioned share capital increase represents the cover of the participation of "KENFOOD SA” as submitted to the Development Law 4887/2022 with file code ΥΠΕ/07/8/31667/02 which concerns “Building and Engineering Expansion of Existing Production Unit of Mixtures for Bakery and Pastry at Ampelochori of Viotia, Prefecture of Central Greece” of a total investment cost at € 2.952.262,40.
The vision of LOULIS FOOD INGREDIENTS SA is "to create value for human nutrition”. The continuous commitment of the Management is to keep that vision in order the Group to remain the undoubtful leader and pioneer in the market.
In particular, the mission of the Group is:
* to produce and distribute innovative raw materials of high quality as well as render high-level services in the food market
* to pioneer and develop with social and environmental responsibility with respect to its three centuries tradition as well as to create value for its customers, employees, shareholders and the society.
* to be the leader in the market of Southeast Europe and at the same to time enforce its export orientation with environmental and social responsibility.
Within the last years the Group is continually evolving. The Group is not anymore a flour mill only, yet it has evolved into a producer and distributor of raw materials, supporting bakers and pastry-makers with goods and services.
For 2024, the group firstly aims to achieve its annual business goals and secondly to set the foundations for its long-term development.
The main strategic orientations and priorities of the Group for 2024 are:
* Increase HO.BA.RE.CA. sales (Hotel, Bakery, Restaurant, Café).
* Development of B2C sales. Maintaining the leadership in the preference of Greek consumers and development with quality and innovative new products.
* Development of the sales network in Bulgaria aiming in sales with greater profitability.
* Product Superiority. Improvement of the quality and diversity of the existing provided products and services. To produce innovative and of high quality new products in the following years.
* Operational Efficiency. Increasing productivity in order to decrease production cost.
* Environment, Society and Governance. Emphasizing sustainability and social activation. Optimization of the corporate governance’s mechanisms.
The foreseen performance for 2024 depends to a great extent on the continuous uncertainty in the local and international markets resulted from the growing geopolitical tensions and the difficult macroeconomic environment due to inflationary pressures, increases in interest rates and disruptions in energy market.
Within 2024 consumption of food products within the Eurozone is expected to moderately rise and continue to recover compared to the previous year in line with the expected inflation decline and the uncertainty of the security of energy supply and pricing, having a positive effect on the financial results of the group.
In any case, the effect in the following period as well as the recovery course cannot be estimated since they depend on the course of indicators and figures such as international commodity prices, energy cost, local and regional demand, the effect from the monetary and fiscal policy measures etc., facts that the Group is not able to influence.# E. Main Risks and Uncertainties for the Next Year
The Group has developed and applied an effective “Business Risk Management System” for recognizing, assessing, managing, treating and monitoring business risks. Management applies appropriate and affective policies, procedures and tools in order to take into account and effectively manage corporate risks in the process of taking the best decision mainly for the Group’s smooth business operation. Management continuously assesses the possible effect of any changes in the macroeconomic and financial environment within the countries the Group operates so as to ensure that all the appropriate actions and measures shall be taken in order to minimize any impact on the Group’s activities. Based on current assessment, Management has concluded that additional impairment provisions of financial and non-financial assets at December 31, 2023 are not necessary. The main risks that the Group is exposed to and is likely to face next year are as follows:
The macroeconomic conditions continue to be subject to instability both in Greece and globally by the financial risks derived from significant geopolitical tensions as well as the fluctuation of interest rates, the disruptions in energy market and the inflationary pressure which led prices of raw materials to increase. Management continuously assesses the possible effect of any changes in the macroeconomic and financial environment within the countries the Group operates taking into account the international financial developments, so as to ensure that all the appropriate actions and measures shall be taken in order to minimize any impact on the Group’s activities. Growing inflation and high prices of energy have affected the financial and operational performance of the Group. Management closely monitors macroeconomic developments and the financial perspectives in order to minimize uncertainties and risks.
The Group does not operate in Ukraine and Russia. However, the geopolitical uncertainty led to higher inflation and increased instability in energy market affecting the overall financial environment, conditions that may possibly continue to exist. Moreover, there is increased risk from disruptions in the global supply chain. Regarding cereal markets, during the period that imports from the countries involved have been banned the Group timely found alternative supply solutions from the rest wheat-producing countries in Europe. Management continuously monitors the developments and possible effect on turnover, results and financial position of the Group from the increasing prices of raw materials, disruptions in the global chain supply and high energy cost in order to take the appropriate measures for the smooth viability of the Group and the Company.
The increase in the average global temperature has caused many extreme natural disasters (disastrous floods, frosts, heavy snowfall and large fires due to prolonged drought). Risks arising from climate change effect and the transition to a low-carbon economy is expected to affect the majority of the business units regarding viability issues. Taking into account the extreme natural disasters of recent years, management takes all the appropriate action so as to remove or minimize problems that may arise, beyond insurance coverage for insurable risks.
The Group does not have significant concentration of credit risk in any of its contracting parties, mainly due to the large number of customers and the great dispersion of the Group's customer base. The Management of the Group has adopted and applies credit control procedures to minimize its doubtful receivables through the evaluation of the credit ability of its customers and the effective management of the receivables before they become overdue. For the monitoring of credit risk, customers are classified according to the maturity of their receivables, the historical background of their collection taking into account future factors relating to customers as well as the broader financial environment. Additionally, the Group’s companies have an insurance contract that covers most of their claims. This contract cannot be sold or transferred. Customers who are considered to be unreliable are reevaluated at every reporting date and when a likelihood of non-recovery of these receivables occurs, a provision for doubtful debts is formed.
The Group keeps its liquidity risk at low levels through the availability of adequate cash or/and approved bank credit limits ensuring the fulfillment of the Group’s short-term financial liabilities. The Group’s liquidity ratio (current assets to current liabilities) amounted to 1,84 at December 31, 2023 towards 2,23 in the previous year. For the monitoring and management of liquidity risk the Group forms cash flow projections on a regular basis.
The Group’s exposure to the risk of changes in the interest rates relates to its short-term and long-term loans. The Group manages interest rate risk through keeping all loans at variable interest rates and at the same time the Group has entered into contracts of interest rate swaps in order to gain a fixed cost of long- term borrowing from a Euribor-index change. The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the interest rates change by one percentage point:
| Interest Rate Volatility | Impact on Company’s EBT | Impact on Group’s EBT |
|---|---|---|
| 01.01.2023 - 31.12.2023 | ||
| 1,00% | -537.307 | -634.730 |
| -1,00% | 537.307 | 634.730 |
| 01.01.2022 - 31.12.2022 | ||
| 1,00% | -664.267 | -786.048 |
| -1,00% | 664.267 | 786.048 |
The Group operates in Southeast Europe and as a result any change in the operating currencies of those countries towards other currencies exposes the Group to risk of exchange rate. The main currencies involved in the Group’s transactions are Euro and Bulgarian Lev. The Group's Management continuously monitors the foreign exchange risks that may arise and assesses the need for action, yet at the moment there is no such risk since the exchange rate between the two currencies is stable from 1 January 1999 (BGN 1.95583 = EUR 1).
The Management of the Group takes all the necessary measures (insurance, storage) in order to minimize the risk and the contingent loss due to inventory loss from natural disasters, thefts, etc. Moreover, due to the inventory΄s high turnover ratio and the simultaneous inventory’s long duration (expiry date), the risk of their obsolescence is very limited.
The Group is exposed to risk derived from the fluctuation in prices of the used raw materials for its products. The fluctuation in prices of the raw materials during the recent years as well as the general economic crisis lead to the conclusion that this fluctuation will continue to exist. Therefore, exposure to that risk is considered high and for that reason the Group's Management takes all the necessary measures in order, firstly, to eliminate the Group’s exposure to that risk through achieving specific agreements with its suppliers and the use of derivative financial instruments and secondly, to timely adjust its pricing and commercial policy.
Management has installed a reliable “System Of Internal Control” in order to detect malfunctions and exceptions within its commercial operations. In this context, operational, strategic, regulatory, financial and legal risks as well as risks relating to information systems are assessed and monitored. The Group is exposed to operational risks which Management treats them either with safeguards or transferring the risk to third parties (e.g. insurance companies). Property insurance and other risk cover are adequate.
According to the ESMA/2015/1415en Guidelines on Alternative Performance Measures (APMs) of the European Securities and Markets Authority, an Alternative Performance Measure (APM) is a financial measure of historical or future financial performance, financial position or cash flows, which is not defined or provided in the current Financial Reporting Framework (IFRS). APMs typically arise from or are based on financial statements prepared in accordance with the current Financial Reporting Framework (IFRS), primarily with the addition or deduction of amounts from the figures presented in the Financial Statements. The Group uses to a limited extent Alternative Performance Measures (APMs) when publishing its financial performance, in order to better understand the Group's operating results and financial position.
The indicator Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) ,which aims to a better analysis of the Group’s and Company’s results, is estimated as follows: Profit/(Loss) before tax, as adjusted by the addition of "Financial Expenses" and "Depreciation", without including the items "Financial Income", "Fair Value valuation of bonds and participations", “Other Expenses” and “Other Income” (excluding “Other Operating Income”). The margin of this indicator is calculated as the ratio of the "Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)" with the total of "Sales".# Group and Company Financial Data
| Item | Group 2023 | Group 2022 | Company 2023 | Company 2022 |
|---|---|---|---|---|
| Sales | 202.745.766 | 197.908.200 | 176.663.442 | 173.303.050 |
| Profit/(Loss) before Tax | 8.305.531 | 2.435.721 | 8.095.800 | 1.280.084 |
| Other Income (excluding Other Operating Income) | (736.218) | (815.871) | (249.770) | (812.439) |
| Other Expenses | 2.108.623 | 1.970.273 | 1.177.773 | 1.927.064 |
| Fair Value valuation of bonds and participations | 466.954 | 872.638 | 506.078 | 872.638 |
| Financial Income | (7.550.276) | (5.028) | (7.670.684) | (133.116) |
| Financial Expenses | 5.206.439 | 2.457.358 | 4.613.802 | 2.211.295 |
| Depreciation | 6.342.752 | 5.238.177 | 5.632.794 | 4.710.080 |
| Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) | 14.143.805 | 12.153.268 | 12.105.793 | 10.055.606 |
| Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) margin) | 6,98% | 6,14% | 6,85% | 5,80% |
The indicator Earnings before Interest and Tax (EBIT), which serves the better analysis of the Group’s and Company’s operating results, is estimated as follows: Profit/(Loss) before tax, as adjusted by the addition of "Financial Expenses", without taking into account the items "Financial Income", "Fair Value valuation of bonds and participations", “Other Expenses” and “Other Income” (excluding “Other Operating Income”). The margin of this indicator is calculated as the ratio of the "Earnings before Interest and Tax (EBIT)" with the total of "Sales".
| Item | Group 2023 | Group 2022 | Company 2023 | Company 2022 |
|---|---|---|---|---|
| Sales | 202.745.766 | 197.908.200 | 176.663.442 | 173.303.050 |
| Profit/(Loss) before tax | 8.305.531 | 2.435.721 | 8.095.800 | 1.280.084 |
| Other Income (excluding Other Operating Income) | (736.218) | (815.871) | (249.770) | (812.439) |
| Other Expenses | 2.108.623 | 1.970.273 | 1.177.773 | 1.927.064 |
| Fair Value valuation of bonds and participations | 466.954 | 872.638 | 506.078 | 872.638 |
| Financial Income | (7.550.276) | (5.028) | (7.670.684) | (133.116) |
| Financial Expenses | 5.206.439 | 2.457.358 | 4.613.802 | 2.211.295 |
| Earnings before Interest and Tax (ΕΒΙΤ) | 7.801.053 | 6.915.091 | 6.472.999 | 5.345.526 |
| Earning before Interest and Tax (ΕΒΙΤ) margin | 3,85% | 3,49% | 3,66% | 3,08% |
The “Total Net Borrowing” is one ESMA that the Management uses to evaluate the capital structure of the Group and the Company. It is estimated as the sum of the items “Long-term Borrowing Liabilities “and “Short- term Borrowing Liabilities”, net of the item “Cash and Cash Equivalents”.
| Item | Group 2023 | Group 2022 | Company 2023 | Company 2022 |
|---|---|---|---|---|
| Long-term Borrowing Liabilities | 35.001.739 | 60.077.548 | 30.525.000 | 53.675.000 |
| Short-term Borrowing Liabilities | 28.471.255 | 18.527.222 | 23.205.739 | 12.751.710 |
| Cash and Cash Equivalents | (8.915.023) | (11.013.927) | (6.814.932) | (8.977.563) |
| Total Net Borrowing | 54.557.971 | 67.590.843 | 46.915.807 | 57.449.147 |
According to par. 1 article 152 of Law 4548/2018, the Corporate Governance Statement is included in the Annual Report of the Board of Directors of “LOULIS FOOD INGREDIENTS SA” for the fiscal year 1/1- 31/12/2023. The reference date of the Corporate Governance Statement is 31.12.2023.
In compliance with article 17 of Law 4706/2020 and upon the decision of the Board of Directors dated on 25.06.2021, the Company applies the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council (HCGC) (June 2021), taking into consideration the relevant amendments of the legislative framework, the regulations and the best international practices of corporate governance as in force. The Hellenic Corporate Governance Code is posted on the website of the Hellenic Corporate Governance Council: https://www.esed.org.gr/web/guest/code-listed. Apart from the website of HCGC the Code is available on the official corporate website of the Company: https://www.loulis.com/kodikas-etairikis-diakyvernisis.
A description of the deviations of the Company from some special practices of the Hellenic Corporate Governance Code and a brief justification of such deviations follow:
2.4.14. The contracts of the executive members of the Board of Directors provide that the Board of Directors may require refund of all or part of the bonus awarded, due to breach of contractual terms or incorrect financial statements of previous years or based generally on incorrect financial data, used for the calculation of this bonus. Such a provision is not included in the contracts of the executive members of the Board of Directors since the Remuneration Policy of the Company includes a corresponding term: “The payment of variable remuneration can be cancelled upon decision of the BoD in case the receiver has proven to have breached the Corporate Principles Code of the Company or has been convicted by a Criminal Court or in case the payment of the variable remuneration was based on corporate profit data that subsequently proved to be incorrect”. Therefore, the adoption of the relevant practice of HCGC is not considered appropriate and no significant risk is estimated to arise from the above deviation.
The Company does not apply Practices of Corporate Governance additional to the requirements of the relevant legislation.
The Company applies Corporate Governance System which includes the Internal Auditing System. The Internal Auditing System (IAS) is the set of internal auditing mechanisms and procedures, including risk management, internal auditing and regulatory compliance, which covers on a continuous basis every activity of the Group and contributes to its safe and efficient operation. The Internal Auditing System includes but it is not limited to the following characteristics:
The Company’s Internal Auditing System aims therefore at achieving the following targets:
a) Consistent implementation of the business strategy along with the effective use of the available resources.
b) Effective operation of the Internal Auditing Unit the structure, operation and responsibilities of which are defined by its Internal Auditing Charter.
c) Effective risk management, through the identification and management of significant risks linked with the operation and activity of the Company, through management risk operation.
d) Completeness and reliability assurance of the required data and information for the ultimate and timely determination of the Company’s financial and non-financial status and preparation of reliable financial statements, according to article 151 of Law 4548/2018.
e) Company’s Effective compliance with the regulatory and legislative framework as well as the internal auditing mechanisms of the Company’s operation through regulatory compliance.
The Board of Directors ensures that the Internal Auditing System’s functions are independent of the business lines they control, including that they have the appropriate financial and human resources as well as the authority to effectively perform their role. The reporting lines and the allocation of responsibilities are clear, enforceable and duly documented. In addition to the Internal Auditing System, the Board of Directors annually reexamines the corporate strategy and the main business risks affecting the Company. The Internal Auditing Unit of the Company audits the proper implementation of each procedure and internal auditing system regardless of its accounting or non-accounting nature and assesses the company through reviewing its activities, acting as a service accountable to Management. Its main mission is monitoring and improvement of the policies of the Company and of its subsidiaries (hereinafter “Group”) and the advisory support to the BoD through submitting relevant proposals regarding the Internal Auditing System.
The Internal Auditing System aims, among others, at achieving completeness and reliability assurance of the required data and information for the ultimate and timely determination of the Company’s financial financial status and preparation of reliable financial statements. Regarding the preparation of financial statements the Company declares that the financial reporting system of the Company uses an accounting system sufficient enough for reporting to Management as well as to other third-party users. The Financial Statements as well as other reports referring to management are prepared on a separate and consolidated basis in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) for reporting purposes to management and for publishing purposes, according to the applicable regulations. Management information as well as financial information for publishing include all the necessary information regarding an updated internal auditing system including sales analysis, cost/expenses, operating profit as well as other data and ratios. All reports to management include current data compared with the corresponding data of the previous referring period. All the published interim and annual financial statements include all the required information and disclosures on the financial accounts, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU), are being reviewed by the Audit Committee and correspondingly are being approved by the BoD as a whole.# The Company has developed and applies policies and procedures for the preparation of the financial statements to ensure their credibility and compliance with legislation and regulations that affect their preparation and publishing. These procedures relate to the proper audit and recording of revenue and expenditure, as well as the monitoring of the status and value of the Company’s assets. The implemented policies and procedures, relating to the preparation of the financial statements concern among others:
* Procedures for closing periods that include the submission deadlines, responsibilities, classification and analysis of the accounts and updates for the necessary disclosures.
* Reconciliation of the account balances of Customers and Suppliers and other receivables and liabilities, at a regular time basis.
* Procedures that ensure that the transactions are recognized in accordance with the International Financial Reporting Standards.
* Reconciliation of the bank accounts and borrowing accounts kept by the Company at approved Banks on a monthly basis.
* Audit and reconciliation of the cheques receivable and cheques payable.
* Forming provisions for the Company’s receivables and liabilities when the supporting documents have not yet been obtained.
* Carrying out inventory physical counting and audit of the warehouse imports – exports on a monthly basis.
* Audit and reconciliation of sales with the documents issued.
* Implementation of policies and procedures for areas such as significant purchases, payment and collection procedures, managing inventories, etc.
* Implementation of procedures for entries being made by different people within the context of segregation of duties.
* Approvals and procedures for the correct entry of the Company’s expenses into the accounts of the applied chart of accounts and the correct cost center;
* Procedures for purchase approvals, register and monitoring of assets and charging of the proper depreciation amounts;
* Procedures for monitoring and managing staff and payroll liabilities.
* Procedures that ensure the proper implementation of the Company’s applied accounting chart and that the access and the changes made to it through the Company’s Information System are only carried out by authorized users in specified area of responsibility.
At the end of each period the accounting department of the Company conducts the required actions for the preparation of the Financial Statements according to law. The Information System of the Company is continually being developed and upgraded in close cooperation with a competent IT Company in order to adjust to the Company’s continuously growing and specific needs for the support of the Company’s long-term goals and prospects. In addition, safeguards are applied regarding:
a) identification and risk assessment in relation to the credibility of the financial statements,
b) management planning and monitoring regarding financial figures,
c) fraud prevention and revealing,
d) roles/responsibilities of staff,
e) process of period-closing including consolidation (e.g. procedures, accesses, approvals, reconciliations etc.) and
f) assurance of the provided data from the information systems.
The preparation of the internal reports to Management and the required reports by Law 4548/2018, the International Financial Reporting Standards and the supervising authorities are conducted by the Financial Administration which consists of qualified and experienced executives for that purpose. Management ensures that those executives update their knowledge regarding any changes in accounting and tax issues relating to the Company and the Group. The Company has implemented separate procedures for gathering the required data from the subsidiaries and ensures the reconciliation of each transaction and the implementation of the same accounting policies by the Group’s companies.
In accordance with case i par. 3 and 4 of art. 14 of Law 4706/2020 and the decision 1/891/30.09.2020 of the BoD of the Capital Market Commission, as they amended and apply, the procedure of the periodic evaluation of the ICS of the Company and of its significant subsidiaries by an Independent Evaluator is determined as well as the preparation of an Evaluation Results Report of ICS. The first evaluation of the ICS has been completed on March 31, 2023 with reference date December 31, 2022 and reference period from the date art. 14 of Law 4706/2020 entered into force i.e. July 17,2021. Based on this, the Company, by decision of the BoD, commissioned ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS S.A., member of Crowe Global network, Fokionos negri 3, 112 57, Athens and R.N. S.O.E.L.: 125, the work “Evaluation of the Internal Control System”, for the evaluation of the adequacy and effectiveness of ICS of the Company and of its significant subsidiaries with a reference date of 31.12.2022. The evaluation of ICS has been conducted by Mrs. Latifi Adamantia, Certified Auditor Accountant with R.N. S.O.E.L.: 33191 and took place between 09/11/2022 until 14/03/2023. The Adequacy and Effectiveness Evaluation Report of ICS (Summary) has been prepared in accordance with the International Standard of Assurance Work 3000 “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”, which is integral part of Evaluation Results Report of ICS of the Company. The Evaluation Report includes all the audit chapters as defined in chapter ii.b of the Decision 1/891/30.09.2020 of the the BoD of the Capital Market Commission. The aforementioned Evaluation Report has been submitted to the BoD of the Company and does not include material findings. Therefore, the Report does not conclude to a qualified opinion of the Independent Evaluator. The next evaluation of the adequacy and effectiveness of the ICS of the Company and of its significant subsidiaries refers to the period 01/01/2023 to 31/12/2025 and must be completed until 31/03/2026.
Zakinos Cohen, Internal Auditor
He is Economist, born in Volos in 1979. After completed successfully his studies in Business Administration at University of Piraeus he continued his post- graduate studies at Bonn University of Germany, where he completed postgraduate course LLM and specifically “European Regulation of Network Industries” acquiring expertise in union law of regulatory authorities and competition. He has been for many years store Manager of a large retail company. From 2015 until 2019 he has been Deputy General Director of the strategic importance on-port terminal cereal-silo of the company “Al Dahra Holding LLC” in UAE and upon his return to Greece he has been appointed as Office Director of the General Secretariat of Tourism Policy and Development in the Ministry of Tourism. For the time being, he is appointed as internal auditor of the company “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS”) while in 2022 he has been elected member of the Disciplinary Board of the Institute of Internal Auditors of Greece.
The General Meeting is the supreme body of the Company, and may decide for each corporate case and rule on all matters submitted to it. The role, powers, convening, participation, the ordinary and extraordinary quorum and majority of runners, the Bureau, the Agenda and the overall operation of the General Meeting of Shareholders of the Company are described in the Articles of Association of the Company, as it has been updated on the basis of the provisions of law 4548/2018, as amended. In particular, the General Meeting is exclusively responsible to decide on:
* amendments to the Articles of Association, as they considered, however, the increases or reductions in the capital. The decisions for the amendment of the Company’s Articles of Association are vaild, if not prohibited by an explicit provision of it,
* election of the BoD members and Auditors,
* approval of the Company's balance sheet,
* distribution of annual profits,
* merge, split, convert, revival, extension of duration, or dissolution of the company and
* appointment of liquidators
Within the provisions of the aforementioned paragraph the followings are not included:
a) increases decided in accordance with the article 24 of codified law 4548/2018 by the Board of Directors, as well as increases imposed by provisions of other laws,
b) the amendment or adjustment of provisions of the Articles of Association by the Board of Directors in accordance with article 117, paragraph 2(b) law 4548/2018,
c) the appointment of the first BoD by the Statute,
d) the election of Directors according to the Company’s Articles of Association pursuant to article 82 of law 4548/2018, for the replacement of the resigned ones, deceased or lost their property in any other way,
e) absorption of according to article 117 par.# 2(e) of law 4548/2018 of a limited company from another company that owns 100% of its shares and f) possibility of profit distribution or optional reserves within the current fiscal year by decision of the Board of Directors, if authorized by the General Meeting.
24 The election of the members of the Audit Committee is included among the General Meeting’s duties in accordance to law 4449/2017 and the Company’s Business Rules of Procedure of the Audit Committee. The decisions of the General Meeting are binding for the shareholders who are absent or disagree.
The General Meeting of Shareholders shall be convened by the Board of Directors at all times and regularly convenes at the registered office of the Company or to another district of Municipality within the county of the registered office of the Company or other adjacent municipality of the registered office of the Company, at least once per fiscal year and always within the first six months of the end of each fiscal year. The General Meeting can meet and at the district of the municipality where it is located the headquarters of the Athens Stock Exchange.
The Board of Directors may convene an extraordinary meeting of the General Meeting of shareholders if deemed necessary or if requested by shareholders representing the required percentage according to law and the Company’s Articles of Association. The General Meeting, with the exception of repetitive meetings and those assimilated, convene at least twenty (20) days before the date set for the meeting. It is clarified that non-working days are also counted. The day of publication of the invitation and the day of the meeting are not counted.
At the invitation of the shareholders in General Meeting, should be determined the date, the day, the hour and the venue where the Meeting will be held, the agenda issues, shareholders who are entitled to participate, as well as precise instructions about the procedure in which shareholders will be able to participate in the meeting and to exercise their rights in person or through a representative or possibly remotely.
Invitation of a general meeting is not required when shareholders are all present or represented for the entire share capital and none of them disagree for conducting the meeting and decision-making.
The General Meeting is to meet quorum and valid for agenda topics when the shareholders being present or represented, represent one fifth (1/5) of the paid-up share capital. If this quorum is not achieved the General Meeting shall meet again within twenty (20) days from the day of the meeting that was aborted after inviting the shareholders before ten (10) days. The Repeat Meeting shall be valid for the items of the original agenda irrespective of the represented percentage of the share capital is present.
The decisions of the General Meeting are taken by absolute majority of votes represented therein. In the case decisions are to be taken by the General Meeting concern restrictively:
a) change of nationality of the Company,
b) extention, merge, split, convert, revival or dissolution of the Company,
c) change the purpose of the Company,
d) increase of the share capital, which is not provided in the Company’s Articles of Association, in accordance with paragraphs 1 and 2 of article 24 of codified law 4548/2018 unless imposed by law or is made by the capitalization of reserves,
e) reduction of share capital, unless made in accordance 25 with paragraph 5 of article 21 or paragraph 6 of article 49 of law 4548/2018,
f) change the way of distribution of profits,
g) increase the liabilities of the shareholders,
h) conversion of name shares to bearer shares or bearer shares to name shares,
i) granting or renewal of authority to the Board of Directors to increase the share capital in accordance with article 24 paragraph 1 of law 4548/2018,
the General Meeting shall form quorum, meet valid and can take legitimate decisions on the agenda when present or represented in that shareholders up to two thirds (2/3) of the paid-up share capital.
The General Meeting is chaired temporarily, and until the election of president by the General Meeting, by the Chairman of the Board of Directors or his Deputy, or if they are not presented, by another member of the Board of Directors, or if not attended any Board Member, a person who is elected from the Meeting. The interim President shall appoint a temporary secretary who will count the votes.
After the declaration of the list of the shareholders present as final, the General Meeting will proceed to the election of a President and a Secretary, who will count the votes. The discussions and decisions of the General Meeting are limited to matters which are included on the agenda. Procedures for hearing and decision-making of the General Meeting are recorded in summary form in a special minute book and shall be signed by the Chairman and the secretary. The President of the General Meeting, on request of the shareholders, is obliged to record an accurate summary of the opinions expressed by those shareholders on the Company’s record. The minutes should also include the list of shareholders who were present or represented at the meeting, as well as the number of shareholders and their vote. In case that only one (1) shareholder is present at the General Meeting, it is mandatory the presence of a notary, who subscribes to the Minutes.
The shareholders shall only exercise their rights, regarding the Company’s management, at the General Meetings and in accordance with the provisions of the law and the Articles of Association. Every share represents one vote at the General Meeting, subject to the provisions of the article 36 & 38 par. 4 of Law 4548/2018, as in force.
Anyone who appears as a shareholder on the records of the Intangible Securities System of the Company that is managed by the “Hellenic Exchange SA” (HESA), which keeps the Company’s securities (shares), may participate at the General Meeting. The verification of the shareholder status is made with the submission of the relevant written certification that is issued by the aforementioned body or alternatively through the direct online connection between the Company and the records of the mentioned above body. The shareholder’s capacity must exist upon the record date, namely at the beginning of the fifth (5th) day prior to the convening of the General Meeting, and the relevant certification or online certification regarding the shareholder capacity must have been obtained by the Company at the latest on the third (3rd) day prior to the convening of the General Meeting.
26 For the Company, the right to participate and vote at the General Meeting is only exercised by the person holding the shareholder’s capacity upon the corresponding record date. In case of non-compliance with the provisions under article 124 of Law 4548/2018, the aforementioned shareholder may only participate in the General Meeting after it has received its permission.
It is noted that the exercise of the mentioned above rights (participation and voting) does not require the blocking of the holder’s shares or the application of any other equivalent procedure, which restricts the capacity to sell and transfer these shares during the intervening period between the record date and the date of the General Meeting.
The shareholder may participate and vote at the General Meeting in person or via representatives. Every shareholder may appoint up to three (3) representatives. Legal entities may participate in the General Meeting by appointing up to three (3) natural persons as their representatives. Nevertheless, if the shareholder holds the Company’s shares, which appear on more than one security accounts, that restriction does not prevent the shareholder from appointing different representatives for the shares that appear on each securities account in relating to the General Meeting. A representative acting for more than one shareholders may vote differently for each shareholder.
The shareholder’s representative is required to notify to the Company prior to the commencement of the General Meeting every specific fact that may be useful for the shareholders to evaluate the risk the representative to serve other interests apart from the interests of the represented shareholder. Within the definition of this paragraph, a conflict of interest may arise specifically when the representative:
a) is a shareholder that is exercising control over the Company or another legal person or entity that is controlled by that shareholder;
b) is a member of the Board of Directors or person of the Company’s general management or a shareholder exercising control over the Company or shareholder of another legal person or entity that is controlled by a shareholder that is exercising control over the Company;
c) is the Company’s employee or Company’s Certified Auditor or a shareholder that is exercising control over the Company or shareholder of another legal person or entity that is controlled by a shareholder that is exercising control over the Company;
d) is the spouse or a relative of 1st degree to one of the natural persons that subject to cases (a) to (c).
The appointment and revocation of the shareholder’s representative shall be made in writing and communicated to the Company in the same way at least three (3) days prior to the date of the General Meeting.
Ten (10) days prior to the Regular General Meeting every shareholder may receive copies of the Company’s annual financial statements and reports by the Board of Directors and the Auditors. These documents must have been submitted in time in the Company’s offices by the Board of Directors.27
On request of the shareholders that represent one-twentieth (1/20 th ) of the paid up share capital the Board of Directors is obliged to convene an Extraordinary General Meeting of the shareholders, by appointing its date, which cannot be later than forty-five (45) days after the date upon which the request was submitted upon the Chairman of the Board of Directors. The application shall contain the objective of the agenda. If the General Meeting is not convened by the Board of Directors within twenty (20) days from the submission of the relevant request, the meeting shall be convened by the petitioning shareholders at the Company’s expense, by a resolution of the Single Member Court of First Instance where the Company’s registered offices are based, which shall be issued under the interim relief proceedings. This decision shall specify the place and time for the meeting, as well as the agenda.
An application by the shareholders that represent one-twentieth (1/20 th ) of the paid up share capital shall compel the Board of Directors to enter additional matters on the agenda of the General Meeting that has already been convened, if the relevant application is received by the Board of Directors at least fifteen (15) days prior to the General Meeting. The additional matters must be disclosed or notified at the responsibility of the Board of Directors in accordance with article 122 pursuant to Law 4548/2018, at least seven (7) days prior to the General Meeting. If these matters are not published, the petitioning shareholders are entitled to request the adjournment of the General Meeting in accordance with paragraph 2 under article 141 pursuant to Law 4548/2018 and to personally proceed with the publication in accordance with the provisions of the previous section, at Company’s expense.
An application by shareholders that represent one-twentieth (1/20 th ) of the paid up share capital shall compel the Board of Directors to make available to the shareholders, at least six (6) days prior to the date of the General Meeting, drafts of resolutions on matters that have been included in the initial or the revised agenda, where the relevant application has been received by the Board of Directors at least seven (7) days prior to the date of the General Meeting.
Following an application by any shareholder, submitted to the Company at least five (5) clear days prior to the General Meeting, the Board of Directors is required to provide the General Meeting with the required specific information concerning the affairs of the Company, to the extent that this is useful for making an actual assessment of the matters on the agenda.
An application by shareholder/s that represent one-twentieth (1/20 th ) of the paid up share capital shall compel the Chairman of the Meeting to postpone the decision-making for only one time regarding all or specific matters by the Extraordinary or Regular General Meeting, by appointing a date for continuing the meeting for the making of those decisions that are specified in the application by the shareholders, which cannot however be greater than thirty (30) days after the date of adjournment. The General Meeting after an adjournment constitutes a continuation of the previous meeting and it is not necessary to repeat the formalities for publishing the invitation to the shareholders, wherein new shareholders may not participate therein in observation of the provisions under article 141, paragraph 5 of Law 4548/2018.
An application by shareholders that represent one-twentieth (1/20 th ) of the paid up share capital, which must be submitted to the Company five (5) clear days prior to the regular General Meeting, shall compel the Board of Directors to inform the General Meeting regarding the amounts that have been paid for any reason by the Company over the last two-year period to members of the Board of Directors or Managers or its other employees, as well as any other agreement that has been made for any reason between the Company and the same persons. Furthermore, an application by any shareholder, submitted in accordance with the aforementioned, shall compel the Board of Directors to provide specific information regarding the Company’s affairs to the extent that this is useful for the actual assessment of the matters on the agenda. The Board of Directors may refuse to provide the requested information for insufficient reason while writing down the relevant explanation in the Minutes. Such reason, under the circumstances, may be the representation of the petitioning shareholders on the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018.
At request of shareholders that represent one-fifth (1/5 th ) of the paid up share capital, which must be submitted to the Company within the deadline mentioned in the previous paragraph, the Board of Directors shall compel to provide information to the General Meeting in relation to the course of the corporate affairs and the Company’s assets status. The Board of Directors may refuse to provide the requested information for insufficient reason while writing down the relevant explanation in the Minutes. Such reason, under the circumstances, may be the representation of the petitioning shareholders on the Board of Directors, in accordance with articles 79 or 80 of Law 4548/2018 as long as the relevant members of the Board of Directors have been adequately informed.
If an application of shareholders that represent one-twentieth (1/20 th ) of the paid up share capital is submitted, resolutions upon any matter on the agenda of the General Meeting shall be passed with a roll call.
The Company’s shareholders that represent one-twentieth (1/20 th ) of the paid up share capital have the right to request an audit of the Company from the Single Member Court of First Instance in the region where the Company is based, which shall adjudicate the matter on the basis of ex parte proceedings. The Audit shall be ordered where actions are conjectured that violate the provisions in the law or the Articles of Association or the resolutions by the General Meeting.
The Company’s shareholders that represent one-fifth (1/5 th ) of the paid up share capital have the right to request an audit of the Company from the competent Court in the previous paragraph, where it is believed from the whole course of the corporate affairs that the Management of the corporate affairs is not being carried out as dictated by sound and prudent Management. This provision shall not be implemented on those occasions where the minority requesting the Audit is represented on the Company’s Board of Directors.
Information according the provisions of article 152 par. 1d’ of Law 4548/2018 regarding takeover bid offers. It is noted that the information, according the provisions of article 152 par. 1d’ of Law 4548/2018, as required by items c, d, f, h and i of par. 1 of article 10 of the Directive 2004/25/EC of the European Parliament and European Council, with date April 21 st 2004, on takeover bid offers, is included within the Explanatory Report of the Board of Directors (according to article 4 par. 7 and 8 of Law 3556/2007), chapter IA of the Annual Report of the Board of Directors.
29
Composition and operation of the administrative, managing and supervising bodies of the Company and of their committees.
The Company is represented towards third parties as well as towards any Public, Judicial Authority or any other Authority by its Board of Directors acting as a collective body. The Board of Directors (BoD) is competent to decide on any action relating to the management of the Company, management of its assets and the achievement of its objectives according to the law, excluding matters for which the General Meeting is the sole responsible body to decide on. For any matter falling within the responsibility of representation or the Company’s management of The BoD, the latter, upon its decision, can delegate the power of representation or management of the Company to one or more persons, regardless of whether they are or not members of the BoD, excluding matters for which the Law or the Articles of Association require collective action of the BoD as a collective body. The BoD should effectively exercise its leading role and manage the corporate matters in favor of the Company and the shareholders, ensuring that the Management implements the corporate strategy demonstrating the diligence of a prudent businessman. Moreover the BoD should ensure the fair and equal treatment of all the shareholders, including minority shareholders and foreign shareholders.
According to article 16 of the Company’s Articles of Association the BoD shall be comprised of five (5) to nine (9) members that are natural or legal persons, which are elected by the General Meeting of the Shareholders by an absolute majority of the votes represented at the General Meeting. The members of the Board of Directors may be re-elected and freely revoked. The term of the members on the Board of Directors shall be for a period of 4 years commencing from the meeting date of the General Meeting that elected the board and shall be extended until the expiry of the deadline, within of which the immediately following Ordinary General Meeting must convene and until taking such decision, in any case the term of the BoD cannot exceed sic (6) years.
The Board of Directors meets on every occasion required by law, the Articles of Association or the Company’s needs, following an invitation by its Chairman or his/her deputy at the Company’s registered offices or the Company’s branch at Keratsini (1 Spetson Street). The invitation must necessarily state with clarity the matters on the agenda, or else the passing of resolutions shall be permitted only if all of the members on the Board of Directors are present or represented and no one has objected to the decision-making.The Board of Directors may validly convene outside its registered offices in any other domestic or location abroad, on condition that all its members are present or represented at that meeting and no one has objected to holding the meeting elsewhere and to decision-making. The Board of Directors may convene via teleconferencing. In that case the invitation to the members of the Board of Director shall include the necessary information regarding their participation at the meeting. The Chairman or his/her lawful deputy shall chair the meetings of the Board of Directors. The Board of Directors shall be in quorum and validly convene if half plus one of the directors are present or represented, however the number of the directors present can under no circumstances be less than three (3). The decisions of the BoD are taken validly by absolute majority of the directors, who are present in person or represented at the meeting. A director who is absent may be represented by another director through a simple letter or telegraph that is addressed to the Chairman of the Board of Directors. Every director may only represent one other director and it is however necessary that at least three members are present at every meeting. The discussions and the decisions of the BoD are recorded in summary in a special book, which may be kept also according to a computer system. Upon an application of a member of the BoD, the Chairman is obliged to record in the minutes an exact summary of his opinion. In this book is also recorded a list of the present or represented at the meeting members of the BoD. The minutes of the BoD are signed by all the members, who are present. If a member refuses to sign, reference shall be made to the minutes. Copies of the minutes are officially issued by the Chairman or the Vice-Chairman, or by the Executive Director, without any other execution thereof to be required. The signatures of the members or their representatives can be replaced by email correspondence or other electronic means. The Board of Directors has the right to transfer its authorities on every occasion by its special decision, which shall be entered into the Minutes, (excluding of those that require collective action) on specific and individually determined matters to one or more members of the Board of Directors or to other persons that shall act alone or collectively. The Board of Directors may also assign the Company’s internal audit to one or more persons that are not of its members and to members of the Board of Directors where it is not prohibited by the law. These persons may further assign the exercise of the authorities that have been assigned to them or a section thereof to other members or third parties, when this is provided by the decisions of the Board of Directors.
a) If a director’s position is vacated due to death, resignation or under any whatsoever other cause, the remaining members on the Board of Directors, which must be at least three (3), may elect a replacement director. The term of the replacement director shall expire at the same date with the director’s term who has been replaced would have expired. The decision of the election shall be submitted to the publication requirements under Law and shall be announced by the Board of Directors at the immediately next General Meeiting, which may replace the elected members, even if the relevant matter has not been entered on the agenda.
b) In the aforementioned case of resignation, death, or loss of the capacity as a member of the Board of Directors in any whatsoever way, the remaining members may continue managing and representing the Company without replacing the missing members, in accordance with the hereinabove, on condition that their number exceeds half of the members that were in place prior to the time the above events have occurred. In any case, these members cannot be less than three (3).
c) In any case, the remaining members of the Board of Directors, regardless of their number, may proceed with convening a General Meeting for the exclusive purpose of electing a new Board of Directors.
The current Board of Directors
The Company’s current Board of Directors has been elected by the Ordinary General Meeting of the Shareholders on 22.06.2022 with a four (4) year term i.e. until 22/6/2026 which shall be extended until the expiry of the deadline, within of which the immediately following Ordinary General Meeting must convene and until taking such decision and was formed into a body upon the 22.06.2022 decision of the BoD. On January 8 th , 2024 the BoD unanimously decided and elected Mr. Arnoud van den Berg as a non-executive member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri, for the remainder of the BoD’s term i.e. until 22/6/2026. Following the aforementioned resignation of the non-executive member of the BoD Mr. Gianluca Fabbri and his replacement by Mr. Arnoud van den Berg the members of the BoD formed into body upon the 08.01.2024 decision of the BoD. The BoD of the Company is comprised of seven members in total, two executive members, two non-executive members and three independent non-executive members. The BoD of the Company operates in accordance with its Charter which is posted on the Company’s site (https://www.loulis.com ). The following table includes the members of the current BoD, their designation and the beginning and the end of their current term:
| NAME | STATUS | BEGINNING OF TERM | END OF TERM |
|---|---|---|---|
| Nikolaos Loulis | Chairman of the BoD, Executive Member of the BoD | 22.06.2022 | 22.06.2026 |
| Elisavet Kapelanou-Alexandri | Vice-Chairman of the BoD, Independent, Non-Executive Member of the BoD | 22.06.2022 | 22.06.2026 |
| Nikolaos Fotopoulos | Chief Executive Officer – Executive member of the BoD | 22.06.2022 | 22.06.2026 |
| Spyridon Theodoropoulos | Member of the BoD, Non- Executive Member of the BoD | 22.06.2022 | 22.06.2026 |
| Arnoud van den Berg | Member of the BoD, Non- Executive Member of the BoD | 08.01.2024 | 22.06.2026 |
| Konstantinos Macheras | Member of the BoD, Independent, Non-Executive Member of the BoD | 22.06.2022 | 22.06.2026 |
| Georgios Taniskidis | Member of the BoD, Independent, Non-Executive Member of the BoD | 22.06.2022 | 22.06.2026 |
It is clarified that Mr. Gianluca Fabbri served throughout the year 2023 and until 8/1/2024 as a non-executive member of the BoD, until his replacement, as described above, by Mr. Arnoud van den Berg.
CVs of BoD members – Suitability Assessment of BoD members – Independence Assessment of Independent non-Executive members of BoD
The curriculum vitaes of the Company’s BoD Members follow:
Nikolaos Loulis was born in 1986 in Volos. He holds a bachelor’s degree from Boston College, USA, where he majored in both Finance and Accounting. Following his bachelor, he got a technical diploma on Flour Milling Engineering from the Swiss Milling School of St. Gallen, Switzerland. Finally, in 2018 he completed his postgraduate degree in Business Administration, MBA, at INSEAD. Since 2010, he is the Chairman of Loulis Food Ingredients S.A. Under his leadership, Loulis Food Ingredients has evolved from purely a flour industry to a bakery and confectionery ingredients production company, currently producing more than 800 different raw materials for baking, with four production units in Greece and Bulgaria. He is married, with 3 children, while in his free time enjoys running, reading history books, and loves open sea sailing. From the above it is clear that he has proven long experience in every issue related to the business activity of the Company and his participation in the BoD shall contribute very positively to the Company’s long-term perspectives and achieving Company’s business goals. In the light of the above, it is apparent that Mr. Loulis has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment.
Elisavet Kapelanou – Alexandri is a Supreme Court Lawyer, member of the Athens Bar Association, Reg. No. 10366. She specializes in commercial, civil, tax and criminal law. Since she became a lawyer (1983) until today that she is a Supreme Court lawyer, she practices the profession - in parallel with her activity as legal advisor in Greek commercial companies. She has been a legal advisor in many companies of all kinds, but mainly societe anonymes, listed and non-listed which, she has also represented before the Greek Courts. She has been a third party legal advisor for the "Auxiliary Fund" (January 1997 - December 2002) and she has been the Legal Advisor of the Panhellenic Federation of Publishers - Booksellers (POEB) (January 1993 – June 2002). In this capacity, she actively participated in the creation of the National Book Center (EKEVI), in year 1994, aiming at the strengthening and promoting of books in Greece. She has been a third party legal advisor for the National Bank of Greece in real estate cases and as its legal representative in many of its court cases (January 1992 – May 1996). Mrs. Kapelanou – Alexandri holds a Law degree from the Law School of the University of Athens and speaks English and Italian. Based on the above described deep training and experience it is determined that Mrs. Kapelanou – Alexandri, as a member of the BoD od the Company, to greatly contribute to BoD’s works and therefore it is determined also for her the existence of the necessary qualification required by the Suitability Policy of the Company, i.e.– professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mrs. Kapelanou is independent, in the meaning of the article 9 of the Law 4706/2020, having no relations of dependency as defined in the same article.
Nikos Fotopoulos was born in Athens in 1960. He is a graduate of Athens School of Economics and Business (1983) and holds an MBA from the Universitaet Mannheim in Germany (1986). In 1992, Nikos took over the position of Brand Manager of Athens Office of Loulis Food Ingredients and afterwards in 1996 he became Financial Director of the same company. Since 1999 he has been the President and CEO of Saint George Mills until 2004, when the company was absorbed by the parent company Loulis Food Ingredients SA. From 2001 until today he is the CEO and a member of the Board of Directors of Loulis Food Ingredients SA in Greece and abroad. He speaks German and English and in his free time he loves traveling. It is clear from all the above the long experience and skills in the business field of the Company and it is determined that Mr. Fotopoulos has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment.
Spyros Theodoropoulos is the founder of Chipita SA, one of the leading companies in the world in the bakery snacks sector, in which he remained in the position of CEO from 1989 until 2021. He is a graduate of Athens University of Economics and Business. In 1976, he started his career with a small family business named Recor SA, producing dairy products. He became the General Manager of Aligel SA, an importing company of confectionery and ice cream products, in 1981. In 1986, he became the General Manager of Interia, a company producing hazelnut cream with significant export activities. During the same year, he acquired 50% of Chipita, a company producing snacks and in 1989 he took full control of the company by acquiring the remaining 50%. In 1990, the Eurohellenic Fund (Olayan, De Benedetti, Alpha Finance and Titan) invested in Chipita coinciding with the beginning of the croissant production. The company was listed in the Athens Stock Exchange in the year 1994. For the next 16 years a large variety of new products was introduced and exported to many countries. Furthermore, Chipita established plants in Bulgaria, Romania, Poland, Russia, USA, Slovakia and developed new ventures in Saudi Arabia, Turkey, Malaysia, Mexico and India. In 2006 Chipita merged with Delta, Goody’s and Barba Stathi’s to form Vivartia SA. One year later, MIG acquired Vivartia. From 1/9/2006 until 15/4/2010 Mr. Theodoropoulos was the Managing Director of Vivartia SA. During the summer of 2010 Mr. Theodoropoulos along with the Olayan group and other Greek investors, reacquired Chipita. In 2021 Chipita accomplished a milestone deal for the 34 Greek food market and was acquired by the global giant Mondelez. Spyros Theodoropoulos acquired 100% of the cured meat company Nikas. Today, he is the Vice-Chairman of the Board of Directors of Hellenic Federation of Enterprises (SEV). In the past, he served as president of the Athens Stock Exchange Listed Companies Association, vice president of Greek Federation of Industries, vice president of ATHEX and member of the Board of Directors of National Bank of Greece and Public Power Corporation. Based on the above long experience Mr. Theodoropoulos is considered a valuable presence in the Company’s BoD and it is derermined that he has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment.
Mr. Arnoud van den Berg is the Group Chief Executive Officer at Al Dahra Group and is responsible for the company’s overall business strategy and global operations. Mr. Arnoud van den Berg has over 25 years of international leadership experience in agribusiness, strategy, and finance, including 15 years with the multi-national dairy company, FrieslandCampina. Most recently, Mr. Arnoud van den Berg was the President of FrieslandCampina Trading, where he oversaw the Group’s trading operations and was responsible for processing, sales, sourcing, trading and hedging of dairy commodities, globally. Prior to that, he led FrieslandCampina’s operations in Hong Kong, Vietnam and South-East Asia and was a Finance Director in Greece and the Netherlands. Mr. Arnoud van den Berg also spent 11 years at Boston Consulting Group in Europe, Asia and the United States, serving in various leadership roles advising on business strategy, consumer goods, and M&A. Over his career, he was a board member in several industry organizations in the Netherlands, Vietnam and Hong Kong. He was also a non-executive board member at Betagen Thailand. Mr. Arnoud van den Berg holds a Master’s Degree in Industrial Engineering from the University of Twente, The Netherlands, and a Master of Business Administration from INSEAD, France. The long experience and the international presence of Mr. Arnoud van den Berg is considered valuable for the Company’s goals of its business operations. It is determined also for him the existence of the necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment.
Konstantinos Macheras, Chairman of IELKA, was born in Athens, Greece in 1953. Ηe is married and has one daughter. He studied Business Administration at the University of Piraeus and he obtained a degree in MBA from the Roosevelt University of Chicago in U.S.A. (Business Administration & Marketing). He speaks English, Italian and Dutch. He started his professional career in the Retailing area in the USA, as a Purchasing Manager 35 in the Quality Super Market company at Chicago. He had been a dynamic executive for over 14 years in the Mars Inc., since 1982 in Holland- Marketing-Sales-Export Sales- as well as General Manager in Greece and Italy. He had also served as General Manager of Chipita International (1996-97). Konstantinos Macheras was Executive Vice President of Delhaize Group & CEO of Southeastern Europe and Indonesia for 19 years. He was a member of the Board of Directors at EASE (Association of Greek Executive Officers), SEET (Association of Greek Food Enterprises), EEDE (Hellenic Management Association) and since 1999 President of IELKA (Research Institute of Retail Consumer Goods), NED (non-executive directors club) and member of the “Future Leaders Development Program” in Greece. Today he is member of the Board at IOBE (Foundation for Economic and Industrial Research) Lion and Turtle and Future Leaders. In 2005 he was named Officer in the order of King Leopold II by the King of Belgium Albert II. In April 2009 Konstantinos Macheras was nominated “Manager of the Year 2008” by the Hellenic Management Association. In 2009 was also nominated as “Retailer of the year” and in 2010 as the first CEO on CSR issues. In 2010 he was also awarded as the “Retailer of the decade”. In 2016 was nominated as the Leader of the year in Romania and awarded with EXCELLENCE AWARD in Greece. The aforementioned long academic and professional activity of Mr. Macheras justifies his election as member of the BoD while it is determined also for him that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mr. Macheras is independent, in the meaning of the article 9 of the Law 4706/2020, having no relations of dependency as defined in the same article.
Having 30 years of experience in the Banking Sector, Mr. George Taniskidis holds the position of Optima bank’s Chairman, since July 2019. He commenced his career as an associate attorney with the law firm of Rogers & Wells in New York. Upon his return to Greece, he joined Motor Oil Hellas. His banking career commenced in 1990, in Xiosbank, as Head of the Consumer Business Group and Branch Network. Upon Xiosbank’s acquisition (late 1998) by Piraeus Bank, Mr. Taniskidis was named General Manager and served on the Strategic Planning Committee. From 2002 until June 2010, as Chairman and Managing Director of Millennium Bank Greece, Mr. Taniskidis led the Bank from concept to fruition. It has to be stated that Millennium Bank achieved its goals three years earlier than expected. In the same period, he led the acquisition of a banking institution in Turkey which was then renamed to Millennium Bank Turkey. He subsequently served as a Member of its Board of Directors.He later served as the interim Managing Director of Proton Bank during the transition period from late July until October 2011, when he successfully maintained the bank’s liquidity and access to markets during the tumultuous period prior to its split into “good bank” and “bad bank” entities. From 2003 to 2005, he was a Member of the Board of Directors of Visa International Europe. For many years he has served as a Member of the Board of Directors of the Hellenic Banks Association. He currently serves on the Boards of Directors in 36 a variety of major companies in the trading, manufacturing, and shipping sectors (such as Loulis Food Ingredients – listed on ATHEX, EuroDry Ltd – listed on NASDAQ, Euroseas Ltd – listed on NASDAQ). Furthermore, Mr. Taniskidis since June 2002, is a very active member of the YPO global leadership community. He has served on the Regional Board Europe for eight consecutive years and was the Chairman of the Executive Committee of the European Regional Conference held in Athens, Greece in 2016. He played a pivotal role in the acquisition of Marfin Bank Romania (currently VISTA BANK). He also envisaged the opportunity to create a bank without legacies in Greece. He pursued this goal fervently and finally, he acquired Investment Bank of Greece (currently Optima bank). Optima bank within three years has managed to produce outstanding results and has become a reference bank in the Greek banking system. In 2022 Optima bank more than tripled its recurrent results of 2021 and in 2023 will have its Initial Public Offering in the Athens Stock Exchange. Mr. Taniskidis holds a Law degree from the University of Athens Law School, having graduated first in his class, and a Master of Laws (LL.M.) from the University of Pennsylvania Law School. The aforementioned successful career and training justifies Mr. Taniskidis’s election as a member of the Company’s BoD. It is determined also for him that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment. It is also determined that Mr. Taniskidis is independent, in the meaning of the article 9 of the Law 4706/2020, having no relations of dependency as defined in the same article. The independent non-executive members of the BoD meet the independence criteria of art. 9 of L.4706/2020 from the date of their election, i.e. 22.06.2022, when the BoD examined and verified again the compliance with the independence requirement of its independent non-executive members.
The aforementioned composition of the BoD is in accordance with the Suitability Policy of the Board of Directors pursuant to the provisions of article 3 of law 4706/2020 and Circular no. 60 “Guidelines on the Suitability Policy of article 3 of Law 4706/2020” of the Hellenic Capital Market Commission, was approved by the decision of the BoD at 10.5.2021 and subsequently by the decision of the Ordinary General Meeting of the Company’s shareholders on 1.6.2021. Subsequently, it was amended by decision of the BoD dated 1-6- 2022 (following the proposal of the Remuneration and Nomination Committee dated 25-5-2022) and afterwards by the 22/6/2022 decision of the General Meeting of the Company’s Shareholders in order to better adapt to the Hellenic Corporate Governance Code of HCGC (2021) as adopted by the Company. The Suitability Policy aims to ensure qualitative staffing, efficient operation and fulfillment of the BoD’s role based on the overall strategy and the short-term and long-term business goals of the Company, in order to serve corporate interests. The BoD monitors on an ongoing basis the suitability of its members and in cases in which it is deemed necessary and according to the applicable law and the Suitability Policy re-evaluates their suitability and when appropriate takes action for their preplacement. The Company’s Policy and Diversity criteria are incorporated into the Suitability Policy. 37 This Suitability Policy is available at the Company’s website (https://www.loulis.com).
For the sake of completeness, the CV of Mr. Gianluca Fabbri who served throughout the year 2023 and until 8/1/2024 as a non-executive member of the BoD, until his replacement, as described above, by Mr. Arnoud van den Berg, is set out shortly below.
Gianluca Fabbri is an economist and certified internal auditor (CIA certification), with over 20 years of experience in the fast-moving consumer goods (FMCG), agriculture and oil industries. He has an excellent reputation in the financial sector and, in particular, in the establishment, management and advisory support of companies in the context of complex assignments (mergers and acquisitions, restructuring). He enjoys international recognition for his thorough knowledge of the Sarbanes – Oxley Act and compliance requirements in both International Accounting Standards (IFRS) and Generally Accepted Accounting Principles (USGAAP). He has contributed to the improvement of financial performance, increased productivity and strengthened internal control in the companies where he has been an executive. From 2016 until today, he has been GROUP CFO & Acting Group CEO at the Aldahra Group of the United Arab Emirates, where, among other things, he has handled important land acquisitions in Europe and the USA, the conclusion of the largest agricultural land deal in the EU (2018), the execution of a merger at pan- European level, the application of forecasting methodology, the strategic planning of a 5-year development plan and the application of zero base budgeting and transfer pricing methodologies. Between 2009-2016 he served as CFO at Heinz Africa, Middle East & Turkey, CEO at Heinz Pakistan and President of Heinz Nigeria and Pakistan, with notable achievements handling, from a financial perspective, the corporate transformation of Heinz in Africa, the Middle East and Turkey, the significant improvement of a series of procedures (financial, tax, audit, risk management, etc.), the merger of Kraft - Heinz in Africa and the Middle East and the expansion of business activities in Nigeria, with the development of a new business model with high profits from the first year. The aforementioned long experience and international exposition of Gianluca Fabbri is considered valuable for the goals of the business activity of the Company. Ιt is determined also for him that his has every necessary qualification required by the Suitability Policy of the Company, i.e. – professional training, experience, sufficiency of knowledge and skills, guaranteed morality and reputation, independence of judgment, no conflict of interests and time commitment.
During 2023, sixteen (16) meetings of the Company’s Board of Directors took place in total. The following table presents the participations of the members of the BoD in the meetings, either with natural presence or via teleconference that took place during 2023:
| NAME | STATUS | PARTICIPATION IN MEETINGS | COMMENTS |
|---|---|---|---|
| Nikolaos Loulis | Chairman of the BoD, Executive Member of the BoD | 16/16 | |
| Elisavet Kapelanou-Alexandri | Vice-Chairman of the BoD, Independent, Non-Executive Member of the BoD | 16/16 | |
| Nikolaos Fotopoulos | Chief Executive Officer – Executive member of the BoD | 16/16 | |
| Spyridon Theodoropoulos | Member of the BoD, Non- Executive Member of the BoD | 15/16 | |
| Gianluca Fabbri | Member of the BoD, Non- Executive Member of the BoD | 15/16 | |
| Konstantinos Macheras | Member of the BoD, Independent, Non-Executive Member of the BoD | 16/16 | (At the meeting 1875/20-02- 2023 participated by delegation to Mr. Nikolaos Fotopoulos) |
| Georgios Taniskidis | Member of the BoD, Independent, Non-Executive Member of the BoD | 16/16 | (At the meeting 1875/20-02- 2023 participated by delegation to Mr. Nikolaos Loulis) |
The main issues discussed in the meetings of the BoD during 2023, according to the adopted meeting calendar are the following:
The BoD has adopted, upon proposal of the Nomination & Remuneration Committee, which defined the evaluation criteria, an evaluation process of the members in order to ensure the sufficient operation of the BoD and the fulfillment of its role as the supreme management body of the company, responsible for setting the strategy and supervising the management and sufficient audit. The evaluation procedures and their implementation frequency aim at early detection of issues that may need improvement, sufficient information and taking action so as the effective operation of the BoD is ensured. 39 The BoD members are being evaluated annually: (a) collectively, taking into account the composition, diversity and the effective cooperation of the BoD members for the fulfillment of their duties and (b) individually, assessing the contribution of each member to the successful operation of the BoD, taking into account the status of the member (executive, non-executive, independent), its participation in committees, assigning of special responsibilities / projects, time dedicated, behavior as well as utilization of knowledge and experience. Moreover, the effectiveness of each BoD committee is being evaluated annually on the initiative of the Chairman of each committee regarding the contribution of the committee in supporting the BoD and a relevant report is prepared for each committee.## Board of Directors and Committee Evaluations
The criteria for the evaluation of the committees are those referred above on proportion with the duties of each committee. The evaluation process is carried out indicatively in the form of questionnaires and interviews as well as examination of their actions as recorded in the minutes of their meetings. Moreover, through the evaluation of the effectiveness of the BoD committees i.e. Audit Committee and Nomination & Remuneration Committee their contribution and constructive support to the BoD is assessed. The annual evaluation of the BoD, Audit Committee and Nomination & Remuneration Committee concluded that the members of the BoD, Audit Committee and Nomination & Remuneration Committee meet the aforementioned criteria of individual and collective suitability, have sufficient knowledge and skills, guaranteed morality and reputation, independence of judgment and time commitment.
In particular, an annual evaluation of the operation of the BoD and of its Committees as collective bodies has been carried out as well as evaluation of the individual and collective suitability of the BoD members and of its Committees in accordance with the procedure mentioned above. In the context of that evaluation:
The role of the BoD Chairman consists of the organization and coordination of BoD work. The Chairman chairs the BoD and is responsible for the overall efficient and effective operation and organization of its meetings. At the same time, he promotes a culture of open-mindedness and constructive dialogue in the conduct of its work, facilitates and promotes the establishment of good and constructive relations between the members of the BoD and the effective contribution to the work of the BoD of all non-executive members, ensuring timely, complete and correct information to its members. The Chairman ensures that the BoD as a whole has a satisfactory understanding of the views of the shareholders. The Chairman of the BoD ensures the effective communication with the shareholders with a view to the fair and equal treatment of their interest and the development of a constructive dialogue with them, in order to understand their views. The Chairman works closely with the Chief Executive Officer and the Corporate Secretary for the preparation of the BoD and the full information of its members. When the BoD Chairman is absent or prevented from attending, is replaced, for the mentioned above non-executive responsibilities, by the independent non-executive Vice Chairman.
The independent non-executive Vice Chairman of the BoD is responsible, apart from the responsibilities required by the law, for the coordination and effective communication between the executive and non-executive members of the BoD. In this context, he may convene a special meeting of the executive and non- executive members quarterly, in order to be informed about Company's operations and current matters. In addition, the non-executive Vice Chairman directs the evaluation of the Chairman of the BoD, which is conducted by the members of the BoD as well as chairs the meetings of the non-executive members of the BoD for the evaluation of its executive members. Finally, the non-executive Vice Chairman is obliged to be available and to attend the General Meetings of the Company's Shareholders, in order to inform and discuss the matters of Corporate Governance of the Company, if and when they arise.
The CEO sets the corporate strategy, the corporate identity, and the corporate long-term investment plan, monitors and controls the implementation of strategic goals of the Company and the daily management of corporate affairs and draws up guidelines for the Company's executives who report and are supervised and guided by him. He supervises and ensures the smooth, orderly, and efficient operation of the Company, in accordance with the strategic objectives, business plans, policies adopted and the action plan, as determined by decisions of the BoD. He also supervises the corporate communication strategy, represents the Company in contacts and relations with external investors and financial institutions at the highest level and he is responsible for the Company's Departments related to the strategic development as well as the general regulatory and financial issues of the Company. The CEO indicatively develops the annual corporate business plan and the annual budget, which are submitted to the BoD of the Company for approval. Prepares, in collaboration with the Executive Chairman and the BoD, the corporate organizational structure, the corporate strategic goals and objectives and supervises and ensures their full implementation. Guides the Company towards the achievement of corporate goals and objectives, informs the BoD about all the essential issues that mainly concern strategic goals, corporate business activity as well as its marketing and promotion. Ensures the full compliance of corporate operation with the current legal and regulatory framework, assesses the risks and ensures that they are controlled, supervised, addressed and ultimately dealt and minimized, strengthens, advises, inspires and guides management’s executives to demonstrate maximum efficiency, effectiveness and integrity in order to achieve the corporate goals, represents the Company and actively and continuously supports the Executive Chairman, in order the latter to develop and reach profitable business agreements, which will maximize the economic value of the company. The CEO participates and reports to the BoD of the Company and implements the strategic options and important decisions of the Company. He is also responsible for the operation, development, and performance of the Company.
The Remuneration Report for the BoD members regarding the remuneration paid within 2023, pursuant to article 112. of Law 4548/2018 and the Remuneration Policy of the BoD members, shall be submitted to the Ordinary General Meeting of the shareholders within 2024 for the approval of the financial results of the year 2023. The Remuneration Policy and the Remuneration Report of the year 2022 are posted, according to law, on the Company’s following websites:
The Remuneration report for the year 2023, as submitted and approved by the Ordinary General Meeting of the Company, shall be posted on the above website.
| BoD MEMBER | POSITION/STATUS | LEGAL ENTITY |
|---|---|---|
| Nikolaos Loulis | Chairman of the BoD (until 30-12-2022) | KENFOOD SA |
| Chairman of the BoD & CEO | GREEK BAKING SCHOOL SA | |
| Chairman of the BoD & CEO | LOULIS LOGISTICS SERVICES SA | |
| BoD member | LOULIS MEL-BULGARIA EAD | |
| BoD member | Evi’s Goodness S.A. | |
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY | ||
| Nikolaos Fotopoulos | ||
| BoD member | ||
| KENFOOD SA | ||
| Vice-Chairman | ||
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY | ||
| Vice-Chairman of the BoD | ||
| GREEK BAKING SCHOOL SA | ||
| Vice-Chairman of the BoD | ||
| LOULIS LOGISTICS SERVICES SA | ||
| BoD member | ||
| LOULIS MEL-BULGARIA EAD | ||
| BoD member | ||
| Evi’s Goodness SA | ||
| Vice-Chairman of the BoD & CEO | ||
| HEAVENWEST DEVELOPMENT SA | ||
| BoD member | ||
| LOULIS INTERNATIONAL FOODS ENTERPRISES BULGARIA LTD | ||
| Gianluca Fabbri | ||
| BoD member | ||
| Al Dahra BayWa Agriculture LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Food SP LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Food Industries LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Global Forage LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Agricultural Company USA Inc. (United States of America) | ||
| BoD member | ||
| Al Dahra ACX Inc (United States of America) | ||
| BoD member | ||
| Al Dahra Farms USA LLC (United States of America) | ||
| BoD member | ||
| ACX Intermodal Inc (United States of America) | ||
| BoD member | ||
| Hualapai Valley Farms LLC (United States of America) | ||
| BoD member | ||
| Al Dahra ACX Mexico S. de R.L.de C.V. (Mexico) | ||
| BoD member | ||
| Al Dahra ACX Mexico Servicos (Mexico) | ||
| BoD member | ||
| Al Dahra Food India Limited (India) | ||
| BoD member | ||
| Al Dahra Trading (Shanghai) Co Ltd (China) | ||
| BoD member | ||
| Al Dahra Agriculture Spain SL (Spain) | ||
| BoD member | ||
| Fagavi Canarias (Spain) | ||
| 43 | ||
| BoD member | ||
| Agricost SA (Romania) | ||
| BoD member | ||
| South East Europe Fertilizer Company SA (Romania) | ||
| BoD member | ||
| Al Dahra Serbia D.O.O (Serbia) | ||
| Georgios Taniskidis | ||
| Chairman of the BoD | ||
| OPTIMA BANK SA | ||
| Chairman of the BoD | ||
| OPTIMA FACTORS SA | ||
| Chairman of the BoD | ||
| CORE CAPITAL PARTNERS SA | ||
| Chairman of the BoD | ||
| IBG CAPITAL SA | ||
| BoD member | ||
| EUROSEAS Ltd Trust Company Complex | ||
| BoD member | ||
| EURODRY Ltd Trust Company Complex | ||
| Chairman of the BoD | ||
| IBG INVESTMENTS S.A. | ||
| Spyridon Theodoropoulos | ||
| Chairman of the BoD – Executive member | ||
| PANAGIOTIS G. NIKAS SA | ||
| Chairman | ||
| HELLENIC JUICES SA | ||
| Chairman & CEO | ||
| ST BAKERY FOODS SA | ||
| Vice-Chairman | ||
| WONDERPLANT GREENHOUSES SA | ||
| Manager | ||
| EUROGRANT Single Member PC | ||
| BoD member | ||
| LARISA FACE COVER SA | ||
| BoD member | ||
| LAVDAS CANDIES SA | ||
| Vice-Chairman / Non-executive Member | ||
| MEVGAL MACEDONIAN MILK INDUSTRY SA | ||
| Chairman & CEO | ||
| BESPOKE SGA HOLDINGS SA | ||
| BoD member | ||
| MIDILAN INVSTMENT HOLDINGS LIMITED (Cyprus) | ||
| BoD member | ||
| S.A.G. INVSTEST & HOLDINGS LIMITED (Cyprus) | ||
| BoD member | ||
| CRYRED INVESTMENTS LIMITED (Cyprus) | ||
| Vice-Chairman | ||
| ION S.A. COCOA & CHOCOLATE MANUFACTURERS | ||
| BoD member | ||
| MIDILAN INDIA CYPRUS LIMITED (Cyprus) | ||
| BoD member | ||
| MIDILAN INDIA PRIVATE LIMITED (Cyprus) | ||
| BoD member | ||
| MIDILAN HOLDINGS LIMITED (Cyprus) | ||
| Chairman | ||
| AMVROSIA SA | ||
| BoD member | ||
| BESPOKE USA, LLC (USA) | ||
| Chairman & CEO | ||
| EUROHELLENIC SA | ||
| BoD member | ||
| BRITCHIP FOODS LIMITED (India) | ||
| Councillor of the General Council | ||
| BANK OF GREECE SA | ||
| Vice-Chairman | ||
| SEB SΕΒ Representative – Not elected member | ||
| STHEB Member | ||
| IOBΕ Member | ||
| ELIAMEP | ||
| Konstantinos Macheras | ||
| BoD member | ||
| LION AND TURTLE SA | ||
| Member | ||
| Foundation for Economic and Industrial Research | ||
| IOVE Member | ||
| Future leaders non-profit organization | ||
| 44 | ||
| Arnoud van den Berg | ||
| BoD member | ||
| Al Dahra Group LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Food Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Food Industries Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Poultry Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Dairy Factory Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Dairy Company LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Organic Fertilizer Factory Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Holding Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra International Investments Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Serbia Investments LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra India Food Corridor Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Capital Sole Proprietorship LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Global Forage LLC (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Global Treasury Excellence Centre Limited (United Arab Emirates) | ||
| BoD member | ||
| Nova Holding Limited (United Arab Emirates) | ||
| BoD member | ||
| Al Dahra Trading (Shanghai) Limited (China) | ||
| BoD member | ||
| Al Dahra Serbia LLC (Serbia) | ||
| BoD member | ||
| Al Dahra Rudnap LLC (Serbia) | ||
| BoD member | ||
| Al Dahra Agricultural Company USA Inc. (United States of America) | ||
| BoD member | ||
| Al Dahra ACX Inc (United States of America) | ||
| BoD member | ||
| Al Dahra Farms USA LLC (United States of America) | ||
| BoD member | ||
| ACX Intermodal Inc (United States of America) |
The BoD is supported by a corporate secretary in order to ensure compliance with internal procedures and policies, relevant laws, and regulations and for its effective and efficient operation. The corporate secretary is responsible, in consultation with the Chairman, for ensuring immediate, clear, and complete information of the BoD, inclusion of new members, planning of General Meetings, facilitation of shareholders' communication with the BoD and facilitation of communication of the BoD with senior management. The corporate secretary of the BoD is Mrs. Irini Papakostopoulou, Lawyer at the Supreme Court and member of the Athens Bar Association since 1998. She is the Head of the Legal Department of the company “LOULIS FOOD INGREDIENTS SA” since 1999 with expertise, among others, in corporate law and corporate governance.
Brief CVs of the executives follow:
45
His CV is set out above at section “CVs of BoD members – Suitability Assessment of BoD members – Independence Assessment of Independent non-Executive members of BoD”.
His CV is set out above at section “CVs of BoD members – Suitability Assessment of BoD members – Independence Assessment of Independent non-Executive members of BoD”.
He has born in Athens, in 1990. He holds two BSc in Business Administration of American College of Greece and Open British University and M.Sc. in organizational psychology at University of Leicester and Master’s degree in Economics at Harvard USA. He has served in various posts in multinational companies while in recent years he is working in “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”), where he has served in various positions such as Project Manager, Business Development Manager, International Markets Manager, Head of Human Resources and CEO of «Loulis Mel – Bulgaria EAD». Since February 2021, he serves as deputy CEO of the Group and from 30.12.2022 he has been elected as Chairman of “KENFOOD SA”.
He has born in Volos, in 1988. He holds BSc in Accounting at ATEI of Larissa (Business Administrations and Economics Department) and MSc in Applied Economics at University of Thessaly (Economic Sciences Department). Since 13.05.2013 he has been working in “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”), his initial post had to with Invoicing, Routing and Cash Department and subsequently he continued providing his services in the newly established Routing Department of the Company. On July 2016 he was appointed as Logistics Manager being responsible for the company’s routing fleet and logistics centers (Attica and N. Greece) and in 2021 he took over the Logistics Management of all the logistics centers and transportation system of the Group and finally since early 2022 he is Purchasing Director in the new unified department of Purchasing & Logistics.
He has born in Volos, in 1965. He graduated from University of Patras, Chemistry Department and from Swiss Milling School SMS. He holds MBA from the Hellenic Management Association. He has participated in educational seminars abroad (INTERNATIONAL SCHOOL FOR BREAD OF LUZERN, BUHLER UZWIL, MUHLENCHEMIE etc.) and in Greece (HMA, TUV, GREEK CHEMISTS ASSOCIATION, IVEOE, UNIVERSITY OF THESSALY etc.). Since 1989 he has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) and has participated in planning and construction of several plants of the Company in Greece and abroad.
He has born in Piraeus, in 1972. He has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) since 1996. He holds degree of Technical Engineer with expertise in Cereal processing (1990- 1994 Germany - DMSB). He has professional experience, since 1996, in Flour-industry at the industrial plants
46
of LOULIS FOOD INGREDIENTS Group in Greece and abroad having been assigned with the following duties: panning and supervising of Production projects and Quality Control as well as Quality Assurance. Today, he is the Plant Manager of Keratsini plant (2000), Quality Assurance Director as well as Technical Director of the projects abroad (2013).
She has born in Athens, in 1962. She graduated from Pierce College in 1980. She has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) from October 1980 since April 1990. Subsequently, she has worked at GRAFI S.A. of which she was a shareholder from 1990 until 1996. GRAFI S.A. was the largest store of books and paper products of Volos and, as a publisher, she was the General Director of the newspaper THESSALIA. Since 1996 and onwards she has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) as Public Relations Manager. Since 2013 she is Manager of Corporate Social Responsibility & Communication as well as Manager of Loulis Museum.
He has born in Athens, in 1981. He studied Economic Sciences at the National and Kapodistrian University of Athens with expertise in Finance and International Trade.He holds MSc in International Marketing Management at University of Surrey of England and he also holds MBA from the Hellenic Open University. He has worked in positions concerning sales and marketing in large multinational and Greek companies. He has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) since 2020 and today he is the Manager of Consumer Sales of the Company.
Evaggelos Telegkas, Manager of B2B Sales
He has born in Volos, in 1963. He has graduated from Accounting School and has participated in seminars on sales administration, human resources management and public relations. His engagement with the company “LOULIS FOOD INGREDIENTS SA” (former “LOULIS MILLS SA”) started on 1986. For the period 1991 – 1996 he has been General Director of GRAFI S.A., owned by Loulis family. Subsequently, he has been General Manager of Karditsa plant (1996 - 1997) and afterwards General Director of the company “MOARA LOULIS SA» in Bucharest of Romania (1997 – 1999). In 1999, after the absorption of SAINT GEORGE MILLS S.A., he served as assistant of the CEO Mr. Fotopoulos. Since 2001 and onwards he is the Manager of B2B Sales for Greece.
CVs of Senior Managers of Company’s subsidiaries
Ioannis Louloudakis, Vice-Chairman of the BoD and CEO of the subsidiary “KENFOOD SA”
He was born in Athens in 1982. He is a Graduate of Business Organization and Administration of the Economic University of Athens and a member of the Association of Certified Charter Accountants. Giannis has attended training seminars abroad (Association of Certified Charter Accountants in UK, Cyprus Stock Exchange, etc.) as well as in Greece (HCBA, PWC Academy, etc.) and is a member of the Economic Chamber of Greece. He has been working at Loulis Food Ingredients SA since 2005 in three different companies of the group in two 47 countries. Since 2015 he is the CEO of KENFOOD Industrial and Commercial SA, subsidiary of Loulis Food Ingredients SA.
Kalin Yonov, CEO of the subsidiary «LOULIS MEL- BULGARIA EAD»
He was born in Sofia, Bulgaria in 1978. He is a graduate on a full academic scholarship of Business Organization and Administration of the Athens University of Economics and Business with an MBA in Strategic Management and specialization in Marketing from the University of Sofia. For the period 2005-2017 he has worked as Financial Manager and afterwards as General Manager, in the Balkan subsidiaries of the Greek- Belgian metals processing group Viohalco SA. For the period 2018-2020 he has been the CEO of Belovo Paper Mill SA, a well-known producer of FMCG hygiene products. He speaks 6 languages fluently and from 2021 is a lecturer in Management Science at the International MBA of the University of Sofia. Since 01/02/2021 he took over the management of the Bulgarian subsidiary of Loulis Food Ingredients SA.
Information regarding the number of shares of the Company owned by BoD members and Senior Management.
The following table presents the number of shares of the Company owned by BoD members and Senior Management at 31.12.2023:
| NAME | STATUS | NUMBER OF SHARES |
|---|---|---|
| Nikolaos Loulis | Chairman of the BoD, Executive Member of the BoD | 8.298.125 |
| Nikolaos Fotopoulos | CEO, Executive Member of the BoD | 28.392 |
| Dimitrios Tarnaras | Deputy CEO | 8.563 |
| Dionisios Kasotakis | Manager of B2C Sales | 770 |
Description of the diversity policy applied regarding the administrative, managing and supervising bodies of the Company
The Company provides equal opportunities to all of its employees, at all levels of hierarchy and avoids discriminations of any kind. The same diversity and equality policy is applied for the administrative, managing and supervising bodies in an effort to promote an environment of equality free of discriminations. Management and employees are evaluated on the basis of their professional background, knowledge of the Company’s objectives as well as their leadership skills, experience and performance. Evaluation results are free of any discrimination. Within the BoD, the Committees of the Company as well as senior management of the Company the maximum possible diversity is pursued regarding, sex, age and educational and professional background of the members. The aim is pluralism of opinions, skills, knowledge and experience that correspond to the corporate 48 objectives. The adoption and implementation of that policy results in a working environment free of discriminations and prejudices. The Diversity Criteria of the BoD are included in the Company’s Suitability Policy as well.
Committees of the Board of Directors
Audit Committee
The Audit Committee consists of three (3) independent members and operates according to article 44 of Law 4449/2017 as amended by article 74 of Law 4706/2020, articles 10, 15 and 16 of Law 4706/2020 and 537/2014 EU Regulation, the Hellenic Corporate Governance Code as voluntarily adopted by the Company and the Operating Rules of the Company. The Audit Committee operates aiming at supporting the BoD of the Company for the effective fulfillment of its duties regarding financial information, supervising of the internal control system and the statutory audit of the Company. The main responsibilities of the Audit Committee are, among others, monitoring of the financial reporting process and making recommendations or proposals to ensure its integrity, monitoring of the effectiveness of the internal control systems, risk management and internal control system of the Company and monitoring of the statutory audit of the annual and consolidated annual financial statements. The operation principles and duties of the Committee are described in detail on the website of the Company https://www. loulis.com .
The Audit Committee of the Company, as appointed by the Ordinary General Meeting of the Company’s shareholders on 22.06.2022 is a three (3) member independent joint committee in accordance with article 44 par. 1(a)(ab) L. 4449/2017, consisting of one (1) independent non-executive members of the BoD and two (2) independent third parties non-memebers of the BoD with four year term, which is equal to the term of the BoD, i.e. 22.06.2026. The members of the Audit Committee are the following:
| NAME | POSITION |
|---|---|
| Andreas Koutoupis | Chairman of the Audit Committee, Independent third party, Non- Member of the BoD |
| Elisavet Kapelanou – Alexandri | Member of the Audit Committee, Independent Non-Executive Member of the BoD |
| Konstantinos Kontochristopoulos | Member of the Audit Committee, Non-member of the BoD |
The Chairman of the Audit Committee, Mr. Koutoupis Andreas, meets the independence requirements of article 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity, having already been member of the BoD of the Company from June 2017 until June 22, 2022 he has proven sufficient knowledge in accounting and auditing (international standards). The detailed CV of Mr. Koutoupis follows and has been posted on the website of the Company https://www.loulis.com .
Dr. Andreas Koutoupis is a Chartered and Certified Internal Auditor, founder and Chairman of KnR Governance, Risk, Compliance & Internal Audit Services with the main object of Providing Internal Audit Services and the Training of Business Executives. He served as a Director, Head of Mazars - Greece Governance, Risk & Internal Audit Services for more than ten years. He also served as a Senior Manager within the Internal Audit Services department of PricewaterhouseCoopers – Greece for more than ten years. In 2005, he received the Michael J. Barett award by the International Institute of Internal Auditors and by the Italian Institute of Internal Auditors in 2006 for his PhD in Corporate Governance and Internal Audit, and has received numerous scholarships and awards for his academic and professional activity.
The member of the Committee Mrs. Elisavet Kapelanou – Alexandri meets the independence requirements of article 9 of the Law 4706/2020 and has sufficient knowledge in the Company’s field of activity. In particular, Mrs. Kapelanou-Alexandri has long experience in the fields of production sectors and distribution of consuming products, goods and services. For more than 35 years she is specialist in Commercial Law, Tax Law and Labor Law having been legal advisor to many companies (listed and non-listed) with successful management of cases from many different sectors. Moreover, she has been involved with the Internal Control of companies in which she has been their legal advisor. The detailed CV of Mrs. Elisavet Kapelanou – Alexandri is set out above, among the Cvs of the other members of the BoD and has been posted on the website of the Company https://www.loulis.com .
The member of the Audit Committee, Mr. Konstantinos Kontochristopoulos, meets the independence requirements of article 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity, having already been member of the Audit Committee since July 2019 and has sufficient knowledge in accounting and auditing. The detailed CV of Mr. Kontochristopoulos follows and has been posted on the website of the Company https://www.loulis.com .
Konstantinos Kontochristopoulos is a Finance professional and was born in 1977 in Athens. After completing his studies in Finance and Accounting at the American College of Greece, he went on to postgraduate studies at Brunel University in London in Finance and Investment, while he also holds an Executive MBA from the University of Kent. He has served for a number of years, i.e.from 2004 to 2010, as the Deputy Executive Director at Loulis Food Ingredients SA in Greece and Bulgaria, Finance Director at Schur Flexibles ABR SA member of the Austrian Group Schur Flexibles Group, Finance Director at Dunapack Viokyt Packaging SA member of the Austrian Prinzhorn Group, where he was also a Member of the Board of the Association of Industries of Thessaly and Central Greece, while now he is Group Controller of the Austrian Group Schur Flexibles Group, which owns 24 factories in 11 European countries. During 2023 the Audit Committee dealt, among others, with the following: information about the Audits of the Internal Auditor (March 2023/audit A’ quarter, June 2023/audit B’ quarter, October 2023/audit C’ quarter, December 2023/audit D’ quarter), approval of the Internal Auditor’s annual plan (December 2023), information from the Certified Public Accountants about the Company’s audit and the financial statements on 50 a regular basis (February 2023, April 2023, July 2023 and Deptember 2023), proposal to the BoD for the approval of the Annual Financial Statements 2022 (April 2023) and interim financial statements 2023 (September 2023), annual evaluation of the Audit Committee members (December 2023), monitoring of the internal control system of the Company (March 2023). The Audit Committee convened twelve (12) times during 2023 with presence of all its members (i.e. participation rate 100%). The Audit Committee, in the context of its operation, examined its performance and found that the maximum effectiveness of its operation is ensured since the Committee fully performed its duties and carried out timely and adequately all the works assigned. The BoD, during 2023, in the context of the conducted overall annual evaluation, reexamined and verified that the independence requirements of all the members of the Audit Committee are still met.
The purpose of this report is to inform the General Meeting of Shareholders and all the interested parties about the actions of the Audit Committee during the period 01/01/2023 - 12/31/2023.
The main purpose of the Audit Committee is to assist by providing support to the Board of Directors and assurance to shareholders by creating the conditions for an effective Corporate Governance system, which includes an efficient internal control system with the operation of the internal audit unit, risk management and compliance unit. The Committee in particular:
a) informs the Board of Directors of the audited entity about the result of the statutory audit,
b) monitors the financial reporting process,
c) monitors the effectiveness of the internal control system,
d) monitors the statutory audit of the annual and consolidated financial statements,
e) supervises and monitors the independence of certified public accountants or audit firms,
f) is responsible for the selection process of the certified public accountants or auditing firms.
The responsibilities and duties of the Audit Committee are defined in paragraph 3 of article 44 of Law 4449/2017, as well as by the decisions of the Capital Market Commission and are thoroughly described in the Audit Committee Charter, which is posted on the company's website.
The company's audit committee is an independent committee, which consists of a non-executive member of the Board of Directors and third party members. 51
Specifically, the chairman of the Audit Committee is Mr. Andreas Koutoupis, an independent member, not a member of the Board of Directors and the other two members of the Audit Committee are Mrs. Elisavet Kapelanou-Alexandri, independent non-executive vice-chairwoman of the Board of Directors and Mr. Konstantinos Kontochristopoulos, an independent third party member, non-member of the Board of Directors.
The Audit Committee met 12 times during 2023 and during the meetings of the Committee all its members were present, while all decisions were taken unanimously. Minutes were kept for each meeting, which were signed by all members of the Audit Committee. We note that, in addition to the meetings, the members of the Audit Committee are in regular contact with each other, with the Company's statutory auditor, with the Company's internal auditor and with management in general, in the context of the performance of their duties in accordance with the Regulation (EU) 537/2014, article 44 of law 4449/2017, decision 1302/2017 of the Capital Market Commission and the current legislation in general.
During its meetings, the Audit Committee briefly dealt with the following:
The company's Bylaws were updated during 2022. The audit committee examined the Company’s Bylaws and after having considered any regulatory developments and according to the minutes 95/19.12.2023 decided that the Company’s Bylaws does not need to be updated. It is noted that a summary of the Bylaws is available on the corporate website. 53
The Company, emphasizing its sincere commitment to the principles of Corporate Responsibility and Sustainable Development, has approved a Sustainability Policy. The policy covers all activities of the Company and the Group and binds the Company and all its subsidiaries. The Company with the Sustainability Policy that implements, seeks over time to create value for those involved with the company, i.e., shareholders, members of the Board of Directors, Executives, other employees, customers, suppliers, Banks, the Public Sector, society and other social groups that interact with the company. To achieve this goal, the company places particular emphasis on, among other things, the training and development of human resources, health, and safety at work, as well as the protection of the environment, following the principles of sustainable operation and development. The Sustainability Policy of the Company reflects the approach and commitment of the Management to the issues of sustainable development and responsible operation.# Responsible Operation
Responsible operation is a continuous commitment to substantial management, to generate value for all involved with the company that meets the modern needs of society and contributes to its overall prosperity. The company has a specific strategy, which focuses on the important issues related to its activity and seeks its continuous responsible development, focusing on the critical pillars of ESG business responsibility, namely, Environment, Society, Governance. Sustainability Policy is an integral part of the Company's business practice model and culture. In the context of the implementation of Sustainability Policy, the Company develops activities, among others, in the following areas:
The Company has set as a non-negotiable priority and primary concern about the protection of health and safety of its staff. In the context of implementing this priority, the Company has established every best international practice that contributes to the strengthening and improvement of the safety culture and the achievement of the goal for "zero accidents" and at the same time organizes training programs, both about understanding of the risks in the production process and to cultivate a common sense and safety behavior among employees. Regarding its products, the company has adopted the following policies to ensure the health and safety of its products in the framework of the Product Excellence strategy:
In this context, trainings have been conducted about the safety of employees and premises while at the same time improvements have been made for the safety of products.
The Company acknowledges the significant contribution of the personnel to its successful course until today. Long experience, high expertise, knowledge and creativity of the personnel support the Company’s course for a stable, dynamic and ongoing development. The Company greatly emphasizes at objective evaluation of its personnel, promoting and enhancing talents and its continuous training as well, planning and conducting training courses of high added value based on structured methodology, targeted topics and training material that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional development and makes maximum use of the knowledge and skills of the personnel whereas filling vacant posts with redeployment of staff within the Company is a prevailing principle in the Company’s culture. Within 2023 training courses have been conducted having offered the opportunity to participants to take part, learn and benefit from trainers of high expertise. The Company in an effort to embrace and accept diversity set up a new interdepartmental group in order to develop a culture of diversity and inclusion, within the Company, supporting the long-term effort for becoming more fair, providing equal opportunities to everyone without discriminations. Equality and equal treatment of all employees of the Company is a non-negotiable priority.
The Company aims at the sustainability of the local community through a continuous bilateral cooperation. The Company covers significant part of its needs in human resources and suppliers from the local community the Company operates. A significant part of the Company’s employees comes from the local communities and in that way the Company contributes to the local and national economy. Within the Company’s social initiatives the following are included: the Company supported vulnerable social groups and particularly the Company supported 236 non-governmental organizations providing them with more than 200 tonnes of flour 30 organizations of which were institutions for children with special needs, assisted in emergency responses having supported its associate bakers who affected from the floods in Thessaly through free distribution of sacks of flour as well as provided more than 90.000 bottled water to the flood victims of Magnesia and Thessaly, supported livestock farmers of Magnesia providing them with more than 80 tonnes of bran, provided 20 tonnes of flour to the earthquake victims in Turkey. Organized two voluntary blood drives in the Company’s premises, continued granting donations to public welfare institutions, supported 60 baking schools with a donation of more than 19 tonnes of flour for their training needs, supported “Food Saving Alliance” providing them with 25.310 food rations in cooperation with the non-profit organization “We Can” as well as many other initiatives that promote common values for progress, development and social service such as the implementation of new training courses in the “Loulis Museum” of the Company.
For the Company, environmental protection is a primary element of its Sustainable Development Policy and represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing business international environment. Conscience about environment is expressed through adopting Environmental Management Policy for protecting the environment from the Company’s operation and making specific investments of environmental protection and adopting daily practices as well that combine responsible environmental management with the effort to continually eliminate the environmental impact. In this context, the Company applies the applicable Law and the management of the implemented environmental programs are conducted through Environmental Management System which is certified with ISO 14001:2015. In particular the Company proceeded in:
Also:
In 2023 the installation of an electricity-generating power station in the Company’s warehouse in Mandra has been completed. Photovoltaics is a technology for generating electricity from the sun which is the best way to save energy and contributes to reduce the environmental impact.
The Company, recognizing the importance of corporate governance principles and the advantages deriving from their adoption, follows international best practices and international standards that apply in its areas of activity, to maximize the benefit for its shareholders and in general about all stakeholders and the society. As a listed company on the Athens Stock Exchange, the Company applies the current legislation on corporate governance. To enhance corporate transparency and control mechanisms, effective management and optimal operational performance, the Company implements Internal Operating Rules and has adopted the Hellenic Corporate Governance Code issued in June 2021, by the Hellenic Corporate Governance Council. In addition, the Code of Conduct, the Policy and Procedures for the Detection and Prevention of Conflict of Interest, the Whistleblowing Policy, the Anti-Corruption Policy and the Shareholder Policy and Procedure reflect its commitment and position on transparency, corruption and bribery and conflict of interest. It is pointed out that the Company in an effort to achieve the above-mentioned objectives of the Sustainability policy has established and operates the following Directorates - Departments and roles, which are fully staffed with sufficient and appropriate staff:
10/04/2024
The Nomination & Remuneration Committee supports the BoD regarding the nomination process and succession planning of the BoD and the remuneration scheme of Board Members and senior management of the Company. The Committee is appointed by the BoD and consists of at least three (3) non-executive Board Members, two (2) of which at least must be independent non-executive. The independent non-executive members of the BoD are always the majority of the Committee’s members.# The Nomination & Remuneration Committee of the Company
The Nomination & Remuneration Committee of the Company was appointed on 22.06.2022 by the BoD of the Company and consists of the following members:
| NAME | POSITION |
|---|---|
| Elisavet Kapelanou – Alexandri | Chairman of the Committee, Independent Non-Executive member of the BoD |
| Konstantinos Macheras | Member of the Committee, Independent Non-Executive member of the BoD |
| Georgios Taniskidis | Member of the Committee, Independent Non-Executive member of the BoD |
The tenure of the Committee coincides with the tenure of the BoD, i.e. until 22.06.2026. The Nomination & Remuneration Committee convened four (4) times during 2023 with presence of all its members (i.e. participation rate 100%). The Nomination & Remuneration Committee of the Company operates in accordance with its Charter which is posted on the Company’s site https://www.loulis.com.
During 2023 the Nomination & Remuneration Committee dealt with the followings: Proposal to the Company’s BoD regarding the Remuneration Report for the year 1.1.2022 to 31.12.2022 (art. 112 L.4548/2018), supervision of the training program of the BoD members, senior management, internal auditor, risk management and regulatory compliance and information system managers, succession plan of CEO and evaluation of the Company’s BoD. The Nomination & Remuneration Committee, in the context of its work, examined its performance and found that the maximum effectiveness of its operation is ensured since the Committee fully performed its duties and carried out timely and adequately all the works assigned.
Creating value for human nutrition.
Production and distribution of innovative and competitive raw materials of high quality as well as providing high-level services in the food market
With respect to the Company’s tradition of 3 centuries, the commits itself to be a pioneer and develop with environmental and social responsibility, as well as to create value for its customers, employees, shareholders and the society
The Company targets at being the leader in the market of Southeast Europe and at the same time enforce its export orientation with environmental and social responsibility.
All companies should voluntarily integrate in their business activity and in the relationship with their business-partners social and environmental practices as they realize that responsible behavior leads to their sustainability and to sustainable business success.
In Loulis Food Ingredients a specific strategy of corporate responsibility and sustainable development is followed. The Company identifies and manages the impact arising from its operation:
* On economy (market)
* On people
* On environment
* On society
and seeks to reduce the negative effect and increase the positive one.
The Company aims at achieving valid financial results, following the applicable legal framework regarding corporate governance. Evaluates the opportunities and manages business risks in an effort to ensure its continuous and smooth operation. Moreover, the Company complies with all the relevant laws aiming at carrying out its activities with total transparency and integrity taking into account its share of moral and regulatory obligations. Priority of Loulis Food Ingredients SA is achieving strategic goals such as good competitiveness and corporate performance, through exclusively legal behavior. Based on the above, the Company does not encourage and does not tolerate illegal or immoral business activities. The Company prepares the Sustainability Report in which the international standards of Sustainable Development are included.
Loulis Food Ingredients SA has adopted a customer-oriented approach of customer service aiming at meeting their best interests and the Company invests in research and development providing a wide range of products of high quality. Moreover, the Company targets at creating added value for its customers not only through providing them with products of high quality but also supporting them with excellent and personalized services. In that way the Company reinforces its position in the continually developing business environment. In addition, the Company expects the commitment of its suppliers and business-partners regarding their sound and responsible business behavior.
The protection of human rights as well as providing a healthy and safe working environment are Company’s primary goals. The Company respects and supports the internationally recognized human rights, through the adoption of policies of fair reward, merit and equal opportunities, free of discriminations for its entire personnel whereas ensures the development of its staff and the BoD members according to the training Policy of the Company.
The Company does not tolerate any kind of discrimination regarding, sex, religion, age, ethnicity, social background, disability, beliefs, sexual orientation or political views. These principles apply for hiring new staff, employees with contract and the professional development of the Company’s staff. The only factors affecting decisions about employment is performance, experience, personality, effectiveness, skills, qualifications and character. The Company and its subsidiaries are against any kind of forced labor. All the works performed within the Company should be of own willing and according to the applicable legislation. The Company constantly ensures health and safety at all levels of its activity, including personnel, business-partners, customers and visitors. The Company strictly complies with the applicable legislation and fully applies all the appropriate standards, directives and procedures regarding health and safety.
Environmental management is one of the Company’s priorities and in that context the Company applies the prevention principle and takes systematic actions aiming at minimizing as much as possible the environmental impact with the adoption of good environmental practices. The operation of the Company and of its subsidiaries ensure the best management of natural resources, the promotion of a green culture to its personnel, the compliance with the applicable local and EU legislation as well as with the specific environmental criteria of operation of each unit. The Company operates with total transparency and participates in an open dialogue about environmental issues with all the interested parties.
The Company actively participates and responds with social responsibility to issues concern the local community. Designs and carries out actions aiming at elimination of social problems such as employment issues, educational development, welfare and culture. The Company at the same time encourages its personnel and its business-partners to participate on voluntary actions and take initiatives for the Sustainable Development of the local community.
In the core of the business model of sustainable development is the human being and not only the economic profit making the role of management of a company more difficult and demanding as it is not easy enough for someone to strike the right balance between achieving economic goals of a company and respect of principles and regulations of ESG criteria. Loulis Food Ingredients SA gradually and continuously integrate the ESG criteria and goals (Environment, Social, Governance) in its investment strategy for all of its activities. At mid-term and long-term that process shall result in an improved investment impact on environment, society and adoption of corporate governance best practices. At the same time, the Company expects, after the adoption of ESG’s practices, to contribute to reducing investment risks and strengthen the performance of its investment.
The Company has set unconditional priority and primary concern the protection of the health and safety of its personnel. In the context of applying that priority, the Company has adopted every international best practice that contributes to the strengthening and improving of the safety culture and achieving the goal for “zero accidents” and at the same time conducts training programs about awareness of hazards on the production process and promoting of a common sense and safety behavior among employees.
Regarding products, the Company has applied the following policies to ensure the hygiene and safety of the its products in the context of Product Superiority strategy:
* Quality Policy
* Quality and Food Safety Policy
The Company acknowledges the significant contribution of the personnel to its successful course until today. Long experience, high expertise, knowledge and creativity of the personnel support the Company’s course for a stable, dynamic and ongoing development. The Company greatly emphasizes at objective evaluation of its personnel, promoting and enhancing talents and its continuous training as well, planning and conducting training courses of high added value based on structured methodology, targeted topics and training material that meet specific needs and cover a wide range of knowledge fields. The Company encourages professional development and makes maximum use of the knowledge and skills of the personnel whereas filling vacant posts with redeployment of staff within the Company is a prevailing principle in the Company’s culture. Within 2023 training courses have been conducted having offered the opportunity to participants to take part, learn and benefit from trainers of high expertise. Some of these courses have been conducted on a repetitive basis.
The Company aims at the sustainability of the local community through a continuous bilateral cooperation.The Company covers significant part of its needs in human resources and suppliers from the local community the Company operates. A significant part of the Company’s employees comes from the local communities and in that way the Company contributes to the local and national economy. Within the Company’s social initiatives the following are included: the Company supported vulnerable social groups and particularly the Company supported 236 non-governmental organizations providing them with more than 200 tonnes of flour 30 organizations of which were institutions for children with special needs, assisted in emergency responses having supported its associate bakers who affected from the floods in Thessaly through free distribution of sacks of flour as well as provided more than 90.000 bottled water to the flood victims of Magnesia and Thessaly, supported livestock farmers of Magnesia providing them with more than 80 tonnes of bran, provided 20 tonnes of flour to the earthquake victims in Turkey. Organized two voluntary blood drives in the Company’s premises, continued granting donations to public welfare institutions, supported 60 baking schools with a donation of more than 19 tonnes of flour for their training needs, supported “Food Saving Alliance” providing them with 25.310 food rations in cooperation with the non-profit organization “We Can” as well as many other initiatives that promote common values for progress, development and social service such as the implementation of new training courses in the “Loulis Museum” of the Company.
For the Company, environmental protection is a primary element of its Sustainable Development Policy and represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing business international environment. Conscience about environment is expressed through adopting Environmental Management Policy for protecting the environment form the Company’s operation and making specific investments of environmental protection and adopting daily practices as well that combine responsible environmental management with the effort to continually eliminate the environmental impact. In this context, the Company applies the applicable Law and the management of the implemented environmental programs are conducted through Environmental Management System which is certified with ISO 14001:2015.
In particular the Company proceeded in:
Also:
Through publishing the Sustainability Development Report (seventh consecutive report) the Company aims at interested parties’ comprehensive information regarding the quantitative and qualitative data related to the Company’s performance in achieving its goals about Environmental, Social and Governance issues. These have been prepared in line with GRI criteria and underline and meet ESG’s criteria (Environmental, Social and Governance criteria) according to the ESG Reporting Guide of the Athens Stock Exchange. ESG criteria include several indicators that measure Company’s performance and adapt its behavior so as to be in line with those criteria. ESG criteria are used and been assessed by prospective investors who wish to focus on responsible investments.
Moreover, for the determination of the Report’s context, the Company used the basic version of GRI STANDARDS 2021 (“This report has been prepared in accordance with the GRI Standards: Core option”) and at the same time the requirements of Food Processing Sector Supplement of the GRI guidelines have been used. In addition the seven fundamental Principles of Social Responsibility of the international standard ISO 26000:2010 have been taken into account.
The Company clearly defined its limits and effect on sustainable development after taking into account the Sustainable Development Goals – SDGs of the UN, examining the impact of its several essential issues on each one of the 17 Goals. Through the publishing of this report, the Company wishes to start and strengthen the dialogue with all the interested parties so as to support its strategy for the development of a sustainable and responsible business environment, for a greater contribution to economy, society and environment.
Targeting at transparency and strengthening the reliability of data the Company assigned an independent company of providing assurance on sustainability reports the external assurance of its Sustainability Development Report. The Company based on the GRI standards and Sustainable Development Goals – SDGs of the UN is committed to pinpoint opportunities that could improve its strategy and decision-making regarding its operating performance, reducing the risks related to climate change and economic development.
The related parties transaction process aims to describe the way related party transactions must be approved in accordance with the applicable legal framework and the way they must follow by the Company's staff prior to the signing/approval of a related party transaction. Each affiliated company follows the rules regarding transparency, independent financial management, accuracy and correctness of its transactions, according to law. Transactions between the Company and its affiliated companies are made at a price or consideration, which is proportional to what would be agreed in case the transaction would be made with another natural or legal person, within the prevailing market conditions at the time of the transaction and especially in proportion to the price or consideration agreed by the Company, when it is traded with any third party, in accordance with the relevant provisions of the relevant legislation.
In the context of the application of International Accounting Standards and International Financial Reporting Standards and specifically in accordance with IAS 24 "Disclosures of Related Parties", the Company is required to disclose mainly through periodic financial statements the transactions between related parties. According to the provisions of that standard, in addition to the companies (subsidiaries and affiliates) being part of the Group of the Company, the BoD members, senior management, close members of the family thereof as well as third entities in which the above parties have a significant stake (>20%) and who, on account of the nature of such transactions, have significant influence over the Company’s decisions, strategies or economic activities. On the responsibility of Financial Department, information relevant to the above transactions between related parties is included in the report accompanying the financial statements of the Company, for the shareholders’ information.
In the context of the above, within 2023 the Company carried out the following transactions with related parties, as described in Chapter H of the Annual Report Of The Board Of Directors.
The cumulative amounts for sales and purchases from the beginning of the current year and the balances of the Group’s and the Company’s receivables and liabilities accounts at the end of the current year, which have resulted from its transactions with related parties, as per IAS 24, are as follows:
Transactions with related parties
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | |
|---|---|---|
| Sales of Goods and Services | Purchases of Goods and Services | |
| Affiliated Companies | 376.158 | 0 |
| Executives and Members of the Management | 0 | 0 |
| Total: | 376.158 | 0 |
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Receivables | Liabilities | |
| Affiliated Companies | 125.000 | 0 |
| Executives and Members of the Management | 505.935 | 1.965 |
| Total: | 630.935 | 1.965 |
Company
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | |
|---|---|---|
| Sales of Goods and Services | Purchases of Goods and Services | |
| Kenfood SA | 832.168 | 2.787.115 |
| Greek Baking School S.A. | ||
| Loulis Logistics Services SA 480 0 480 0 | ||
| Loulis International Foods Enterprises Bulgaria Ltd 0 0 0 0 | ||
| Loulis Mel-Bulgaria EAD 239.907 2.819.205 283.395 6.535.022 | ||
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd 1.200 0 0 0 | ||
| Affiliated Companies 1.158 0 1.158 0 | ||
| Executives and Members of the Management 0 0 0 0 | ||
| Total: 1.074.913 5.606.320 940.131 8.443.003 |
| 31.12.2023 Receivables | 31.12.2022 Liabilities | 31.12.2023 Receivables | 31.12.2022 Liabilities | |
|---|---|---|---|---|
| Kenfood SA | 144.095 | 570.571 | 68.724 | 138.836 |
| Greek Baking School S.A. (removal from G.E.M.I. on 29/09/2023) | 0 | 0 | 0 | 0 |
| Loulis Logistics Services SA | 0 | 0 | 0 | 0 |
| Loulis International Foods Enterprises Bulgaria Ltd | 0 | 0 | 0 | 0 |
| Loulis Mel-Bulgaria EAD | 0 | 0 | 5.119.575 | 365.666 |
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd | 0 | 0 | 0 | 0 |
| Affiliated Companies | 0 | 0 | 0 | 0 |
| Executives and Members of the Management | 0 | 266 | 366 | 849 |
| Total: | 144.095 | 570.837 | 5.188.665 | 505.351 |
| Group Company | 31.12.2023 Salaries and other benefits | 31.12.2022 Salaries and other benefits | 31.12.2023 Total | 31.12.2022 Total |
|---|---|---|---|---|
| Salaries and other benefits | 1.405.640 | 1.619.480 | 983.130 | 908.930 |
| Total: | 1.405.640 | 1.619.480 | 983.130 | 908.930 |
There are no other significant transactions with the associated companies for 2023.
The most significant events that took place subsequently of December 31, 2023 and until the date of the Financial Statements’ preparation are as follows:
Reconstitution of the Board of Directors into a body. On January 8th, 2024 following the positive proposal of the Company’s Remuneration and Nomination Committee the BoD decided and elected Mr. Arnoud van den Berg as a new non-executive member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri of Bruno, for the remainder of the BoD’s term i.e. until 22/6/2026.
Therefore, the BoD of the Company formed again into a body as follows:
1. Mr. Nikolaos Loulis of Konstantinos, Chairman of the BoD, Executive Member
2. Mrs. Elisavet Kapelanou – Alexandri of Spyridon, Vice-Chairman of the BoD - Independent Non- Executive Member
3. Mr. Nikolaos Fotopoulos, of Spyridon, Chief Executive Officer – Executive member
4. Mr. Spyridon Theodoropoulos of Ioannis, Member of the BoD - Non-Executive Member
5. Mr. Arnoud van den Berg of Johannes Cornelis, Member of the BoD - Non-Executive Member
6. Mr. Konstantinos Macheras of Dimitrios, Member of the BoD - Independent Non-Executive Member
7. Mr. Georgios Taniskidis of Ioannis, Member of the BoD - Independent Non-Executive Member
The term of the aforementioned Board of Directors is of four (4) year i.e. until 22/6/2026 which shall be extended until the expiry of the deadline, within of which the immediately following Ordinary General Meeting must convene and until taking such decision.
The Company did not possess any own shares at the date of the Financial Statements’ preparation.
This Explanatory Report of the Board of Directors to the Annual General Meeting of shareholders includes detailed information in accordance with the provisions of paragraph 1 of article 11a pursuant to Law 3371/2005 as in force.
Share Capital Structure.
The Company’s share capital amounts to € 16.093.063,20, divided into 17.120.280 shares with the nominal value of € 0,94 per each. All shares are ordinary, registered, voting shares, listed for trading on the Athens Exchange and particularly in the Mid Cap class. The Company’s shares are common, nominal with voting right.
Restrictions on the transfer of Company’s shares.
There are no restrictions in the Company’s Articles of Association regarding transfer of the company’s shares and the transfer is conducted in accordance to Law.
Significant direct or indirect participations according to articles 9-11 of Law 3556/2007
On settlement date 31.03.2024 Mr. Loulis Nikolaos holds 48,47%, Mrs Evangelia Louli holds 6,86%, and A L DAH RA AGRICULTURE SPAIN SLU holds 20,01% of the share capital of the Company. There is no other natural or legal person that owns more than 5% of the share capital.
Holders of any type of share providing special rights of control.
There are no Company’s shares providing their holders with any special control rights.
Restrictions on voting rights.
There are no restrictions in the Company’s Articles of Association regarding voting rights
Agreements between Company’s shareholders.
The Company is not aware of any agreements between its shareholders which might result in restrictions on the transfer of its shares or the exercise of voting rights.
Rules of appointment and replacement of members of the Board of Directors and amendment of Articles of Association which are differentiated from those as specified in Law 4548/2018.
The provisions set out in the Company’s Articles of Association regarding the appointment and replacement of its BoD members as well as the amendment of its Articles of Association do not differ from the provisions of the Law 4548/2018.
Responsibility of the Board of Directors for issuing new shares or purchase own shares.
According to the provisions of article 6 of Company’s Articles of Association, within five years from the relevant decision of the General Meeting, the BoD, following a decision taken with the quorum and majority requirements prescribed in Law 4548/2018, has the right to increase the share capital partially or in full by issuing new shares, for an amount that cannot exceed the triple of the paid up share capital at the date the relevant authority has been granted to the BoD. Pursuant to the provisions of art. 49 of Law 4548/2018, public limited companies, following a decision of the General Meeting of their shareholders, can acquire own shares, up to 10% of their total number of shares, based on the specific terms and procedures of the art. 49 of Law 4548/2018. There is no any contrary provision in the Company’s Articles of Association.
Important agreement made by the Company, which will come into effect, be amended or expire upon any changes in the Company’s control following a public offer and the results of this agreement.
There are no such agreements.
Agreements made between the Company and its BoD members or its personnel, regarding compensation in case of resignation or release from duties without sufficient reason or in case of termination of their term or employment due to a public offer.
There are no agreements between the Company and the members of its Board of Directors or its personnel for the payment of compensation particularly in the event of resignation or termination of employment without sufficient reason or termination of tenure or employment due to public offer.
The BoD of the Company after taking into account the financial results of the year 2023, the financial position of the Company, the prospects as well as the conditions prevailing in the wider financial environment shall propose in the following Annual General Meeting of the Shareholders the distribution of dividends from the profit of the year 2023 of a gross amount of € 0,12 per share. The proposed distribution is subject to the approval of the Ordinary General meeting of the Shareholders.
The Annual Corporate Social Responsibility Report of the Group LOULIS FOOD INGREDIENTS, based on a internationally recognized reporting standard (GRI Standards), shall be available to the public and posted on the Company’s webpage (www.loulis.com).
The Chairman of the Board of Directors
Nikolaos K. Loulis
Soupri, Magnisia
April 24, 2024
The Board of Directors
To the Shareholders of LOULIS FOOD INGREDIENTS S.A.
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the Company LOULIS FOOD INGREDIENTS S.A. (the Company), which comprise the separate and consolidated statement of financial position as at December 31, 2023, and the separate and consolidated statements of comprehensive income, changes in equity and cash flow for the year then ended, as well as and the notes to the financial statements, including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of the Company LOULIS FOOD INGREDIENTS S.A. and its subsidiaries (the Group) as of December 31, 2023, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as endorsed by the European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as incorporated in Greek Legislation. Our responsibilities, under those standards are described in the “Auditor’s Responsibilities for the Audit of the separate and consolidated financial statements” section of our report. During our audit, we remained independent of the Company and the Group, in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) as incorporated in Greek legislation and the ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece and we have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.# Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and the consolidated financial statements of the current period. These matters and the related risks of material misstatement were addressed in the context of our audit of the separate and the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matter | How our audit addressed the Key audit matter # Report of Independent Registered Public Accounting Firm
However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
We are responsible for the direction, supervision and performance of the audit of the Company and the Group. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the current period and are therefore the key audit matters.
Taking into consideration that Management is responsible for the preparation of the Board of Directors’ Report and the Corporate Governance Statement, which is included therein, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B), we note that:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the information required by Article 152 of Law 4548/2018.
b) In our opinion the Board of Directors’ Report has been prepared in accordance with the applicable legal requirements of articles 150-151 and 153 and of paragraph 1 (cases c’ and d’) of article 152 of Law 4548/2018 and its content is consistent with the accompanying separate and consolidated financial statements for the year ended 31.12.2023.
c) Based on the knowledge we obtained during our audit about the company “LOULIS FOOD INGREDIENTS S.A.” and its environment, we have not identified any material inconsistencies in the Board of Directors’ Report.
Our audit opinion on the separate and the consolidated financial statements is consistent with our Additional Report to the Audit Committee of the Company, referred to in article 11 of EU Regulation 537/2014.
Provision of Non-Audit Services
We have not provided to the Company and the Group any prohibited non-audit services referred to in article 5 of EU Regulation No 537/2014 or other permitted non-audit services.
Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Assembly of shareholders of the Company on 23/06/2014. Our appointment has been, since then, uninterrupted renewed by the Annual General Assembly of shareholders of the Company for 10 consecutive years.
Rules of Procedure
The Company has in place Rules of Procedure in conformance with the provisions of article 14 of Law 4706/2020.
Assurance Report on European Single Electronic Format
We examined the digital records of “LOULIS FOOD INGREDIENTS.A.” (hereinafter Company and Group), prepared in accordance with the European Single Electronic Format (ESEF) as defined by the European Commission Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which comprise the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML format, as well as the provided XBRL file (to name the file 213800SZN4MZXLBCIB60-2023-12-31-el.zip) with the appropriate mark-up, on the aforementioned consolidated financial statements, including other explanatory information (Notes to the financial statements).
**Regulatory Framework**
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission Interpretative Communication 2020/C379/01 of November 10, 2020, in accordance with Law 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF Regulatory Framework). In summary, this framework includes, inter alia, the following requirements:
* All annual financial reports shall be prepared in XHTML format.
For the consolidated financial statements in accordance with IFRS, financial information included in the statements of comprehensive income, financial position, changes in equity and cash flow, as well as the financial information included in the other explanatory information, shall be marked-up with XBRL tags (XBRL “tags” and “block tags”), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial statements of the Company and Group for the year ended December 31, 2023, in accordance with the requirements of ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the preparation of digital records that are free from material misstatement, whether due to fraud or error.
**Auditor’s Responsibilities**
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines on the auditors’ engagement and reasonable assurance report on European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate and the consolidated financial statements of the Company and the Group, prepared by the management in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory Framework. We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code) issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017 and EU Regulation 537/2014. We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and our procedures are limited to the requirements of ESEF Guidelines. Reasonable assurance is a high level of assurance but is not a guarantee that this work will always detect a material misstatement of non-compliance with the requirements of ESEF Regulation.
**Conclusion**
Based on the procedures performed and the evidence obtained, the separate and consolidated financial statements of the Company and the Group for the year ended December 31, 2023, in XHTML file format, as well as the provided XBRL file (to name the file 213800SZN4MZXLBCIB60-2023-12-31-en.zip) with the appropriate mark-up on the above consolidated financial statements, including the other explanatory information, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework.
BDO Certified Public Accountant S.A.
449 Mesogion Ave, Athens- Ag. Paraskevi, Greece
Reg. SOEL: 173
Ag. Paraskevi, April 24, 2024
Certified Public Accountant
Andriana K. Lavazou
Reg. SOEL: 45891
(Amounts in €)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 31/12/2023 | 31/12/2022 | 31/12/2023 | 31/12/2022 | |
| ASSETS | Note | |||
| Non-Current Assets | ||||
| Property, Plant and Equipment | 7.2 | 105,960,370 | 107,146,282 | 91,403,257 |
| Investment Property | 7.3 | 496,992 | 515,986 | 477,000 |
| Right of Use Assets | 7.4 | 1,317,902 | 829,665 | 1,140,828 |
| Other Intangible Assets | 7.5 | 1,487,754 | 1,741,858 | 788,466 |
| Goodwill | 7.6 | 1,000,000 | 1,000,000 | 0 |
| Investments in Subsidiaries | 7.7 | 0 | 0 | 19,127,258 |
| Other Non-Current Receivables | 7.8 | 1,185,514 | 1,107,796 | 279,564 |
| Deferred Tax Assets | 7.16 | 0 | 0 | 0 |
| 111,448,532 | 112,341,587 | 113,216,373 | ||
| Current Assets | ||||
| Inventories | 7.9 | 31,132,291 | 46,035,518 | 23,868,456 |
| Trade Receivables | 7.10 | 48,647,079 | 48,522,859 | 43,747,513 |
| Derivative Financial Assets | 7.11 | 21,825 | 9,380 | 0 |
| Cash and Cash Equivalents | 7.12 | 8,915,023 | 11,013,927 | 6,814,932 |
| Other Current Assets | 7.13 | 3,034,797 | 4,945,192 | 2,720,795 |
| 91,751,015 | 110,526,876 | 77,151,696 | ||
| Total Assets | 203,199,547 | 222,868,463 | 190,368,069 | |
| EQUITY AND LIABILITIES | ||||
| Equity attributable to Equity Holders of the Parent | ||||
| Share Capital | 16,093,063 | 16,093,063 | 16,093,063 | |
| Share Premium Account | 29,547,925 | 31,602,358 | 29,547,925 | |
| Other Reserves | 7.14 | 57,063,742 | 49,851,212 | 56,591,553 |
| Equity attributable to Equity Holders of the Parent | 102,704,730 | 97,546,633 | 102,232,541 | |
| Non-Controlling Interest | 23,254 | 392 | 0 | |
| Total Equity | 102,727,984 | 97,547,025 | 102,232,541 | |
| Non-Current Liabilities | ||||
| Non-Current Loans and |
| Note | 1/1- 31/12/2023 | 1/1- 31/12/2022 | 1/1- 31/12/2023 | 1/1- 31/12/2022 |
|---|---|---|---|---|
| Revenue | 202,745,766 | 197,908,200 | 176,663,442 | 173,303,050 |
| Cost of Sales | (172,632,334) | (169,967,044) | (151,824,208) | (150,290,802) |
| Gross Profit | 30,113,432 | 27,941,156 | 24,839,234 | 23,012,248 |
| Other Income | 4,682,745 | 4,970,805 | 3,952,948 | 4,083,541 |
| Distribution Expenses | (18,287,074) | (16,713,114) | (15,083,275) | (13,647,112) |
| Administration expenses | (7,971,832) | (8,467,885) | (6,986,138) | (7,290,712) |
| Other Expenses | (2,108,623) | (1,970,273) | (1,177,773) | (1,927,064) |
| Fair value valuation of Bonds and Participations | (466,954) | (872,638) | (506,078) | (872,638) |
| Financial Income | 7,550,276 | 5,028 | 7,670,684 | 133,116 |
| Financial Expenses | (5,206,439) | (2,457,358) | (4,613,802) | (2,211,295) |
| Profits/(Losses) before Taxes | 8,305,531 | 2,435,721 | 8,095,800 | 1,280,084 |
| Tax Expense | (2,043,123) | (593,460) | (2,011,618) | (718,679) |
| Net Profit of the Year | 6,262,408 | 1,842,261 | 6,084,182 | 561,405 |
| Owners of the Parent Company | 6,264,026 | 1,842,358 | 6,084,182 | 561,405 |
| Non-Controlling Interests | (1,618) | (97) | 0 | 0 |
| Other Comprehensive Income Items that will be Reclassified to Profit or Loss | 0 | 0 | 0 | 0 |
| Profit/(Loss) on Revaluation of Property | 1,421,969 | 4,875,372 | 1,421,969 | 4,875,372 |
| Actuarial Profits/(Losses) | (10,649) | 47,067 | (9,303) | 42,067 |
| Income Tax that relates to Other Comprehensive Income | (310,462) | (1,082,699) | (310,786) | (1,081,837) |
| Items that will not be Reclassified to Profit or Loss | 1,100,858 | 3,839,740 | 1,101,880 | 3,835,602 |
| Total Comprehensive Income for the Year | 7,363,266 | 5,682,001 | 7,186,062 | 4,397,007 |
| Profit of the Year Attributable to: | ||||
| Owners of the Parent Company | 7,364,884 | 5,682,098 | 7,186,062 | 4,397,007 |
| Non-Controlling Interests | (1,618) | (97) | 0 | 0 |
| Earnings per Share for Profits Attributable to the Owners of the Parent | ||||
| Basics | 0,3659 | 0,1076 | 0,3554 | 0,0328 |
| Diluted | 0,3659 | 0,1076 | 0,3554 | 0,0328 |
| Proposed Dividend per Share | 0,1200 | 0,0000 | 0,1200 | 0,0000 |
| Depreciation | 6,342,752 | 5,238,177 | 5,632,794 | 4,710,080 |
| Earnings before Interest and Tax | 7,801,053 | 6,915,091 | 6,472,999 | 5,345,526 |
| Earnings before Interest, Tax, Depreciation and Amortization | 14,143,805 | 12,153,268 | 12,105,793 | 10,055,606 |
| Note | 1/1- 31/12/2023 | 1/1- 31/12/2022 | 1/1- 31/12/2023 | 1/1- 31/12/2022 |
|---|---|---|---|---|
| Revenue | 176,663,442 | 173,303,050 | ||
| Cost of Sales | (151,824,208) | (150,290,802) | ||
| Gross Profit | 24,839,234 | 23,012,248 | ||
| Other Income | 3,952,948 | 4,083,541 | ||
| Distribution Expenses | (15,083,275) | (13,647,112) | ||
| Administration expenses | (6,986,138) | (7,290,712) | ||
| Other Expenses | (1,177,773) | (1,927,064) | ||
| Fair value valuation of Bonds and Participations | (506,078) | (872,638) | ||
| Financial Income | 7,670,684 | 133,116 | ||
| Financial Expenses | (4,613,802) | (2,211,295) | ||
| Profits/(Losses) before Taxes | 8,095,800 | 1,280,084 | ||
| Tax Expense | (2,011,618) | (718,679) | ||
| Net Profit of the Year | 6,084,182 | 561,405 | ||
| Owners of the Parent Company | 6,084,182 | 561,405 | ||
| Non-Controlling Interests | 0 | 0 | ||
| Other Comprehensive Income Items that will be Reclassified to Profit or Loss | 0 | 0 | ||
| Profit/(Loss) on Revaluation of Property | 1,421,969 | 4,875,372 | ||
| Actuarial Profits/(Losses) | (9,303) | 42,067 | ||
| Income Tax that relates to Other Comprehensive Income | (310,786) | (1,081,837) | ||
| Items that will not be Reclassified to Profit or Loss | 1,101,880 | 3,835,602 | ||
| Total Comprehensive Income for the Year | 7,186,062 | 4,397,007 | ||
| Profit of the Year Attributable to: | ||||
| Owners of the Parent Company | 7,186,062 | 4,397,007 | ||
| Non-Controlling Interests | 0 | 0 | ||
| Earnings per Share for Profits Attributable to the Owners of the Parent | ||||
| Basics | 0,3554 | 0,0328 | ||
| Diluted | 0,3554 | 0,0328 | ||
| Proposed Dividend per Share | 0,1200 | 0,0000 | ||
| Depreciation | 5,632,794 | 4,710,080 | ||
| Earnings before Interest and Tax | 6,472,999 | 5,345,526 | ||
| Earnings before Interest, Tax, Depreciation and Amortization | 12,105,793 | 10,055,606 |
| Share Capital | Share Premium | Statutory Reserves | Extraordinary Reserves | Non Taxable Reserves | Resereve for Entity’s Own Shares | Reserves from the Revaluation of Assets | Reserves from Foreign Exchange Differences | Other Reserves | Profit/(Loss ) for the period after taxes | Equity before non-controlling interest | Non- controlling Interest | Equity after non-controlling interest | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1st 2022 | 16,093,063 | 31,602,358 | 2,076,406 | 103,990 | 3,420,457 | 0 | 6,002,145 | 1,061,889 | 7,651,779 | 25,168,664 | 93,180,751 | 488 | 93,181,239 |
| Profits/(Losses) for the Period after Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1,842,358 | 1,842,358 | (97) | 1,842,261 |
| Actuarial Profits/(Losses) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 36,950 | 36,950 | 0 | 36,950 |
| Profit/(Losses from revaluation of Property | 0 | 0 | 0 | 0 | 0 | 0 | 3,802,790 | 0 | 0 | 0 | 3,802,790 | 0 | 3,802,790 |
| Net Revenue/Expenses directly recognized in Equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,225,146) | (1,225,146) | 0 | (1,225,146) |
| Share Capital Increase | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Return of Capital to shareholders | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Sales/(Purchases) of Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Change in Reserves | 0 | 0 | 70,518 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Minorities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 1 | 1 |
| Other movements | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (91,070) | (91,070) | 0 | (91,070) |
| Net Position at December 31st 2022 | 16,093,063 | 31,602,358 | 2,146,924 | 103,990 | 3,420,457 | 0 | 9,804,935 | 1,061,889 | 7,651,779 | 25,661,238 | 97,546,633 | 392 | 97,547,025 |
| Balance at January 1st 2023 | 16,093,063 | 31,602,358 | 2,146,924 | 103,990 | 3,420,457 | 0 | 9,804,935 | 1,061,889 | 7,651,779 | 25,661,238 | 97,546,633 | 392 | 97,547,025 |
| Profits/(Losses) for the Period after Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 6,264,026 | 6,264,026 | (1,618) | 6,262,408 |
| Actuarial Profits/(Losses) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (8,278) | (8,278) | 0 | (8,278) |
| Profit/(Losses from revaluation of Property | 0 | 0 | 0 | 0 | 0 | 0 | 1,109,136 | 0 | 0 | 0 | 1,109,136 | 0 | 1,109,136 |
| Net Revenue/Expenses directly recognized in Equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (219,167) | (219,167) | 0 | (219,167) |
| Share Capital Increase | 2,054,433 | (2,054,433) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Return of Capital to shareholders | (2,054,433) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (2,054,433) | 0 | (2,054,433) |
| Sales/(Purchases) of Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Change in Reserves | 0 | 0 | 94,061 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Minorities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 66,813 | 66,813 | 24,480 | 91,293 |
| Other movements | 0 | 0 | 0 | 0 | (212,171) | 0 | 0 | 0 | 0 | 212,171 | 0 | 0 | 0 |
| Net Position at December 31st 2023 | 16,093,063 | 29,547,925 | 2,240,985 | 103,990 | 3,208,286 | 0 | 10,914,071 | 1,061,889 | 7,651,779 | 31,882,742 | 102,704,730 | 23,254 | 102,727,984 |
| Share Capital | Share Premium | Statutory Reserves | Extraordinary Reserves | Non Taxable Reserves | Resereve for Entity’s Own Shares | Reserves from the Revaluation of Assets | Other Reserves | Profit/(Loss) for the period after taxes | Total | Total Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at January 1st 2022 | 16,093,063 | 31,602,358 | 1,973,663 | 103,990 | 3,208,286 | 0 | 4,939,938 | 6,592,716 | 29,725,273 | 94,239,287 | 94,239,287 |
| Profits/(Losses) for the Period after Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 561,405 | 561,405 | 561,405 |
| Net Income/Expenses directly recognized in Equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Actuarial Profits/(Losses) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 32,812 | 32,812 | 32,812 |
| Profit/(Losses from revaluation of Property | 0 | 0 | 0 | 0 | 0 | 0 | 3,802,790 | 0 | 0 | 3,802,790 | 3,802,790 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,225,146) | (1,225,146) | (1,225,146) |
| Share Capital Increase | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Return of Capital to shareholders | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Sales/(Purchases) of Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Capital Amount Returned relating to Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Change in Reserves | 0 | 0 | 70,518 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other movements | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (91,069) | (91,069) | (91,069) |
| Net Position at December 31st 2022 | 16,093,063 | 31,602,358 | 2,044,181 | 103,990 | 3,208,286 | 0 | 8,742,728 | 6,592,716 | 28,932,757 | 97,320,079 | 97,320,079 |
| Balance at January 1st 2023 | 16,093,063 | 31,602,358 | 2,044,181 | 103,990 | 3,208,286 | 0 | 8,742,728 | 6,592,716 | 28,932,757 | 97,320,079 | 97,320,079 |
| Profits/(Losses) for the Period after Taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 6,084,182 | 6,084,182 | 6,084,182 |
| Net Income/Expenses directly recognized in Equity | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Actuarial Profits/(Losses) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (7,256) | (7,256) | (7,256) |
| Profit/(Losses from revaluation of Property | 0 | 0 | 0 | 0 | 0 | 0 | 1,109,136 | 0 | 0 | 1,109,136 | 1,109,136 |
| Dividends | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (219,167) | (219,167) | (219,167) |
| Share Capital Increase | 2,054,433 | (2,054,433) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Return of Capital to shareholders | (2,054,433) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (2,054,433) | (2,054,433) |
| Sales/(Purchases) of Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Capital Amount Returned relating to Own Shares | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Change in Reserves | 0 | 0 | 94,061 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other movements | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Net Position at December 31st 2023 | 16,093,063 | 29,547,925 | 2,138,242 | 103,990 | 3,208,286 | 0 | 9,851,864 | 6,592,716 | 34,696,455 | 102,232,541 | 102,232,541 |
| GROUP | COMPANY |
|---|---|
| 31.12.2023 | 31.12.2022 |
| Cash Flow from Operating Activities | |
| Profit/(Loss) before Tax | 8,305,531 |
| Profit/(Loss) Before Tax (Discontinued Operations) | |
| Adjustments for : | |
| Depreciation | 6,342,752 |
| Provisions | 507,945 |
| Profit/(Loss) from Sale of Property ,Plant & Equipment and Intangible Assets | 181,662 |
| Interest Expenses | 5,206,439 |
| Interest Income | (7,550,276) |
| Adjustments for change in Workings Capital or relating Operating Activities: | |
| (Increase)/Decrease in Inventories | 14,799,922 |
| (Increase)/Decrease in Receivables | 2,326,109 |
| (Decrease)/Increase in Payables (Excluding Loans) | (13,351,175) |
| Less: Interest paid & Related Expenses | (4,163,339) |
| Tax paid | (1,142,142) |
| Net Cash from Operating Activities (a) | 11,463,428 |
| Cash Flow from Investing Activities | |
| Acquisition of Associates, Jvs and Other Investments | 0 |
| Proceeds/(Payments) from disposal/(purchase) of investment securities | (200,000) |
| Purchase of Tangible and Intangible Assets | (3,315,140) |
| Proceeds from Disposal of Tangible and Intangible Assets | 107,883 |
| Interest Received | 7,671,501 |
| Net Cash from Investing Activities (b) | 4,264,244 |
| Cash Flow from Financing Activities | |
| Proceeds /(Payments) from Increase/Decrease of Share Capital | (2,030,433) |
| Proceeds from Bank Borrowings | 24,974,031 |
| Payment of Bank Borrowings | (40,105,809) |
| Payment of Lease Liabilities | (445,198) |
The Company LOULIS FOOD INGREDIENTS S.A., (hereinafter referred to as "Company" or "Parent") is a Greek Societe Anonyme listed in the Athens Stock Exchange and is subject to the Codified Law 2190/1920. Founded on February 22, 1927 and is registered in the General Registry of Commerce No. 50675444000 (ex RN 10344/06 / B / 86/131). The Company’s head office is located at Municipality of Almiros, Municipal District Sourpi, Magnesia (Loulis Port), and the web address is: www.loulis.com where the Company’s and the Group’s interim and annual financial statements are published as well as the annual financial statements of its non-listed subsidiaries are available.
The Company’s objectives are to :
a) Operate a Flour Mill and generally to carry out industrial and commercial business regarding the flour industry, cereals, the production of animal feed, agricultural products and food products in general, as well as agricultural supplies, fertilisers, etc.
b) Produce, purchase and resale, import, export and general handling and trade cereal products or other land products, agricultural products in general, and food and agricultural supplies, fertilizers, etc.
The Group’s companies, their addresses and participation percentages as included in the consolidated financial statements, are the following:
| Name | Head Office | %participation of the parent | Basics for the Consolidation method | Tax fiscal years |
|---|---|---|---|---|
| LOULIS FOOD INGREDIENTS SA | Greece | - | Parent | 2023 |
| KENFOOD SA | Greece | 99,996% | Direct Full | 2023 |
| LOULIS LOGISTICS SERVICES SA | Greece | 99,677% | Direct Full | 2018 – 2023 |
| LEP ENERGY COMMUNITY COOPERATIVE SOCIETY WITH LIMITED LIABILITY | Greece | 20,000% | Direct Full | 2022 – 2023 |
| LOULIS INTERNATIONAL FOODS ENTERPRISES LTD | Cyprus | 100,000% | Direct Full | 2018 – 2023 |
| LOULIS MEL-BULGARIA EAD | Bulgaria | 100,000% | Indirect Full | 2018 – 2023 |
On December 15, 2022 the Articles of Association dated 30.11.2022 of energy community incorporation has been registered to the General Commercial Registry by which the subsidiary under the name “LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY” has been set up. The parent Company “LOULIS FOOD INGREDIENTS SA” holds 20,00% of the subsidiary and initial share capital € 60.000. The subsidiaries “KENFOOD SA” and “LOULIS LOGISTICS SERVICES SA” each hold 20,00% of the newly established subsidiary. Energy Community is a civil law non-profit association of sole purpose mainly engaged in the production, distribution and trade of electric power from renewable energy plants. On March 8, 2023 the payment of the initial capital of € 60.000,00 by the founding members has been verified.
On May 31 st 2023 the Annual General Meeting of the Shareholders of the Group’s subsidiary “GREEK BAKING SCHOOL SA” convened and decided the liquidation and dissolution of that company due to its inactivity within the last years and its accumulated loss. On October 4 th 2023, the Minutes of the General Meeting of that subsidiary, with date September 29, 2023, and which approved the final liquidation-end balance sheet with date September 29, 2023 have been submitted to the General Commercial Registry (G.E.MI.) with registration number 3792528. Therefore, the Group’s subsidiary “GREEK BAKING SCHOOL SA” has been removed from the General Commercial Registry (G.E.MI.). The total effect from the subsidiary’s removal on the “Statement of Comprehensive Income” (Consolidated and Separate) amounts to loss € 74.775,00 which breaks down as follows:
a) Loss € 157.135,00 resulting from the participation’s removal as included in the item “Extraordinary and non-operating expenses” (Note 7.26) and
b) income € 82.360,00 resulting from impairment reversal from previous years due to participation’s removal as included in the item “Income from Prior Period Provisions” (Note 7.23).
On October 13, 2023 the BoD of the parent Company LOULIS FOOD INGREDIENTS SA and on October 16, 2023 the Extraordinary General Meeting of the Group’s subsidiary KENFOOD SA respectively approved the share capital increase of the Group’s subsidiary KENFOOD SA by an amount of € 5.016.000,00. On November 8, 2023 the payment of the amount of the share capital increase € 5.016.000 has been verified, paid in whole by the parent Company LOULIS FOOD INGREDIENTS SA.
The financial statements of LOULIS FOOD INGREDIENTS S.A. are in accordance with the International Accounting Standards (IAS)/International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB) and have been adopted by the European Union.
The Company’s Financial Statements have been prepared on the basis of going concern and in accordance with the ‘historic cost’ principle except of some assets and liabilities which, according to the requirements of IFRS, are valuated at fair value.
The current consolidated financial statements include the financial statements of LOULIS FOOD INGREDIENTS SA and the Company’s subsidiaries (Group) and refer to the period from January 1st, 2023 to December 31st, 2023.
The financial statements of the Group and the Company are presented in euro which is the operating currency of both the Group and the Company.
The significant accounting policies applied in the preparation of the Financial Statements of the Group and the Company are referred to note 6.8 “Accounting Principles Applied” . The policies are applied with consistency for all the periods except of some cases for which a relative disclosure is made.
The preparation of the financial statements requires the use of significant estimates and assumptions, as well as management’s judgment in the application of accounting policies. The areas where required significant assumptions and estimations were used are referred to note 6.9 “Significant Estimates of the Management”.
| Title | Applied in annual accounting periods beginning on |
|---|---|
| IFRS 17 Insurance Contracts | 1 January 2023 |
| Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements) | 1 January 2023 |
| Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors) | 1 January 2023 |
| Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes) | 1 January 2023 |
| International Tax Reform – Pillar Two Model Rules (Amendment to IAS 12 Income Taxes) | 1 January 2023 (effective immediately upon the issue of the amendments and retrospectively) |
These amendments to various IFRS Accounting Standards are mandatorily effective for reporting periods beginning on or after 1 January 2023. See the applicable notes for further details on how the amendments affected the Company and the Group.
IFRS 17 was issued by the IASB in 2017 and replaces IFRS 4 for annual reporting period beginning on or after 1 January 2023. IFRS 17 introduces an internationally consistent approach to the accounting for insurance contracts. Prior to IFRS 17, significant diversity has existed worldwide relating to the accounting for and disclosure of insurance contracts, with IFRS 4 permitting many previous accounting approaches to be followed. Since IFRS 17 applies to all insurance contracts issued by an entity (with limited scope exclusions), its adoption may have an effect on non-insurers such as A Layout Group. The Company and the Group carried out an assessment of its contracts and operations and concluded that the adoption of IFRS 17 has had no effect on the annual consolidated financial statements of the Group and the Company.
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2. The amendments aim to make accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’. The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring disclosure. These amendments have no effect on the measurement or presentation of any items in the financial statements of the Group and the Company but affect the disclosure of their accounting policies.# Definition of Accounting Estimates (Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors)
The amendments to IAS 8, which added the definition of accounting estimates, clarify that the effects of a change in an input or measurement technique are changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between changes in accounting estimate, changes in accounting policy and prior period errors. These amendments had no effect on the financial statements of the Group and the Company.
In May 2021, the IASB issued amendments to IAS 12, which clarify whether the initial recognition exemption applies to certain transactions that result in both an asset and a liability being recognised simultaneously (e.g. a lease in the scope of IFRS 16). The amendments introduce an additional criterion for the initial recognition exemption, whereby the exemption does not apply to the initial recognition of an asset or liability which at the time of the transaction, gives rise to equal taxable and deductible temporary differences. These amendments had no effect on the annual consolidated financial statements of the Group and the Company.
In December 2021, the Organisation for Economic Co-operation and Development (OECD) released a draft legislative framework for a global minimum tax that is expected to be used by individual jurisdictions. The goal of the framework is to reduce the shifting of profit from one jurisdiction to another in order to reduce global tax obligations in corporate structures. In March 2022, the OECD released detailed technical guidance on Pillar Two of the rules. Stakeholders raised concerns with the IASB about the potential implications on income tax accounting, especially accounting for deferred taxes, arising from the Pillar Two model rules. The IASB issued the final Amendments (the Amendments) International Tax Reform – Pillar Two Model Rules, in response to stakeholder concerns on 23 May 2023.
The Amendments introduce a mandatory exception to entities from the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two model rules. The exception is effective immediately and retrospectively. The Amendments also provide for additional disclosure requirements with respect to an entity’s exposure to Pillar Two income taxes. Management has determined that the Group and the Company are not within the scope of OECD’s Pillar Two Model Rules and the exception to the recognition and disclosure of information about deferred tax assets and liabilities related to Pillar Two income taxes is not applicable to the Group and the Company.
| Title | Effective Date |
|---|---|
| Liability in a Sale and Leaseback (Amendments to IFRS 16 Leases) | 1 January 2024 |
| Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) | 1 January 2024 |
| Non-current Liabilities with Covenants (Amendments to IAS 1) | 1 January 2024 |
| Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) | 1 January 2024 |
| Lack of Exchangeability (Amendments to IAS 21) | 1 January 2025 |
The Group and the Company are currently assessing the impact of these new accounting standards and amendments. The Group and the Company do not expect any other standards issued by the IASB, but are yet to be effective, to have a material impact on the Group and the Company.
The Group consistently applies the following accounting principles in the preparation of the attached Financial Statements:
The Group’s subsidiaries are legal entities on which the Group has the ability to set the operational and financial policies, by participating directly or indirectly in their share capital with a voting right over 50%. Subsidiaries are fully consolidated from the date that control is transferred to the Group and cease to be consolidated from the date that this control no longer exists. The accounting method of the acquisition is used for the accounting entries of the subsidiaries’ acquisition by the Group. The acquisition cost is calculated as the sum of the present value of the acquired assets, the issued shares and the existing or undertaken liabilities plus any costs that are directly related to the acquisition, during the transaction date. The acquired assets, liabilities and contingent liabilities are initially measured at their present value upon the cost acquisition date and the present value of the acquired subsidiary’s equity. The intragroup transactions, the account balances and the profits realised that arose from transactions between the companies of the Group are deleted. The losses realised are deleted but are considered as an impairment indicator for the transferred asset.
The Financial Statements of the Group’s subsidiaries are presented in the local currency of the country where they operate. The consolidated Financial Statements are presented in euro, which is the operating currency and reference currency for the Company and the Group.
Transactions in foreign currency are translated to the operating currency using exchange rates in effect during the date of the transactions. Profit and losses from foreign exchange difference, which arise from the settlement of such transactions during the period and from the conversion of monetary items expressed in foreign currency are registered in the results.
The operating results and the equity of all companies of the Group (excluding those companies operating in hyper inflationary economies) of which operating currency is different than the reference currency of the Group, are translated into the reference currency of the Group as follows:
Goodwill arisen from merge/acquisition of companies initially is recognized at cost which is the excess amount of the merge cost, over the Group’s proportion in the fair value of the acquired net assets. Following the initial recognition, goodwill is measured at cost less any accumulated impairment loss. The Group conducts impairment tests annually. Impairment loss recorded for goodwill is not reversible in subsequent periods.
Intangible assets acquired separately are presented at historical cost. Intangible assets acquired as part of business combinations are recognized at their fair value at the acquisition date. After initial recognition, intangible assets are measured at historical cost less accumulated depreciation and accumulated impairment losses. Internally generated intangible assets, other than capitalized development costs, are not capitalized and expenses are recognized in the income statement in the period in which they are incurred. Software programs and the relative licenses that are separately acquired are capitalized on the basis of the costs incurred for the acquisition and installation of that software when they are expected to generate financial benefits for the Group beyond an economic year. Expenditure incurred for the maintenance of software programs is recognized as an expense when incurred.
Land-plots and buildings that mainly consist of industrial sites are presented in the financial statements at fair value, based on the evaluation of external independent expert, minus the subsequent accumulated depreciation amount. Depreciation of tangible fixed assets is calculated on a straight-line basis in order to allocate the cost or the fair value of the asset onto their estimated useful lives. The useful economic lives are as follows:
| Asset Type | Years |
|---|---|
| Buildings | 25-40 |
| Facilities and machinery | 20-35 |
| Vehicles | 5–9 |
| Furniture and Other Equipment | 1-10 |
The residual values and useful lives are subject to reassessment at each Balance Sheet date, if necessary. Expenses for repairs and maintenance for the fixed assets are charged to the income account statement within the period incurred. The cost of significant renovations and other subsequent expenses is included in the value of the fixed asset if the possible future financial benefits that shall arise for the Group are higher than those originally expected regarding the initial performance of that fixed asset. Significant renovations are depreciated during the remaining useful life of the relevant fixed asset. Profit and loss from fixed assets disposals are determined by comparing the cash collections with the book value and is charged in the P&L account.
Investment Property is held to generate rental income or profit from their resale. Property used for the operating activities of the Group is not considered to be investment property but operating property. This is also the criteria that differentiates investment property from operating property.# 6.8.7 Inventory
Inventories are valuated at the lowest price between acquisition cost and net realizable value. The cost of inventories is defined using the weighted average method. The cost price of finished products and semi-finished inventories includes raw materials, direct labour costs, as well as direct expenses and other general expenses related to the production excluding the borrowing cost. Net realizable value is the estimated sale price, during the normal course of the company’s activities, minus the estimated cost necessary for the sale.
Financial assets are classified at initial recognition and subsequently measured at amortized cost, at fair value through other comprehensive income and fair value through profit or loss. The classification of financial assets at initial recognition depends on the contractual characteristics of the cash flows of the financial asset and the business model of the Group for their management. With the exception of trade receivables that do not contain a significant financial component, the Group initially measure financial assets at their fair value plus, in the case of a financial asset not valued through profit or loss, transaction costs. Receivables from customers that do not have a significant financial component are valued at the transaction price determined in accordance with IFRS 15. In order for a financial asset to be classified and measured at amortized cost or at fair value through total income, cash flows that are "exclusive capital and interest payments (SPPIs)" of the original capital must be obtained. The Group's business model for managing financial assets refers to the way in which it manages its financial capabilities to generate cash flows. The business model determines whether cash flows arise from the collection of contractual cash flows, the sale of financial assets, or both. The purchase or sale of financial assets that require the delivery of assets within a timeframe specified by a regulation or a contract on the market is recognized on the trade date meaning on the date on which the Group commits to purchase or sell the asset. For the purpose of subsequent measurement, financial assets are classified in the following categories:
(a) Financial assets measured at fair value through profit or loss
Financial assets valued at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets that are required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in the near future. Derivatives, including embedded derivatives, are also classified as held for trading, unless defined as effective hedging instruments. Financial assets with cash flows that are not only capital and interest payments are classified and measured at fair value through profit or loss, irrespective of the business model.
(b) Financial assets at amortized cost
The Group measureσ financial assets at amortized cost if both of the following conditions are met: (a) the financial asset is retained in a business model in order to hold financial assets for the collection of contractual cash flows; and (b) the contractual clauses of the financial asset generate cash flows on specific dates that consist only of capital and interest payments on the balance of the original capital. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
(c) Financial assets classified at fair value through total income
Upon initial recognition, the Company and the Group may choose to irrevocably classify its equity investments as equity instruments at fair value through total income when they meet the definition of equity in accordance with IAS 32 Financial Instruments: Presentation and not held for trading purposes. Classification is determined by financial instrument. Profits and losses from these financial assets are never recycled to profits or losses. Dividends are recognized in the income statement when the payment entitlement has been established, unless the Group benefits from such income as a recovery of part of the cost of the financial asset, so that the gains are recognized in the statement of comprehensive income. Equity instruments measured at fair value through total income are not subject to an impairment test.
A financial asset is derecognized primarily when:
When the Group has transferred the rights to receive cash flows from an asset or have entered into a transfer agreement, the Group assess whether and to what extent they own the risks and rewards of ownership. When the Group has not transferred or hold substantially all the risks and rewards of the asset and have not transferred ownership of the asset, they continue to recognize the transferred asset to the extent of its continued involvement. In this case, the Group also recognizes any relevant obligation. The transferred asset and the related liability are valued on the basis of the rights and obligations that the Group hold. Further disclosures about impairment of financial assets are also provided in the following notes:
Receivables from customers are recognized when there is an unconditional right to receive the consideration for the client's contractual obligations to the entity. A contract asset is recognized when the Group has satisfied its obligations to the customer before the customer pays or before the payment is due, for example when the goods or services are transferred to the customer prior to the Group’s right to issue an invoice. Receivables from customers on credit are initially recognized at their fair value, which corresponds to the nominal value, net of impairment losses. Regarding non-doubtful trade receivables, the Group applies the simplified approach of IFRS 9 and calculates the expected credit losses over the life of the receivables. For this purpose, the Group uses a maturity forecast table based on the historical data for credit losses, adjusted for future factors in relation to borrowers and the economic environment. The bad debts are evaluated one by one for the calculation of the relevant provision. The amount of the provision is recognized in the statement of comprehensive income.
For the purpose of the cash flow statement, cash and cash equivalents consist of cash in hand and deposits in the bank net of bank overdrafts. In the balance sheet, bank overdrafts are included in the borrowings and in particular within the short-term liabilities.
Expenses incurred for the issuance of shares are presented after the deduction of the relevant income tax decreasing the product of the issuance. Expenses related to the issuance of shares for the acquisition of companies are included in the cost of acquisition of the acquired entities.
Loans are recognized at the initial granted amount net of any financial cost. Any difference arisen between the received amount (net of relevant expenses) and the repayment value is recognized in the results during the borrowing term according to the actual interest rate method.
Leases are recognized in the Statement of Financial Position as a right to use an asset and a lease obligation on the date that the leased asset becomes available for use except for:
The lease liabilities are initially measured at the present value of leases which were not paid at the commencement of lease. They are discounted with the implied lease rate or, if this particular rate cannot be determined from the agreement, via the interbank rate (IBR). The latter is defined as the cost which the lessor would have to pay in order to borrow the necessary capital and then purchase an asset of similar value with the leased asset in a similar financial environment and with similar terms and conditions. The lease liabilities include the net present value of the following:
The utilization rights relating to assets are initially being measured at cost and then are reduced by the amount of the cumulative amortization and impairment.Finally, they are adjusted after certain re-measurements of the respective lease liability take place. The initial measurement of the utilization rights for assets consists of the following: • The amount of the initial measurement of the lease liability • The payment of leases that occurred at the opening date or prior to this, reduced by the amount of the offered discounts or other values • The initial expenses which are directly linked to the lease payment • The recovery costs Each lease payment is allocated between the lease liability and the interest expense, which is charged against results throughout the entire leasing period, so that a fixed interest rate is achieved with regard to the balance of the financial liability in each period. The utilization right relating to an asset is amortized at the shortest period between the economic life of the asset and the term of its leasing, based on the straight line method.
89 Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease.
Short-term benefits: Short-term benefits to personnel (excluding termination benefits) in money and in kind are recognized as an expense when deemed payable.
Retirement benefits: Post-employment benefits include lump sum indemnities, pensions or other benefits which the company offers after the termination of employment to the employees as acknowledgement of their services. Thus, they include both defined contribution schemes as well as defined benefits schemes. The accrued cost of the defined contributions scheme is registered as an expense in the relative period. Post-employment benefits, adopted by the Group, are partly funded through payments to insurance companies or state social insurance institutions.
Defined benefits plans are relating to contributions to Insurance Carriers (e.g. Social Security), so the Group does not have any legal obligation in the event that the State Fund is unable to pay a pension to the insured. The employer’s obligation is limited to the payment of employer contributions to the insurance companies or state social insurance institutions. The payable contribution from the Group to a defined contribution scheme, is recognized as liability, after deduction of the paid contribution whereas accrued contributions are recognized as an expense in the financial results.
According to L.2112/2020 and 4093/2012 the Group is obliged to compensate it’s employees in case of retirement or dismissal. The amount of the compensation paid depends on the years of service, the level of wages and the removal from service (dismissal or retirement). The entitlement to participate in these programs is based on the last 16 years of service of the employee until retirement following the scale of Law 4093/2012. The liability that is reported in the Statement of Financial Position is the present value of the liability for the defined benefit with the deduction of the fair value plan assets (reserve of payments to the insurance company) and the resulting change from any actuarial gain or losses and the past service cost. The commitment of the defined benefit is calculated annually by an independent actuary with the use of the Projected Unit Credit Method. Based on of the Projected Unit Credit Method the cost of retirement benefit is calculated as the actuarial present value at the valuation date that the employee shall receive based on the projected benefit and years of past service to the company until that date. The benefit is calculated on the basis of projected salary at the age of retirement. A defined benefit plan defines particular obligations for benefits based on various assumptions such as age, years of past service and wage. The provisions for the period are included in personnel cost (consolidated and company’s financial statements) and consist of current and past service cost, the relative financial cost, actuarial gains or losses and any possible additional charges.
Regarding unrecognized actuarial gains or losses the revised IAS 19R is followed, which includes a number of changes in accounting for defined benefit plans, including:
* The recognition of actuarial gains/losses in other comprehensive income and permanent exclusion from the year’s income statement
* The expected returns on investment of the program of each period is not recognized according to the expected returns but it is recognized the interest on net liability / (asset) according to the discount rate used to measure the defined benefit obligation
* The recognition of past service cost in the financial results of the year at the earlier of the following dates: (a) when the plan amendment occurs or (b) when the entity recognizes related restructuring costs or termination benefits
* Other changes include new disclosures as quantitative sensitivity analysis.
The Group recognizes state grants that cumulatively meet the following criteria: (a) there is presumed certainty that the company has complied or will comply with the grant terms and (b) it is probable that the amount of the grant will be recovered. They are recorded at fair value and are recognized in a systematic way in the revenue, based on the principle of the correlation of the grants with the corresponding costs they are subsidizing. Grants relating to assets
90 are included in long-term liabilities as deferred income (deferred income) and are recognized as revenue over the useful life of the fixed asset.
Under IFRS 15, revenue is recognized in the amount that the group expects to be entitled to in exchange for the transfer of the goods or services to a customer. The standard also defines the accounting for the additional costs of taking out a contract and the direct costs required to complete the contract. Revenue is defined as the amount that an entity expects to be entitled to receive in exchange for the goods or services it has transferred to a client, except for amounts collected on behalf of third parties (value added tax, other sales tax). Variable amounts are included in the consideration and are calculated using either the "expected value" method or the "most likely amount" method An economic entity recognizes revenue when (or as it) meets the obligation to execute a contract by transferring the goods or services promised to the customer. The customer acquires control of the good or service if the customer is able to direct the use and derive virtually all the economic benefits from that good or service. Control is passed over a period or at a specific time. Revenue from the sale of goods is recognized when the control of the good is transferred to the customer, usually upon delivery, and there is no unfulfilled obligation that could affect the acceptance of the good by the customer. The customer receivable is recognized when there is an unconditional right for the entity to receive the consideration for the contractual obligations performed to the customer. A contract asset is recognized when the Company and the Group have satisfied their obligations to the customer before the customer pays or before the payment is due, for example when the goods or services are transferred to the customer prior to the Company's right and Group to issue an invoice The contractual obligation is recognized when the Company and the Group receive a consideration from the client (prepayment) or when it retains the right to a price that is unconditional (deferred income) before performing the obligations of the contract and the transfer of the goods or services. The contractual obligation is de-recognized when the contractual obligations are executed and the income is recorded in the income statement.
Classification of revenue is as follows:
* Sales of goods. Sales of goods are recognized when the Group delivers the property and risks associated with the ownership of the goods to the customers, the goods are accepted by them and the collection of the receivable is reasonably assured.
* Interest Income. Interest Income is recognized on a time proportion basis using the effective interest rate.
* Rental Income. Receivables from rentals are recognized in the income statement on the basis of the rental amount corresponding to the period under review.
* Income from Dividends. Dividends are recognized as income when the right to receive the dividend is established.
The income tax of the Group’s subsidiaries and associates is calculated in accordance with the relevant legislation applied at the Balance Sheet date within the countries they operate and the taxable income arises. The Management periodically examines the tax calculations and, in cases where the relevant tax legislation is subject to different interpretations, forms a relevant provision for the additional amount expected to be paid to the local tax authorities.
Deferred income tax is determined using the liability method that results from the temporary differences between the carrying amount and the tax base of assets and liabilities. Deferred income tax is not calculated if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, when the transaction took place, did not affect either the accounting or tax profit or loss. Deferred tax is determined using the tax rates that are expected to apply during the period in which the receivable or liability will be settled, taking into account the tax rates (and tax laws) that have been applied at the balance sheet date Deferred tax assets are recognized to the extent that a future taxable profit is to arise for the use of the temporary difference that creates the deferred tax asset.# 6.8.17 Deferred Income Tax
Deferred income tax is recognized for the temporary differences arising from investments in subsidiaries and associates, unless the reversal of temporary differences is controlled by the Group and it is probable that temporary differences will not reverse in the near future.
Provisions are booked when the Group has a present, legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably measured. Contingent liabilities are not recorded in the financial statements but are disclosed.
Dividend distribution to shareholders of the parent from the period’s profit, are recognized as a liability in the consolidated Financial Statements on the date when the distribution is approved by the General Shareholders’ Meeting.
Related party disclosures are covered by IAS 24 which refers to transactions of an entity that prepares Financial Statements with its related parties. Its primary element is the economic substance and not the legal type of the transactions.
The preparation of the financial statements requires estimates and assumptions made by Management that affect the disclosures in the Financial Statements. Management continuously assesses these estimates and assumptions. Estimates and judgments are continuously evaluated and are based on empirical data and other factors, including expectations for future events that are expected under reasonable conditions. Estimates and assumptions are the basis for making decisions about the carrying amounts of assets and liabilities that are not readily available from other sources. The resulting accounting estimates, by definition, will rarely match exactly with the corresponding actual results. Estimates and assumptions that entail a material risk of causing material changes in the amounts of receivables and payables in the following year are set out below.
The Group assesses whether there is impairment of goodwill at least on an annual basis. Therefore, it is necessary to estimate the value in use of each cash-generating unit to which goodwill has been allocated. Estimated value in use requires the Group to estimate the future cash flows of the cash-generating units and to select the appropriate discount rate, based on which the present value of the future cash flows will be determined.
Tangible assets are depreciated over their estimated useful lives. The actual useful life of fixed assets is valued on an annual basis and may vary due to various factors.
Some of the assets and liabilities that are included in the Financial Statements of the Group require their measurement at fair value, and/or the publication of this fair value. The Group measures the Tangible Fixed Assets and Real Estate to be invested at fair value. The fair value is determined by approved appraiser. These estimates are also being re-evaluated shortly due to the pandemic crisis.
The main assumptions of the Group regarding right of use assets concern the identification of lease agreements within certain transactions, the terms of lease-contract renewal and the determination of the discount rate.
The Group tests the value of investments in subsidiaries for impairment when facts or conditions make the possibility for impairment more likely. The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. For calculating the value-in-use, the estimated cash flows are discounted to their present value using a discount rate. For determining the estimated cash flows, Management’s estimations regarding the level of future profitability and assessment of current market conditions are used. The main assumptions used relate to the following factors: discount rate, sales figures of the next five years, gross margin and growth rate after 5 yrars. The above calculations require the use of estimates.
For the calculation of the net realizable value the management makes the necessary estimates including the maturity of inventories, their movement through use as well as future selling plans. The management makes estimates for the calculation of any provision for impairment of inventories at each reporting date.
The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses, according to which the provision for impairment is always measured at the amount of the expected credit losses over the life of the receivables from customers. At each balance sheet date, the historical percentages used and the estimates of the future financial situation are updated. The correlation between the historical data, the future financial situation and the expected credit losses includes significant estimates. The amount of expected credit losses depends to a large extent on the changes in the conditions and forecasts of the future financial situation.
The valuation of derivative financial instruments is based on market positions at the balance sheet date. The value of the derivatives changes on a daily basis and the actuarial amounts may differ significantly from their value at the balance sheet date.
Liabilities for employees’ compensation are calculated using actuarial methods that require Management to assess specific criteria such as future employee salary increases, the discount rate for these liabilities, employee retirement rates, etc. Management tries at each reporting date when this provision is revised, to assess the criteria as effectively as possible.
Management's significant estimates are required to determine the amount of deferred tax liability that may be recognized based on the probable period and amount of future taxable profits combined with the entity's tax planning.
Group’s companies are subject to different income tax laws. In determining the Group's income tax estimation, a significant subjective judgment is required. During the normal course of business, many transactions and calculations are made for which the exact tax calculation is uncertain. In the case that the final taxes arising after the tax audits are different from the amounts initially recorded, such differences will affect income tax and deferred tax provisions in the period that the determination of tax differences has occurred.
The existence of contingent liabilities requires the Management to continuously make assumptions and judgments regarding the probability that future events will occur or not, and the effect that these events may have on the Group's operation.
The use of the weighted average number of shares represents the likelihood of changing the amount of the share capital during the year due to the larger or smaller number of shares that remain in circulation at each time. Judgment is required to determine the number of shares and the time of their issuance. The calculation of the weighted average number of shares affects the calculation of basic and adjusted earnings per share.
The Group's revenues and results are distributed by geographical region depending on the country where the head-offices of the Group's companies are located, as follows:
| Greece 2023 | Greece 2022 | Cyprus 2023 | Cyprus 2022 | Bulgaria 2023 | Bulgaria 2022 | Consolidation deletions 2023 | Consolidation deletions 2022 | Group 2023 | Group 2022 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 191,250,905 | 186,427,168 | 0 | 0 | 17,860,918 | 20,618,786 | (6,366,057) | (9,137,754) | 202,745,766 | 197,908,200 |
| Gross Profit | 27,010,102 | 24,448,270 | 0 | 0 | 3,103,330 | 3,512,886 | 0 | (20,000) | 30,113,432 | 27,941,156 |
| Earnings before Interest, Tax, Depreciation and Amortization | 12,634,383 | 10,093,189 | 0 | 0 | 1,509,422 | 2,060,079 | 0 | 0 | 14,143,805 | 12,153,268 |
| Profits before Tax | 7,595,086 | 962,079 | 0 | 0 | 710,445 | 1,473,642 | 0 | 0 | 8,305,531 | 2,435,721 |
| Fixed Assets | 97,329,968 | 97,562,414 | 0 | 0 | 11,445,296 | 11,929,519 | (2,317,902) | (1,829,665) | 106,457,362 | 107,662,268 |
| Other Assets | 106,011,402 | 121,492,264 | 0 | 0 | 8,278,805 | 11,769,154 | (17,548,022) | (18,055,223) | 96,742,185 | 115,206,195 |
| TOTAL ASSETS | 203,341,370 | 219,054,678 | 0 | 0 | 19,724,101 | 23,698,673 | (19,865,924) | (19,884,888) | 203,199,547 | 222,868,463 |
| Equity | 109,842,326 | 100,336,704 | 0 | 0 | 12,036,916 | 11,384,354 | (19,151,258) | (14,174,033) | 102,727,984 | 97,547,025 |
| Liabilities & Other Liabilities | 93,499,044 | 118,717,974 | 0 | 0 | 7,687,185 | 12,314,319 | (714,666) | (5,710,855) | 100,471,563 | 125,321,438 |
| TOTAL EQUITY & LIABILITIES | 203,341,370 | 219,054,678 | 0 | 0 | 19,724,101 | 23,698,673 | (19,865,924) | (19,884,888) | 203,199,547 | 222,868,463 |
The Group divides its operations into three main segments based on product category: a) Professional Flour Mill Products, b) Consumer products & Bakery and Pastry Mixtures, c) Mixtures & Raw Material for Bakery & Pastry. More specifically:
a) “Professional Flour Mill Products” include Flour, Semolina and Flour By-products and are available in bulk and professional packaging. They are addressed to food industries, bakers and breeders for professional use.
b) “Consumer products of Flour Mill & Bakery and Pastry Mixtures” include Flour, Semolina and Mixtures for Bakery and Pastry and are available in packages up to 5kg. They are addressed to consumers for domestic use.
c) “Mixtures & Raw Materials for Bakery and Pastry” are available in professional packaging and are addressed to food industries, food crafts and bakers for professional use.Management monitors all sales, operating results and profit / (loss) before tax separately in respect of making decisions regarding allocation of resources and performance assessment of each segment. The information regarding segments of operation is as follows:
| 01.01.2023 - 31.12.2023 | ||||||
|---|---|---|---|---|---|---|
| Consumer Mill’s Mixtures & Raw Business Mill’s Products & Materials for Other Products Cereals | Total Products | Mixtures for Bakery | Bakery & Services and Pastry | and Pastry | Total | |
| Revenue From Gross Sales Per Segment | 141.035.766 | 15.614.228 | 14.587.463 | 37.507.823 | 366.543 | 209.111.823 |
| Revenue from Intra-Company Sales | (700.687) | (20.709) | (2.752.345) | (2.747.989) | (144.327) | (6.366.057) |
| Revenue from Sales (Net) | 140.335.079 | 15.593.519 | 11.835.118 | 34.759.834 | 222.216 | 202.745.766 |
| Profit/(Loss) Before Interest and Tax | 6.460.531 | 545.031 | 259.348 | 442.393 | 93.750 | 7.801.053 |
| Profit/(Loss) Before Tax | 1.674.311 | 312.183 | (492.667) | 442.393 | 6.369.311 | 8.305.531 |
| 01.01.2022 - 31.12.2022 | ||||||
|---|---|---|---|---|---|---|
| Consumer Mill’s Mixtures & Raw Business Mill’s Products & Materials for Other Products Cereals | Total Products | Mixtures for Bakery | Bakery & Services and Pastry | and Pastry | Total | |
| Revenue From Gross Sales Per Segment | 135.791.336 | 16.814.701 | 13.104.118 | 40.919.171 | 416.628 | 207.045.954 |
| Revenue from Intra-Company Sales | (759.054) | (24.792) | (1.799.967) | (6.359.626) | (194.315) | (9.137.754) |
| Revenue from Sales (Net) | 135.032.282 | 16.789.909 | 11.304.151 | 34.559.545 | 222.313 | 197.908.200 |
| Profit/(Loss) Before Interest and Tax | 6.166.572 | 257.893 | (125.686) | 366.309 | 250.003 | 6.915.091 |
| Profit/(Loss) Before Tax | 2.102.737 | 54.621 | (291.699) | 366.309 | 203.753 | 2.435.721 |
| 01.01.2023 - 31.12.2023 | |||||
|---|---|---|---|---|---|
| Consumer Mill’s Business Mill’s Other Products | Products & Mixtures | Cereals | Total Products & Services for Bakery and Pastry | Total | |
| Revenue From Gross Sales Per Segment | 125.951.281 | 15.614.228 | 34.759.834 | 338.099 | 176.663.442 |
| Revenue from Sales (Net) | 125.951.281 | 15.614.228 | 34.759.834 | 338.099 | 176.663.442 |
| Profit/(Loss) Before Interest and Tax | 5.378.145 | 545.031 | 442.393 | 107.430 | 6.472.999 |
| Profit/(Loss) Before Tax | 954.021 | 312.183 | 442.393 | 6.387.203 | 8.095.800 |
| 01.01.2022 - 31.12.2022 | |||||
|---|---|---|---|---|---|
| Consumer Mill’s Business Mill’s Other Products | Products & Mixtures | Cereals | Total Products & Services for Bakery and Pastry | Total | |
| Revenue From Gross Sales Per Segment | 121.740.552 | 16.814.701 | 34.372.387 | 375.410 | 173.303.050 |
| Revenue from Sales (Net) | 121.740.552 | 16.814.701 | 34.372.387 | 375.410 | 173.303.050 |
| Profit/(Loss) Before Interest and Tax | 4.645.604 | 257.893 | 312.547 | 129.482 | 5.345.526 |
| Profit/(Loss) Before Tax | 824.088 | 54.621 | 312.547 | 88.828 | 1.280.084 |
The Tangible Assets of the Group and the Company is presented to the table below:
| Assets | Furniture & Fittings | Land | Buildings | Machinery | Vehicles | Under Construction | Total |
|---|---|---|---|---|---|---|---|
| Purchase Cost at 31.12.2022 | 17.041.624 | 93.697.067 | 54.547.056 | 1.786.460 | 5.625.789 | 1.390.560 | 174.088.556 |
| Accumulated Depreciation at 31.12.2022 | 0 | (35.627.253) | (26.566.745) | (1.065.668) | (3.682.608) | 0 | (66.942.274) |
| Net Book Value at 31.12.2022 | 17.041.624 | 58.069.814 | 27.980.311 | 720.792 | 1.943.181 | 1.390.560 | 107.146.282 |
| Acquisitions | 0 | 1.175.468 | 1.273.466 | 119.218 | 185.430 | 395.461 | 3.149.043 |
| Disposals & Transfers – Purchase Cost | – | 0 | 341.927 | 739.489 | (269.728) | (46.733) | (1.309.113) |
| Disposals & Transfers – Accumulated Depreciation | – | 0 | 1.008 | 41.879 | 182.167 | 42.769 | 0 |
| Revaluations | (882.000) | 2.303.969 | 0 | 0 | 0 | 0 | 1.421.969 |
| Depreciation | 0 | (2.655.650) | (1.690.573) | (137.048) | (997.318) | 0 | (5.480.589) |
| Net Book Value at 31.12.2023 | 16.159.624 | 59.236.536 | 28.344.572 | 615.401 | 1.127.329 | 476.908 | 105.960.370 |
| Assets | Furniture & Fittings | Land | Buildings | Machinery | Vehicles | Under Construction | Total |
|---|---|---|---|---|---|---|---|
| Purchase Cost at 31.12.2022 | 15.710.000 | 84.918.383 | 50.119.568 | 1.096.377 | 4.511.363 | 1.000.147 | 157.355.838 |
| Accumulated Depreciation at 31.12.2022 | 0 | (35.054.355) | (25.698.929) | (832.384) | (3.166.185) | 0 | (64.751.853) |
| Net Book Value at 31.12.2022 | 15.710.000 | 49.864.028 | 24.420.639 | 263.993 | 1.345.178 | 1.000.147 | 92.603.985 |
| Acquisitions | 0 | 1.049.829 | 804.953 | 54.501 | 104.752 | 387.461 | 2.401.496 |
| Disposals & Transfers – Purchase Cost | – | 0 | 163.927 | 722.112 | (237.877) | (46.109) | (968.700) |
| Disposals & Transfers – Accumulated Depreciation | – | 0 | 1.008 | 40.924 | 170.556 | 41.184 | 0 |
| Revaluations | (882.000) | 2.303.969 | 0 | 0 | 0 | 0 | 1.421.969 |
| Depreciation | 0 | (2.430.242) | (1.557.032) | (58.041) | (865.903) | 0 | (4.911.218) |
| Net Book Value at 31.12.2023 | 14.828.000 | 50.952.519 | 24.431.596 | 193.132 | 579.102 | 418.908 | 91.403.257 |
It is noted that the latest valuation of the Company’s and the Group’s land and buildings at fair value has been conducted on December 31st, 2023. The valuation has been conducted by a qualified valuator based on the institutional rules. The method used for the measurement of the fair value of those assets is presented in the 2nd level (Note 8.1).
The Investment Property of the Group and the Company is presented to the table below:
| Purchase Cost at 31.12.2022 | Accumulated Depreciation at 31.12.2022 | Net Book Value at 31.12.2022 | Acquisitions | Disposals & Transfers – Purchase Cost | Disposals & Transfers – Accumulated Depreciation | Revaluations | Depreciation | Net Book Value at 31.12.2023 | |
|---|---|---|---|---|---|---|---|---|---|
| Investment Property | 598.155 | (82.169) | 515.986 | 0 | 0 | 0 | (18.994) | 0 | 496.992 |
| Purchase Cost at 31.12.2022 | Accumulated Depreciation at 31.12.2022 | Net Book Value at 31.12.2022 | Acquisitions | Disposals & Transfers – Purchase Cost | Disposals & Transfers – Accumulated Depreciation | Revaluations | Depreciation | Net Book Value at 31.12.2023 | |
|---|---|---|---|---|---|---|---|---|---|
| Investment Property | 578.163 | (82.169) | 495.994 | 0 | 0 | 0 | (18.994) | 0 | 477.000 |
It is noted that the latest valuation of the Company’s and the Group’s Investment Property at fair value has been conducted on December 31st, 2023. The valuation has been conducted by a qualified valuator based on the institutional rules. The method used for the measurement of the fair value of those assets is presented in the 2nd level (Note 8.1).
Rental Income from Investment Property for the Group and the Company for 2023 and the previous year amounted to €4.800,00 .
Right of Use Assets of the Group and the Company is presented to the table below:
| Assets | Furniture & Fittings | Land | Buildings | Machinery | Vehicles | Total |
|---|---|---|---|---|---|---|
| Purchase Cost at 31.12.2022 | 0 | 0 | 0 | 1.380.372 | 0 | 1.380.372 |
| Accumulated Depreciation at 31.12.2022 | 0 | 0 | 0 | (550.707) | 0 | (550.707) |
| Net Book Value at 31.12.2022 | 0 | 0 | 0 | 829.665 | 0 | 829.665 |
| Acquisitions | 0 | 0 | 0 | 943.411 | 0 | 943.411 |
| Disposals & Transfers – Purchase Cost | 0 | 0 | 0 | (197.975) | 0 | (197.975) |
| Disposals & Transfers – Accumulated Depreciation | 0 | 0 | 0 | 184.763 | 0 | 184.763 |
| Revaluations | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciation | 0 | 0 | 0 | (441.962) | 0 | (441.962) |
| Net Book Value at 31.12.2023 | 0 | 0 | 0 | 1.317.902 | 0 | 1.317.902 |
| Assets | Furniture & Fittings | Land | Buildings | Machinery | Vehicles | Total |
|---|---|---|---|---|---|---|
| Purchase Cost at 31.12.2022 | 0 | 0 | 0 | 1.027.246 | 0 | 1.027.246 |
| Accumulated Depreciation at 31.12.2022 | 0 | 0 | 0 | (386.519) | 0 | (386.519) |
| Net Book Value at 31.12.2022 | 0 | 0 | 0 | 640.727 | 0 | 640.727 |
| Acquisitions | 0 | 0 | 0 | 857.938 | 0 | 857.938 |
| Disposals & Transfers – Purchase Cost | 0 | 0 | 0 | (138.812) | 0 | (138.812) |
| Disposals & Transfers – Accumulated Depreciation | 0 | 0 | 0 | 133.420 | 0 | 133.420 |
| Revaluations | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciation | 0 | 0 | 0 | (352.445) | 0 | (352.445) |
| Net Book Value at 31.12.2023 | 0 | 0 | 0 | 1.140.828 | 0 | 1.140.828 |
The following amounts relating to Lease Liabilities are included in the “Statement Of Financial Position”:
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
|---|---|---|---|---|
| Group | Group | Company | Company | |
| Non-Current Lease Liabilities | 885.973 | 564.962 | 783.207 | 448.291 |
| Current Lease Liabilities | 458.384 | 281.183 | 379.970 | 204.898 |
| Total: | 1.344.357 | 846.145 | 1.163.177 | 653.189 |
Lease Liabilities for the following years are presented in the table below:
| up to 1 year | between 2-5 years | > 5 years | Total | |
|---|---|---|---|---|
| Lease Liabilities | 501.876 | 931.679 | 7.173 | 1.440.728 |
| (Interest charges) | (43.492) | (52.807) | (72) | (96.371) |
| NPV of Liability | 458.384 | 878.872 | 7.101 | 1.344.357 |
| up to 1 year | between 2-5 years | > 5 years | Total | |
|---|---|---|---|---|
| Lease Liabilities | 418.647 | 825.495 | 7.173 | 1.251.315 |
| (Interest charges) | (38.677) | (49.389) | (72) | (88.138) |
| NPV of Liability | 379.970 | 776.106 | 7.101 | 1.163.177 |
The change of Lease liabilities follows:
| Group | Company | |
|---|---|---|
| Opening Balance of Lease Liabilities 2022 | 527.846 | 358.973 |
| Acquisitions | 595.029 | 493.461 |
| Interest Charges | 23.164 | 17.900 |
| Leasing Payments | (299.894) | (217.145) |
| Modification in the Contract’s Terms | 0 | 0 |
| Closing Balance of Lease Liabilities 2022 | 846.145 | 653.189 |
| Group | Company | |
|---|---|---|
| Opening Balance of Lease Liabilities 2023 | 846.145 | 653.189 |
| Acquisitions | 943.411 | 857.938 |
| Interest Charges | 46.057 | 39.496 |
| Leasing Payments | (477.869) | (381.879) |
| Modification in the Contract’s Terms | (13.387) | (5.567) |
| Closing Balance of Lease Liabilities 2023 | 1.344.357 | 1.163.177 |
Other Intangible Assets of the Group and the Company is presented to the table below:
| Assets | Software | Trademarks | Other | Total |
|---|---|---|---|---|
| Purchase cost 31.12.2022 | 2.491.345 | 717.206 | 0 | 3.208.551 |
| Accumulated Depreciation at 31.12.2022 | (1.451.118) | (15.575) | 0 | (1.466.693) |
| Net Book Value at 31.12.2022 | 1.040.227 | 701.631 | 0 | 1.741.858 |
| Acquisitions | 166.097 | 0 | 0 | 166.097 |
| Disposals & Transfers – Purchase Cost | 0 | 0 | 0 | 0 |
| Disposals & Transfers – Accumulated Depreciation | 0 | 0 | 0 | 0 |
| Impairment | 0 | 0 | 0 | 0 |
| Depreciation | (384.627) | (35.574) | 0 | (420.201) |
| Net Book Value at 31.12.2023 | 821.697 | 666.057 | 0 | 1.487.754 |
| Assets | Software | Trademarks | Other | Total |
|---|---|---|---|---|
| Purchase cost 31.12.2022 | 2.349.329 | 17.206 | 0 | 2.366.535 |
| Accumulated Depreciation at 31.12.2022 | (1.343.100) | (15.575) | 0 | (1.358.675) |
| Net Book Value at 31.12.2022 | 1.006.229 | 1.631 | 0 | 1.007.860 |
| Acquisitions | 149.737 | 0 | 0 | 149.737 |
| Disposals & Transfers – Purchase Cost | 0 | 0 | 0 | 0 |
| Disposals & Transfers – Accumulated Depreciation | 0 | 0 | 0 | 0 |
| Impairment | 0 | 0 | 0 | 0 |
| Depreciation | (368.557) | (574) | 0 | (369.131) |
| Net Book Value at 31.12.2023 | 787.409 | 1.057 | 0 | 788.466 |
Goodwill of Companies for the Group is presented in the following table:
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Opening Balance | 1.000.000 | 1.000.000 |
| Acquisitions / (Disposals) | 0 | 0 |
| Impairments | 0 | 0 |
| Closing Balance | 1.000.000 | 1.000.000 |
Goodwill refers to the subsidiary “KENFOOD SA” and# 7.6 Goodwill
The annual impairment test is being conducted. The recoverable amount of the goodwill at 31.12.2023 amounts to € 1.000.000 and it has been determined according to the net discounted cash flow expected to arise from the operation of the company (value in use). The main assumptions used to determine the goodwill at 31.12.2023 are as follows:
* WACC/Weighted Average Cost Of Capital: WACC used amounted to 7,86%.
* EBITDA: the budgetary amounts of EBITDA have been determined according to previous experience and comply with assumptions according to “value in use” approach. The main assumptions reflect previous experience of the Management and other available information from internal sources regarding the course of the industry.
* Growth Rate: the growth rate used for the impairment test is based on rational and valid assumptions, which reflect the best possible estimation of the Management. The growth rate beyond 5 years is 3,00% according to a conservative estimation for the course of the industry and the Greek economy.
The following table presents the Investments in Subsidiaries:
| Direct participati | Country of | 31.12.2023 | 31.12.2022 |
|---|---|---|---|
| Direct | parent | rate % of | rate % of |
| participation | Incorporation | the parent | the parent |
| Kenfood SA | Greece | 99,996% | 11.338.733 |
| Greek Baking School S.A. | Greece | - | 0 |
| Loulis Logistics Services SA | Greece | 99,677% | 44.900 |
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd | Greece | 20,000% | 12.000 |
| Loulis International Foods Enterprises Ltd | Bulgaria | 100,000% | 7.731.625 |
| Total: | 19.127.258 |
The change in Investments in Subsidiaries is analyzed in note 5.2.
Other Non-Current Receivables of the Group and the Company is presented to the table below:
| | Group | | Company |
| :----------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Given Guarantees | 83.322 | 84.239 | 15.939 | 15.839 |
| Bond Loans | 0 | 0 | 0 | 0 |
| Advance Payments to Suppliers for Non-Current Assets | 1.097.325 | 1.017.820 | 263.625 | 290.612 |
| Other Non-Current Receivables | 4.867 | 5.737 | 0 | 0 |
| Total: | 1.185.514 | 1.107.796 | 279.564 | 306.451 |
Inventory of the Group and the Company is presented to the table below:
| | Group | | Company |
| :--------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Merchandise | 684.602 | 534.866 | 513.171 | 430.189 |
| Finished & Semi-Finished Products | 4.733.067 | 7.763.215 | 3.797.104 | 6.775.447 |
| Raw and Packing Materials | 25.673.226 | 37.690.463 | 19.516.785 | 23.637.535 |
| Consumables and Other Stocks | 15.180 | 20.758 | 15.180 | 16.452 |
| Asset’s spare parts | 26.216 | 26.216 | 26.216 | 26.216 |
| Total: | 31.132.291 | 46.035.518 | 23.868.456 | 30.885.839 |
Trade Receivables of the Group and the Company is presented to the table below:
| | Group | | Company |
| :---------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Customers/Other Trade receivables | 40.449.202 | 38.468.258 | 35.865.601 | 34.976.732 |
| Notes Receivable | 0 | 3.779 | 0 | 0 |
| Notes Overdue | 431.278 | 436.278 | 429.478 | 434.478 |
| Cheques Receivable | 11.665.009 | 12.978.151 | 11.034.368 | 12.351.388 |
| Cheques Receivable Overdue | 3.636.134 | 4.157.884 | 3.516.478 | 3.564.180 |
| Receivables from Related Companies | 125.000 | 0 | 144.095 | 188.299 |
| Less: Provisions | (7.659.544) | (7.521.491) | (7.242.507) | (6.708.716) |
| Total: | 48.647.079 | 48.522.859 | 43.747.513 | 44.806.361 |
At 31.12.2023 and 2022, the ageing analysis of the current and overdue trade receivables is as follows:
| | Group | | Company |
| :-------------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Trade Receivables not in arrears | 42.485.783 | 43.416.885 | 38.175.537 | 40.379.329 |
| Trade Receivables overdue 1-60 days | 4.163.722 | 3.135.483 | 3.766.773 | 2.695.196 |
| Trade Receivables overdue 61-180 days | 1.082.721 | 898.271 | 1.008.019 | 854.694 |
| Trade Receivables overdue >181 days | 8.574.397 | 8.593.711 | 8.039.691 | 7.585.858 |
| Total: | 56.306.623 | 56.044.350 | 50.990.020 | 51.515.077 |
The Group and the Company apply the simplified approach of IFRS 9 and calculate the expected credit losses over the life of their receivables.
The following tables present the Group’s and the Company’s exposure to credit risk:
Group - 31.12.2023
| Not Overdue | Overdue 1-60 days | Overdue 61-180 days | Overdue > 181 days | Total | |
|---|---|---|---|---|---|
| Total of Trade Receivables | 42.485.783 | 4.163.722 | 1.082.721 | 8.574.397 | 56.306.623 |
| Expected credit Loss | 0 | (107.547) | (212.377) | (7.339.620) | (7.659.544) |
| Expected % of Credit Loss | 0,00% | -2,58% | -19,62% | -85,60% | -13,60% |
Company - 31.12.2023
| Not Overdue | Overdue 1-60 days | Overdue 61-180 days | Overdue > 181 days | Total | |
|---|---|---|---|---|---|
| Total of Trade Receivables | 38.175.537 | 3.766.773 | 1.008.019 | 8.039.691 | 50.990.020 |
| Expected credit Loss | 0 | (104.972) | (199.046) | (6.938.489) | (7.242.507) |
| Expected % of Credit Loss | 0,00% | -2,79% | -19,75% | -86,30% | -14,20% |
Derivative Financial Assets and Derivative Financial Liabilities of the Group and the Company are presented to the table below:
| | Group | | Company |
| :----------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Receivables from Financial Derivatives | 21.825 | 9.380 | 0 | 9.380 |
| Total: | 21.825 | 9.380 | 0 | 9.380 |
| | Group | | Company |
| :----------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Liabilities from Financial Derivatives | 0 | 267.878 | 0 | 267.878 |
| Total: | 0 | 267.878 | 0 | 267.878 |
Cash and Cash Equivalent of the Group and the Company are presented to the table below:
| | Group | | Company |
| :---------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Cash in Hand | 75.246 | 38.539 | 55.762 | 24.294 |
| Cash at Bank | 8.839.777 | 10.975.388 | 6.759.170 | 8.953.269 |
| Total: | 8.915.023 | 11.013.927 | 6.814.932 | 8.977.563 |
Other Current Assets of the Group and the Company are presented to the table below:
| | Group | | Company |
| :--------------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Sundry Debtors | 2.964.109 | 3.535.816 | 2.723.195 | 103.990 |
| Receivables from the Greek State | 717.306 | 819.183 | 3.376.217 | |
| Asset Revaluation Reserve | 10.914.071 | 9.804.935 | 9.851.864 | 657.090 |
| Reserve from Foreign Exchange Differences | 1.061.889 | 1.061.889 | 0 | 0 |
| Prepaid Expenses | 340.161 | 1.434.674 | | |
| Profit/(Loss) after Tax | 31.882.742 | 25.661.238 | 34.696.455 | 326.870 |
| Accrued Income Receivable | | | 1.399.878 | 49.624.6580 |
| Short-term Receivables from Related Parties | | | 0 | 5.000.000 |
| Minus: Provisions | (986.779) | (844.481) | (986.360) | (843.849) |
| Total: | 3.034.797 | 4.945.192 | 2.720.795 | 9.417.801 |
Other Reserves of the Group and the Company are presented to the table below:
| | Group | | Company |
| :----------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Statutory Reserves | 2.240.985 | 2.146.924 | 2.138.242 | 2.044.181 |
| Extraordinary Reserves | 103.990 | | | |
| Non Taxable Reserves | 3.208.286 | 3.420.457 | 3.208.286 | 3.208.286 |
| Other Reserves | 7.651.779 | 7.651.779 | 6.592.716 | 6.592.716 |
| Total: | 57.063.742 | 49.851.212 | 56.591.553 | 28.932.757 |
Long-term and Short-term Borrowings of the Group and the Company is presented to the table below:
Group Company
| Short-Term Borrowings | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
|---|---|---|---|---|
| Borrowings | 7.305.446 | 4.831.413 | 3.055.739 | 1.710 |
| Bond Loans | 21.165.809 | 13.695.809 | 20.150.000 | 12.750.000 |
| Total: | 28.471.255 | 18.527.222 | 23.205.739 | 12.751.710 |
Group Company
| Long-Term Borrowings | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
|---|---|---|---|---|
| Bond Loans | 35.001.739 | 60.077.548 | 30.525.000 | 53.675.000 |
| Total: | 35.001.739 | 60.077.548 | 30.525.000 | 53.675.000 |
Total Borrowing:
| | 63.472.994 | 78.604.770 | 53.730.739 | 66.426.710 |
The change in the Total Borrowing of the Group and the Company is presented to the table below:
Group
| Short-Term Borrowings | Long-Term Borrowings | Total Borrowings | |
|---|---|---|---|
| Balance at 01.01.2022 | 14.351.250 | 47.473.357 | 61.824.607 |
| Cash Flow: | |||
| - Proceeds from Bank Borrowings | (674.027) | 31.000.000 | 30.325.973 |
| - Repayment of Bank Borrowings | (8.845.809) | (4.700.000) | (13.545.809) |
| Non-Cash Flow: | |||
| - Reclassification from Long-Term to Short-Term Borrowing | 13.695.808 | (13.695.809) | (1) |
| Balance at 31.12.2022 | 18.527.222 | 60.077.548 | 78.604.770 |
| Balance at 01.01.2023 | 18.527.222 | 60.077.548 | 78.604.770 |
| Cash Flow: | |||
| - Proceeds from Bank Borrowings | 15.234.031 | 9.740.000 | 24.974.031 |
| - Repayment of Bank Borrowings | (26.455.809) | (13.650.000) | (40.105.809) |
| Non-Cash Flow: | |||
| - Reclassification from Long-Term to Short-Term Borrowing | 21.165.811 | (21.165.809) | 2 |
| Balance at 31.12.2023 | 28.471.255 | 35.001.739 | 63.472.994 |
Company
| Short-Term Borrowings | Long-Term Borrowings | Total Borrowings | |
|---|---|---|---|
| Balance at 01.01.2022 | 12.208.732 | 42.125.000 | 54.333.732 |
| Cash Flow: | |||
| - Proceeds from Bank Borrowings | (4.757.022) | 29.000.000 | 24.242.978 |
| - Repayment of Bank Borrowings | (7.450.000) | (4.700.000) | (12.150.000) |
| Non-Cash Flow: | |||
| - Reclassification from Long-Term to Short-Term Borrowing | 12.750.000 | (12.750.000) | 0 |
| Balance at 31.12.2022 | 12.751.710 | 53.675.000 | 66.426.710 |
| Balance at 01.01.2023 | 12.751.710 | 53.675.000 | 66.426.710 |
| Cash Flow: | |||
| - Proceeds from Bank Borrowings | 10.054.028 | 9.000.000 | 19.054.028 |
| - Repayment of Bank Borrowings | (19.750.000) | (12.000.000) | (31.750.000) |
| Non-Cash Flow: | |||
| - Reclassification from Long-Term to Short-Term Borrowing | 20.150.001 | (20.150.000) | 1 |
| Balance at 31.12.2023 | 23.205.739 | 30.525.000 | 53.730.739 |
The maturity periods of the long-term borrowing for the Group and the Company are presented in the table below:
| | Group | | Company |
| :-------------------------- | :----------- | :----------- | :----------- | :----------- |
| | Repayment of Bond Loans | | Repayment of Bond Loans | |
| Within 2024 | 21.165.809 | | 20.150.000 | |
| Within 2025 | 29.440.809 | | 28.425.000 | |
| Within 2026 | 4.515.809 | | 1.400.000 | |
| Within 2027 | 1.045.121 | | 700.000 | |
| Total: | 56.167.548 | | 50.675.000 | |
Deferred Tax Assets/(Liabilities) of the Group and the Company are presented to the table below:
| | Group | | Company |
| :----------------------------------------------------- | :----------- | :----------- | :----------- | :----------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Opening Balance of Deferred Tax Asset/(Liability) 2022 | (10.812.199) | (10.532.166) | | |
| Inventory Obsolescence | (165.000) | (165.000) | | |
| Deferred Tax Asset due to Provision for Employee Compensation | (6.671) | (7.158) | | |
| Deferred Tax Asset due to Other Liabilities | 105.066 | | | |
| Deferred Tax Liability due to Other Intangible Assets | (14.515) | | | |
| Deferred Tax Asset due to Provision for | | | 1.287.777 | 1.032.027 |
| Deferred Tax Liability due to Other Receivables | (2.063) | (2.063) | | |
| Deferred Tax Liability (12.505.066) | (12.609.459) | (12.220.280) | (11.577.432) |
| Deferred Tax Asset due to | | | (11.092.241) | (11.423.856) |
| Total: | (11.217.289) | (12.337.592) | (11.423.856) | |# 7.17 Liabilities for Retirement Benefits
The liability for retirement benefits is included in the Financial Statements according to IFRS 19 and it is based on an actuarial study with date December 31, 2023. For the calculations of the study the following actuarial assumptions have been used:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Discount Rate | 3,08% | 3,57% | 3,08% | 3,57% |
| Expected Salary Increase | 2,40% | 2,20% | 2,40% | 2,20% |
| 220.422 | 159.475 | |||
| Inflation | 2,10% | 2,20% | 2,10% | 2,20% |
The amounts of the Retirement Benefits provision as recognized in the Statement of Comprehensive Income are the following:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Current Cost Service | 47.738 | 56.779 | 39.767 | 48.651 |
| Interest Cost | 13.338 | 2.418 | 12.354 | 2.272 |
| Settlement/Curtailment Impact | 190.810 | 155.070 | ||
| Past Service Cost | 0 | 0 | 0 | 0 |
| Amounts charged in Profit & Loss Statement: | 281.498 | 218.672 | 242.931 | 205.993 |
| Actuarial (Profit)/Loss for the period | 10.649 | (47.067) | 9.303 | (42.067) |
| Amounts charged in Comprehensive Income Statement: | 292.147 | 171.605 | 252.234 | 163.926 |
The change in the present value of the defined benefit obligations at retirement as recognized in the Statement of Financial Position is presented in the table below :
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Defined Benefit Obligations – Opening Balance: | 373.618 | 402.879 | 346.055 | 378.590 |
| Total Expense | 281.498 | 218.672 | 242.931 | 205.993 |
| Actuarial (Profit)/Loss for the period | 10.649 | (47.067) | 9.303 | (42.067) |
| Benefits paid | (242.632) | (200.866) | (212.354) | (196.461) |
| Defined Benefit Obligations – Closing Balance: | 423.133 | 373.618 | 385.935 | 346.055 |
The sensitivity of the Provision for Employee Compensation to a negative or positive change of any key financial assumption as at December 31, 2023, is as follows:
| Group | Company | |
|---|---|---|
| Increase of discount rate by 0,5% | -2,4% | -2,3% |
| Decrease of discount rate by 0,5% | 2,5% | 2,4% |
| Increase of expected wage by 0,5% | 2,5% | 2,4% |
| Decrease of expected wage by 0,5% | -2,4% | -2,3% |
Other Non-Current Liabilities of the Group and the Company is presented to the table below:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Long-Term Tax Liabilities | 0 | 0 | 0 | 0 |
| Subsidies for Fixed Assets | 3.061.844 | 3.221.661 | 3.061.844 | 3.221.661 |
| Long-Term Liabilities to Associated Companies | 0 | 0 | 0 | 0 |
| Other Long-Term Liabilities | 40.903 | 0 | 0 | 0 |
| Total: | 3.102.747 | 3.221.661 | 3.061.844 | 3.221.661 |
Trade Payables of the Group and the Company is presented to the table below:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Suppliers (Third Parties) | 11.582.276 | 13.438.475 | 10.278.033 | 10.005.502 |
| Intra-Group Suppliers | 0 | 0 | 570.571 | 504.502 |
| Cheques Payable (Post-Dated) | 1.002.606 | 3.478.343 | 0 | 0 |
| Advance Payments from Customers | 942.147 | 1.025.957 | 873.203 | 895.419 |
| Liabilities to Associates | 0 | 0 | 0 | 0 |
| Total: | 13.527.029 | 17.942.775 | 11.721.807 | 11.405.423 |
Tax Liabilities of the Group and the Company is presented to the table below:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Tax & Duties Payable (Not Including Income Tax) | 398.070 | 487.711 | 326.081 | 455.058 |
| Income Tax on Profits | 2.670.781 | 869.322 | 2.607.303 | 863.504 |
| Total: | 3.068.851 | 1.357.033 | 2.933.384 | 1.318.562 |
Accrued & Other Current Liabilities of the Group and the Company are presented in the table below:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 | |
| Insurance and Pension Fund Dues | 496.506 | 413.692 | 396.343 | 366.939 |
| Dividends Payables | 0 | 0 | 0 | 0 |
| Sundry Creditors | 2.703.925 | 8.481.621 | 2.666.344 | 8.431.756 |
| Unearned and Deferred Income | 1.373 | 1.728 | 1.373 | 1.728 |
| Accrued Expenses | 1.113.359 | 2.233.085 | 982.341 | 2.142.158 |
| Total: | 4.315.163 | 11.130.126 | 4.046.401 | 10.942.581 |
Revenue analysis of the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Professional Flour Mill Products | 140.335.078 | 135.032.283 | 125.951.281 | 121.740.552 |
| Consumer Flour Mill Products & Bakery and Pastry | 15.593.519 | 16.789.909 | 15.614.228 | 16.814.701 |
| Mixtures Mixtures & Raw Material for Bakery & Pastry | 11.835.118 | 11.304.151 | 0 | 0 |
| Cereals | 34.759.834 | 34.559.545 | 34.759.834 | 34.372.387 |
| Other Goods and Services | 222.217 | 222.312 | 338.099 | 375.410 |
| Total | 202.745.766 | 197.908.200 | 176.663.442 | 173.303.050 |
Revenue analysis of the Group and the Company, according to the country where the customers are located, is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Sales within Greece | 147.023.142 | 140.830.879 | 139.729.648 | 133.623.761 |
| Sales outside Greece | 55.722.624 | 57.077.321 | 36.933.794 | 39.679.289 |
| Total | 202.745.766 | 197.908.200 | 176.663.442 | 173.303.050 |
Other Income of the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Other Operating Income | 3.946.527 | 4.154.934 | 3.703.178 | 3.271.102 |
| Extraordinary and Non-Operating Income | 60.308 | 36.236 | 57.529 | 33.748 |
| Extraordinary Profit | 13.932 | 17.135 | 9.881 | 17.135 |
| Income from Prior Period Provisions | 661.764 | 750.943 | 182.360 | 750.000 |
| Income arising from exchange differences | 214 | 11.557 | 0 | 11.556 |
| Total | 4.682.745 | 4.970.805 | 3.952.948 | 4.083.541 |
Distribution expenses of the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Materials | (43.020) | (51.415) | (17.289) | (33.394) |
| Salaries and Staff Cost | (4.932.793) | (4.854.807) | (4.024.621) | (4.027.215) |
| Third Party Fees | (1.090.320) | (963.449) | (745.725) | (728.797) |
| Charges for Outside Services | (726.947) | (950.781) | (523.291) | (716.242) |
| Other Expenses | (10.667.338) | (9.304.419) | (9.209.984) | (7.705.942) |
| Taxes-Fees | (92.329) | (103.111) | (84.219) | (99.631) |
| Depreciation | (734.327) | (485.132) | (478.146) | (335.891) |
| Total: | (18.287.074) | (16.713.114) | (15.083.275) | (13.647.112) |
Administration Expenses of the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Materials | (688) | (9.101) | 0 | (9.101) |
| Salaries and Staff Cost | (3.043.904) | (2.642.533) | (2.669.992) | (2.358.692) |
| Third Party Fees | (1.481.901) | (1.875.975) | (981.195) | (1.072.474) |
| Changes for Outside Services | (988.951) | (1.327.073) | (901.771) | (1.243.338) |
| Other Expenses | (1.052.551) | (1.890.729) | (1.127.958) | (1.939.036) |
| Taxes - Fees | (51.412) | (57.994) | (29.920) | (36.223) |
| Depreciation | (1.352.425) | (664.480) | (1.275.302) | (631.848) |
| Total: | (7.971.832) | (8.467.885) | (6.986.138) | (7.290.712) |
Other Expenses for the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Extraordinary and Non-Operating Expenses | (956.908) | (1.619.536) | (446.757) | (1.612.351) |
| Extraordinary Losses | (182.382) | (290.700) | (54.714) | (290.650) |
| Provisions for Extraordinary Contingencies | (963.060) | (47.960) | (676.302) | (23.942) |
| Loss arising from Exchange Differences | (6.273) | (12.077) | 0 | (121) |
| Total | (2.108.623) | (1.970.273) | (1.177.773) | (1.927.064) |
Financial Expenses/Income of the Group and the Company is presented in the following table:
| Group | Company | Group | Company | |
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| Interest Charges and Relevant Expenses | (5.140.450) | (2.393.288) | (4.569.954) | (2.168.007) |
| Other Financial Expenses | (65.989) | (64.070) | (43.848) | (43.288) |
| Interest Income and Relevant Income | 7.550.276 | 5.028 | 7.670.684 | 133.116 |
| Total | 2.343.837 | (2.452.330) | 3.056.882 | (2.078.179) |
The significant increase in “Financial income” and “Financial Expenses” as included in the “Interim Condensed Statement of Comprehensive Income” is due to the early termination and total liquidation of Contracts of Interest Rate Swap (IRS), as have been signed on April and December of 2021, of nominal value of € 50 million which resulted in a) a financial income of € 7,22 million and b) an expense of € 1,19 million as the unamortised balance of the prepayment of the liability which arose from signing the above Contracts.# 7.28 Tax Expense
Tax Expense of the Group and the Company is presented in the following table:
| 2023 | 2022 | 2023 | 2022 | |
|---|---|---|---|---|
| Current Income tax | (2.662.198) | (863.504) | (2.607.303) | (863.504) |
| Deferred Tax | ||||
| Income recognized at Profit & Loss | 670.605 | 317.466 | 642.401 | 190.147 |
| Income Tax of Previous Years | 0 | 1.395 | 0 | 1.395 |
| Other | (51.530) | (48.817) | (46.716) | (46.717) |
| Total: | (2.043.123) | (593.460) | (2.011.618) | (718.679) |
The reconciliation between the Income Tax Rate which corresponds to profit before tax, based on the applicable Income Tax Rate in Greece (2023: 22,0%, 2022: 22,0%), and the tax which finally has been charged on the results of the period follows:
| Group 2023 | Group 2022 | Company 2023 | Company 2022 | |
|---|---|---|---|---|
| Profit/(Loss) Before Taxes | 8.305.531 | 2.435.721 | 8.095.800 | 1.280.084 |
| Plus/(Minus) adjustments for Temporary Differences between IFRS-GR GAAP | 1.740.015 | 1.081.587 | 1.605.906 | 1.131.749 |
| Non Deductible Business Expenses | 2.793.491 | 1.936.544 | 2.165.886 | 1.525.077 |
| Special Expenses with Increased Deduction | (17.709) | (12.375) | (16.215) | (11.894) |
| Transfer of Loss for Compensation in future year | 140.546 | 248.302 | 00 | 00 |
| Tax Loss-offset of Previous Years | (616.836) | (1.764.763) | 0 | 0 |
| 12.345.038 | 3.925.016 | 11.851.377 | 3.925.016 | |
| Tax Profit/(Loss) | ||||
| Current Income Tax Rate | 22,0% | 22,0% | 22,0% | 22,0% |
| Corresponding Income Tax of the year | (2.715.908) | (863.504) | (2.607.303) | (863.504) |
| Impact of different Income Tax Rates of other countries | 53.710 | 0 | 0 | 0 |
| Deferred Tax Income recognized on Results | 670.605 | 317.466 | 642.401 | 190.147 |
| Income Tax of previous years | 0 | 1.395 | 0 | 1.395 |
| Other | (51.530) | (48.817) | (46.716) | (46.717) |
| (2.043.123) | (593.460) | (2.011.618) | (718.679) | |
| Total: |
The tax rate of Legal Entities in Greece according Law 4799/2021 has been set at 22%. The tax rate of Legal Entities in Bulgaria has been set at 10% and in Cyprus has been set at 12,5%.
Profit/(Loss) from Revaluation of Asset of the Group and the Company is presented in the following table:
| Group 2023 | Group 2022 | Company 2023 | Company 2022 | |
|---|---|---|---|---|
| Asset Revaluation Profit/(Loss) | 1.421.969 | 4.875.372 | 1.421.969 | 4.875.372 |
| Respective Income Tax On Other Comprehensive Income | (312.833) | (1.072.582) | (312.833) | (1.072.582) |
| Income Tax Adjustment relating to Other Comprehensive | 0 | 0 | 0 | 0 |
| Net Profit/(Loss) attributable to the owners of the parent | 6.264.026 | 1.842.358 | ||
| Income from Change of Tax Rate | ||||
| Total: | 1.109.136 | 3.802.790 | 1.109.136 | 3.802.790 |
Earnings per Share (Basic & Diluted) of the Group and the Company are presented to the table below:
| Group 01.01.2023 | Group 31.12.2023 | Company 01.01.2022 | Company 31.12.2022 | |
|---|---|---|---|---|
| Earnings per Share (Basic & Diluted) | 0,3659 | 0,1076 | 0,3554 | 0,0328 |
| Weighted average of shares outstanding (after the deduction of the weighted average of own shares) | 17.120.280 | 17.120.280 | 17.120.280 | 17.120.280 |
The Company's Financial Instruments consist of Receivables from Customers and Short-term Liabilities with annual maturity and therefore their book value can be considered as reasonable. Regarding the Long-Term Loans, the Company's weighted average cost of capital is very close to the borrowing rate and thus the book value of the item is very close to the fair value. The fair value of the rest Financial Assets and Liabilities is close to their book value. Regarding the receivables, the Company does not have significant credit risk concentration. A Credit Control system is in place to manage this risk more efficiently and to assess and classify customers according to the level of risk and, where appropriate provisions have been made for impaired receivables. The maximum exposure to credit risk at Balance Sheet date is the fair value of each class of financial instrument, as shown in the table below:
| Group 31.12.2023 | Group 31.12.2022 | Company 31.12.2023 | Company 31.12.2022 | |
|---|---|---|---|---|
| Non-Current Assets | ||||
| Other Long-Term Receivables | 1.185.514 | 1.107.796 | 279.564 | 306.451 |
| Total | 1.185.514 | 1.107.796 | 279.564 | 306.451 |
| Current Assets | ||||
| Trade Receivables | 48.647.079 | 48.522.859 | 43.747.513 | 44.806.361 |
| Cash and Cash Equivalents | 8.915.023 | 11.013.927 | 6.814.932 | 8.977.563 |
| Financial Receivables | 21.825 | 9.380 | 0 | 9.380 |
| Other Current Assets | 3.034.797 | 4.945.192 | 2.720.795 | 9.417.801 |
| Total | 60.618.724 | 64.491.358 | 53.283.240 | 63.211.105 |
| Long-Term Liabilities | ||||
| Long-Term Borrowings | 35.001.739 | 60.077.548 | 30.525.000 | 53.675.000 |
| Long-Term Lease Liabilities | 885.973 | 564.962 | 783.207 | 448.291 |
| Total | 35.887.712 | 60.642.510 | 31.308.207 | 54.123.291 |
| Short-Term Liabilities | ||||
| Trade Liabilities | 13.527.029 | 17.942.775 | 11.721.807 | 11.405.423 |
| Short-Term Borrowings | 28.471.255 | 18.527.222 | 23.205.739 | 12.751.710 |
| Short-Term Lease Liabilities | 458.384 | 281.183 | 379.970 | 204.898 |
| Financial Liabilities | 0 | 267.878 | 0 | 267.878 |
| Other Liabilities | 7.384.014 | 12.487.159 | 6.979.785 | 12.261.143 |
| Total | 49.840.682 | 49.506.217 | 42.287.301 | 36.891.052 |
The Group and the Company use the following allocation to determine and disclose the fair value of receivables and liabilities per valuation method:
* Level 1: based on the negotiable (unadjusted) prices in active markets for similar assets or liabilities.
* Level 2: based on the valuation methods, in which all data with a significant effect on fair value are either directly or indirectly observable and includes valuation methods with negotiable prices in less active markets for similar or less similar assets or liabilities.
* Level 3: based on valuation methods using data that have a significant effect on fair value and are not based on apparent market data.
The table below shows the allocation of the fair value of the assets and liabilities of the Group and the Company.
| Group 31.12.2023 | Group 31.12.2022 | Company 31.12.2023 | Company 31.12.2022 | |
|---|---|---|---|---|
| Fair Value Hierarchy | ||||
| Land | 16.159.624 | 17.041.624 | 14.828.000 | 15.710.000 |
| Level 2 | ||||
| Buildings | 59.236.536 | 58.069.814 | 50.952.519 | 49.864.028 |
| Level 2 | ||||
| Investment Property | 496.992 | 515.986 | 477.000 | 495.994 |
| Level 2 | ||||
| Right of Use Assets | 1.317.902 | 829.665 | 1.140.828 | 640.727 |
| Level 2 |
During the year there were no transfers between the allocation levels. The following methods and assumptions were used to estimate fair values: The fair value of the Level 2 Land, Buildings and Investment Properties for the Group and the Company is valued periodically by independent external expert using a combination of a) Comparative Method, b) Residual Approach and c) Depreciated Replacement Cost. The Group and the Company use various methods and assumptions based on market conditions prevailing at each reporting date.
The Company is exposed to financial risks such as exchange risk, interest rates risk, credit risk and liquidity risk arising from its activities and operation. The Company’s policy aims to minimize the impact of those risks when they may arise. The Company uses financial instruments such as long-term and short-term loans, foreign currency transactions, trade receivables accounts, accounts payable, liabilities arising from financial leasing agreements, dividends payable and bank deposits. Risk management is performed by the Financial Department whereas the BoD of the Company is fully responsible for setting the strategy, performing the overall planning and determining the risk management policies.
a) Credit Risk
The Group does not have significant concentration of credit risk in any of its contracting parties, mainly due to the large number of customers and the great dispersion of the Group's customer base. The Management of the Group has adopted and applies credit control procedures to minimize its doubtful receivables through the evaluation of the credit ability of its customers and the effective management of the receivables before they become overdue. For the monitoring of credit risk, customers are classified according to the maturity of their receivables, the historical background of their collection taking into account future factors relating to customers as well as the broader financial environment. Additionally, the Group’s companies have an insurance contract that covers most of their claims. This contract cannot be sold or transferred. Customers who are considered to be unreliable are reevaluated at every reporting date and when a likelihood of non-recovery of these receivables occurs, a provision for doubtful debts is formed.
b) Liquidity Risk
The Group keeps its liquidity risk at low levels through the availability of adequate cash or/and approved bank credit limits ensuring the fulfillment of the Group’s short-term financial liabilities. The Group’s liquidity ratio (current assets to current liabilities) amounted to 1,84 at December 31, 2023 towards 2,23 in the previous year. For the monitoring and management of liquidity risk the Group forms cash flow projections on a regular basis.
c) Interest Rate Risk
The Group’s exposure to the risk of changes in the interest rates relates to its short-term and long-term loans. The Group manages interest rate risk through keeping all loans at variable interest rates and at the same time the Group has entered into contracts of interest rate swaps in order to gain a fixed cost of long-term borrowing from a Euribor-index change. The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the interest rates change by one percentage point:
| Interest Rate Volatility | Impact on Company’s EBT | Impact on Group’s EBT | |
|---|---|---|---|
| 01.01.2023 | 1,00% | (537.307) | (634.730) |
| 31.12.2023 | -1,00% | 537.307 | 634.730 |
| 01.01.2022 | 1,00% | (664.267) | (786.048) |
| 31.12.2022 | -1,00% | 664.267 | 786.048 |
d) Exchange Rate Risk
The Group operates in Southeast Europe and as a result any change in the operating currencies of those countries towards other currencies exposes the Group to risk of exchange rate. The main currencies involved in the Group’s transactions are Euro and Bulgarian Lev.e) Inventory Loss Risk
The Management of the Group takes all the necessary measures (insurance, storage) in order to minimize the risk and the contingent loss due to inventory loss from natural disasters, thefts, etc. Moreover, due to the inventory΄s high turnover ratio and the simultaneous inventory’s long duration (expiry date), the risk of their obsolescence is very limited.
f) Risk of Price Fluctuation of Raw Materials
The Group is exposed to risk derived from the fluctuation in prices of the used raw materials for its products. The fluctuation in prices of the raw materials during the recent years as well as the general economic crisis lead to the conclusion that this fluctuation will continue to exist. Therefore, exposure to that risk is considered high and for that reason the Group's Management takes all the necessary measures in order, firstly, to eliminate the Group’s exposure to that risk through achieving specific agreements with its suppliers and the use of derivative financial instruments and secondly, to timely adjust its pricing and commercial policy.
g) Other Operating Risks
Management has installed a reliable “System Of Internal Control” in order to detect malfunctions and exceptions within its commercial operations. In this context, operational, strategic, regulatory, financial and legal risks as well as risks relating to information systems are assessed and monitored. The Group is exposed to operational risks which Management treats them either with safeguards or transferring the risk to third parties (e.g. insurance companies). Property insurance and other risk cover are adequate.
The Company’s shares are common and listed on the Athens Stock Exchange's market bearing the symbol LOULI. The Company’s share capital at 31.12.2023 amounts to € 16.093.063,20 divided into 17.120.280 common nominal shares of an amount of € 0,94 per share.
| 31.12.2023 | 31.12.2022 | Change % | |
|---|---|---|---|
| EUR:BGN | 1,95583 | 1,95583 | 0,00% |
| Average 01.01.2023-31.12.2023 | Average 01.01.2022-31.12.2022 | Change % | |
|---|---|---|---|
| EUR:BGN | 1,95583 | 1,95583 | 0,00% |
If necessary, the comparative amounts have been adjusted to comply with the current period's presentation. Differences in totals are due to rounding.
On the fixed assets of the parent Company, mortgages and footnotes have been subscribed for a total amount of, € 40,8 million at 31.12.2023 to secure bond loans of amount € of 17,0 million.
No litigation and arbitration cases of management bodies exist that may have significant impact on the Company’s financial position. Pending litigation cases exist, the final outcome of which will not affect significantly the Company’s financial position.
Number of staff employed at the end of current year 31.12.2023: Group 371, Company 269, compared to 365 for the Group and 264 for the Company in the previous year.
The cumulative sales and purchases from the beginning of the year and the balances of the Company's receivables and payables at the closing of the current year arising from transactions with related parties within the meaning of IAS. 24 are as follows:
Group
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | |
|---|---|---|
| Sales of Goods and Services | Purchases of Goods and Services | |
| Associates | 376.158 | 0 |
| Executives and Members of the Management | 0 | 0 |
| Total: | 376.158 | 0 |
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Receivables | Liabilities | |
| Associates | 125.000 | 0 |
| Executives and Members of the Management | 505.935 | 1.965 |
| Total: | 630.935 | 1.965 |
Company
| 01.01.2023 - 31.12.2023 | 01.01.2022 - 31.12.2022 | |
|---|---|---|
| Sales of Goods and Services | Purchases of Goods and Services | |
| Kenfood SA | 832.168 | 2.787.115 |
| Greek Baking School S.A. (removal from G.E.M.I. on 29/09/2023) | 0 | 0 |
| Loulis Logistics Services SA | 480 | 0 |
| Loulis International Foods Enterprises Bulgaria Ltd | 0 | 0 |
| Loulis Mel-Bulgaria EAD | 239.907 | 2.819.205 |
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd | 1.200 | 0 |
| Affiliated Companies | 1.158 | 0 |
| Executives and Members of the Management | 0 | 0 |
| Total: | 1.074.913 | 5.606.320 |
| 31.12.2023 | 31.12.2022 | |
|---|---|---|
| Receivables | Liabilities | |
| Kenfood SA | 144.095 | 570.571 |
| Greek Baking School S.A. (removal from G.E.M.I. on 29/09/2023) | 0 | 0 |
| Loulis Logistics Services SA | 0 | 0 |
| Loulis International Foods Enterprises Bulgaria Ltd | 0 | 0 |
| Loulis Mel-Bulgaria EAD | 0 | 0 |
| LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd | 0 | 0 |
| Affiliated Companies | 0 | 0 |
| Executives and Members of the Management | 0 | 266 |
| Total: | 144.095 | 570.837 |
| | Group | | Company |
| :------------------------------------------------------------- | :--------- | :--------- | :--------- | :--------- |
| | 31.12.2023 | 31.12.2022 | 31.12.2023 | 31.12.2022 |
| Salaries and Other Fees | 1.405.640 | 1.619.480 | 983.130 | 908.930 |
| Total: | 1.405.640| 1.619.480| 983.130| 908.930|
There are no other significant transactions with the associated companies for 2023.
The Company, at the date of completion of the financial statements, did not hold any own shares.
Investments in fixed assets for 2023 amount to € 3.315 thousand for the Group and € 2.551 thousand for the Company.
The Group’s contingent liabilities/receivables relate to the Banks, other guarantees and other issues arising from the Group’s usual operations and they are not expected to have significant additional burden to the Group. In addition, the Company has provided guarantees for the loans of its subsidiaries.
For the fiscal years 2011 up to 2015 the Greek Public Limited companies (SA) whose Financial Statements were mandatorily audited by a Certified Auditor, were subject to tax audit by the same Auditor or audit firm who audited their annual Financial Statements and received “Tax Compliance Certification” according to par.5, art.82 of L.2238/1994 and art.65A of L.4174/2013. For the fiscal years 2016 and onwards the tax audit and the provision of the “Tax Compliance Certification” is optional. The Group has chosen to continue being tax audited by the Auditors, which is now optional for the Group’s most significant subsidiaries. It is noted that according to the tax legislation on 31.12.2023, the fiscal years up to 2017 are considered to be written off. The parent Company “LOULIS FOOD INGREDIENTS SA” and its subsidiary “KENFOOD SA” have been subjected to tax auditing from Certified Auditor and have received “Tax Compliance Certification” for the years until 31.12.2022. For the fiscal year 2023 the parent Company “LOULIS FOOD INGREDIENTS SA” and its subsidiary “KENFOOD SA”, have been subjected to tax auditing from an auditor in accordance with Law 4174/2013 article 65A as currently in effect. The audit for 2023 is in progress and the related tax certificate is expected to be provided after the publication of financial statements of 2023. If upon completion of the tax audit additional tax liabilities occur, we consider that they will not have significant impact on the Financial Statements. Taking into account the above, the table in note 5.2 "Group’s structure" shows the years for which the tax obligations of the Company and its subsidiaries have not become final.
The BoD of the Company after taking into account the financial results of the year 2023, the financial position of the Company, the prospects as well as the conditions prevailing in the wider financial environment shall propose in the following Annual General Meeting of the Shareholders the distribution of dividends from the profit of the year 2023 of a gross amount of € 0,12 per share. The proposed distribution is subject to the approval of the Ordinary General meeting of the Shareholders.
The date of the approval of the Financial Statements by the Board of Directors is 24.04.2024.
The Financial Statements, as well as the accompanying notes and disclosures, may contain particular assumptions and calculations concerning future events in relation to the operations, development and the financial performance of the Company and the Group. The most significant events after December 31st, 2023 are: Reconstitution of the Board of Directors into a body. On January 8th, 2024, following the positive proposal of the Company’s Remuneration and Nomination Committee, the BoD decided and elected Mr. Arnoud van den Berg as a new non-executive member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri of Bruno, for the remainder of the BoD’s term i.e. until 22/6/2026. Therefore, the BoD of the Company formed again into a body as follows:
The term of the aforementioned Board of Directors is of four (4) year i.e. until 22/6/2026 which shall be extended until the expiry of the deadline, within of which the immediately following Ordinary General Meeting must convene and until taking such decision. There are no other events that have occurred after December 31st, 2023 that shall have a material impact on the Group's and Company's Financial Statements.
Sourpi, April 24, 2024
The Chairman of the Board of Directors
Nikolaos K. Loulis
ID ΑΗ 778710/2009
The CEO
Nikolaos S. Fotopoulos
ID ΑΝ 553616/2018
The Chief Accountant
Georgios K. Karpouzas
ID ΑP 100282/2022
| 213800SZN4MZXLBCIB60 | 2023-12-31 | 213800SZN4MZXLBCIB60 | 2022-12-31 | 213800SZN4MZXLBCIB60 | 2023-01-01 | 2023-12-31 | 213800SZN4MZXLBCIB60 | 2022-01-01 | 2022-12-31 | 213800SZN4MZXLBCIB60 | 2021-12-31 | |
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| 213800SZN4MZXLBCIB60 | 2023-01-01 | 2023-12-31 | 213800SZN4MZXLBCIB60 | 2023-12-31 | |
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| LOU:NonTaxableReserveMember | |||||
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| ifrs-full:RevaluationSurplusMember | |||||
| ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember | |||||
| ifrs-full:MiscellaneousOtherReservesMember | |||||
| ifrs-full:RetainedEarningsMember | |||||
| ifrs-full:EquityAttributableToOwnersOfParentMember | |||||
| ifrs-full:NoncontrollingInterestsMember |
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iso4217:EUR
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