1
Index
St
atements Of Representatives Of The Board Of Directors ....................................................... 3
Annual Report Of The Board Of Directors ................................................................................ 4
Independent Auditor’s Report ...............................................................................................74
Annual Financial Statements .................................................................................................82
1. Statement of Financial Position .........................................................................................82
2. Statement of Comprehensive Income ................................................................................83
3. Statement of Changes in Equity ........................................................................................84
4. Cash Flow Statement .......................................................................................................86
5. Notes on the Annual Financial Statements ..........................................................................87
5.1 General Information....................................................................................................87
5.2 Group’s Structure .......................................................................................................87
6. Basis for the preparation of the Financial Statements ..........................................................88
6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting
Standards (IFRS) .............................................................................................................88
6.2 Basis for the preparation of the Financial Statements . ...................................................88
6.3 Reporting Period .........................................................................................................88
6.4 Presentation of Financial Statements ............................................................................88
6.5 Significant Accounting Policies .....................................................................................88
6.6 Significant Accounting Estimations ...............................................................................88
6.7 Change in Accounting Policies ......................................................................................88
6.8 Accounting Principles Applied ......................................................................................89
6.9 Significant Accounting Estimates and Judgements .........................................................96
7. Analysis of the Financial Statements ..................................................................................99
7.1 Information by segment ..............................................................................................99
7.2 Property, Plant and Equipment .................................................................................. 101
7.3 Investment Property ................................................................................................. 102
7.4 Right of Use Assets/Leases ........................................................................................ 103
7.5 Other Intangible Assets ............................................................................................. 104
7.6 Goodwill .................................................................................................................. 105
7.7 Investments in Subsidiaries ....................................................................................... 105
7.8 Other Non-Current Receivables .................................................................................. 106
7.9 Inventory ................................................................................................................. 106
7.10 Trade Receivables ................................................................................................... 106
7.11 Derivative Financial Assets/Liabilities ........................................................................ 107
7.12 Cash and Cash Equivalents ...................................................................................... 107
7
.13 Other Current Assets ............................................................................................... 108
7.14 Other Reserves ....................................................................................................... 108
7.15 Long-Term and Short-Term Borrowings .................................................................... 108
2
7.16 Deferred Tax Liabilities ............................................................................................ 110
7.17 Liabilities for Retirement Benefits ............................................................................. 111
7.18 Other Non-Current Liabilities .................................................................................... 112
7.19 Trade Payables ....................................................................................................... 112
7.20 Tax Liabilities ......................................................................................................... 112
7.21 Accrued & Other Current Liabilities ........................................................................... 113
7.22 Revenue ................................................................................................................ 113
7.23 Other Income ......................................................................................................... 113
7.24 Distribution Expenses .............................................................................................. 114
7.25 Administration Expenses .......................................................................................... 114
7.26 Other Expenses ...................................................................................................... 114
7.27 Financial Expenses/Income ...................................................................................... 115
7.28 Tax Expenses ......................................................................................................... 115
7.29 Profit/(Loss) from Revaluation of Assets ................................................................... 116
7.30 Earnings per Share (Basic & Diluted) ........................................................................ 116
8. Financial Risk Management-Objectives & Perspectives....................................................... 117
8.1 Financial Instruments ................................................................................................ 117
8.2 Financial Risk Factors ................................................................................................ 118
9. Other Information .......................................................................................................... 120
9.1 LOULIS FOOD INGREDIENTS S.A. Shares ................................................................... 120
9.2 Main Exchange Rates for Balance Sheet and P&L ........................................................ 120
9.3 Comparative Information ......................................................................................... 120
9.4 Existing Encubrances ................................................................................................ 120
9.5 Litigation and Arbitration Cases.................................................................................. 120
9.6 Number of Employed Personnel ................................................................................. 120
9.7 Transactions with Related Parties ............................................................................... 120
9.8 Own Shares ............................................................................................................. 121
9.9 Capital Expenditures ................................................................................................. 122
9.10 Contingent Liabilities/Receivables ............................................................................. 122
9.11 Dividend per share .................................................................................................. 122
9.12 Approval of Financial Statements ............................................................................. 122
9.13 Notes on Future Events ........................................................................................... 123
3
Statements Of Representatives Of The Board Of Directors
(Pursuant to article 4, par. 2 of Law 3556/2007)
The herein below members of the Board of Directors of LOULIS FOOD INGREDIENTS SA:
1. Mr Nikolaos K. Loulis - Chairman of the Board of Directors
2. Mrs Elisavet S. Kapelanou – Alexandri - Vice Chairman of the Board of Directors
3. Mr Nikolaos S. Fotopoulos - CEO
specifically appointed as per today’s decision (26 April 2023) of the Company’s Board of Directors
DO HEREBY DECLARE THAT
To the best of our knowledge:
a. The attached Annual Financial Statements for the Company and the Group, which have been prepared in
accordance with the applicable Accounting Standards, fairly represent the assets and liabilities, the equity
and operating results for LOULIS FOOD INGREDIENTS SA, as well as of the companies included in the
consolidation as a whole and
b. The Annual Report of the Board of Directors fairly represents the development, performance and position
of LOULIS FOOD INGREDIENTS SA, as well as of the consolidated companies as a whole, including of the
description of the main risks and uncertainties they face.
The Chairman of the BoD
The Vice Chairman of the BoD
The CEO
Nikolaos K. Loulis
Elisavet S. Kapelanou – Alexandri
Nikolaos S. Fotopoulos
4
Annual Report Of The Board Of Directors
Of LOULIS FOOD INGREDIENTS SA
on the financial statements for the fiscal year from
1st January 2022 to 31st December 2022
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, 2022 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, 2022 to December 31, 2022, the significant events
that took place in 2022, 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.
A. Financial Review 2022
The Group’s Turnover (Sales) for 2022 amounted to € 197,91 million, increased by 46,70% compared to €
134,91 million in 2021. At the same time, the Company’s turnover amounted to € 173,30 million compared
to € 119,72 million in the previous year, having increased by 44,75%.
Regarding the Sales per Segment, a significant decrease was recorded in the sold quantities of the category
“Flour mill consumer products & Mixtures for Bakery and Pastry” both in the Group and the Company, which
accounted for the current year to 21,2 thousand tonnes compared to 22,4 thousand tonnes in the previous
year. On the contrary, the Sales of that category increased significantly in 2022 by 19,89% for the Group and
19,83% for the Company compared to the previous year. The sold quantities of “Flour mill business products”
in the current year for the Group, amounted to 248,7 thousand tonnes, having increased by 3,12% compared
to the prior year whereas similarly the sold quantities of “Flour mill business products” for the Company
amounted to 220,0 thousand tonnes, having increased by 1,99% compared to the prior year. Therefore, the
sales of this segment in 2022 amounted to € 135,03 million for the Group and € 121,74 million for the
Company, having recorded a significant increase of 48,64% and 46,06% respectively, compared to the prior
year. The sales of “Mixtures & Raw Materials for Bakery and Pastry”, for 2022, performed total sales to third
parties of € 11,30 million compared to € 7,98 million in the previous year, having significantly increased by
41,67%. The increase in the sales of the aforementioned categories was due to the rise of the selling-price
of that category within 2022 in order to offset the unprecedented rise in the price of raw materials and the
5
energy cost in the production. Lastly, the sold quantities of the category “Cereals” for the Group and the
Company for 2022 amounted to 69,8 thousand tonnes having increased by 4,44% compared to the previous
year. Sales of “Cereals” to third parties, for 2022, amounted to € 34,56 million for the Group and € 34,37 for
the Company, showing a significant increase compared to € 21,85 million for the Group and € 21,76 million
for the Company in 2021. That significant increase in the sales of “Cereals” was due to the unprecedented
rise in the purchase price of cereals for the period 2021-2022 locally and internationally as mentioned above.
The Group’s Cost of Sales for 2022 amounted to € 169,97 million compared to € 115,39 million in 2021,
increased by 47,30%. At the same time, the Company’s cost of sales amounted to € 150,29 million compared
to € 102,64 million for 2021, having increased by 46,42%.
That increase in the cost of sales is due to a) the significant and ongoing rise in the price of key categories
of raw materials in the local and international market, b) the significant increase of transportation cost and
particularly of the fares of container-transportation for bulk raw materials and c) the significant rise of energy
cost.
Accordingly, the Gross Profit for 2022 amounted to € 27,94 million for the Group and € 23,01 million for
the Company, increased by 43,13% compared to € 19,52 million in 2021 for the Group and increased by
34,74% compared to € 17,08 million in the previous year for the Company. While, the ratio of cost of sales
to sales, for 2021, from 14,47% for the Group and 14,27% for the Company, decreased, in 2022, to 14,12%,
for the Group and 13,28% for the Company. That decrease of the Gross Profit is due to the continuously
increasing cost of sales in the first half of 2022 despite increase in selling-prices from the first quarter of 2022
onwards.
The Group’s Administrative Expenses and Distribution Expenses amounted for 2022 to € 25,18 million
increased by 25,71% compared to the previous year which was € 20,03 million, while they decreased as a
percentage to sales since in the previous year they represented 14,85%% of sales compared to 2022 when
they represent 12,72%. Respectively, the Company’s administrative expenses and distribution costs
amounted to € 20,94 million for the current year increased by 21,32% compared to € 17,26 million for the
previous year, while the Company’s ratio of administrative expenses and distribution costs to sales decreased
to 12,08% for 2022 compared to 14,42% for 2021. In particular, the Group’s Distribution Costs, as a
percentage to total sales decreased, since in 2021 they represented 10,39% of sales compared to 8,44% for
the current year whereas the Administrative Expenses amounted to € 8,47 million for 2022 having increased
by 40,93% compared to the previous year. Similarly, the Company’s Distribution Costs, as a percentage to
total sales decreased, since in 2021 they represented 9,98% of sales compared to 7,87% for the current
year, whereas the Administrative Expenses amounted to € 7,29 million for 2022 having increased by 37,03%
compared to the previous year.
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The Group’s Financial Expenses amounted to € 2,46 million for 2022 having increased by 49,09%
compared to the previous year when they amounted to € 1,65 million, while they also increased as a
percentage to sales from 1,22% to 1,24%. Accordingly, the financial expenses of the Company amounted to
€ 2,21 million for the current year, having increased by 56,74% compared to the respective year of 2021,
while as a percentage to sales they increased from 1,18% to 1,28%. The increase of the financial expenses
for the Group and the Company for 2022 is due to the Company’s increased needs in working-capital
compared to the previous year as well as the Euribor’s increase in the first quarter of 2022 and beyond.
The Total Depreciation for 2022 for the Group amounted to € 5,24 million and € 4,71 million for the
Company, compared to € 5,20 million for the Group and € 4,70 million for the Company for the prior year,
having increased by 0,77% for the Group and 0,25% for the Company. As a percentage to sales, total
depreciation decreased from 3,85% to 2,65% for the Group and from 3,92% in 2021 to 2,72% for the current
year for the Company.
Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)
1
for 2022 amounted to
€ 12,15 million for the Group and € 10,06 million for the Company, increased by 54,78% from € 7,85 million
in 2021 for the Group and increased by 40,50% from € 7,16 million in 2021 for the Company. While as a
percentage of sales from 5,82% and 5,98% in 2021 for the Group and Company respectively, they increased
to 6,14% in 2022 for the Group and decreased to 5,80% in 2022 for the Company.
Taking into account all the above, the Group’s Net Profit before Tax increased significantly to € 2,44 million
for the current year compared to € 0,81 million for the prior year . As a percentage to sales it increased from
0,60% in 2021 to 1,23% in 2022.
Respectively, for the Company the Net Profit before Tax amounted to € 1,28 million for 2022 compared
to € 0,90 million in the previous year, increased by 42,22%. As a percentage to sales, it decreased from
0,75% in 2021 to 0,74% in 2022.
Income tax amounted to € -0,59 million for the Group in 2022 from € 0,39 million for the previous year and
respectively for the Company from € 0,40 million to € -0,72 million. That significant change in the income tax
is due to the high profitability for 2022 and the effect of the decrease of the Corporate Income Tax Rate from
24% to 22% on the basis of the Deferred Tax Assets and Liabilities occurred in the previous year.
Following the above, the Group’s Net Profit after Tax amounted to € 1,84 million for the current year
(distributed to the Company’s shareholders) compared to € 1,19 million in the previous year and as a
percentage to sales it amounted to 0,93% in 2022 from 0,88% in 2021. Similarly, the Company’s net profit
after tax amounted to € 0,56 million in 2022 compared to € 1,30 million in the previous year and as a
percentage to sales it amounted from 1,09% in 2021 to 0,32% in 2022.
7
For the year 2022, the Operating cash flows for the Group and the Company amounted to
€ -8,20 million and € -5,97 million respectively, while in the previous year it amounted to € -0,93 million for
the Group and € -3,05 million for the Company.
The Purchases of Tangible and Intangible Assets for the Group and the Company in 2022 amounted to
€ 4,91 million and to € 3,25 respectively from € 4,02 million and to € 1,76 in 2021.
The Group’s Total Net Borrowing
1
at December 31, 2022 amounted to € 67,59 million
compared to € 52,17 million at December 31, 2021, showing an increase of 29,56%, while the Company’s
total net borrowing at December 31, 2022 amounted to € 57,45 million compared to € 45,99 million at
December 31, 2021, having increased by 24,92%. That rise in the net borrowing for 2022 is due to the
increased needs in working-capital of the Group and the Company compared to the previous year.
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:
Group’s Basic Ratios
01.01.2022 - 31.12.2022 01.01.2021 - 31.12.2021 01.01.2020 - 31.12.2020
1
Total net Borrowing
1
67.590.843
5,56
6,65
45.389.727
4,91
EBITDA
1
12.153.268
9.250.683
2
EBITDA
1
12.153.268
5,08
5,02
9.250.683
4,05
Interest Paid
2.393.288
2.282.728
3
Non-Current Assets
112.341.587
1,66
2,09
106.019.979
2,34
Total Net Borrowing
1
67.590.843
45.389.727
4
Total Net Borrowing
1
67.590.843
0,69
0,56
45.389.727
0,50
Total Equity
97.547.025
91.465.588
5
Total Current Assets
110.526.876
2,23
2,11
72.199.265
4,16
Total Current Liabilities
49.506.217
17.336.229
6
Total Liabilities
125.321.438
1,28
1,11
86.753.656
0,95
Total Equity
97.547.025
91.465.588
Company’s Basic Ratios
01.01.2022 - 31.12.2022 01.01.2021 - 31.12.2021 01.01.2020 - 31.12.2020
1
Total Net Borrowing
1
57.449.147
5,71
6,43
39.416.863
4,40
EBITDA
1
10.055.606
8.959.172
2
EBITDA
1
10.055.606
4,64
5,34
8.959.172
4,87
Interest Paid
2.168.007
1.837.921
3
Non-Current Assets
109.229.050
1,90
2,31
107.369.077
2,72
Total Net Borrowing
1
57.449.147
39.416.863
4
Total Net Borrowing
1
57.449.147
0,59
0,49
39.416.863
0,42
Total Equity
97.320.079
92.926.256
8
5
Total Current Assets
94.096.944
2,55
2,25
61.233.407
4,02
Total Current Liabilities
36.891.052
15.250.203
6
Total Liabilities
106.005.915
1,09
0,97
75.676.228
0,81
Total Equity
97.320.079
92.926.256
1
For explanations and the calculation of the indicators see section “ Z. Alternative Performance Measures (APMs)”.
B. Group’s Companies and Branches
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
99,99%
Direct
GREEK BAKING SCHOOL SA Keratsini, Attica, Greece - 99,70% Direct
LOULIS LOGISTICS
SERVICES SA
Sourpi, Magnisia, Greece - 99,68% Direct
LEP ENERGY COMMUNITΥ
COOPERATIVE SOCIETY
WITH LIMITED LIABILITY
Keratsini, Attica, Greece - 20,00% Direct
LOULIS INTERNATIONAL
FOODS ENTERPRISES
BULGARIA LTD
Nicosia, Cyprus - 100,00% Direct
LOULIS MEL-BULGARIA EAD General Toshevo, Bulgaria - 100,00% Indirect
C. Significant Events in 2022
The most significant events that took place during 2022 are as follows:
Completion of the Audit of the Investment on Sourpi according to Inv. Law 3299/2004
On February 22, 2022, with the decision numbered 19460 of the Head of the General Directorate of Private
Investments, of the Ministry of Development and Investments, the audit of the Company's investment
referred to the "Modernization of the flour production unit at the Industrial Unit of Sourpi Magnesia" was
completed, which was implemented in accordance with the provisions of Law 3299/2004. The total finalized
subsidized cost of the investment amounts to € 4.057.160, while the amount of the grant amounts to €
1.014.290, i.e. 25% of the total subsidized cost of the investment.
Acquisition of property, plant and equipment in Tyrnavos Thessaly.
On March 30
th
2022, the procedures for the acquisition of property and plant (land and buildings) and
equipment (machinery and other equipment, vehicles, receivable from third parties) at the spot “Ammos” of
the Municipal Department of
Tyrnavos Thessaly (1
st
klm Tyrnavos-Larissa Ave) for a price of € 1,05 million,
have been completed.
9
Issuance of Bond Loan
On April 13, 2022 the Company proceeded with the issuance of a bond loan of total amount of € 4,0 million
of two-years duration, in order to cover its working-capital needs. The loan has been granted by National
Bank of Greece SA (Program NBG Loan for Agriculture and Bioeconomy) with funds of the European
Investment Bank.
Issuance of Bond Loan
On April 26, 2022 the Company proceeded with the issuance of a bond loan of total amount of € 4,0 million
of three-years duration, in order to cover its working-capital needs. The loan has been granted by Piraeus
Bank SA with funds of the European Investment Bank through Pan European Guarantee Fund (EGF).
Issuance of Bond Loan
On June 14, 2022 the Company proceeded with the issuance of a bond loan of total amount of € 10,0 million
of three-years duration, in order to cover its working-capital needs. The loan has been granted by ALPHA
BANK SA.
Issuance of Bond Loan
On June 16, 2022 the subsidiary of the Group “KENFOOD SA” proceeded with the issuance of a bond loan of
total amount of € 2,0 million of two-years duration, in order to refinance its existing borrowing and to cover
its working-capital needs. The loan has been granted by National Bank of Greece SA with the parent Company
of the Group guarantee.
Decisions of the Ordinary General Meeting of the Shareholders of the Company
On June 22
nd
, 2022 the Annual General Meeting of Shareholders took place where 56,3% of the share capital
was represented, which means that the shareholders and the shareholders’ representatives who attended
and voted represented 9.640.687 shares and 9.640.687 votes.
The Annual General Meeting of 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):
1. The Annual Financial Statements for the Company and the Group in accordance with the International
Financial Reporting Standards, for the fiscal year 01.01.2021 to 31.12.2021 have been approved by 9.640.687
votes, equal to 56,3% of the share capital after the hearing and approval of the relative Reports of the Board
of Directors and the Certified Auditors. At the same General Meeting it was decided by 9.640.687 votes, equal
to 56,3% of the share capital, the distribution of dividends to shareholders of an amount of 1.027.216,80
which is equal to € 0,06 (gross) per share. A Statutory Reserve of an amount of € 70.517,97 has been formed
from the year’s profit. Cut-off date has been set 27
th
June 2022, record date has been set 28
th
June 2022
and payment date has been set 1
st
July 2022 through bank institution or Athens Exchange Group. The
10
Chairman of the Audit Committee submitted and presented to the shareholders the Audit Committee Annual
Report of the year 2021.
2. The overall management that took place during the fiscal year ended 31.12.2021 has been approved by
9.640.687 votes, equal to 56,3% of the share capital and the Certified Auditors were discharged by 9.640.687
votes, equal to 56,3% of the share capital, from any liability for indemnity for the fiscal period 01.01.2021‐
31.12.2021 as well as for the Financial Statements of the same fiscal year.
3. The audit firm "BDO Auditors Accountants SA" with registration number ELTE 173 and in particular the
Statutory Auditor Andriana K. Lavazou (R.N. SOEL: 45891, R.N. ELTE: 2657 and T.I.N.: 300190488) and the
alternate Auditor Andreas Th. Konstantinou (R.N. SOEL: 30441, R.N. ELTE: 1439 and T.I.N.: 106872098) for
the audit of the annual financial statements of the Company and the Consolidated Financial Statements in
accordance with International Financial Reporting Standards for the fiscal period 01.01.2022 to 31.12.2022,
were elected by 9.640.687, equal to 56,3% of the share capital.
4. The Remuneration Report for the year 2021 has been discussed and approved, on a consultative basis, by
9.640.687 votes, equal to 56,3% of the share capital.
5. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, an advance payment
remunerations to the members of the Board of Directors of the Company for the financial year 2022, total
amount up to € 200.000,00. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital,
the advance payment of remuneration to the members of the Board of Directors and the Audit Committee
during the financial year 2021 (1.1.2021–31.12.2021) total amount of € 133.500,00.
6.Following the May 25
th
2022 written (positive) proposal of the Company's Remuneration and Nomination
Committee and the relevant June 1
st
2022 recommendation of the Company's Board of Directors, it was
unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of the
Suitability Policy for members of the Board of Directors of the Company, in accordance with the provisions of
article 3 of L.4706/2020 and the guidelines of the Hellenic Capital Market Commission, as analyzed in
particular in number 60 / 18.09. 2020 Circular thereof, as well as the Greek Code of Corporate Governance
(EKED - issue June 2021), adopted by the Company.
7.The new Board of Directors was elected, unanimously, with 9.640.687 votes, i.e. with a percentage of
56,3% of the share capital, with a four-year term, i.e. until June 22nd 2026, which will be extended until the
end of the period, within which the next Ordinary General Assembly must be convened and until the relevant
decision is taken, following the recommendation of the Board of Directors from June 1, 2022, which taking
into account the provisions of articles 5 and 9 of Law 4706/2020 and the policy suitability of the members of
the Board of Directors, submitted to the General Assembly the relevant report of article 18 par. 1 of Law
4706/2020, following the relevant recommendation from May 25, 2022 of the Remuneration and Nominations
Committee. The new Board of Directors consists of the following members and the independent non-executive
members of the said Board of Directors were appointed pursuant to Law 4706/2020, as follows:
1. Nikolaos Loulis, of Konstantinos
2. Nikolaos Fotopoulos, of Spyridon
11
3. Spyridon Theodoropoulos of Ioannis
4. Gianluca Fabbri of Bruno
5. Konstantinos Macheras of Dimitrios, Independent Non-Executive Member
6. Elisavet Kapelanou – Alexandri of Spyridon, Independent Non-Executive Member
7. Georgios Taniskidis of Ioannis, Independent Non-Executive Member
The above independent non-executive members entirely meet the requirements of art. 9 of L.4706/2020
and therefore they are independent of the Company or any related parties.
8. By a vote of 9.640.687, ie 56,3% of the share capital, it is unanimously decided that the Audit Committee
of the Company to be a three-member committee, to be an 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 Board
of Directors and two (2) independent third parties, non-members of the Board of Directors and to have a
four years duration, i.e. until 22/6/2026, identical to the Board of Directors’ duration. The following individuals
are unanimously elected, by a vote of 9.640.687, ie 56,3% of the share capital, as members of the Audit
Committee, which is defined to be an independent joint committee consisting of one independent non-
executive member of the BoD and two independent third parties as follows:
1. Andreas Koutoupis of Georgios, Independent third party, Non-Member of the BoD
2. Elisavet Kapelanou – Alexandri of Spyridon, Independent Non-Executive Member of the BoD
3. Konstantinos Kontochristopoulos of Anastasios. Independent third party, Non- member of the BoD
The above-mentioned decision was taken following the relevant recommendation of the Company's BoD to
the Ordinary General Meeting of the Company's Shareholders with date June 1
st
2022, following a relevant
recommendation of the Remuneration and Nomination Committee dated May 25
th
2022 and after that the
composition of the Audit Committee was verified that is in accordance with the provisions of article 44 of law
4449/2017 as in force, provided that all its members have proven sufficient knowledge in the field in which
the Company operates and meet all the criteria and independence requirements set by art. 9 of L. 4706/2020.
Two of the members of the Audit Committee i.e. Andreas Koutoupis and Konstantinos Kontochristopoulos are
proven to have sufficient knowledge and experience in auditing and accounting
9. The authorization, in accordance with Article 98 par. 1 of L.4548/2018, to both the Board of Directors’
members and the Company’s Directors to participate in the Board of Directors or in the Management of other
related companies as those companies are defined in article 32 of Law 4308/2014 and, therefore, to conduct
on behalf of the related companies actions falling within the Company’s purposes, has been granted by
9.640.687votes, equal to 56,3% of the share capital.
10. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of Article
1 of the Company's Articles of Association in order the name of the Company to be "LOULIS FOOD
INGREDIENTS S.A." and the distinctive title "LOULIS FOOD INGREDIENTS".
11. Unanimously approved, by a vote of 9.640.687, ie 56,3% of the share capital, the amendment of Article
2 of the Company's Articles of Association in order the Municipality of Almyros, Municipal Community of
12
Sourpi, Prefecture of Magnesia (Port Loulis) to be specified as the Company’s registered offices. Following
the above amendments, described in items 10 and 11 of the agenda, the Articles of Association are codified
in a single text.
12. The report of the independent non-executive members of the Board of Directors, according to the
provision of article 9 par. 5 of Law 4706/2020, was submitted to the Ordinary General Meeting of the
Company's Shareholders.
Formation of the Board of Directors in a body
Following the election of the new BoD of the Company by the above General Meeting of the Shareholders on
22
nd
June 2022 and by its decision with the same date the new seven-member BoD was appointed as follows:
1. Mr. Nikolaos Loulis of Konstantinos, Chairman of the Board of Directors - Executive Member
2. Mrs. Elisavet Kapelanou – Alexandri of Spyridon,
Vice - Chairman of the Board of Directors -
Independent Non-Executive Member
3. Mr. Nikolaos Fotopoulos of Spyridon, Chief Executive Officer - Executive Member
4. Mr. Spyridon Theodoropoulos of Ioannis, Member of the Board of Directors, Non- Executive Member
5. Mr. Gianluca Fabbri του Bruno, Member of the Board of Directors, Non-Executive Member
6. Mr. Konstantinos Macheras of Dimitrios, Member of the Board of Directors, Independent Non-
Executive Member
7. Mr. Taniskidis Georgios of Ioannis, Member of the Board of Directors, Independent Non-Executive
Member
The term of the above BoD shall be four-years, i.e until 22.06.2026, 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.
Formation of the Audit Committee in a body and appointment of its Chairman
Following the decision of the Audit Committee of the Company with date June 22nd 2022 and after its
election by the Ordinary General meeting of the Shareholders of the Company on June 22
nd
2022 and its
appointment as independent joint committee in accordance with article 44 par. 1(a)(ab) L. 4449/2017, the
new three-member committee consisting of one (1) independent non-executive members of the BoD and
two (2) independent third parties non-memebers of the BoD
was appointed as follows:
1. Mr. Andreas Koutoupis of Georgios, Chairman of the Audit Committee, Independent third party,
Non-Member of the BoD
2. Mrs Elisavet Kapelanou – Alexandri of Spyridon, Member of the Audit Committee, Independent Non-
Executive Member of the BoD
3. Mr. Konstantinos Kontochristopoulos of Anastasios. Member of the Audit Committee, Independent
third party, Non- member of the BoD
13
The tenure of the Audit Committee which is equal with the tenure of the BoD shall be four years i.e. until
22.06.2026.
Dividend Distribution for the year 2021
On June 22, 2022 the Annual General Meeting of Shareholders approved the distribution of dividend to the
shareholders of a total amount of € 1.027.216,80 (€ 0,06 per share) form the profit of the year 2021.
The above gross amount has been subjected to a 5% withholding tax (€ 0,003 per share) and therefore the
shareholders received a net amount of € 0,057 per share.
From 27.06.2022 the shares of the Company will be traded on the Athens Stock Exchange Ex-dividend.
Beneficiaries of the dividend, are those shareholders who are registered in the Dematerialized Securities
System (DSS), which is managed by Greek Central Securities Depository SA, on 28th of June 2022 (Record
date). The dividend payment will be effected on July 1st 2022, and will be made by the payee bank ALPHA
BANK S.A. through the operators of DSS. Dividends that are not be collected within five (5) years, will be
written off in favor of the Hellenic state while the dividend payment procedure through the «ALPHA BANK
S.A.» branches network will be valid for one (1) year from the date of payment (up to July 1
st
, 2023).
Change of The Parent Company's Name
On June 22, 2022 the Ordinary General Meeting of the Shareholders of the Company decided to change the
name of the Company to "LOULIS FOOD INGREDIENTS SA” and the distinctive title to "LOULIS FOOD
INGREDIENTS". The name of the company is rendered in the English language as: "LOULIS FOOD
INGREDIENTS S.A." with the distinctive title "LOULIS FOOD INGREDIENTS".
The Ministry of Development and Investments with the no. 2650938 AP/28-06-2022 decision approved the
amendment of the relevant article of the Company's Articles of Association. The Corporate Transactions
Committee of the Athens Stock Exchange was informed of the above decision at its meeting of July 7, 2022
and determined that the name of the company on the Athens Stock Exchange changes from July 11, 2022.
Issuance of Bond Loan
On June 24, 2022 the Company proceeded with the issuance of a bond loan of total amount of € 7,0 million
of five-years duration, in order to refinance its existing borrowing and finance its overall business needs. The
loan has been granted by Eurobank SA.
Establishment of a subsidiary under the name
“LEP ENERGY COMMUNITΥ COOPERATIVE
SOCIETY WITH LIMITED LIABILITY”
On December 15, 2022 the Articles of Association 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
14
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.
D. Future Performance and Development
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 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 2023, 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 the period 2023-2025 are:
• Development of 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 2023 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 2023 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
15
regional demand, the effect from the monetary and fiscal policy measures etc., facts that the Group is not
able to influence.
The competitive production basis, the storage and supply facilities, the strong operating performance and
the adequacy of the financial liquidity are significant competitive advantages which shall allow the
continuation of the successful course, the smooth implementation of the Group’s strategic plan 2023-2025
and to ensure the business viability of the Group.
Ε. 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 monitors and 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, 2022 are not necessary.
The main risks that the Group is exposed to and is likely to face next year are as follows:
Macroeconomic Environment
The macroeconomic conditions have been affected negatively both in Greece and globally by the financial
risks derived from significant geopolitical tensions as well as the rapid rise of interest rates and the disruptions
in energy market which led prices of raw materials to increase.
Management continuously monitors and assesses the possible effect of any changes in the macroeconomic
and financial environment within the countries the Group operates taking into account the inetrnational
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.
«Covid-19» Pandemic Crisis
«Covid-19» Pandemic fluctuated during 2022, started with escalation and progressively declined till the end
while the continuously growing vaccination coverage of the population provided additional protection.
Therefore, from the second half of 2022 and onwards gradual lifting of the restricting measures and return
to normality have occurred. However, the Group, assisted with the necessary technological tools, supported
the hybrid model which has been adopted as a measure to address the pandemic, increased significantly
16
remote working rate during the second half of 2022, while at the same time retained all the preventive
measures adopted regarding “Working Safety and Security”
Group’s priority remains the protection and safety of its employees, ensuring of its smooth business operation
and particularly the uninterruptible supply of its products in the market.
Risk form Russian Invasion in Ukraine
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 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.
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
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 2,23 at December 31, 2022 towards 2,11 in the
previous year.
For the monitoring and management of liquidity risk the Group forms cash flow projections on a regular basis.
17
Interest Rate Risk
The Group’s expοsure 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 the 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:
Sensitivity Analysis on Interest Rate Changes
Interest Rate Volatility
Impact on Company’s EBT
Impact on Group’s EBT
01.01.2022
31.12.2022
1,00%
-664.267
-786.048
-1,00%
664.267
786.048
01.01.2021
31.12.2021
1,00%
-543.337
-618.246
-1,00%
543.337
618.246
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.
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).
Risk of Inventory Loss
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.
Risk of Price Variation of Raw Materials
The Group is exposed to risk derived from the variation 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 adjust its pricing and commercial policy timely and
accordingly.
Other Operating Risks
18
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 and 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.
F. Information about Labour and Environmental Policy
Human resources
The main pillar of the sustainable development of Loulis Food Ingredients Group is its people. In particular,
a strong family culture has been formed which is based on the Group’s values and the mutual respect, trust,
cooperation and team spirit ensuring the success of its people. The Group continuously invests in its people
in order to acquire various business advantages such as increased productivity, employees’ satisfaction,
involvement and sustenance of the manpower as well as attracting young and qualified people. In the long
term, defending employees’ interests and the support provided for their development are crucial for the way
the Group creates value. Discriminations are excluded from the Group’s practices and human rights and equal
opportunities are supported in every way according to the international standards.
Key priority and vision of the Group is to create, develop, evolve and take care of the leading team.
Employment and hiring
The Group takes very seriously the development and support of local communities while at the same time
wishes to employ employees who, apart from having the necessary qualifications, can strike a balance
between
labour requirements and personal, family and social needs.
For these reasons the Group has chosen to give priority and hire employees form local communities.
The whole staff of the Group is covered by the National collective labor agreement, since there are no
collective agreements in force which cover the specialties of the Group’s employees.
Equality and Diversity
Respect of human rights is fundamental principle for the sustainable development of the Group and of its
social partners. The Group commits itself to ensure that its people are treated with the proper dignity and
respect and recognizes that human resources consist of different people with their own personality, way of
life and goals. For that reason the Group:
• applies Human Rights Policy based on the human rights international principles as included in the Universal
Declaration of Human Rights, the
Declaration of the International Labour Organization on Fundamental
Principles and Rights at Work, the UN Global Compact and the UN Guidelines for Labour,
19
• investigate thoroughly and preventively whether there are claims of discriminations so as to take all the
disciplinary measures and to restore the human rights respect which is principal right within the Group’s
operation,
• aims to achieve UN Sustainable Development Goals for eliminating discriminations relating to gender
equality, age, nationality as well as diversity right as a whole,
• human rights and fights with its policies and actions to be an example within the Green business
environment and Greek society.
Health and Labor Safety
Within Loulis Food Ingredients Group the protection of the employees and all of those involved in the Group’s
chain value represent a crucial matter and an integral part of the Group’s policy, philosophy, work and daily
life. Nothing can be more important than the people and their safety who daily contribute to the development
of the Group. Health and safety are not a typical procedure yet a basic ingredient of the Group’s philosophy.
Specifically the Group:
• makes continuous efforts to improve the working conditions for each position through conducting daily
inspections in the working areas and trains the employees about the practices they have to follow in order
to remain safe within a healthy working environment (supply and mandatory use of Personal Protective
Equipment, information provided about the safe working procedures etc.),
• provides a safe and healthy working environment consistent with the applied legislation, regulations and
the internal health and safety requirements,
• conducts seminars, on an annual basis, of health and safety so as to provide employees a general training
as well as to inform them about any potential hazards may be involved in their job,
• commits itself for the interest of its employees, to the continuous improvement of health and safety in the
working areas, though, among other things, identifying safety hazards and addressing health and safety
issues,
• an occupational hazard study is being carried out and preventive inspections and maintenance of premises
are conducted based on a preventive maintenance schedule in order to detect and assess risks related to
labor,
• provides medical surveillance of all of our employees through the appointment of an Occupational
Doctor,
• applies strict prevention procedures in order to eliminate accidents and minimize days of absence from
work due to working accident,
Encouragement and Employees’ Participation in Decision-making Process
Loulis Food Ingredients Group continually encourages employees to express their ideas, participate in the
decision-making process and into the procedures of problems’ solutions, retaining the culture of open
20
communication. The Group has established various practices for the regular information of the employees for
the Group’s actions. Particularly:
• the applied policy of the “open door” the Group ensures conditions of mutual trust and understanding
since all the employees are able to communicate directly with the Management regarding the solution of
any working problem or other,
• setting up Working Groups (CFT) helped diverse ideas and views of people from different departments
and levels to be combined in order to carry out significant projects,
• with the use of the corporate platform for internal communication the regular corporate information of
the Group’s employees is achieved as well as the dynamic and flexible communication among Group’s
people.
Development and Training of Employees
Development and training of employees is main priority of Loulis Food Ingredients Group and is considered
as a crucial matter. The Group aims to the employees’ personal development and evolution as well as the
development of their skills. That is valuable to each of our employees individually because it enhances their
confidence and simultaneously it prepares them to meet the high standards of the products and services
provided to the customers and consumers.
The Group constantly invests in the development of its people, applying, in every stage of their occupational
course, training programs which enhance their technical and managerial skills.
Benefits to Employees
The contribution of the people to the Group’s development is continuously recognized through providing
employees with several benefits. In particular, the Group:
• offers competitive salaries so as to attract qualified staff and ensure a decent standard of living for all
employees,
• wishes to contribute substantially to strengthening the balance between professional and personal life of
employees,
• offers parental leave to male and female employees when a child is born,
• applies additional benefit policy that supports substantially the employees and their families (liquidity
assistance to meet any special need, medical insurance, providing products free of charge e.tc).
Environmental issues
All the people of Loulis Food Ingredients Group for more than 40 years are committed to ensure the proper
implementation of the environment policy. The Group invests constantly in modern technology for achieving
an environmental friendly operation in all production premises and eliminating the environmental impact.
Adopts specific Environmental Policy and implements practices which ensure the best environmental
21
protection and management of the environmental impact from the Group’s operation. The Group is based on
the principle of prevention so as to ensure the timely treatment of all environmental effects.
In particular, the Group:
• applies recycling plan of solid waste generated by the production process and other activities of the Group
(paper and plastic packages, metals, batteries, electric and electronic equipment etc.) with verified
providers (organizations and companies) of waste management,
• carries out disinsectisation of organic cereals and flour in controlled atmosphere conditions,
• applies approved sea anti-pollution plan in its privately owned ports,
• applies innovative practices for energy saving and reduction of the respective emissions,
• trains continually the employees for environmental issues and conducts emergency drills, fire-
extinguishing and decontamination,
• avoids the use of chemical cleaning products replacing them with biodegradable cleaners,
• uses re-useable palettes for the distribution of its products, adopting environmental friendly logistics
solutions with great benefits for the environment, the products and the customer,
•
aims to the efficient energy consumption within the production process through the adoption of
technologies with high energy efficiency and with reduced energy consumption required per every tonne
of obtained product,
• minimizes as much as possible the transfer of raw materials, products and employees in order to achieve
reduction of gas emissions to the environment.
G. Alternative Performance Measures (APMs)
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.
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)
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
22
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
Company
2022 2021
2022 2021
Sales
197.908.200
134.908.470
173.303.050
119.715.042
Profit/(Loss) before Tax 2.435.721 807.448
1.280.084 902.268
Other Income (excluding Other Operating Income) (815.871) (144.196)
(812.439) (120.554)
Other Expenses 1.970.273 199.794
1.927.064 150.510
Fair Value valuation of bonds and participations 872.638 142.662
872.638 142.662
Financial Income (5.028) (3.650)
(133.116) (29.050)
Financial Expenses 2.457.358 1.650.351
2.211.295 1.413.073
Depreciation
5.238.177
5.198.143
4.710.080
4.698.357
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA
12.153.268
7.850.552
10.055.606
7.157.266
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA) margin
6,14%
5,82%
5,80%
5,98%
Earnings before Interest and Tax (EBIT)
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".
Group
Company
2022 2021
2022 2021
Sales
197.908.200
134.908.470
173.303.050
119.715.042
Profit/(Loss) before tax 2.435.721 807.448
1.280.084 902.268
Other Income (excluding Other Operating Income)
(815.871)
(144.196)
(812.439)
(120.554)
Other Expenses 1.970.273 199.794
1.927.064 150.510
Fair Value valuation of bonds and participations 872.638 142.662
872.638 142.662
Financial Income (5.028) (3.650)
(133.116) (29.050)
Financial Expenses
2.457.358
1.650.351
2.211.295
1.413.073
Earnings before Interest and Tax (ΕΒΙΤ)
6.915.091
2.652.409
5.345.526
2.458.909
Earning before Interest and Tax (ΕΒΙΤ) margin
3,49%
1,97%
3,08%
2,05%
23
Total Net Borrowing
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”.
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Long-term Borrowing Liabilities
60.077.548
47.473.357
53.675.000
42.125.000
Short-term Borrowing Liabilities
18.527.222
14.351.250
12.751.710
12.208.732
Cash and Cash Equivalents (11.013.927) (9.653.358)
(8.977.563) (8.343.081)
Total Net Borrowing
67.590.843
52.171.249
57.449.147
45.990.651
H. Corporate Governance Statement
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-
31/12/2022. The reference date of the Corporate Governance Statement is 31.12.2022.
Corporate Governance Code
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:
Non-compliance/deviation from special practices
Section Α – Board of Directors
2.4. Remuneration of Members of the Board of Directors
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.
24
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.
Practices of Corporate Governance additional to Law
The Company does not apply Practices of Corporate Governance additional to the requirements of the
relevant legislation.
Main characteristics of the Company’s Internal Auditing and Risk Management Systems in
relation to the procedure for preparing financial statements
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:
• Control Environment, consisting at least of the followings:
o Integrity, Ethical Values and Management Behavior
o Organizational Structure
o Board of Directors
o Corporate Responsibility
o Human Resources
o
• Risk Management
• Control Activities
• Information & Communication
• Monitoring Activities in order to report findings for correction and improvement.
The Company’s Internal Auditing System aims at achieving the following targets:
a) Consistent implementation of the business strategy along with the effective use of the available resources.
25
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) Effective compliance of the Company 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 and non-
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 the 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.
26
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.
27
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 seperate 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.
Risk Management of the Company targets support to adequately and effectively the BoD in identifying,
assessing and managing significant risks related to the operation and activity of the Company and the Group
through appropriate and sufficient policies, procedures and tools.
The Regulatory Compliance of the Company aims at supporting the BoD to full and continuous compliance of
the Company towards the legislative and regulatory framework in force and the internal Regulations and
Policies governing its operation, providing anytime a clear view of the level of achievement of that objective.
The implemented policies and procedures are being assessed and redefined when they found to be
inadequate or when it is required by changes in the applicable legislation.
Evaluation of the Internal Control System Report and Application of the provisions of Corporate
Governance
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
is determined to have completed by 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.
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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.
Based on the evaluator’s work
as well as the evidence obtained, regarding the assessment of the adequacy
and effectiveness of the ICS of the Company and its significant subsidiaries
with a reference date of December
31, 2022, nothing has come to evaluator’s attention that could be considered as a material weakness of the
Company's ICS and its significant subsidiaries, in accordance with the Regulatory Framework.
The curriculum vitae of the Company’s Internal Auditor follows:
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.
General Meeting of Shareholders
Operation and main authorities of the General Meeting
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:
29
• 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.
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.
30
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 reached the General Meeting shall meet and 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 of 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
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
31
present or represented at the meeting, as well as the number of shareholders and their vote. In case one (1)
only shareholder is present at General Meeting, it is mandatory the presence of a notary, who subscribes to
the Minutes.
Rights of the shareholders and how to exercise those rights
Rights of participation and voting
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 (5
th
) 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 (3
rd
) day prior to the convening of the
General Meeting.
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 shareholders 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
32
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.
Other rights of the shareholders
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.
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
33
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
34
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 IB of the Annual
Report of the Board of Directors.
Composition and operation of the administrative, managing and supervising bodies of the
Company and of their committees.
Board of Directors
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 Assembly 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.
35
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.
Composition and operation of the Board of Directors
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
36
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 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. 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.
37
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
Gianluca Fabbri Member of the BoD, Non-
Executive Member of the BoD
22.06.2022 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
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, Chairman of the Board of Directors – Executive Member of the Board of
Directors
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
38
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, Vice-Chairman of the Board of Directors, Independent, Non-
Executive Member of the Board of Directors
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 that 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.
Nikolaos Fotopoulos, Chief Executive Officer – Executive member of the Board of Directors
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
39
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.
Spyridon Theodoropoulos, Member of the Board of Directors, Non-Executive Member of the
Board of Directors
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
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.
Gianluca Fabbri, Member of the Board of Directors, Non-Executive Member of the Board of
Directors
40
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.
Konstantinos Macheras, Member of the Board of Directors, Independent Non-Executive member
of the Board of Directors
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
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
41
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.
Georgios Taniskidis, Member of the Board of Directors, Independent Non-Executive member of
the Board of Directors
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
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
42
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 carrer 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. The Nomination & Remuneration Committee at its meeting on
12.04.2023 examined and verified again the compliance with the independence requirement of its
independent non-executive members.
Suitability Policy of the members of the Board Of Directors
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 decision of the General Meeting of the Company’s Shareholders in order to better adapt to
the Hellenic Corporate Governance Code of HCGC 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.
This Suitability Policy is available at the Company’s website (https://www.loulis.com).
During 2022, seventeen (17) meetings of the Board of Directors took place in total.
Convening of the Board of Directors
43
The following tale presents the participations of the members of the BoD in the meetings, either with natural
presence or via teleconference that took place during 2022:
NAME STATUS
PARTICIPATION IN
MEETINGS
COMMENTS
Nikolaos Loulis Chairman of the BoD, Executive
Member of the BoD
17/17
Elisavet Kapelanou-Alexandri Vice-Chairman of the BoD,
Independent, Non-Executive
Member of the BoD
17/17
Nikolaos Fotopoulos Chief Executive Officer –
Executive member of the BoD
17/17
Spyridon Theodoropoulos Member of the BoD, Non-
Executive Member of the BoD
7/10 Commencement of
term 22.06.2022
Gianluca Fabbri Member of the BoD, Non-
Executive Member of the BoD
7/10 Commencement of
term 22.06.2022
Konstantinos Macheras Member of the BoD,
Independent, Non-Executive
Member of the BoD
10/10
(At the meeting 1868/11-
10-2022 participated
through delegation)
Commencement of
term 22.06.2022
Georgios Taniskidis Member of the BoD,
Independent, Non-Executive
Member of the BoD
15/17
(At the meeting 1868/11-
10-2022 participated
through delegation)
Georgios Mourelatos Member of the BoD, Executive
Member of the BoD (from 1-6-
2021 until 22-6-2022)
7/7 End of term
22.6.2022
Khedaim Abdulla Saeed
Faris Alderei
Member of the BoD, Non-
Executive Member of the BoD
(from 1-6-2021 until 22-6-2022)
5/7 End of term
22.6.2022
Andreas Koutoupis Member of the BoD,
Independent, Non-Executive
Member of the BoD (from 1-6-
5/7 End of term
22.6.2022
44
2021 until 22-6-2022)
The main issues discussed in the meetings of the BoD during 2022, according to the adopted meeting calendar
are the following:
• Financial Statements approval
• Approval of Regulations and Policies in the context of compliance with the new law regarding corporate
governance.
• Approval of Remuneration Policy and Remuneration Report
• Issues related to subsidiaries
• Bond loans
• Approval of the Internal Audit Department plan
• Forming into body of the new BoD, defining the responsibilities and signing rights.
• Appointment of the Nomination & Remuneration Committee
• Preparation of succession plan for both BoD Members and senior management.
• Evaluation of the BoD members
Evaluation of the BoD members and BoD Committees.
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.
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. 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 in the
form of questionnaires and interviews as well as examination of their actions as recorded in the minutes of
their meetings.
45
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 wit the procedure mentioned above. In the context of that evaluation:
• The operation of the BoD and of its Committees, as collective bodies, has been considered satisfactory.
• It was found that the members of the BoD and of its Committees meet the criteria of the Company’s
Suitability Policy individually and collectively.
• It was found that the guarantees of morality and reputation, independence of judgment and time
commitment are met, taking into account the quality and the skills assigned to each member as well as
their other professional or individual commitments and conditions.
• It was found that each member of the BoD and of its Committees have sufficient knowledge and skills
for
the execution of their tasks required by their role and status.
• It was found that all the members of the Audit Committee
have sufficient knowledge of the Company’s
business activity while most of them have sufficient knowledge and experience on auditing or accounting.
• All the members of the Nomination & Remuneration Committee have the necessary knowledge and
experience in corporate remuneration as well as in selecting candidates for staffing positions of high
responsibility and authority.
• The collective suitability of the BoD members and of its Committees has been assessed satisfactory. It
was found that the BoD members are able to take proper decisions taking into account the business
model, the ability to take risks, the strategy and the markets in which the Company is active while the
members cover all the areas of knowledge required for the Company’s business activities.
• The composition of the BoD reflects the knowledge, skills and experience required for exercising of the
Company’s business activity, strategic plan, financial reports, risk identification and risk management.
• The Company has adequate gender representation 25% of the total number of members of the BoD and
in general ensures equal treatment and equal opportunities between the sexes within the BoD and its
Committees as well as within higher and highest hierarchical positions. Moreover, apart from the gender
diversity it was found that the Company offers equal hiring and career opportunities and does not perform
discriminations or exclusions due to race, color, ethnic or social origin, religion or conviction, financial
status, birth, disability, age or sexual orientation. In this context, it was found that the Diversity Policy of
the Company has been implemented satisfactory.
46
• The presence and participation of the BoD members in the meetings has been assessed satisfactory.
Chairman of the BoD (Executive member)
The role od 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 openmindedness 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 corect 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 positions.
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.
Vice-Chairman of the BoD (Independent Non-Executive member)
The independent non-executive Vice Chairman of the BoD is responsible, apart from the legal responsibilities,
for the coordination and effective communication of 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.
Chief Executive Officer (Executive member)
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 daily management of its
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 its contacts
47
and relations with external investors and financial institutions at the highest level and 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 for instance 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, its 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 current the 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 choices and
important decisions of the Company. He is also responsible for the operation, development, and performance
of the Company.
BoD Remuneration – Remuneration Report of the BoD pursuant to article 112. of Law
4548/2018
The Remuneration Report for the BoD members regarding the remuneration paid within 2022, 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 2023 for the approval of the financial results of the year
2022.
The Remuneration Policy and the Remuneration Report of the year 2021 are posted on the Company’s
following websites:
Remuneration Policy:
https://www.loulis.com/en/investor-relations/corporate-governance/board-
committees/remuneration-policy/
Remuneration Report 2021: https://www.loulis.com/en/investor-relations/corporate-governance/board-
committees/remuneration-report/
48
List of other professional commitments of the BoD members (including their professional
obligations as non-executive members in other companies and non-profit institutions)
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 SA
Chairman of the BoD
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)
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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)
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
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Chairman & CEO EUROHELLENIC SA
Vice-Chairman WONDERPLANT GREENHOUSES SA
Διαχειριστής EUROGRANT Single Member PC
BoD member LARISA FACE COVER SA
BoD member LAVDAS CANDIES SA
Vice-Chairman MEVGAL MACEDONIAN MILK INDUSTRY SA
Chairman & CEO BESPOKE SGA HOLDINGS SA
Chairman & CEO CHIPITA FOODS SA
BoD member S.A.G. INVST. & HOLDINGS LIMITED
BoD member CRYRED INVESTMENTS LIMITED
BoD member ION S.A. COCOA & CHOCOLATE MANUFACTURERS
BoD member KOTSIOPOULOI BROS SA
BoD member NAVIDOMO SERVICES LIMITED
BoD member CHPITA HOLDINGS LIMITED
BoD member GINENRISE INVESTMENTS LIMITED
BoD member CHIPITA INDIA CYPRUS LIMITED
BoD member CHIPITA GHANA CYPRUS LIMITED
BoD member EXODER LIMITED
BoD member BRITCHIP FOODS LIMITED
BoD member CHIPITA INDIA PRIVATE LIMITED
Councillor of the General
Council
BANK OF GREECE
Vice-Chairman SEB
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SΕΒ Representative – Not
elected member
STHEB
Member ΙOBE
Member ELIAMEP
Konstantinos Macheras
BoD member LION AND TURTLE SA
Member Foundation for Economic and Industrial Research IOVE
Member Future leaders non-profit organization
Corporate Secretary
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” (former “LOULIS MILLS SA”) since 1999 with expertise, among others, in corporate
law and corporate governance.
CVs of the Senior Executives of the Company
Brief CVs of the executives follow:
Nikolaos Fotopoulos, Chief Financial Officer – CEO
His CV is set out above.
Nikolaos Loulis, Head of Human Resources Department – Chairman of the BoD.
His CV is set out above.
Dimitrios Tarnaras, Deputy CEO
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
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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”.
Anastasios Thanos, Purchasing & Logistics Director
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.
Leonidas Kozanitis, Sourpi Plant Manager
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.
Andreas Tselos, Quality Manager & Keratsini Plant Manager
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
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).
Olga Manou, Manager of Corporate Social Responsibility & Communication
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. 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.
53
Dionisios Kasotakis, Manager of B2C Sales
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 2000 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.
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 31.12.2022:
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 23.392
Leonidas Kozanitis Sourpi Plant Manager 1.600
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.
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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
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:
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
55
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 as well as Chairman of the Audit
Committee, 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, pages 18 and 19, 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
56
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 2022 the Audit Committee dealt, among others, with the following: information about the Audits of
the Internal Auditor (February 2022/audit A’ quarter, June 2022/audit B’ quarter, October 2022/audit C’
quarter, December 2022/audit D’ quarter), approval of the Internal Auditor’s annual plan (December 2022),
information from the Certified Public Accountants about the Company’s audit and the financial statements on
a regular basis (February 2022, April 2022, July 2022 and Deptember 2022), proposal to the BoD for the
approval of the Annual Financial Statements 2021 (April 2022) and interim financial statements 2022
(September 2022), annual evaluation of the Audit Committee members (December 2022), monitoring of the
internal control system of the Company (June 2022). The Audit Committee convened eleven (11) times during
2022 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 2022, in the context of the conducted overall annual evaluation and upon the re-election of
the Audit Committee on June 22, 2022, reexamined and verified that the independence requirements of all
the members of the Audit Committee are still met.
Audit Committee 2022 Annual Report
1. Introduction
The purpose of this report is to inform the General Meeting of Shareholders about the actions of the Audit
Committee during the period 01/01/2022 - 12/31/2022.
2. Scope
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, risk management and
compliance unit.
The Committee in particular:
a) informs the Board of Directors 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 certified public accountants or auditing firms.
57
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.
3. Members and Term
The company's audit committee is an independent committee, which consists of a non-executive member of
the Board of Directors and third part members. 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 member,
non-member of the Board of Directors.
The Audit Committee met 11 times during 2022 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 in general with its management, 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 in general the current legislation.
4. Audit Committee Meetings
During its meetings, the Audit Committee briefly dealt with the following:
4.1 Statutory Audit
• Reviewed and examined the process of carrying out the statutory audit of the annual financial
statements of the Company and the Group for the year 2021 and the review of the first half of 2022, as well
as the content of the statutory auditor's reports, while meeting with its statutory auditor before the beginning
of the audit procedures in order to be informed and examine the audit plan of the external auditors, as well
as after the completion of the audit and before the publication of the financial statements of the company
and the consolidated statements to discuss any findings.
• Examined the audit design, timing, audit approach, audit scope, material size determination method,
significant audit matters, key audit matters and risks that could have an impact on the audit process financial
information and informed the Company's Board of Directors about the result of the statutory audit.
• Confirmed the independence of the statutory auditor. The audit firm BDO declared in writing its
independence, as well as the independence of its executives involved in the statutory audit.
• Confirmed that the conditions for changing the certified public accountant for the regular audit of the
financial year were not met and proposed the re-election of the audit firm BDO.
58
• Reviewed all the fees of the external auditors for the audit work, carried out and confirmed compliance
with the provisions of European Regulation 537/2014. No non-audit work was performed by BDO.
4.2 Financial information
• Reviewed and evaluated the Financial Information drafting process followed by the Company when
issuing the annual and six-monthly financial statements and informed the Board of Directors accordingly.
• Reviewed the published information regarding the Company's main risks and uncertainties in relation
to financial information.
• Held meetings with the financial managers of Group companies, the internal audit manager, the IT
manager and other executives of the Company and was informed about important issues, such as the work
plan of the IT department, the pending legal cases of the Group and related forecasts.
• Recommended to the Board of Directors, the half-yearly and annual financial statements based on
the results of the audit work of the external auditors, the internal audit manager and the above meetings.
4.3 Internal Control System
• Studied and approved the annual internal audit plan, designed on the main risks faced by the Group's
companies.
• Worked with the Internal Auditor and monitored the implementation of the annual audit plan, through
the quarterly reports of the Internal Audit department.
• Reviewed and evaluated the work of the Internal Audit Unit in terms of the adequacy and
effectiveness of the audit carried out, was informed of all audits carried out within the period under review,
their findings, corrective actions agreed with senior management and informed the Board of Directors about
this, while also monitoring the implementation of the corrective actions of the internal audit findings.
• Evaluated methods used by the Company to identify and monitor the company's key risks.
• Monitored the Company's compliance process with the requirements of the Corporate Governance
Law 4706/2020 through the work of the Internal Audit Unit as well as meetings with the relevant executives
of the Group and the executives who dealt with the specific project.
• Monitored compliance with applicable laws and regulations, including internal corporate policies.
• Evaluated the bids of the companies that submitted a bid for the evaluation of the internal control
system based on the respective policy and chose the most appropriate bid, which met both qualitative and
financial criteria.
• Confirmed the independence of the auditor for the evaluation of the company's internal control
system. The auditing company SOL declared in writing its independence, as well as the independence of its
executives involved in the respective audit.
4.4 Bylaws
59
The company's Bylaws were updated, and the audit committee examined and approved the revision of the
Company's Bylaws in accordance with minutes 83/26.12.2022, while a summary of the Regulations is also
available on the corporate website.
4.5 Sustainable Development Policy
The Company, emphasizing its sincere commitment to the principles of Corporate Responsibility and
Sustainable Development, drafted a Sustainability Policy approved by the Board of Directors. The policy
covers all activities of the Company and the Group and binds the Company and all its subsidiaries.
The Company reference to the Sustainability Policy that it 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, 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 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:
a) Health and safety of employees and products produced.
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.
Promoting the protection of health, the Company treats the current situation, regarding the COVlD-19
pandemic, with due seriousness, aiming at the health and safety of the 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:
• Quality Policy
60
• Food Safety Management Policy
b) Training and development of human resources
The Company recognizes the decisive contribution of the staff in its successful business path so far. Great
experience, high specialization, know-how and creativity of the staff support the course of the Company to a
stable, dynamic, and continuous development. The Company poses great importance to the objective
evaluation of the staff, to the emergence and development of talents, as well as to its continuous training,
designing, and implementing high value-added training programs, which are based on structured
methodology, selected subjects and training materials that meet specific needs and cover a wide range of
knowledge fields. The Company encourages professional development and utilizes the knowledge and skills
of the staff, while in the culture of the company there is a tendency to fill vacancies with internal movements.
In the year 2022, educational programs were implemented giving the opportunity to participants to take part
and reap the benefits of learning provided by highly qualified trainers. Some of these programs were
implemented on a recurring basis.
The Company, wanting to embrace and accept diversity has signed the Diversity Charter as part of its
commitment to its promotion, supporting its long-term effort to be a fair employer, giving equal opportunities
to all, without discrimination. Equality and same treatment of all employees is a nonnegotiable priority.
c) Social responsibility
The Company seeks the sustainability of the local community and for this reason maintains a bilateral,
continuous cooperation with it. The Company derives a significant part of its needs in human resources and
suppliers from the local community in which it operates. Of the total workforce, a significant percentage
comes from workers from local communities, thus contributing to the local and national economy.
The company's social contribution initiatives include supporting vulnerable groups, where the company
provided support to 244 non-governmental organizations by providing more than 100 tons of flour,
responding to emergencies by providing 20 tons of flour to people affected by the war in Ukraine, the
voluntary blood donations at the Company's premises, donations to charitable institutions, the support of 40
baking schools with the sponsorship of more than 17 tons of flour for their educational needs, the support
for the "Alliance for the Reduction of Food Waste" in collaboration with non-profit organization "We can" and
other initiatives that promote common values for progress, development and social contribution, such as the
enrichment of the new educational programs at the corporate "Loulis Museum".
d) Environment protection
Environment protection is a key element of the corporate Sustainability Policy and is a key pillar of its business
strategy, which adapts to the ever-changing international business environment. Environmental awareness
is expressed through the adoption of an Environmental Management Policy to protect the environment from
its operation and targeted environmental protection investments and systematic and daily practices, which
61
combine responsible environmental management with the effort to continuously reduce the environmental
impact. In the context of environmental protection, the Company implements the current legislation and the
management of the environmental programs that it implements, is carried out through the Environmental
Management System that is certified according to the international standard ISO 14001: 2015.
In particular, the company proceeded with:
• Planning of repressive measures to deal with problems and emergencies that may arise during
Company’s operation.
• Delimitation of measurable objectives and corresponding programs for the continuous improvement
of the Company’s environmental performance.
• Regular communication with all stakeholders - staff, suppliers, partners, local community, companies
with the same, related, or complementary objective - on environmental issues that relate to the full range of
Company's activities, to evaluate all relevant environmental data and raising public awareness on
environmental management issues.
Also:
• Implements targeted environmental management programs (e.g. energy saving programs, actions
and initiatives to reduce emissions, etc.).
• Seeks the rational use of raw materials and natural resources (e.g. rainwater, etc.) and implements a
plan for the recycling of metals, equipment, electrical and electronic devices, paper and plastic packaging by
certified collectors.
• Implements an integrated waste management system and achieves 100% recycling through certified
waste management entities.
• Monitors developments in technology and regularly upgrades infrastructure of environmental interest:
o Applying annual noise and dust measurements by a certified company.
o Conducting emergency exercises, fire protection, decontamination.
o With constant renewal and tree planting of the surrounding area in the production plants.
o Achieving a significant reduction in water consumption in the last 40 years during the production
process.
o By disinfecting organic grain and flour in a controlled atmosphere, without the use of chemicals.
• Provides continuous training and awareness of employees on environmental issues.
In the year 2022, the installation of a 1MW power generation unit was completed at Sourpi plant for the
needs of the mill and a new power generation installation has been planned about Thebes, Mandra and
Sourpi for further energy savings. Photovoltaics is a technology for generating electricity from the sun, which
is the best way to save energy and help reduce the environmental footprint.
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The Company, following the new European directives, implemented in June 2022 the Carbon Footprint
measurement based on the GHG Protocol, for all its facilities. The aim of the project is the formation and
implementation of an appropriate methodological framework for the assessment of the Company's carbon
footprint.
e) Corporate governance
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, it implements 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 to achieve the above-mentioned objectives of the Sustainability policy, the Company
has established and operates the following Directorates - Departments and roles, which are fully staffed with
sufficient and appropriate staff:
• Corporate Responsibility and Communication Directorate.
• Directorate of Human Resources.
• Quality Directorate.
• Department of Internal Audit.
• The role of Risk Management.
• The role of Regulatory Compliance
10/04/2023
The Audit Committee of the Company
Nomination & Remuneration Committee
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
63
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 was appointed on 22.06.2022 by the BoD of
the Company and consists of the following members:
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 five (5) times during 2022 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 2021 Nomination & Remuneration Committee dealt with the followings: Proposal to the Company’s
BoD regarding the Remuneration Report for the year 1.1.2021 to 31.12.2021 (art. 112 L.4548/2018), proposal
to the Company’s BoD regarding the amendment of the Suitability Policy, proposal to the Company’s BoD
regarding the election of the new BoD – proposal of nominations to be elected as members of the BoD,
proposal to the Company’s BoD regarding the re-election on the Audit Committee members, supervision of
the training program of the BoD members, senior management, internal auditor, risk management and
regulatory compliance and information system managers, forming into a body, 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.
Sustainable Development Policy of the Company
Company’s Vision
Creating value for human nutrition.
The Mission
Production and distribution of innovative and competitive raw materials of high quality as well as providing
64
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.
Financial Improvement & Corporate Governance
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 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.
Relations with Third Parties
65
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.
Human Resources
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.
Environment
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.
Local community
66
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 as well 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.
Significant non-financial matters regarding long-term sustainability of the Company
a) Hygiene and Safety of employees and products
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 its products, the Company has adopted the following policies for ensuring the hygiene and safety
of its products in the context of its Product Superiority strategy:
• Quality Policy
• Quality and Food Safety Policy
b) Training and development of employees
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
67
2022 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.
c) Social Responsibility
The Company aims at the sustainability of the local community through bilateral cooperation. The Company
covers significant part of its needs in human resources and suppliers from the local community in which the
Company is active. A significant part of all 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: support of vulnerable social groups and particularly the Company supported 244 organizations
providing them with more than 100 tonnes of flour, the Company’s response to emergencies having provided
20 tonnes of flour to the people affected from the war in Ukraine, voluntary blood donations in the Company’s
premises, granting donations to public welfare institutions, support of 40 baking schools with a donation of
more than 17 tonnes of flour for their training needs, support of “Food Saving Alliance” 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.
d) Environmental protection
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:
• Designing preventive measures of addressing problems and emergencies that could arise from Company’s
operation.
• Setting measurable objectives and corresponding programs for the ongoing improvement of the
Company’s environmental performance.
• Regular communication with all the parties involved - personnel, suppliers, business-partners, local
community, companies with identical or similar activity- about environmental issues that affect all aspects
of the Company’s activity in order to assess all the relevant environmental data and raise awareness
among all regarding matters of environmental management.
68
Also:
• Conducts targeted training sessions of environmental management (i.e. energy-saving programs, actions
and initiatives for the reduction of pollutant emissions etc.)
• Seeks sustainable use of raw materials and natural resources (i.e. water drainage) and implements
recycling program of metal, equipment, electrical and electronic devices, paper and plastic packages in
association with verified recycling collectors.
• Implements integrated waste system and manages 100% recycling through verified providers of waste
recycling.
• Monitors technological developments and periodically upgrades environmental infrastructure:
o Annual noise and dust measurements are conducted by a verified company for that purpose.
o Conducting emergency drills, fire-protection, depollution.
o Continuous revitalization and afforestation of the surrounding areas of the production plants.
o Achieving significant reduction of water consumption within the last 40 years with the production
process.
o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere
without the use of chemicals.
• Ensures the ongoing training and sensitization of the employees on environmental issues.
Standards used in publishing non-financial information of the Company
Through publishing the Sustainability Development Report (sixth 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 (“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.
69
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 that 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.
Decision-making procedure regarding transactions with related parties
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 said transactions between related
parties is included in the report accompanying the financial statements of the Company, for the shareholders’
information.
70
In the context of the above, within 2022 the Company carried out the following transactions with related
parties, as described in Chapter I of the Annual Report Of The Board Of Directors.
I. Significant transactions with Related Parties
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
Group
01.01.2022 - 31.12.2022
01.01.2021 - 31.12.2021
Sales of
Goods and
Services
Purchases of
Goods and
Services
Sales of Goods
and Services
Purchases of
Goods and
Services
Affiliated Companies
1.158
0
0
0
Executives and Members of the Management
0
0
0
0
Total:
1.158
0
0
0
31.12.2022
31.12.2021
Receivables
Liabilities
Receivables
Liabilities
Affiliated Companies
0
0
0
0
Executives and Members of the Management
455.773
849
266.826
813
Total:
455.773
849
266.826
813
Company
01.01.2022 - 31.12.2022
01.01.2021 - 31.12.2021
Sales of
Goods and
Services
Purchases of
Goods and
Services
Sales of
Goods and
Services
Purchases of
Goods and
Services
Kenfood SA
646.698
1.887.981
844.105
1.348.163
Greek Baking School S.A. 8.400 20.000
8.400
37.000
Loulis Logistics Services SA
480
0
480
0
Loulis International Foods Enterprises Bulgaria
Ltd
0 0
0
0
Loulis Mel-Bulgaria EAD
283.395
6.535.022
64.090
1.283.983
LEP ENERGY COMMUNITΥ COOPERATIVE
SOCIETY Ltd
0 0
0
0
Affiliated Companies
1.158
0
0
0
Executives and Members of the Management
0
0
0
0
Total:
940.131
8.443.003
917.075
2.669.146
31.12.2022
31.12.2021
Receivables
Liabilities
Receivables
Liabilities
Kenfood SA
68.724
138.836
58.811
72.418
Greek Baking School S.A.
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
5.119.575
365.666
4.020.815
238.379
71
LEP ENERGY COMMUNITΥ COOPERATIVE
SOCIETY Ltd
0 0
0
0
Affiliated Companies
0
0
0
0
Executives and Members of the Management
366
849
0
554
Total:
5.188.665
505.351
4.079.626
311.351
Fees of Executives and Members of the Management
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Salaries and other benefits
1.619.480
1.285.278
908.930
743.155
Total:
1.619.480
1.285.278
908.930
743.155
There are no other significant transactions with the associated companies for 2022.
J. Significant Events after the end of the fiscal year 2022
The most significant events that took place subsequently of December 31, 2022 and until the date of the
Financial Statements’ preparation are as follows:
Issuance of a Bond Loan
On April 10, 2023 the Group’s subsidiary KENFODD SA proceeded with the issuance of a bond 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 SA with the guarantee of the parent Company of the Group.
JA. Information pursuant to Article 50, par. 2 of Law 4548/2018 for acquired own share
The Company did not possess any own shares at the date of the Ffinancial Statements’ preparation.
JB. Explanatory Report of the Board of Directors (pursuant to article 4, par. 7 & 8 of law
3556/2007)
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.
1.
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.
2. Restrictions on the transfer of Company’s shares
There are no restrictions in the Company’s Articles of Association regarding the transfer of the company
shares and the transfer is conducted in accordance to Law.
3. Significant direct or indirect participations according to articles 9-11 of Law 3556/2007.
72
On settlement date 31.03.2023 Mr. Loulis Nikolaos holds 48,47%, Mrs Evangelia Louli holds 6,86%, and AL
DAHRA 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.
4. 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.
5. Restrictions on voting rights.
There are no restrictions in the Company’s Articles of Association regarding voting rights.
6.
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.
7. 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.
8. 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.
9. 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
10. 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.
73
JC. Dividends and Shares
The BoD of the Company after taking into account the financial results of the year 2022, 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 non-distribution of dividends.
JD. Corporate Social Responsibility
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 Loulis
Soupri, Magnisia April 26, 2023
The Board of Directors
74
Independent Auditor’s Report
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, 2022, and the separate and consolidated statements of
comprehensive income, changes in equity and cash flow for the year then ended, as well as a summary of
significant accounting policies and other explanatory notes.
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, 2022, 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.
75
Key audit matter
How our audit addressed the Key audit matter
Valuation of inventories
As described in Note 7.9 of the financial
statements the value of the inventories as
included in the statement of financial
position of the Group and the Company at
December 31, 2022 amounts to € 46.035.518
and € 30.885.839 respectively.
The Group and the Company valuate
inventories at the lower of cost and net
realizable value.
For the determination of the net realizable
value the Management of the Company
performs appropriate estimates, based on
the maturity of the inventories, their
movement during every reporting period as
well as any liquidation future plans.
We consider valuation of inventories of the
Group and the Company a key audit matter
due to the significant value of the inventories
as well as the judgment and estimations
involved by the Management in the
determination of their net realizable value.
The disclosures of the Group and the
Company regarding the accounting policy
applied for the valuation of inventories are
described in Notes 6.8.7, 6.9.6 and 7.9 of the
financial statements.
We performed a risk-based approach, and our audit
includes, among others, the following procedures:
• The understanding and the test of the
procedures designed by the Management
regarding inventories.
•
We attended physical inventory counting in
Company’s warehouses and production
facilities.
• On a sample basis we tested the verification of
both the purchase and the production cost.
• We examined on a sample basis the available
accounting records used to determinate the net
realizable value and the identification of
obsolete stock.
• We evaluated the reasonableness of estimates
and assumptions used by the Management for
the valuation of inventories.
• We also assessed the adequacy and
appropriateness of the relating disclosures
included in the financial statements.
Recoverability of trade receivables
As described in Note 7.10 of the financial
statements, the value of the trade
receivables as included in the statement of
financial position of the Group and the
Company at December 31, 2022, amounted
to € 48.522.859 and € 44.806.361
respectively, whereas the relevant
accumulated impairment provision amounts
We performed a risk-based approach, and our audit
includes, among others, the following procedures:
• The understanding and the examination
of the
credit control procedures of the Group and the
Company designed for credit granting to
customers as well as the monitoring of the trade
receivables.
76
to € 7.521.491 και € 6.708.716 respectively.
Management evaluates the recoverability of
the trade receivables of the Group and the
Company and estimates the necessary
impairment provision for the expected credit
loss.
Management, in order to estimate the
amount of impairment of its trade
receivables, evaluates their recoverability,
by reviewing the maturity of the customers’
balances, their credit history and the
settlement of the subsequent payments.
Given the significance of the matter above
and the level of the judgements and
estimations that were required we consider
recoverability of trade receivables a key
audit matter.
The disclosures of the Group and the
Company regarding the trade receivables are
described in Notes 6.8.9, 6.9.7 and 7.10 of
the financial statements.
• The evaluation of the assumptions and
methodology used by the Management of the
Company to determine the recoverability of the
trade receivables or their classification as bad
debts, taking into account the customers’ ageing
analysis and any guarantees and collaterals
provided by the customers.
• The examination of the response letters received
from legal advisors concerning the matters they
dealt with through the year so as to identify
indications of trade balances that may not be
recoverable in the future.
• We received third party confirmation letters on a
sample basis of the trade receivables and
p
erformed procedures subsequent to the
financial statements date for collections against
end year balances.
• The examination of the maturity of the year-end
trade receivable balances and the existence of
any debtors facing financial difficulty. Discussion
w
ith the Management and examination of the
recent mail between the Company and its
customers. Evaluation of the publicly available
information.
• Recalculation of the expected credit loss taking
into account the calculation model used by the
management and we confirmed the completeness
and the accuracy of the data.
•
We also assessed the adequacy and
appropriateness of the disclosures included in the
financial statements.
Other Information
Management is responsible for the other information. The other information is included in the Board of
Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the
Declaration of the Board of Directors Representatives, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the separate and consolidated financial statements does not
cover the other information and we will not express any form of assurance conclusion thereon.
77
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information identified above and, in doing so, consider whether the other information is
materially inconsistent with the separate and consolidated financial statements, or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this respect.
Responsibilities of Management and Those Charged with Governance for the separate and consolidated
Financial Statements
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards, as endorsed by the
European Union, and for such internal control as Management determines is necessary to enable the
preparation of separate and consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the separate and consolidated financial statements, Management is responsible for assessing
the Company’s and Group’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless, Management either intends to
liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the
Company’s and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but
is not a guarantee that an audit conducted in accordance with ISAs, as incorporated in Greek Legislation,
will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated in Greek Legislation, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
78
• Obtain an understanding of internal control relevant to the audit, in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the separate and consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the separate and consolidated financial
statements. 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.
Report on Other Legal and Regulatory Requirements
1. Board of Directors’ Report
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.
79
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 31.12.2022.
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.
2. Additional Report to the Audit Committee
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.
3. 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.
4. 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 9 consecutive years.
5. Rules of Procedure
The Company has in place Rules of Procedure in conformance with the provisions of article 14 of Law
4706/2020.
6. Assurance Report on European Single Electronic Format
We examined the digital records of “LOULIS FOOD INGREDIENTS S.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, 2022, in XHTML format, as well as the provided XBRL file (to name the file
213800SZN4MZXLBCIB60-2022-12-31-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
80
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.
Resp
onsibilities 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, 2022, 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.
A
uditor’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 regulate
d
m
arket 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 th
e
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 537/201
4.
W
e 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 ou
r
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.
81
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, 2022, in XHTML file format,
as well as the provided XBRL file (to name the file 213800SZN4MZXLBCIB60-2022-12-31-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 26, 2023
Certified Public Accountant
Andriana K. Lavazou
Reg. SOEL: 45891
82
Annual Financial Statements
1. Statement of Financial Position
(Amounts in €)
GROUP
COMPANY
31/12/2022
31/12/2021
31/12/2022
31/12/2021
ASSETS
Note
Non-Current Assets
Property, Plant and Equipment
7.2
107.146.282
103.055.115
92.603.985
89.743.079
Investment Property
7.3
515.986
519.992
495.994
500.000
Right of Use Assets
7.4
829.665
513.392
640.727
348.201
Other Intangible Assets
7.5
1.741.858
1.972.506
1.007.860
1.216.479
Goodwill
7.6
1.000.000
1.000.000
0
0
Investments in Subsidiaries
7.7
0
0
14.174.033
14.174.033
Other Non-Current Receivables
7.8
1.107.796
1.745.691
306.451
336.272
Deferred Tax Assets
0
0
0
0
112.341.587
108.806.696
109.229.050
106.318.064
Current Assets
Inventories
7.9
46.035.518
35.962.213
30.885.839
28.402.995
Trade Receivables
7.10
48.522.859
36.368.868
44.806.361
33.049.955
Derivative Financial Assets
7.11
9.380
521.000
9.380
521.000
Cash and Cash Equivalents
7.12
11.013.927
9.653.358
8.977.563
8.343.081
Other Current Assets
7.13
4.945.192
5.288.177
9.417.801
8.996.100
110.526.876
87.793.616
94.096.944
79.313.131
TOTAL ASSETS
222.868.463
196.600.312
203.325.994
185.631.195
EQUITY AND LIABILITIES
Equity attributable to Equity Holders of the Parent
Share Capital
16.093.063
16.093.063
16.093.063
16.093.063
Share Premium Account
31.602.358
31.602.358
31.602.358
31.602.358
Other Reserves
7.14
49.851.212
45.485.330
49.624.658
46.543.866
Equity attributable to Equity Holders of the Parent
97.546.633
93.180.751
97.320.079
94.239.287
Non-Controlling Interest
392
488
0
0
Total Equity
97.547.025
93.181.239
97.320.079
94.239.287
Non-Current Liabilities
Non-Current Loans and Borrowings
7.15
60.077.548
47.473.357
53.675.000
42.125.000
Deferred Tax Liabilities
7.16
11.577.432
10.812.199
11.423.856
10.532.166
Provisions for Retirement Benefits
7.17
373.618
402.879
346.055
378.590
Non-Current Lease Liabilities
7.4
564.962
310.751
448.291
209.291
Other Non-Current Liabilities
7.18
3.221.661
2.861.214
3.221.661
2.861.214
75.815.221
61.860.400
69.114.863
56.106.261
Current Liabilities
Trade Payables
7.19
17.942.775
19.829.680
11.405.423
15.914.403
Loans and Borrowings
7.15
18.527.222
14.351.250
12.751.710
12.208.732
Derivative Financial Liabilities
7.11
267.878
762.350
267.878
762.350
Tax Liabilities
7.20
1.357.033
722.130
1.318.562
684.380
Current Lease Liabilities
7.4
281.183
217.095
204.898
149.682
Other Current & Accrued Liabilities
7.21
11.130.126
5.676.168
10.942.581
5.566.100
49.506.217
41.558.673
36.891.052
35.285.647
Total Equity and Liabilities
222.868.463
196.600.312
203.325.994
185.631.195
83
2. Statement of Comprehensive Income
(Amounts in €)
GROUP
COMPANY
Note
1/1-
31/12/2022
1/1-
31/12/2021
1/1-
31/12/2022
1/1-
31/12/2021
Revenue
7.22
197.908.200
134.908.470
173.303.050
119.715.042
Cost of Sales
(169.967.044)
(115.387.298)
(150.290.802)
(102.636.050)
Gross Profit
27.941.156
19.521.172
23.012.248
17.078.992
Other Income
7.23
4.970.805
3.304.365
4.083.541
2.764.622
Distribution Expenses
7.24
(16.713.114)
(14.021.981)
(13.647.112)
(11.941.854)
Administration expenses
7.25
(8.467.885)
(6.006.951)
(7.290.712)
(5.322.297)
Other Expenses
7.26
(1.970.273)
(199.794)
(1.927.064)
(150.510)
Fair value valuation of Bonds and Participations
(872.638)
(142.662)
(872.638)
(142.662)
Financial Income
7.27
5.028
3.650
133.116
29.050
Financial Expenses
7.27
(2.457.358)
(1.650.351)
(2.211.295)
(1.413.073)
Profits/(Losses) before Taxes
2.435.721
807.448
1.280.084
902.268
Tax Expense
7.28
(593.460)
386.144
(718.679)
398.665
Net Profit of the Year
1.842.261
1.193.592
561.405
1.300.933
Owners of the Parent Company
1.842.358
1.193.607
561.405
1.300.933
Non-Controlling Interests
(97)
(15)
0
0
Other Comprehensive Income
Items that will be Reclassified to Profit or
Loss
0
0
0
0
Profit/Loss on Revaluation of Property
7.29
4.875.372
2.086.473
4.875.372
1.436.996
Actuarial Profits/Losses
47.067
7.329
42.067
3.635
Income Tax that relates to Other Comprehensive
Income
(1.082.699)
(362.225)
(1.081.837)
(219.013)
Items that will not be Reclassified to Profit
or Loss
3.839.740
1.731.577
3.835.602
1.221.618
Total Comprehensive Income for the Year
5.682.001
2.925.169
4.397.007
2.522.551
Profit Attributable to:
Owners of the Parent Company
5.682.098
2.925.184
4.397.007
2.522.551
Non-Controlling Interests
(97)
(15)
0
0
Earnings per Share for Profits Attributable to
the Owners of the Parent
Basics
7.30
0,1076
0,0697
0,0328
0,0760
Diluted
7.30
0,1076
0,0697
0,0328
0,0760
Proposed Dividend per Share
0,0000
0,0000
0,0000
0,0000
Depreciation
5.238.177
5.198.143
4.710.080
4.698.357
Earnings before Interest and Tax
6.915.091
2.652.409
5.345.526
2.458.909
Earnings before Interest, Tax, Depreciation
and Amortization
12.153.268
7.850.552
10.055.606
7.157.266
84
3. Statement of Changes in Equity
3.1 Group
(Amounts in €)
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
1
st
2021
16.093.063 31.602.358 1.975.683 103.990 3.420.457 0 4.276.771 1.061.889 7.651.779 25.279.192 91.465.182 406 91.465.588
Profits/(Losses) for the
Period after Taxes
0 0 0 0 0 0 0 0 0 1.193.607 1.193.607 (15) 1.193.592
Actuarial
Profits/(Losses)
0 0 0 0 0 0 0 0 0 6.203 6.203 0 6.203
Profit/(Losses from
revaluation of Property
0 0 0 0 0 0 1.725.374 0 0 0 1.725.374 0 1.725.374
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 (1.209.519) (1.209.519) 0 (1.209.519)
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 0 100.723 0 0 0 0 0 0 (100.723) 0 0 0
Minorities
0 0 0 0 0 0 0 0 0 (98) (98) 97 (1)
Other movements
0 0 0 0 0 0 0 0 0 2 2 0 2
Net Position at
December 31
st
2021
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
Balance at January
1
st
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 (70.518) 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 31
st
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
85
3.2 Company
(Amounts in €)
Share Capital Share Premium
Statutory
Reserves
Extraordinary
Reserves
Non Taxable
Reserves
Reserve for Entity’s
Own Shares
Reserve
from the
Revaluation of
Assets
Other
Reserves
Profit/(Loss)
for the period
after Taxes
Total Total Equity
Balance at January 1
st
2021 16.093.063 31.602.358 1.872.940 103.990 3.208.286 0 3.721.156 6.592.716 29.731.747 92.926.256 92.926.256
Profits/(Losses) for the Period after Taxes
0 0 0 0 0 0 0 0 1.300.933 1.300.933 1.300.933
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 2.836 2.836 2.836
Profit/(Losses from revaluation of Property
0 0 0 0 0 0 1.218.782 0 0 1.218.782 1.218.782
Dividends
0 0 0 0 0 0 0 0 (1.209.520) (1.209.520) (1.209.520)
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 0 100.723 0 0 0 0 0 (100.723) 0 0
Other movements
0 0 0 0 0 0 0 0 0 0 0
Net Position at December 31
st
2021 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
Balance at January 1
st
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 (70.518) 0 0
Other movements
0 0 0 0 0 0 0 0 (91.069) (91.069) (91.069)
Net Position at December 31
st
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
86
4. Cash Flow Statement
GROUP
COMPANY
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Cash Flow from Operating Activities
Profit/(Loss) before Tax
2.435.721
807.448
1.280.084
902.268
Adjustments for :
Depreciation
5.238.177
5.198.143
4.710.080
4.698.357
Provisions
302.336
21.792
275.987
24.598
Profit/(Loss) from Sale of Property ,Plant & Equipment
and Intangible Assets
273.565
30.521
273.515
18.285
Interest Expenses
2.457.358
1.650.351
2.211.295
1.413.073
Interest Income
(5.028)
(3.650)
(133.116)
(29.050)
Adjustments for change in Workings Capital or relating
Operating Activities:
(Increase)/Decrease in Inventories
(9.323.305)
(13.449.722)
(1.732.844)
(11.697.828)
(Increase)/Decrease in Receivables
(4.863.126)
(7.663.399)
(10.205.946)
(9.716.946)
(Decrease)/Increase in Payables (Excluding Loans)
(1.490.870)
14.238.488
209.165
12.819.156
Less :
Interest paid
(2.546.981)
(1.708.280)
(2.185.939)
(1.440.686)
Tax paid
(676.815)
(48.296)
(674.714)
(46.195)
Net Cash from Operating Activities (a)
(8.198.968)
(926.604)
(5.972.433)
(3.054.968)
Cash Flow from Investing Activities
Acquisition of Associates, Jvs and Other Investments
0
0
0
(15.000)
Proceeds/(Payments) from disposal/(purchase) of investment
securities
(1.455.000)
(250.000)
(1.455.000)
(250.000)
Purchase of Tangible and Intangible Assets
(4.912.899)
(4.023.813)
(3.254.341)
(1.763.943)
Proceeds from Disposal of Tangible and Intangible Assets
513.226
14.210
513.226
13.010
Interest Received
134.596
30.733
133.117
29.050
Net Cash from Investing Activities (b)
(5.720.077)
(4.228.870)
(4.062.998)
(1.986.883)
Cash Flow from Financing Activities
Proceeds from Bank Borrowings
30.325.973
9.473.765
24.242.978
8.741.598
Payment of Bank Borrowings
(13.545.809)
(7.925.687)
(12.150.000)
(5.425.000)
Payment of Lease Liabilities
(276.730)
(416.340)
(199.245)
(322.230)
Dividends/Fees paid to the members of the BoD
(1.223.820)
(1.209.707)
(1.223.820)
(1.209.707)
Net Cash from Financing Activities (c)
15.279.614
(77.969)
10.669.913
1.784.661
Net Increase / (Decrease) in the Cash and Cash
Equivalents (a+b+c)
1.360.569
(5.233.443)
634.482
(3.257.190)
Cash and Cash Equivalents at begging of the year
9.653.358
14.886.801
8.343.081
11.600.271
Cash and Cash Equivalents at the end of the year
11.013.927
9.653.358
8.977.563
8.343.081
87
5. Notes on the Annual Financial Statements
5.1 General Information
The Company LOULIS FOOD INGREDIENTS S.A., formerly LOULIS MILLS S.A., as renamed by the decision of the June
22, 2022 Regular General Meeting of its shareholders and approved by the decision numbered 2650938AP/28.06.2022
of the Ministry of Development and Investments 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.
5.2 Group’s Structure
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
Consolidation
method
Tax un-audited
fiscal years
LOULIS FOOD INGREDIENTS S.A Greece - Parent - 2022
KENFOOD S.A Greece 99,99% Direct Full 2022
GREEK BAKING SCHOOL S.A Greece 99,70% Direct Full 2017 – 2022
LOULIS LOGISTICS SERVICES S.A Greece 99,68% Direct Full 2017 – 2022
LEP ENERGY COMMUNITY COOPERATIVE SOCIETY WITH
LIMITED LIABILITY
Greece 20%
Direct Full
2022
LOULIS INTERNATIONAL FOODS ENTERPRISES BULGARIA
LTD
Cyprus 100,00%
Direct Full
2018 – 2022
LOULIS MEL- BULGARIA EAD Bulgaria 100,00% Indirect Full 2016 – 2022
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY WITH LIMITED LIABILITY
On December 15, 2022 the Articles of Association dated 31.11.2022 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.
88
6. Basis for the preparation of the Financial Statements
6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting
Standards (IFRS)
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.
6.2 Basis for the preparation of the Financial Statements
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.
6.3 Reporting Period
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 1
st
, 2021 to December 31
st
, 2022.
6.4 Presentation of Financial Statements
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.
6.5 Significant Accounting Policies
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.
6.6 Significant Accounting Estimations
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 which required significant assumptions
and estimations are referred to note 6.9
“Significant Accounting Estimates and Judgements” .
6.7 Change in Accounting Policies
a) New standards, interpretations and amendments of the existing standards applied in the Financial
Statements
Title
Applied in annual accounting
periods beginning on
Annual Improvements to IFRSs - 2018-2020 cycle
1 January 2022
IAS 16 Property, Plant and Equipment (Amendment – Proceeds before Intended Use)
1 January 2022
IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendment – Onerous
Contracts – Cost of Fulfilling a Contract)
1 January 2022
IFRS 3 Business Combinations (Amendment – Reference to the Conceptual Framework) 1 January 2022
The amendments that are applied compulsorily did not have a significant impact on the Financial Statements of the
Group and the Company .
b) New Accounting Standards, amendments of standards and Interpretations that are mandatorily
applied in subsequent periods
Title
Applied in annual accounting periods
beginning on
IFRS 17 Insurance Contracts
1 January 2023
89
Title
Applied in annual accounting periods
beginning on
IFRS 17 Insurance contracts (Amendment - Initial Application of IFRS 17 and IFRS 9 –
Comparative Information)
1 January 2023
IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2
(Amendment - Disclosure of Accounting policies)
1 January 2023
IAS 8 Accounting policies, Changes in Accounting Estimates and Errors (Amendment -
Definition of Accounting Estimates)
1 January 2023
IAS 12 Income Taxes (Amendment - Deferred Tax related to Assets and Liabilities
arising from a Single Transaction)
1 January 2023
IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors (Amendment – Classification of Liabilities as Current
or Non-current)
1 January 2024
IFRS 16 Leases (Amendment - Lease Liability in a Sale and Leaseback)
1 January 2024
The Company (or the Group) is currently investigating the impact of the new standards and amendments on its
financial statements. The Company (or the Group) does not believe these standards and interpretations will have a
material impact on the financial statements once adopted.
6.8 Accounting Principles Applied
The Group consistently applies the following accounting principles in the preparation of the attached Financial
Statements:
6.8.1 Subsidiaries
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 is recorded as goodwill.
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.
6.8.2 Foreign Currency Translation
Operating Currency and Reporting Currency
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 and balances
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.
Companies of the Group
The operating results and the equity of all the 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:
90
• The assets and liabilities are translated to euro according to the closing exchange rate during the balance sheet
date.
• Income and expenses of P&L of each company are translated into the Group’s reference currency at average
exchanges rates of each reported period.
• Any differences that arise from this procedure have been transferred to a separate equity reserve account.
6.8.3 Goodwill
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.
6.8.4 Other Intangible Assets
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.
6.8.5 Property, Plant and Equipment
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:
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.
91
6.8.6 Investment Property
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.
Investment Property as non-current assets is presented at fair value which is determined in-house annually, based
upon similar transactions that have taken place close to the Balance Sheet date. Any change in fair value which
represents the free market value is charged in the other operating income account of the income statement.
Following their initial recording, the investments in property is recorded at fair value.
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.
6.8.8 Financial Instruments
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
• (b) Financial assets at amortized cost
• (c) Financial assets measured at fair value through total income without recycling of cumulative gains and losses
on de-recognition
(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
92
The Company and the Group measure 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 Company 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:
• The rights to receive cash flows from the asset have expired, or
• The Group has transferred their rights to receive cash flows from the asset or have undertaken to fully pay the
cash flows received without significant delay to a third party under a pass-through agreement and either (a) the
Group has transferred substantially all the risks and rewards of the asset or (b) the Group has not transferred or
held substantially all the risks and estimates of the asset but have transferred the control of the asset.
When the Group has transferred the rights to receive cash flows from an asset or have entered into a transfer
agreement, they 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 recognize 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:
• Disclosure of important assumption
• Customers’ receivables
6.8.9 Trade Receivables
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.
6.8.10 Cash and Cash Equivalents
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.
6.8.11 Share Capital
93
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.
6.8.12 Loans
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.
6.8.13 Leases
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:
• Short-term leases and
• Leasing of fixed assets with insignificant value
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:
• Fixed leases (including the ones that are essentially fixed leases)
• Variable leases which are dependent on any indicator
• Residual value which is expected to be paid
• Exercise price of a buy option if the lessor is almost certain regarding the exercise of the option
• Charges relating to the termination of a lease if the lessor selects the particular option
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.
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.
6.8.14 Personnel Benefits
Short-term benefits:
94
Short-term benefits to personnel (excluding termination benefits) in money and in kind are recognized as an expense
when deemed payable. Portions of the benefit yet unpaid are classified as a liability, whereas if the amount already
paid exceeds the benefit then the company recognizes the excess amount as an asset (prepaid expenses) only to the
extent to which the prepayment will result in a reduction in future payments or to a fund return.
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 Contribution Plan
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.
Defined Benefit Plan
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.
6.8.15 Grants
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 are included in long-term liabilities as deferred income (deferred income) and are recognized as revenue over
the useful life of the fixed asset.
95
6.8.16 Recognition of Income
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.
6.8.17 Income Tax and Deferred Tax
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.
96
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.
6.8.18 Contingent Liabilities and Provisions
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.
6.8.19 Dividend Distribution
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
6.8.20 Related Party Disclosures
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.
6.9 Significant Accounting Estimates and Judgements
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.
6.9.1 Impairment of Goodwill
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.
6.9.2 Estimation of the Useful Life of Assets and Residual Values
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.
6.9.3 Fair Value Measurement
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.
6.9.4 Right of Use Assets
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.
6.9.5 Impairment of Assessment of the value of Investments in Subsidiaries
97
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.
6.9.6 Provision of the Net Realizable Value of Inventories
The management makes the necessary estimates for the calculation of the net realizable value 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.
6.9.7 Provisions for Expected Credit Losses from Customer Receivables
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.
6.9.8 Valuation of Financial Instruments
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.
6.9.9 Provision for Staff Compensation
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.
6.9.10 Deferred Tax Liabilities
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.
6.9.11 Income Tax
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.
6.9.12 Contingent Liabilities
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.
6.9.13 Weighted average number of shares
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
98
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.
99
7. Analysis of the Financial Statements
7.1 Information by segment
Geographic segments
The Group's revenues and results are distributed by geographical region depending on the country where the headquarters of the Group's companies are located,
as follows:
GREECE CYPRUS BULGARIA
Consolidation deletions
Group
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Revenue
186.427.168
128.974.872
0
0
20.618.786
9.362.297
(9.137.754)
(3.428.699)
197.908.200
134.908.470
Gross Profit
24.448.270
18.815.589
0
0
3.512.886
742.583
(20.000)
(37.000)
27.941.156
19.521.172
Earnings before Interest, Tax,
Depreciation and Amortization
10.093.189
7.774.028
0
2.060.079
76.524
0
0
12.153.268
7.850.552
Profits before Tax
962.079
1.149.308
0
0
1.473.642
(341.860)
0
0
2.435.721
807.448
Fixed Assets
97.562.414
94.188.364
0
0
11.929.519
10.900.135
(1.829.665)
(1.513.392)
107.662.268
103.575.107
Other Assets
121.492.264
101.428.030
0
0
11.769.154
8.648.539
(18.055.223)
(17.051.364)
115.206.195
93.025.205
TOTAL ASSETS
219.054.678
195.616.394
0
0
23.698.673
19.548.674
(19.884.888)
(18.564.756)
222.868.463
196.600.312
Equity
100.336.704
97.449.625
0
0
11.384.354
9.905.647
(14.174.033)
(14.174.033)
97.547.025
93.181.239
Liabilities & Other Liabilities
118.717.974
98.166.769
0
0
12.314.319
9.643.027
(5.710.855)
(4.390.723)
125.321.438
103.419.073
TOTAL EQUITY &
LIABILITIES
219.054.678
195.616.394
0
0
23.698.673
19.548.674
(19.884.888)
(18.564.756)
222.868.463
196.600.312
100
Product Segments
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 consume 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 of making decisions regarding allocation of resources and
performance assessment of each segment.
The information regarding segments of operation is as follows:
Group
01.01.2022 - 31.12.2022
Professional
Products
Consumer Products
and
Bakery and Pastry
Mixtures
Mixtures and
Raw Materials
of Bakery and
Pastry
Cereal
Other Goods
and
Services
Total
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
01.01.2021 - 31.12.2021
Professional
Products
Consumer Products
and
Bakery and Pastry
Mixtures
Mixtures and
Raw Materials
of Bakery and
Pastry
Cereal
Other Goods
and
Services
Total
Total Revenue From Gross Sales Per
Segment
91.388.518
14.032.689
9.222.830
23.073.433
619.699
138.337.169
Revenue from Intra-Company Sales
(542.047)
(28.653)
(1.243.541)
(1.227.616)
(386.842)
(3.428.699)
Revenue from Sales (Net)
90.846.471
14.004.036
7.979.289
21.845.817
232.857
134.908.470
Profit/(Loss) before Interest and
Tax
1.389.604
113.518
438.928
321.995
388.364
2.652.409
Profit/(Loss) before Tax
286.179
(431.306)
260.493
321.995
370.087
807.448
101
Company
01.01.2022 - 31.12.2022
Professional
Products
Consumer Products
and
Bakery and Pastry
Mixtures
Cereal
Others Goods
and
Services
Total
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
01.01.2021 - 31.12.2021
Professional
Products
Consumer Products
and
Bakery and Pastry
Mixtures
Cereal
Other Goods
and
Services
Total
Total Revenue From Gross Sales Per
Segment
83.347.366
14.032.689
21.763.320
571.667
119.715.042
Revenue from Sales (Net)
83.347.366
14.032.689
21.763.320
571.667
119.715.042
Profit/(Loss) before Interest
and Tax
1.872.410
113.518
300.124
172.857
2.458.909
Profit/(Loss) before Tax
876.160
(431.306)
300.124
157.290
902.268
7.2 Property, Plant and Equipment
The change in the tangible assets of the Group and the Company is presented to the table below :
Group
Land
Buildings
Investment
Property
Machinery
Vehicles
Furniture &
Fittings
Assets Under
Construction
Purchase Cost
31.12.2021
15.544.624 86.858.671 53.219.279 1.725.241 5.266.034 3.030.484 165.644.333
Accumulated
Depreciation
31.12.2021
0 (33.158.940) (24.958.214) (1.081.155) (3.390.909) 0 (62.589.218)
Net Book Value
31.12.2021
15.544.624 53.699.731 28.261.065 644.086 1.875.125 3.030.484 103.055.115
Acquisitions 0 1.228.680 1.121.927 219.464 393.597 891.747 3.855.415
Disposals &
Transfers-
Purchase Cost
0 2.231.343 205.849 (158.245) (33.842) (2.531.671) (286.566)
Disposals &
Transfers-
Accumulated
Depreciation
0 993 37.782 142.123 38.877 0 219.775
Revaluations 1.497.000 3.378.372 0 0 0 0 4.875.372
Depreciations 0 (2.469.305) (1.646.312) (126.636) (330.576) 0 (4.572.829)
Net Book Value
31.12.2022
17.041.624 58.069.814 27.980.311 720.792 1.943.181 1.390.560 107.146.282
Company
Land
Buildings
Investment
Property
Machinery
Vehicles
Furniture &
Fittings
Assets Under
Construction
Purchase Cost
31.12.2021
14.213.000 81.317.637 48.897.312 1.167.379 4.312.957 626.266 150.534.551
Accumulated
Depreciation
31.12.2021
0 (32.734.637) (24.217.403) (911.956) (2.927.476) 0 (60.791.472)
Net Book Value
31.12.2021
14.213.000 48.583.000 24.679.909 255.423 1.385.481 626.266 89.743.079
102
Acquisitions 0 103.685 1.016.407 87.243 202.799 787.055 2.197.189
Disposals &
Transfers-Purchase
Cost
0 118.688 205.849 (158.245) (4.393) (413.174) (251.275)
Disposals &
Transfers-
Accumulated
Depreciation
0 993 37.782 142.123 3.636 0 184.534
Revaluations 1.497.000 3.378.372 0 0 0 0 4.875.372
Depreciations 0 (2.320.710) (1.519.308) (62.551) (242.345) 0 (4.144.914)
Net Book Value
31.12.2022
15.710.000 49.864.028 24.420.639 263.993 1.345.178 1.000.147 92.603.985
It is noted that the latest valuation of the Company’s and the Group’s main land, buildings and investment property
at fair value has been conducted on 31.12.2022. 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).
7.3 Investment Property
The Investment Property of the Group and the Company are analyzed as follows:
Group
Investment Property
Purchase Cost 31.12.2021
602.161
Accumulated Depreciation 31.12.2021
(82.169)
Net Book Value 31.12.2021 519.992
Acquisitions 906.434
Disposals & Transfers-Purchase Cost (724.895)
Disposals & Transfers-Accumulated Depreciation 4.895
Revaluations (185.545)
Depreciations (4.895)
Net Book Value 31.12.2022 515.986
Company
Investment Property
Purchase Cost 31.12.2021
582.169
Accumulated Depreciation 31.12.2021 (82.169)
Net Book Value 31.12.2021
500.000
Acquisitions 906.434
Disposals & Transfers-Purchase Cost
(724.895)
Disposals & Transfers-Accumulated Depreciation
4.895
Revaluations
(185.545)
Depreciations
(4.895)
Net Book Value 31.12.2022 495.994
On June 30, 2022 an evaluation of the fair value of the Company’s property (land and building), in Tyrnavos,
Thessally has been carried out. The property has been acquired on March 30, 2022 and has been classified as an
Investment Property in accordance with the provisions of IAS 40.
The decrease of the item “Investment Property” of the Group and the Company in the current fiscal year is due to
the sale of company’s property (land and building) in Tyrnavos, Thessaly, which took place on November 16,2022.
The result of this sale is analyzed in note 7.26.
103
It is noted that the latest evaluation of fair value of the Group’s and Company’s Investment Property was carried
out on December 31, 2022. The evaluation has been conducted by an independent external valuator. The method
of the evaluation of the fair value of the above investment properties is classified in the second level (note 8.1).
Rental Income for 2022 for the Group and the Company amount to €4.800,00 compared to €4.000,00 for the
previous year.
7.4 Right of Use Assets/Leases
Right of use assets are analyzed in the followings :
Group
Land Buildings
Machinery
Vehicles
Furniture
& Fittings
Total
Purchase Cost 31.12.2021 0 0 0 1.209.440 0 1.209.440
Accumulated Depreciation
31.12.2021
0 0 0 (696.048) 0 (696.048)
Net Book Value
31.12.2021
0 0 0 513.392 0 513.392
Acquisitions 0 0 0 595.028 0 595.028
Disposals & Transfers –
Purchase Cost
0 0 0 (424.096) 0 (424.096)
Disposals & Transfers –
Accumulated Depreciation
0 0 0 424.096 0 424.096
Revaluations 0 0 0 0 0 0
Depreciation 0 0 0 (278.755) 0 (278.755)
Net Book Value
31.12.2022
0 0 0 829.665 0 829.665
Company
Land Buildings
Machinery
Vehicles
Furniture
& Fittings
Total
Purchase Cost 31.12.2021 0 0 0 930.830 0 930.830
Accumulated Depreciation
31.12.2021
0 0 0 (582.629) 0 (582.629)
Net Book Value
31.12.2021
0 0 0 348.201 0 348.201
Acquisitions 0 0 0 493.460 0 493.460
Disposals & Transfers –
Purchase Cost
0 0 0 (397.044) 0 (397.044)
Disposals & Transfers –
Accumulated Depreciation
0 0 0 397.044 0 397.044
Revaluations 0 0 0 0 0 0
Depreciation 0 0 0 (200.934) 0 (200.934)
Net Book Value
31.12.2022
0 0 0 640.727 0 640.727
The following amounts relating to lease liabilities are included in the “Statement Of Financial Position”:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Non-Current Lease Liabilities
564.962
310.751
448.291
209.291
Current Lease Liabilities
281.183
217.095
204.898
149.682
Total:
846.145
527.846
653.189
358.973
104
The Lease Liabilities for the following years are presented in the table below :
Group
up to 1 year
up to 2-5 years
> 5years
Total
Lease Liabilities 303.172
584.733 8.307
896.212
Interest charges for the Period
(21.989) (28.034) (44) (50.067)
NPV of Liability
281.183
556.699
8.263
846.145
Company
up to 1 year up to 2-5 years > 5years Total
Lease Liabilities
222.304
464.363
8.307
694.974
Interest charges for the Period
(17.406)
(24.335)
(44)
(41.785)
NPV of Liability
204.898
440.028
8.263
653.189
The change of Lease liabilities follows :
Group
Company
Opening Balance of Lease Liabilities 2021 673.551 524.530
Acquisitions
270.634
156.672
Interest Charges
24.040
17.830
Leasing Payments
(408.752)
(312.063)
Modification in the Contract’s Terms
(31.627)
(27.996)
Closing Balance of Lease Liabilities 2021 527.846 358.973
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
7.5 Other Intangible Assets
The change in other intangible assets of the Group and the Company is presented to the table below :
Group
Software
Trademarks
Other
Total
Purchase cost 31.12.2021 2.340.295
717.206
0 3.057.501
Accumulated Depreciation at 31.12.2021 (1.069.993) (15.002) 0 (1.084.995)
Net Book Value 31.12.2021
1.270.302
702.204
0
1.972.506
Acquisitions
151.050
0
0
151.050
Disposals & Transfers – Purchase Cost
0
0
0
0
Disposals & Transfers – Accumulated Depreciation
0
0
0
0
Impairment 0
0
0 0
Depreciation
(381.125)
(573)
0
(381.698)
Net Book Value 31.12.2022
1.040.227
701.631
0
1.741.858
Group
Purchase cost 31.12.2021 2.198.611 17.206 0
2.215.817
Accumulated Depreciation at 31.12.2021 (984.336) (15.002) 0
(999.338)
Net Book Value 31.12.2021
1.214.275
2.204
1.216.479
105
Acquisitions
150.718 0 0
150.718
Disposals & Transfers – Purchase Cost 0 0 0
0
Disposals & Transfers – Accumulated Depreciation 0 0 0
0
Impairment 0 0 0
0
Depreciation (358.764) (573) 0
(359.337)
Net Book Value 31.12.2022
1.006.229
1.631
1.007.860
7.6 Goodwill
Companies’ goodwill of the Group is presented in the followings:
31.12.2022
31.12.2021
Opening Balance 1.000.000
1.000.000
Acquisitions / (Disposals) 0
0
Impairments
0
0
Ending Balance
1.000.000
1.000.000
Goodwill refers to the subsidiary “KENFOOD SA” and annual impairment test is being conducted. The recoverable
amount of the goodwill at 31.12.2022 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 31.12.2022 are as follows:
• WACC/Weighted Average Cost Of Capital: WACC used amounted to 10,31%.
• 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 0,50% according to
a conservative estimation for the course of the industry and the Greek economy.
7.7 Investments in Subsidiaries
The following table presents the Investments in Subsidiaries:
Country
of
Incorpor
ation
Direct
participatio
n
rate % of
the parent
31.12.2022
Direct
participation
rate % of the
parent
31.12.2021
Kenfood S.A Greece
99,99% 6.322.733
99,99% 6.322.733
Greek Baking School S.A Greece
99,70% 74.775
99,70% 74.775
Loulis Logistics Services S.A
Greece
99,68%
44.900
99,68%
44.900
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd Greece
20,00% 0
- 0
Loulis International Foods Enterprises Bulgaria Ltd Cyprus
100,00% 7.731.625
100,00% 7.731.625
Total:
14.174.033
14.174.033
The change in Investments in Subsidiaries is analyzed in note 5.2.
106
7.8 Other Non-Current Receivables
The analysis of other non-current receivables is as follows :
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Given Guarantees 84.239
69.866
15.839
10.769
Bond Loans 0
0
0
0
Advance Payments to Suppliers for Non-Current Assets
1.017.820
1.670.088
290.612
325.503
Other Non-Current Receivables
5.737
5.737
0
0
Total:
1.107.796
1.745.691
306.451
336.272
7.9 Inventory
The table below presents the analysis of inventory :
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Merchandise
534.866
416.580
430.189
350.736
Finished & Semi-Finished Products 7.763.215
6.570.278
6.775.447 5.838.131
Raw and Packing Materials
37.690.463
28.672.215
23.637.535
21.971.989
Consumables and Other Stocks 20.758
21.444
16.452 21.444
Asset’s spare parts 26.216
281.696
26.216 220.695
Total:
46.035.518
35.962.213
30.885.839
28.402.995
7.10 Trade Receivables
The analysis of trade receivables is as follows :
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Trade Receivables/Other Trade Receivables
38.468.258
31.629.391
34.976.732
28.393.695
Notes Receivables
3.779
7.338
0
1.550
Notes Overdue
436.278
436.278
434.478
434.478
Cheques Receivable 12.978.151
7.636.681
12.351.388
7.286.141
Cheques Receivable Overdue
4.157.884
4.133.327
3.564.180
3.539.623
Receivables from Related Companies
0
0
188.299
79.626
Minus:
Provisions
(7.521.491)
(7.474.147)
(6.708.716)
(6.685.158)
48.522.859
36.368.868
44.806.361
33.049.955
At 31.12.2022 and 2021, the ageing analysis of the current and overdue trade receivables is as follows :
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Trade Receivables not in arrears
43.416.885
32.228.158
40.379.329
29.324.986
Trade Receivables overdue 1-60 days
3.135.483
2.532.044
2.695.196
2.349.406
Trade Receivables overdue 61-180 days
898.271
419.777
854.694
390.639
107
Trade Receivables overdue >181 days
8.593.711
8.663.036
7.585.858
7.670.082
Total:
56.044.350
43.843.015
51.515.077
39.735.113
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 - 31.12.2022
Not
in arrears
Overdue
1-60 days
Overdue
61-180 days
Overdue
> 181 days
Total
Total of Trade Receivables
43.416.885
3.135.483
898.271
8.593.711
56.044.350
Expected credit Loss
0
(73.460)
(181.597)
(7.266.434)
(7.521.491)
Expected % of Credit Loss
0,00%
-2,34%
-20,22%
-84,56%
-13,42%
Company - 31.12.2022
Not
in arrears
Overdue
1-60 days
Overdue
61-180 days
Overdue
> 181 days
Total
Total of Trade Receivables
40.379.329
2.695.196
854.694
7.585.858
51.515.077
Expected credit Loss
0
(70.990)
(171.508)
(6.466.218)
(6.708.716)
Expected % of Credit Loss
0,00%
-2,63%
-20,07%
-85,24%
-13,02%
7.11 Derivative Financial Assets/Liabilities
The Derivative Financial Assets/Liabilities are presented in the following table :
Group/Company
31.12.2022 31.12.2021
Receivables from Financial Derivatives
9.380
521.000
Total:
9.380
521.000
Group/Company
Group/Company
31.12.2022 31.12.2021
Liabilities from Financial Derivatives
267.878
762.350
Total:
267.878
762.350
7.12 Cash and Cash Equivalents
The following table presents the cash and cash equivalent of the Group and the Company:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Cash in Hand 38.539 63.073
24.294 47.628
Cash at Bank
10.975.388
9.590.285
8.953.269
8.295.453
Total:
11.013.927
9.653.358
8.977.563
8.343.081
108
7.13 Other Current Assets
The table below presents the analysis of other current assets:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Sundry Debtors
3.535.816
2.782.535
3.376.217
2.648.390
Receivables from the Greek State
819.183
1.834.874
485.555
1.683.633
Prepaid Expenses
1.434.674
1.515.573
1.399.878
1.507.541
Accrued Income Receivable
0
0
0
0
Short-term Receivables
from Related Parties
0
0
5.000.000 4.000.000
Minus: Provisions
(844.481)
(844.805)
(843.849)
(843.464)
Total:
4.945.192
5.288.177
9.417.801
8.996.100
7.14 Other Reserves
The analysis of other reserves is as follows:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Asset Revaluation Reserves 2.146.924
2.076.406
2.044.181 1.973.663
Extraordinary Reserves 103.990
103.990
103.990 103.990
Non Taxable Reserves
3.420.457
3.420.457
3.208.286 3.208.286
Asset Revaluation Reserve
9.804.935
6.002.145
8.742.728 4.939.938
Reserve from Foreign Exchange Differences
1.061.889
1.061.889
0 0
Other Reserves
7.651.779
7.651.779
6.592.716 6.592.716
Profit/(Loss) after Tax
25.661.238
25.168.664
28.932.757 29.725.273
Total:
49.851.212
45.485.330
49.624.658
46.543.866
7.15 Long-Term and Short-Term Borrowings
The analysis of the long-term and short-term borrowings for the Group and the Company is presented in the table
below:
Group
Company
Short-Term Borrowings
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Borrowings 4.831.413 5.505.441
1.710
4.758.732
Bond Loans 13.695.809 8.845.809
12.750.000
7.450.000
Total:
18.527.222
14.351.250
12.751.710
12.208.732
Group
Company
Long-Term Borrowings
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Bond Loans 60.077.548 47.473.357
53.675.000
42.125.000
Total:
60.077.548
47.473.357
53.675.000
42.125.000
109
Total Borrowing:
78.604.770
61.824.607
66.426.710
54.333.732
The change in the total borrowing for the Group and the Company is presented in the table below :
Group
Short-Term
Borrowings
Long-Term
Borrowings
Total
Balance at 01.01.2021
5.957.363
54.319.165
60.276.528
Cash Flow:
- Proceeds from Bank Borrowings 7.473.765
2.000.000 9.473.765
- Repayment of Bank Borrowings
(7.425.687)
(500.000)
(7.925.687)
Non-Cash Flow:
- Reclassification from Long-Term to Short-Term Borrowing
8.345.809
(8.345.808)
1
Balance at 31.12.2021
14.351.250
47.473.357
61.824.607
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
Company
Short-Term
Borrowings
Long-Term
Borrowings
Total
Balance at 01.01.2021 5.442.134 45.575.000 51.017.134
Cash Flow:
- Proceeds from Bank Borrowings
4.741.598
4.000.000
8.741.598
- Repayment of Bank Borrowings (5.425.000) 0
(5.425.000)
Non-Cash Flow:
- Reclassification from Long-Term to Short-Term Borrowing 7.450.000
(7.450.000) 0
Balance at 31.12.2021
12.208.732
42.125.000
54.333.732
Cash Flow: 12.208.732 42.125.000 54.333.732
- Proceeds from Bank Borrowings
- Repayment of Bank Borrowings (4.757.022) 29.000.000
24.242.978
Non-Cash Flow: (7.450.000) (4.700.000) (12.150.000)
- Reclassification from Long-Term to Short-Term Borrowing
Cash Flow: 12.750.000
(12.750.000) 0
Balance at 31.12.2022
12.751.710
53.675.000
66.426.710
The maturity periods of the long-term borrowing for the Group and the Company is presented in the table below:
Group
Company
110
Repayment
of Bond Loans
Repayment
of Bond Loans
Within 2023
13.695.809
12.750.000
Within 2024 16.125.809
13.150.000
Within 2025 40.790.809
38.425.000
Within 2026 2.115.809
1.400.000
Within 2027 1.045.121
700.000
Total:
73.773.357
66.425.000
7.16 Deferred Tax Liabilities
The following table presents the deferred tax analysis in accordance with the International Accounting Standards:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Deferred Tax Asset
1.032.027
977.241
913.736
1.011.280
Deferred Tax Liability (12.609.459) (11.789.440)
(12.337.592) (11.543.446)
Total:
(11.577.432)
(10.812.199)
(11.423.856)
(10.532.166)
Group Company
Opening Balance of Deferred Tax Income 2021 (11.394.244) (11.250.394)
Deferred Tax Asset due to Provision for Inventory Obsolescence
(18.339)
(17.000)
Deferred Tax Asset due to Provision for Receivables (79.183) (73.352)
Deferred Tax Asset due to Provision for Employee Compensation
(2.468)
(2.655)
Deferred Tax Asset due to Tax Loss Carry-Forwards 39.175
0
Deferred Tax Asset due to Other Liabilities (52.791) (49.273)
Deferred Tax Liability due to Fixed Assets
575.964
737.062
Deferred Tax Liability due to Other Intangible Assets (6.617) 646
Deferred Tax Liability due to Right of use Assets
128.375
124.871
Deferred Tax Liability due to Participation in Associates (2.071) (2.071)
Deferred Tax Liability due to Other Receivables
0
0
Closing Balance of Deferred Tax Income 2021 (10.812.199) (10.532.166)
Other Balance of Deffered Tax Income 2022 (10.812.199) (10.532.166)
Deferred Tax Asset due to Provision for Inventory Obsolescence (165.000) (165.000)
Deferred Tax Asset due to Provision for Receivables (20.442) (23.087)
Deferred Tax Asset due to Provision for Employee Compensation
(6.671)
(7.158)
Deferred Tax Asset due to Tax Loss Carry-Forwards 141.833
0
Deferred Tax Asset due to Other Liabilities
105.066
97.701
Deferred Tax Liability due to Fixed Assets (731.762) (728.643)
Deferred Tax Liability due to Other Intangible Assets (14.515) 916
Deferred Tax Liability due to Right of use Assets
(71.679)
(64.356)
Deferred Tax Liability due to Participation in Associates 0
0
Deferred Tax Liability due to Other Receivables (2.063) (2.063)
Closing Balance of Deferred Tax Income 2022 (11.577.432) (11.423.856)
111
The change in Deferred Tax Asset / (Liability) for the Group and the Company, is analyzed as follows :
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Deferred Tax Asset/(Liability) – Opening Balance (10.812.199) (11.394.244)
(10.532.166) (11.250.394)
Deferred Income Tax recognized in the Income
Statement
317.467 944.273
190.147 937.243
Deferred Income Tax recognized through Other Total
Income
(1.082.700) (362.228)
(1.081.837) (219.015)
Deferred Tax Asset / (Liability) – Ending Balance (11.577.432) (10.812.199) (11.423.856) (10.532.166)
Deferred tax assets and deferred tax liabilities are included offset in the item “Deferred Tax Liabilities” of the
Statement Of Financial Position.
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, 2022.
or the calculations of the study the following actuarial assumptions have been used:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Discount Rate
3,57%
0,60%
3,57%
0,60%
Expected Salary Increase
2,20% - 2,40%
2,00%
2,40%
2,00%
Inflation
2,20%
1,80%
2,20%
1,80%
The change in the present value of the defined benefit obligations at retirement, recognized in the Statement of
Financial Position is presented in the table below:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Current Cost Service 56.779 46.600
48.651 38.336
Interest Cost 2.418 2.275
2.272 2.148
Settlement/Curtailment Impact 159.475 126.741
155.070 123.112
Past Service Cost 0 2.694
0 3.652
Amounts charged in Profit & Loss Statement
218.672
178.310
205.993
167.248
Actuarial (Profit)/Loss for the period (47.067) (7.329)
(42.067) (3.635)
Amounts charged in Comprehensive Income
171.605
170.981
163.926
163.613
The change in the present value of the defined benefit obligations at retirement, recognized in the Statement of
Financial Position is presented in the table below :
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
112
Present Value of
the Liability – Opening Balance:
402.879 379.292
378.590 358.102
Total Expense
218.672
178.310
205.993
167.248
Actuarial (Profit)/Loss for the Period (47.067) (7.329)
(42.067) (3.635)
Benefits paid
(200.866)
(147.394)
(196.461)
(143.125)
Present Value of
the Liability – End of the year:
373.618 402.879
346.055 378.590
The sensitivity of the Provision for Employee Compensation to a negative or positive change of any key financial
assumption as at December 31, 2022, is as follows:
Group Company
Discount rate increase by 0,5%
-2,5%
-2,5%
Reduction rate discount by 0,5%
2,7%
2,6%
Expected wage increase by 0,5%
2,7%
2,6%
Reduction of expected salary by 0,5%
-2,6%
-2,5%
7.18 Other Non-Current Liabilities
The analysis of Other Non-Current Liabilities for the Group and the Company is presented in the table below:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Other Provisions 0 0
0
0
Long-Term Tax Liabilities
0
0
0
0
Subsidies for Fixed Assets 3.221.661 2.861.214
3.221.661
2.861.214
Long-Term
Liabilities to Associated Companies
0 0
0
0
Total:
3.221.661
2.861.214
3.221.661
2.861.214
7.19 Trade Payables
The analysis of Trade Payables for the Group and the Company is presented in the table below:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Suppliers (Third Parties) 13.438.475 16.571.081
10.005.502
14.632.213
Intra-Group Suppliers 0 0
504.502
310.797
Cheques Payable (Post-Dated)
3.478.343
2.242.287
0
0
Advances from Customers 1.025.957 1.016.312
895.419
971.393
Suppliers (Third Parties) 0
0
0
0
Total:
17.942.775
19.829.680
11.405.423
15.914.403
7.20 Tax Liabilities
The analysis of the Tax Liabilities for the Group and Company is presented in the following table:
Group
Company
113
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Tax & Duties Payable (Not Including Income Tax) 487.711 223.929
455.058 191.997
Income Tax on Profits 869.322 498.201
863.504 492.383
Total:
1.357.033
722.130
1.318.562
684.380
7.21 Accrued & Other Current Liabilities
The analysis of Accrued & Other Current Liabilities for the Group and the Company is presented in the following
table :
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Insurance and Pension Fund Dues 413.692 399.907
366.939 344.592
Dividends Payables 0 0
0 0
Sundry Creditors 8.481.621 4.352.854
8.431.756 4.328.430
Unearned and Deferred Income 1.728 2.633
1.728 2.633
Accrued Expenses 2.233.085 920.774
2.142.158 890.445
Total:
11.130.126
5.676.168
10.942.581
5.566.100
7.22 Revenue
Revenue analysis of the Group and the Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Professional Products
135.032.283
90.846.471
121.740.552
83.347.366
Consumer Products 16.789.909
14.004.036
16.814.701 14.032.689
Mixtures & Raw Material for Bakery & Pastry
11.304.151
7.979.289
0 0
Cereal
34.559.545
21.845.816
34.372.387
21.763.320
Other Products and Services
222.312
232.858
375.410
571.667
Total:
197.908.200
134.908.470
173.303.050
119.715.042
Revenue analysis of the Group and the Company, depending on the country where the customers are located,
Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Revenue within Greece
140.830.879
100.298.013
133.623.761
94.772.760
Revenue outside Greece
57.077.321
34.610.457
39.679.289
24.942.282
197.908.200
134.908.470
173.303.050
119.715.042
7.23 Other Income
Other Income of the Group and the Company is presented in the following table:
114
Group
Company
2022 2021
2022 2021
Other Operating Income 4.154.934
3.160.169
3.271.102
2.644.068
Extraordinary and Non-Operating Income
36.236
100.919
33.748
96.432
Extraordinary Profit 17.135
10.351
17.135
10.351
Income from Prior Period Provisions
750.943
32.895
750.000
13.771
Income arising from exchange differences 11.557
31
11.556
0
Total:
4.970.805
3.304.365
4.083.541
2.764.622
7.24 Distribution Expenses
Distribution expenses of the Group and the Company is presented in the following table :
Group
Company
2022
2021
2022
2021
Materials (51.415) (50.870)
(33.394) (35.942)
Salaries and Staff Cost (4.854.807) (4.368.333)
(4.027.215) (3.698.379)
Third Party Fees (963.449) (831.394)
(728.797) (606.412)
Changes for Outside Services
(950.781)
(515.978)
(716.242)
(442.278)
Other Expenses (9.304.419) (7.601.248)
(7.705.942) (6.654.171)
Taxes-Fees (103.111) (90.311)
(99.631) (86.107)
Depreciation (485.132) (563.847)
(335.891) (418.565)
Total:
(16.713.114)
(14.021.981)
(13.647.112)
(11.941.854)
7.25 Administration Expenses
Administration Expenses of the Group and the Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Materials (9.101) 0
(9.101) 0
Salaries and Staff Cost (2.642.533) (2.292.969)
(2.358.692) (2.071.014)
Third Party Fees
(1.875.975)
(1.548.589)
(1.072.474)
(1.139.926)
Changes for Outside Services (1.327.073) (857.002)
(1.243.338) (785.584)
Other Expenses
(1.890.729)
(640.687)
(1.939.036)
(699.947)
Taxes - Fees (57.994) (50.607)
(36.223) (44.001)
Depreciation (664.480) (617.097)
(631.848) (581.825)
Total:
(8.467.885)
(6.006.951)
(7.290.712)
(5.322.297)
7.26 Other Expenses
Other Expenses for the Group and the Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Extraordinary and non-operating expenses (1.619.536) (151.042)
(1.612.351) (129.243)
115
Extraordinary losses (290.700) (12.231)
(290.650) (3.286)
Provisions for extraordinary contingencies (47.960) (31.098)
(23.942) (17.880)
Loss arising from exchange differences (12.077) (5.423)
(121) (101)
Total:
(1.970.273)
(199.794)
(1.927.064)
(150.510)
The item “Extraordinary and non-operating expenses” of the Group and the Company, for the current year, includes
provision of an amount of € 1,05 million in exchange for rent for the years 1998 until 2022, for the exclusive use
of foreshore and port infrastructures in front of the Company’s facilities at the spot Aghios Ioannis of Amaliapolis,
Municipality of Almyros, Regional Unit of Magnesia and Sporades, as defined by the decision of the General
Directorate of Public Property of the Ministry of Finance with date April 11, 2023.
The item “Extraordinary and non-operating expenses” of the Group and the Company, for the current year, includes
Loss of an amount of € 0,182 million, as the difference between purchase price and fair value of a Company’s
Investment Asset at Tyrnavos of Thessaly, which has been acquired on March 30, 2022 and has been evaluated by
a certified evaluator on June 30, 2022.
The item “Extraordinary losses” of the Group and the Company, for the current year, includes loss of an amount
of € 0,275 million resulted from the disposal of a Company’s Investment Asset at Tyrnavos of Thessaly on November
16, 2022.
7.27 Financial Expenses/Income
Financial Expenses/Income of the Group and the Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Interest Changes and Relevant Expenses (2.393.288) (1.563.071)
(2.168.007) (1.339.458)
Other Financial Expenses (64.070) (87.280)
(43.288) (73.615)
Interest Income and Relevant Income
5.028
3.650
133.116
29.050
Total:
(2.452.330)
(1.646.701)
(2.078.179)
(1.384.023)
7.28 Tax Expenses
Tax Expense of the Group and the Company is presented in the following table:
Group
Company
2022 2021
2022 2021
Current Income tax (863.504) (509.833)
(863.504) (492.383)
Property Tax (48.818) (48.296)
(46.717) (46.195)
Deferred Tax Income 317.467 944.273
190.147 937.243
Income Tax of Previous Years 1.395 0
1.395 0
Tax Audit Differences 0 0
0 0
Total:
(593.460)
386.144
(718.679)
398.665
The reconciliation between the Income Tax Rate which corresponds to profit before tax, based on the applicable
Income Tax Rate in Greece (2022: 22,0%, 2021: 22,0%), and the tax which finally has been charged on the results
of the period follows:
116
Group
Company
2022 2021
2022 2021
Profit/(Loss) Before Taxes 2.987.263 807.448
1.831.626 902.268
Plus/(Minus) adjustments for
Temporary Differences between IFRS-GR GAAP 530.045 793.994
580.207
905.885
Non Deductible Business Expenses
1.936.544
725.065
1.525.077
632.297
Special Expenses with Increased Deduction (12.375) (202.345)
(11.894) (202.345)
Transfer of Loss for Compensation in future year 248.302
528.340
0
0
Tax Loss-offset of Previous Years
(1.764.763) (274.798)
0
0
Tax Profit/(Loss)
3.925.016
2.377.704
3.925.016
2.238.105
Current Income Tax Rate 22,0% 22,0%
22,0% 22,0%
Corresponding Income Tax of the year (863.504) (523.095)
(863.504) (492.383)
Impact of different Income Tax Rates of other countries 0 13.262
0
0
Property Tax
(48.818)
(48.296)
(46.717)
(46.195)
Deferred Tax Income recognized on Results 317.467 944.273
190.147
937.243
Income Tax of previous years
1.395
0
1.395
0
Other 0 0
0
0
Total:
(593.460) 386.144
(718.679) 398.665
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%.
7.29 Profit/(Loss) from Revaluation of Assets
Profit/(Loss) from Revaluation of Asset of the Group and the Company is presented in the following table:
Group
Company
2022
2021
2022
2021
Asset Revaluation Profit/(Loss)
4.875.372
2.086.473
4.875.372
1.436.996
Respective Income Tax On Other Comprehensive Income (1.072.582) (459.024)
(1.072.582) (316.139)
Income Tax Adjustment relating to Other Comprehensive
Income from Change of Tax Rate
0
97.925
0 97.925
Total:
3.802.790
1.725.374
3.802.790
1.218.782
7.30 Earnings per Share (Basic & Diluted)
Earnings per share of the Group and the Company is presented in the following table:
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Net Profit/(Loss) attributable to the owners of the parent
1.842.358 1.193.607
561.405 1.300.933
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
Basic Profit/(Loss) per Share
0,1076 0,0697 0,0328 0,0760
117
8. Financial Risk Management-Objectives & Perspectives
8.1 Financial Instruments
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.
Financial Receivables and Liabilities are warrants against future
execution of contracts of French common wheat traded on the NYSE Liffe Paris market. These Financial
Instruments are used to hedge the fair value of its inventories. 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 on the Balance Sheet date is the fair value of each class of financial instrument, as shown in the
table below:
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Non-Current Assets
Other Long-Term Receivables
1.107.796
1.745.691
306.451
336.272
Total
1.107.796
1.745.691
306.451
336.272
Current Assets
Trade Receivables
48.522.859
36.368.868
44.806.361
33.049.955
Cash and Cash Equivalents
11.013.927
9.653.358
8.977.563
8.343.081
Financial Receivables
9.380
521.000
9.380
521.000
Other Current Assets
4.945.192
5.288.177
9.417.801
8.996.100
Total
64.491.358
51.831.403
63.211.105
50.910.136
Long-Term Liabilities
Long-Term Borrowings
60.077.548
47.473.357
53.675.000
42.125.000
Long-Term Lease Liabilities
564.962
310.751
448.291
209.291
Total
60.642.510
47.784.108
54.123.291
42.334.291
Short-Term Liabilities
Trade Liabilities
17.942.775
19.829.680
11.405.423
15.914.403
Short-Term Borrowings
18.527.222
14.351.250
12.751.710
12.208.732
Short-Term Lease Liabilities
281.183
217.095
204.898
149.682
Financial Liabilities
267.878
762.350
267.878
762.350
Other Liabilities
12.487.159
6.398.298
12.261.143
6.250.480
Total
49.506.217
41.558.673
36.891.052
35.285.647
Fair Value Hierarchy
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: b
ased 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.
118
Group
Company
31.12.2022 31.12.2021
31.12.2022 31.12.2021
Fair Value
Hierarchy
Land
17.041.624 15.544.624
15.710.000 14.213.000
Level 2
Buildings
58.069.814 53.699.731
49.864.028 48.583.000
Level 2
Investment Property
515.986 519.992
495.994 500.000
Level 2
Financial Receivables
829.665 513.392
640.727 348.201
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 is valued for the Group and the Company
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.
8.2 Financial Risk Factors
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, bank deposits and investments in securities.
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 a 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
their credit profile, the maturity of their receivables and the historical background of their collection.
Additionally, the Group’s companies have an insurance contract that covers most of their claims. This contract
cannot be sold or transferred. Customers 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 2,23 at December 31, 2022 towards 2,11 at December 31, 2021.
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 the total of its loans at variable interest rates. Since the
Company's loans are linked with the Euribor index, the maintenance of the latter at low levels has a direct
positive impact on the financial cost of the Group.
119
The table below presents the sensitivity of the Earnings Before Tax of the Group and the Company if the interest
rates change by a percentage point :
Sensitivity Analysis on Interest Rate Changes
Interest Rate Volatility
Impact on Company’s EBT
Impact on Group’s EBT
01.01.2022
31.12.2022
1,00%
-664.267
-786.048
-1,00%
664.267
786.048
01.01.2021
31.12.2021
1,00%
-543.337
-618.246
-1,00%
543.337
618.246
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.
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).
e)
Inventory Loss
The Group’s Management takes all the necessary measures (insurance, safekeeping) to minimize the risk and
the potential damage due to loss of inventory because of natural disasters, theft, etc. At the same time, due to
the high circulation speed of the inventory and their long duration (expiration date), the risk of their obsolescence
is limited.
f)
Risk of Price Increase of Raw Materials
The Group is exposed to risk derived from the variation 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 us
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 using derivative
financial instruments and secondly, to quickly adjust its pricing and commercial policy
g)
Other Operating Risks
The Management of the Company has adopted a reliable internal control system for the detection of
dysfunctions and exceptions within its business activities. In this context, operational, strategic, regulatory,
financial, legal/regulatory risks as well as information systems risks are evaluated and monitored. The Group is
exposed to operational risks and the management deals with them either with internal safeguards or by
transferring the risk to third parties (e.g. insurance companies). The Group’s property and other risk insurance
coverage is adequate.
120
9. Other Information
9.1 LOULIS FOOD INGREDIENTS S.A. Shares
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 31.12.2022 amounts to € 16.093.063, divided into 17.120.280 nominal shares
of an amount of € 0,94 per share.
9.2 Main Exchange Rates for Balance Sheet and P&L
Balance Sheet
31.12.2022
31.12.2021
Change %
EUR:BGN
1,95583
1,95583
0,00%
P&L
Average
01.01.2022-31.12.2022
Average
01.01.2021-31.12.2021
Change %
EUR:BGN
1,95583
1,95583
0,00%
9.3 Comparative Information
If necessary, the comparative amounts have been adjusted to comply with the current period's presentation.
Differences in totals are due to rounding .
9.4 Existing Encubrances
On the fixed assets of the parent Company, mortgages and footnotes have been subscribed for a total amount
of, € 40,8 million at 31.12.2022 to secure bond loans of amount € of 26,0 million.
9.5 Litigation and Arbitration Cases
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.
9.6 Number of Employed Personnel
Number of staff employed at the end of current year 31.12.2022: Group 365, Company 264, compared with 348
for the Group and 258 for the Company in the previous year.
9.7 Transactions with Related Parties
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:
Significant Transactions with Related Parties
Group
01.01.2022 - 31.12.2022
01.01.2021 - 31.12.2021
Sales of Goods
and Services
Purchases of
Goods and
Services
Sales of
Goods and
Services
Purchases
of Goods
and
Services
Associates
1.158
0
0
0
Executives and Members of the Management 0
0
0 0
Total:
1.158
0
0
0
121
31.12.2022
31.12.2021
Receivables
Liabilities
Receivables
Liabilities
Associates
0
0
0
0
Executives and Members of the Management
455.773
849
266.826
813
Total:
455.773
849
266.826
813
Company
01.01.2022 - 31.12.2022
01.01.2021 - 31.12.2021
Sales of Goods
and Services
Purchases of
Goods and
Services
Sales of Goods
and Services
Purchases
of Goods
and
Services
Kenfood SA
646.698
1.887.981
844.105
1.348.163
Greek Baking School S.A
8.400
20.000
8.400
37.000
Loulis Logistics Services S.A
480
0
480
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD 283.395 6.535.022
64.090 1.283.983
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
0
0
0
0
Associates
1.158
0
0
0
Executives and Members of the Management
0
0
0
0
Total:
940.131
8.443.003
917.075
2.669.146
31.12.2022
31.12.2021
Receivables Liabilities
Receivables Liabilities
Kenfood SA
68.724
138.836
58.811
72.418
Greek Baking School S.A
0
0
0
0
Loulis Logistics Services S.A
0
0
0
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD
5.119.575
365.666
4.020.815
238.379
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
0
0
0
0
Associates
0
0
0
0
Executives and Members of the Management
366
849
0
554
Total:
5.188.665
505.351
4.079.626
311.351
Fees of Executives and Members of the Management
Group
Company
31.12.2022
31.12.2021
31.12.2022
31.12.2021
Salaries and Other Fees 1.619.480
1.285.278
908.930 743.155
Total:
1.619.480
1.285.278
908.930
743.155
9.8 Own Shares
The Company, on the date of completion of the financial statements, did not hold any own shares.
122
9.9 Capital Expenditures
Investments in fixed assets for 2022 amount to € 4.913 thousand for the Group and € 3.254 thousand for the
Company.
9.10 Contingent Liabilities/Receivables
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.
On May 11, 2017 the Group’s subsidiary “LOULIS MEL-BULGARIA EAD” came to an agreement with the company
“National Company Industrial Zones”, which is under the supervision of the Ministry of Finance of Bulgaria for
the design, development and management of free industrial areas of the country in order to acquire a plot of
land in the industrial zone of Bozhurishte in Sofia, Bulgaria in order to make a similar investment until November
9, 2021. The subsidiary of the Group on April 12, 2021 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
and according to the applicable law and the completion of the audit form the Bulgarian State is expected. The
Group’s management estimates that there will be no additional obligations to the Bulgarian state in the future
as a result of this case.
Unaudited Tax Years
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 31.12.2022, the fiscal years up to 2016 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
31.12.2021.
For the fiscal year 2022 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 2022 is in progress and the related tax certificate is expected to be provided
after the publication of financial statements of 2022. 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.
9.11 Dividend per share
The BoD of the Company after taking into account the financial results of the year 2022, the financial position
of the Company, the prospects as well as the conditions prevailing in the wider financial environment shall
propose the non-distribution of dividends in the following Annual General Meeting of the Shareholders.
9.12 Approval of Financial Statements
The date of the approval of the Financial Statements by the Board of Directors is 26.04.2023.
123
9.13 Notes on Future Events
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 31
st
,2022 are:
Issuance of Bank Loan
On April 10, 2023 the subsidiary “KENFOOD S.A.” proceeded to the issuance of o 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.
There are no other events that have occurred after December 31st, 2022 that shall have a material impact on
the Group's and Company's Financial Statements.
Sourpi, April 26, 2023
The Chairman of the Board
of
Directors
The CEO
The Chief Accountant
Nikolaos K. Loulis
Nikolaos S. Fotopoulos
Georgios K. Karpouzas
ID ΑΗ 778710/2009
ID ΑΝ 553616/2018
ID ΑΟ 100282/2022
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