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LOULIS FOOD INGREDIENTS S.A.
G.E.MI. (General commercial register) No: 50675444000
(formerly S.A. register No: 10344/06/Β/86/131)
Loulis Port, 370 08, Sourpi Magnesia
ANNUAL
FINANCIAL
REPORT
2025
FOR THE YEAR 2025
(1/1/2025-31/12/2025)
1
Index
Statements of Representatives of the Board Of Directors ..................................................................................... 3
Annual Report of the Board of Directors .................................................................................................................. 4
Independent Auditor’s Report ................................................................................................................................. 74
Annual Financial Statements .................................................................................................................................... 80
1. Statement of Financial Position ........................................................................................................................... 80
2. Statement of Comprehensive Income ................................................................................................................ 81
3. Statement of Changes in Equity ......................................................................................................................... 82
4. Statement of Cash Flows ..................................................................................................................................... 84
5. Notes to Financial Statements ............................................................................................................................ 85
5.1 General Information ................................................................................................................ 85
5.2 The Group Structure ................................................................................................................ 85
6 Framework for Preparation of the Financial Statements ................................................................................... 87
6.1 Compliance with International Accounting Standards (IAS)/International Financial Reporting
Standards (IFRS) .......................................................................................................................... 87
6.2 Basis for Preparation of the Financial Statements ....................................................................... 87
6.3 Reporting Period ..................................................................................................................... 87
6.4 Presentation of Financial Statements ......................................................................................... 87
6.5 Significant Accounting Policies .................................................................................................. 87
6.6 Significant Accounting Estimates ............................................................................................... 87
6.7 Changes in Accounting Policies ................................................................................................. 87
6.8 Accounting Principles Applied ................................................................................................... 89
6.9 Other Accounting Policies ......................................................................................................... 97
6.10 Significant Management Estimates ........................................................................................ 100
7. Notes to financial Statements ........................................................................................................................... 102
7.1 Segment Reporting ................................................................................................................ 102
7.2 Property, Plant and Equipment ............................................................................................... 104
7.3 Investment Property .............................................................................................................. 105
7.4 Right-of-use assets and Lease Liabilities .................................................................................. 106
7.5 Intangible Assets ................................................................................................................... 107
7.6 Goodwill ............................................................................................................................... 108
7.7 Investments in Subsidiaries .................................................................................................... 109
7.8 Other Non – current assets .................................................................................................... 109
7.9 Inventory .............................................................................................................................. 109
7.10 Trade Receivables ................................................................................................................ 110
7.11 Financial Assets & Liabilities at Fair Value .............................................................................. 111
7.12 Cash and Cash Equivalent .................................................................................................... 111
7.13 Other Current Assets ............................................................................................................ 112
7.14 Share Capital, Share Premium and Other Reserves ................................................................. 112
7.15 Non – current and Current Loan Liabilities ............................................................................. 112
2
7.16 Deferred Tax Liabilities ......................................................................................................... 115
7.17 Defined benefit obligations ................................................................................................... 116
7.18 Other Non – Current Liabilities .............................................................................................. 117
7.19 Trade Payables .................................................................................................................... 117
7.20 Tax Liabilities ...................................................................................................................... 117
7.21 Accrued and Other Current Liabilities ..................................................................................... 117
7.22 Sales .................................................................................................................................. 118
7.23 Cost of Sales, Distribution & Administrative Expenses ............................................................. 118
7.24 Other Income ...................................................................................................................... 119
7.25 Other Expenses ................................................................................................................... 119
7.26 Other Financial Results ......................................................................................................... 120
7.27 Financial (Expenses)/Income ................................................................................................ 120
7.28 Income Tax ......................................................................................................................... 120
7.29 Analysis of Tax Effects of Other Comprehensive Income ......................................................... 121
7.30 Earnings per Share .............................................................................................................. 121
8. Financial Risk Management - Objectives and Prospects ................................................................................ 122
8.1 Financial Instruments ............................................................................................................ 122
8.2 Financial Risk Factors ............................................................................................................. 123
9. Other Information............................................................................................................................................... 127
9.1 LOULIS FOOD INGREDIENTS S.A. shares ................................................................................ 127
9.2 Main Exchange Rates in the Balance Sheet and the Income Statement....................................... 127
9.3 Comparative Information ....................................................................................................... 127
9.4 Existing Encumbrances .......................................................................................................... 127
9.5 Litigation and Arbitration Cases .............................................................................................. 127
9.6 Number of Headcount ............................................................................................................ 127
9.7 Transactions with Related Parties ............................................................................................ 127
9.8 Treasury Shares .................................................................................................................... 129
9.9 Capital Expenditure................................................................................................................ 129
9.10 Contingent Liabilities - Assets ............................................................................................... 129
9.11 Dividend per Share .............................................................................................................. 129
9.12 Approval of Financial Statements .......................................................................................... 129
9.13 Note related to Subsequent Events ........................................................................................ 130
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 S.A.:
1. Nikolaos K. Loulis - Chairman of the Board of Directors
2. Konstantinos D. Machairas - Vice Chairman of the Board of Directors
3. Nikolaos S. Fotopoulos - Managing Director
specifically appointed as per today’s decision (April 27, 2026) of the Company’s Board of Directors
DO HEREBY DECLARE THAT
To the best of our knowledge:
a. The accompanying Annual Financial Statements of 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 S.A., as well as 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 S.A. and the consolidated companies as a whole, including description of the
key risks and uncertainties they face.
The Chairman of the BoD
The Vice Chairman of the BoD
The Chief Executive Officer
Nikolaos K. Loulis
Konstantinos D. Machairas
Nikolaos S. Fotopoulos
4
Annual Report of the Board of Directors
of LOULIS FOOD INGREDIENTS S.A.
to the Financial Statements for the fiscal year from
January 1, 2025 to December 31, 2025
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, 2025 and for the fiscal year then ended. LOULIS FOOD INGREDIENTS Group
(hereinafter the "Group"), and besides the Company, includes the subsidiaries which the Company controls
directly or indirectly. The Consolidated and Separate Financial Statements are prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the European Union.
The present report includes the financial report from January 1, 2025 to December 31, 2025, any significant
events that took place in 2025, the projected course of development, description of the significant risks and
uncertainties for the next fiscal year, the Corporate Governance Statement, the Group's and Company’s
significant transactions with related parties, the most significant events that occurred until the date of the
preparation of the Financial Statements and any other additional information required by legislation.
Α. Financial Report for 2025
The Group’s Sales for the fiscal year 2025 amounted to €199,67 million, compared to €206,78 million in
2024, decreased by 3,44%. Respectively, the Company’s sales amounted to €171,25 million, compared to
€180,46 million in the previous year, recording a decrease of 5,10%.
Regarding the Sales per Segment, a significant increase in the sold quantities of the product category “Mill
Consumer Products & Mixtures for Bakery and Pastry” was recorded, which amounted to 27,7
thousand tonnes in 2025, compared to 21,5 thousand tonnes in 2024. Similarly, sales of the category recorded
an increase by 15,43% for the Group and by 15,38% for the Company.
The Group's sales volumes of the “Flour Mill Business Products” category reached 307,3 thousand tonnes,
recording a 5,73% increase compared to 2024. The Company’s sales volume of the category amounted to
274,3 thousand tonnes, recording a 7,16% increase. Similarly, sales of the category amounted to
€129,52 million for the Group and €117,08 million for the Company, recording an increase of 0,67% and
1,18% respectively.
In 2025, the “Mixtures & Raw Materials for Bakery and Pastry” category recorded a significant
increase, as sales to third parties amounted to €16,28 million, compared to €13,82 million in 2024, increased
by 17,74%.
5
On the contrary, in the “Cereals” category, sales volumes for the Group and the Company decreased to
132,2 thousand tonnes, representing a decrease of 17,74% compared to 2024. Sales to third parties
amounted to €35,98 million, decreased by 26,24% compared to €48,78 million in 2024.
In 2025, the Group’s Cost of Sales amounted to €162,76 million, compared to €168,55 million in 2024,
recording a decrease of 3,44%. Respectively, the Company’s cost of sales amounted to €141,88 million,
compared to €149,39 million in the previous year, recording a decrease of 5,03%.
Accordingly in the year 2025, the Group’s Gross Profit amounted to €36,91 million and the Company’s to
€29,37 million, decreased by 3,46% and 5,51% respectively compared to the 2024, where it amounted to
€38,23 million and €31,08 million respectively. As a percentage of sales, the gross margin remained stable,
falling from 18,49% for the Group and 17,22% for the Company to 18,48% and 17,15%, respectively.
In 2025, the Group’s Administrative Expenses and Distribution Expenses totally amounted to
€30,13 million, increased by 6,69% compared to €28,24 million in 2024. The percentage over sales amounted
to 15,09% in 2025, compared to 13,66% in 2024. Respectively, the Company’s administrative and distribution
expenses amounted to €25,22 million, recording an increase of 5,43% compared to €23,92 million in 2024.
The percentage over sales increased from 13,25% in 2024 to 14,73% in 2025.
Specifically, the Group’s distribution expenses as sales percentage amounted to 10,68% in 2025, compared
to 9,37% in 2024, while administrative expenses amounted to €8,80 million, decreased by 0,79% compared
to the previous year. Similarly, the Company’s percentage over sales amounted to 10,24% in 2025, compared
to 8,77% in 2024. The administrative expenses amounted to €7,68 million, decreased by 5,07% compared
to the previous year.
In 2025, the Group’s Financial Expenses amounted to €1,81 million, significantly decreased compared to
€2,92 million in 2024. Percentage over sales decreased from 1,41% in 2024 to 0,90% in 2025. Accordingly,
in 2025, the Company’s financial expenses amounted to €1,55 million, compared to €2,61 million in 2024,
also recording a significant decrease. Percentage over sales decreased from 1,44% in 2024 to 0,90% in 2025.
The significant decrease in financial expenses for the Group and the Company is mainly due to the decrease
in bank borrowings and the relevant financial costs.
In 2025, total Depreciation amounted to €5,94 million for the Group and to €5,16 million for the Company,
compared to €5,84 million and €5,11 million respectively in the previous year, recording an increase of 1,71%
for the Group and 0,98% for the Company. The depreciation percentage over sales increased from 2,82% to
2,97% for the Group and from 2,83% to 3,01% for the Company.
Adjusted Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)
1
for 2025
amounted to €15,84 million for the Group and to €12,74 million for the Company, representing a decrease
of 11,95% and 12,80%, respectively, compared to €17,99 million and €14,61 million in 2024. EBITDA
6
percentage over sales decreased from 8,70% in 2024 to 7,93% in 2025 for the Group, and from 8,10% to
7,44% for the Company.
Taking into account all the above, the Group's Profit before Tax in 2025 amounted to €7,72 million,
compared to €9,33 million of the previous year, recording a 17,26% decrease. The percentage over sales
amounted to 3,87% in 2025, compared to 4,51% in 2024.
The Company’s Profit before Tax amounted to €5,67 million in 2025, compared to €7,06 million in 2024,
recording a decrease of 19,69%. Accordingly, as a percentage over sales it decreased from 3,91% in 2024
to 3,31% in 2025.
In 2025, the Group’s Income Tax amounted to €2,11 million, compared to €2,16 million in 2024. Accordingly
the Company’s income tax increased to €1,78 million, compared to €1,75 million of the previous period.
Taking into account all the above, the Group's Net Profit for the year 2025 (attributable to the Company's
shareholders) amounted to €5,61 million, compared to €7,17 million in 2024, recording a 21,76% decrease.
As a percentage over sales it amounted at 2,81% in 2025, compared to 3,47% in the previous year.
Accordingly, the Company’s net profit for 2025 amounted to €3,89 million, compared to €5,31 million in 2024,
recording a 26,74% decrease. As a percentage over sales it decreased from 2,94% in 2024 to 2,27% in 2025.
In 2025, Total Inflows/(Outflows) from Operating Activities for the Group amounted to inflow of
€15,60 million and to inflow of €15,91 million for the Company. In the previous year, an inflow of €17,76
million for the Group and an inflow of €11,85 million for the Company was recorded.
In 2025, the Acquisition of Tangible and Intangible assets amounted to €5,43 million for the Group
and to €3,11 million for the Company, compared to €2,25 million and €1,93 million in 2024 respectively,
representing an increase compared to the previous year.
The Group's Total Net Borrowings
1
as at December 31, 2025 amounted to €36,19 million, compared to
€40,52 million as at December 31, 2024, recording a 10,69% decrease. Accordingly, the Company's total net
borrowing as at December 31, 2025 amounted to €28,34 million, compared to €38,42 million at the
corresponding date of the previous year, recording a 26,24% decrease.
In summary, the financial results of the Group and the Company are reflected through some key financial
ratios and are compared against objectives set by the Company's management. These objectives are formed
based on the Group’s size and the sector in which it operates, the conditions prevailing in the market as well
as the average figures of the sector where the relevant data is available. The Group’s ratios are presented as
follows:
7
The Group's Key Financial Ratios
1/1 - 31/12/2025
1/1 - 31/12/2024
1
Total Net Borrowing
1
36.194.346
2,28
40.516.252
2,25
EBITDA
1
15.840.558
17.992.662
2
EBITDA
1
15.840.558
9,18
17.992.662
6,30
Interest expenses
1.725.974
2.853.758
3
Non-Current Assets
110.021.965
3,04
110.280.072
2,72
Total Net Borrowing
1
36.194.346
40.516.252
4
Total Net Borrowing
1
36.194.346
0,33
40.516.252
0,37
Total Equity
110.154.335
109.801.149
5
Total Current Assets
85.877.953
1,73
85.012.639
1,36
Total Current Liabilities
49.713.751
62.571.355
6
Total Liabilities
85.745.583
0,78
85.491.562
0,78
Total Equity
110.154.335
109.801.149
The Company's Key Financial Ratios
1/1 - 31/12/2025
1/1 - 31/12/2024
1
Total Net Borrowing
1
28.344.912
2,22
38.421.394
2,63
EBITDA
1
12.742.687
14.609.906
2
EBITDA
1
12.742.687
8,56
14.609.906
5,69
Interest expenses
1.488.521
2.565.491
3
Non-Current Assets
106.924.252
3,77
112.042.339
2,92
Total Net Borrowing
1
28.344.912
38.421.394
4
Total Net Borrowing
1
28.344.912
0,27
38.421.394
0,36
Total Equity
105.276.401
106.626.264
5
Total Current Assets
69.811.096
1,86
71.547.652
1,29
Total Current Liabilities
37.633.052
55.518.383
6
Total Liabilities
71.458.947
0,68
76.963.727
0,72
Total Equity
105.276.401
106.626.264
1
For explanations and calculation of the indicators see section “F. Alternative Performance Measures (APMs)”.
Β. The Group’s Companies and Branches
The Group and the Company hold the following branches:
Name
Country of
Activity
Headquarters
Branches
% of participation
Direct
Indirect
LOULIS FOOD INGREDIENTS S.A.
Greece
Sourpi, Magnisia, Greece
Keratsini Attica,
Μandra Attica
Podochori Kavala
-
-
KENFOOD S.A.
Greece
Keratsini, Attica, Greece
Ampelochori Viotia
Mandra Attica,
Podochori Kavala,
Sourpi, Magnisia
99,996%
-
8
LOULIS LOGISTICS SERVICES
S.A.
Greece
Sourpi, Magnisia, Greece
-
99,688%
-
LEP ENERGY COMMUNITY
COOPERATIVE SOCIETY WITH
LIMITED LIABILITY
Greece
Keratsini, Attica, Greece
-
20,000%
40,000%
LOULIS INTERNATIONAL FOODS
ENTERPRISES BULGARIA LTD
Cyprus
Nicosia, Cyprus
-
100,000%
-
LOULIS MEL-BULGARIA EAD
Bulgaria
General Toshevo, Bulgaria
Bozhurishte, Sofia, Bulgaria
-
100,000%
C. Significant Events during the financial year
The most significant events that took place during 2025 are as follows:
Disbursement of Common Bond Loan
On January 9, 2025, the disbursement of the Common Bond Loan of €5,0 million, was completed; the relevant
issuance program had been signed on December 18, 2024. The purpose of the loan was to cover the
Company’s general business needs. The loan has a two-year term and was granted by Alpha Bank S.A.,
guaranteed by the European Investment Bank (EIB), under the "LRS Enhanced Support for Midcaps"
guarantee scheme.
Sale of investment property in Kalochori, Thessaloniki
On February 19, 2025, the Company sold a warehouse, in the settlement of Kalochori of the Municipal
Community of Kalochori, Municipal Unit of Echedoros, Municipality of Delta, in the Regional Unit of
Thessaloniki. The property includes a land of total area of 2.000 sq.m. and a building of total area of 471,94
sq.m..
The sales price amounted to €200.000 against a book value of €210.000 on 31/12/2024, resulting in the
recognition of a loss of €10.000 in fiscal year 2025. while the transaction is part of the evaluation and rational
management of the Company's properties. The transaction is part of the Company’s ongoing evaluation and
prudent management of its real estate portfolio.
Return of Share Capital with cash payment from the subsidiary "KENFOOD SA"
Pursuant to the decision of the Extraordinary General Meeting of Shareholders of the Group’s subsidiary, held
on March 5, 2025 “KENFOOD S.A.” the following was approved:
a) an increase in share capital by €3.029.135, by increasing the nominal value of each share by €8.299 (from
€10,00 to €18.299), with capitalization of reserves " Share premium", and
b) the equal reduction of the share capital by €3.029.135, with a reduction of the nominal value of each share
by €8,299 (from €18,299 to €10,00), in order to return the capital in cash to the shareholders, for a total
amount of €3.029.135, i.e. €8,299 per share.
The capital repayment was completed on March 11, 2025.
Participation in the share capital increase of the subsidiary "LOULIS LOGISTICS SERVICES S.A."
9
By decision of the Regular General Meeting of Shareholders of the Group’s subsidiary “LOULIS LOGISTICS
SERVICES S.A.”, held on May 16, 2025, an increase in its share capital by €1.000 was approved, through the
issuance of 100 new common registered shares with a nominal value of €10,00 each and a issue price of
€150,00 each.
The cash proceeds from the share capital increase amounted to €15.000 and were allocated as follows: a)
€1.000 for the share capital increase and b) €14.000 credited to the "Share Premium Reserve".
The proceeds were used to strengthen the capital structure and ensure that the subsidiary would continue
as a going concern.
Following the above increase, the share capital of "LOULIS LOGISTICS SERVICES S.A." now amounts to
€32.000, divided into 3.200 common registered shares with a nominal value of €10,00 each. LOULIS FOOD
INGREDIENTS SA now holds 99,688%, instead of 99,677% before the increase.
Decisions of the Regular General Meeting of the Company's shareholders
On May 21, 2025 the Regular General Meeting of the Company's shareholders was held, at which 57,52% of
the share capital was represented, i.e. shareholders and their representatives, representing 9.848.404 shares
and 9.848.404 votes, attended and voted.
The Regular General Meeting of the Company's shareholders made the following decisions on the items on
the agenda, as presented based on the results of the voting per item, posted on the Company's website,
legally registered in G.E.MI. (https://www.loulis.com):
1. The Annual Financial Statements of the Company and the Consolidated Financial Statements were
unanimously approved with 9.848.404, votes, i.e. 57,52% of the share capital, in accordance with
International Financial Reporting Standards, for the period from 1/1/2024 to 31/12/2024, following hearing
and approving the relevant Reports of the Board of Directors and the Independent Auditor's Reports and it
was unanimously decided to distribute dividend amounting to €5.136.084,00, corresponding to a gross
dividend of €0,30 per share. The record date for the right to receive dividends has been set at May 26, 2025,
the record date for the determination of dividend beneficiaries has been set at May 27, 2025, and the starting
date for the payment of dividends through a credit institution or EXAE has been set at May 30, 2025. At the
conclusion of the meeting, the formation of statutory reserve from the profits of the year 2024 amounting to
€405.338,41 was unanimously approved with 9.848.404 votes, representing 57,52% of the share capital. The
Chairman of the Audit Committee presented the Report of the Audit Committee for the FY 2024 to the
shareholders.
2. The total management conducted during the fiscal year ended December 31, 2024, was unanimously
approved by a vote of 9.848.404 shares, representing 57,52% of the share capital, Additionally, the Certified
Public Accountants were unanimously discharged, by a vote of 9.848.404 shares, representing 57,52% of the
share capital, from any liability for damages arising from their actions and the overall management of the
Company during the fiscal year from 1/1/2024 to 31/12/2024, as well as for the Annual Financial Statements
for the said fiscal year.
10
The members of the Board of Directors during the period from 01/01/2024 to 31/12/2024 were as follows:
• Nikolaos Loulis, Chairman of the BoD - Executive Member
• Elissavet Kapelanou – Alexandri, Deputy Chairman of the BoD - Independent Non-Executive Member
• Nikolaos Fotopoulos, Chief Executive Officer - Executive Member
• Spyridon Theodoropoulos, Member of the BoD – Non Executive Member
• Arnoud van den Berg, Member of the BoD – Non Executive Member (from 8/1/2024 to 31/12/2024)
• Konstantinos Machairas, Member of the BoD - Independent Non-Executive Member
• Georgios Taniskidis, Member of the BoD - Independent Non-Executive Member
• Gianluca Fabbri was a Non-Executive Member from 1/1/2024 to 8/1/2024.
The Certified Public Accountants for the fiscal year 2024 were as follows: Vasiliki Tsipa, father’s name
Vasileios, the Statutory Certified Public Accountant and Nikolaos Ioannou, father’s name Vasileios, the Deputy
Certified Public Accountant.
3. The auditing firm "Grant Thornton Chartered Accountants Management Consultants S.A." with registration
number SOEL 127 was unanimously elected with 9.848.404 votes, representing 57,52% of the share capital.
The auditing firm will appoint the Statutory Certified Public Accountant and the Deputy Certified Public
Accountant to audit the Annual Separate and Consolidated Financial Statements, in accordance with
International Financial Reporting Standards, for the fiscal year from 1/1/2025 to 31/12/2025.
4. In accordance with the law and the Company's Articles of Association, the Remuneration Report for the
fiscal year from 1/1/2024 to 31/12/2024 was approved by a majority of 9.848.404 votes, representing 57,52%
of the share capital, on an advisory basis.
5. The advance payments of remuneration and compensation to be paid to the members of the Board of
Directors during 2025 (1/1/2025 - 31/12/2025) were unanimously approved by 9.848.404 votes, representing
57,52% of the share capital. The remuneration and compensation of the members of the Board of Directors
for the period from 1/1/2025 to 31/12/2025 will amount to a total of up to €250.000. These payments are in
line with the Remuneration Policy of the Company. Furthermore, the advance payments of remuneration and
compensation paid to the members of the Board of Directors were unanimously approved by 9.848.404 votes,
representing 57,52% of the share capital. The total amount paid to the members of the Board of Directors
andmembers of the Audit Committee during the fiscal year 2024 (1/1/2024 – 31/12/2024) amounted to
€181.000.
6. The following issues were unanimously approved, with 9.848.404 votes, representing 57,52% of the share
capital:
(a) the establishment of a Treasury Share Repurchase Program for all purposes and uses permitted by
applicable law (including, but not limited to, the purpose of reducing the Company's share capital and
canceling the treasury shares purchased by the Company, and/or their disposal to the personnel and/or
members of the Management of the Company and/or an associate , always in accordance with the Company's
current Remuneration Policy), up to 10% of the Company's paid-up share capital, i.e. a total of up to
11
1.712.028 (17.120.280 X 10%) shares at a price range between two euros (€2) (minimum price) to six euros
(€6) (maximum price) per share, for a period of 24 months from the date of this decision and
(b) granting authorization to the Board of Directors to determine at its sole discretion any other details and
to take all necessary actions for the implementation of this decision, including the further delegation of some
or all of these powers.
7. The proposal of the Chairman of the Board of Directors regarding the "Free distribution of shares of sociétés
anonymes to members of the Board of Directors, executives, and employees of these companies, as well as
the relevant provisions of the law (Article 114 of Law 4548/2018)" was unanimously approved with 9.848.404
votes, i.e., 57,52% of the share capital. The Chairman of the Board of Directors, also, decided to establish a
"Stock Award Plan" for the Company's senior executives in accordance with Article 114 of Law 4548/2018
and the above terms, as well as to authorize the Board of Directors to determine the beneficiaries of the
"Stock Award Plan" and any other terms thereof, as well as to appoint a member or other executive to sign
and/or submit any document before public authorities, agencies, etc., and to perform the necessary actions
for the implementation of the above decisions.
8. The reapproval of the Remuneration Policy for the Company's Board of Directors members, as approved
by the Regular General Meeting of the Company's Shareholders held on 8/7/2019, as amended and
reapproved by the Regular General Meeting of the Company's Shareholders dated 1/6/2021, was unanimously
approved with 9.848.404 votes, representing 57,52% of the share capital. The Remuneration Policy covers
the fiscal year 2024 and extends until the fiscal year 2027.
9. Approval was granted, by 9.848.404 votes, i.e. 57,52% of the share capital, in accordance with Article 98
par. 1 of Law 4548/2018, to the members of the Company's Board of Directors and managers to participate
in the Boards of Directors or in the management of other affiliated companies within the meaning of Article
32 of Law 4308/2014 and therefore to perform on behalf of the affiliated companies transactions that fall
within the purpose pursued by the Company.
10. The "Report of the Independent Non-Executive Members of the Company's Board of Directors" was
submitted to the Regular General Meeting of the Company's Shareholders by the independent members of
the Board of Directors in accordance with the provision of Article 9 par. 5 of Law 4706/2020.
Dividend distribution in 2024
The Regular General Meeting of the Company's shareholders held on May 21, 2025 approved the distribution
of dividend of €5.136.084 (€0,30 per share) both from the profits of the FY 2024 and from the profits of
previous years.
The aforementioned dividend amount is subject to a 5% withholding tax; accordingly, shareholders received
a net amount of €0,285 per share. As of Monday, May 26, 2025 (ex-dividend date), the Company's shares
were traded on the Athens Stock Exchange without entitlement to the dividend for the financial year 2024.
Shareholders entitled to the dividend for 2024 were those registered in the records of the Dematerialised
Securities System (D.S.S.) on Tuesday, May 27, 2025 (Record Date). Payment of the dividend to entitled
shareholders commenced on Friday, May 30, 2025, through the paying bank Alpha Bank Société Anonyme,
12
via the respective D.S.S. participants (banks, custodians, and brokerage firms) of each entitled shareholder,
in accordance with the provisions of the ATHEXCSD Operating Regulation and the relevant decisions issued
thereunder.
Upon the expiry of one year from the dividend payment commencement date, i.e. from May 30, 2026
onwards, the dividend will be payable exclusively at the Company's offices in Keratsini, Attica (1 Spetson
Street, Keratsini 18755). Dividends that remain unclaimed within five (5) years are forfeited in favour of the
Greek State.
Issue of a Common Bond Loan of the subsidiary “KENFOOD S.A.”
On June 3, 2025, the Group's subsidiary "KENFOOD S.A." issued a Common Bond Loan of a five-year maturity
amounting to €1.476.132.
The purpose of the issue was to finance an investment project of the subsidiary, which is subject to the
provisions of Law 4887/2022, as in force, and in particular to the aid scheme "Manufacturing - Supply Chain"
(Cycle B) in accordance with Prot. number 102937/ΥΠΕ/07/8/31667/02/Ν.4887/2022/24-12-2024 (B'
7529/31-12-2024) inclusion decision. The investment project refers to the “Building and Mechanical
Expansion of the Existing Production Unit for Bakery and Confectionery Mixes” at the location of Ampelochori,
Thiva, Regional Unit of Viotia, Region of Central Greece, with a total eligible cost and a total subsidized cost
of €2.952.262,40.
The loan was granted by Piraeus Bank S.A.
Election of a new independent non-executive member of the Board of Directors to replace a
resigning member and constitution of the new Board of Directors
On June 17, 2025, by decision of the Company's Board of Directors and following a positive recommendation
of the Company's Remuneration and Nomination Committee, Anastasia Dritsa was elected as a new
independent non-executive member for the remainder of the Board of Directors' term, i.e. until June 22,
2026, replacing the resigning independent non-executive member Elissavet Kapelanou-Alexandri.
It should be noted that the Company's Board of Directors examined and verified at the above meeting that
a) Anastasia Dritsa meets the individual suitability criteria and b) that the Board of Directors collectively meets
the suitability criteria, in view of the election of Anastasia Dritsa, in accordance with Article 3 of Law
4706/2020 and the Company's Suitability Policy. Furthermore, the Board of Directors examined and verified
her independence, as defined in Article 9 of Law 4706/2020, in the absence of any dependency relationships
as defined in the same article.
The new 7-member Board of Directors of the Company was constituted as a body, pursuant to its decision
dated June 17, 2025, as follows:
1. Nikolaos Loulis, father’s name Konstantinos, Chairman of the BoD– Executive Member
2. Konstantinos Machairas, father’s name Dimitrios, Vice-Chairman of the BoD Independent Non-
Executive Member
13
3. Nikolaos Fotopoulos, father’s name Spyridon, Chief Executive Officer – Executive Member
4. Spyridon Theodoropoulos, father’s name Ioannis, Member of the BoD – Non Executive Member
5. Arnoud van den Berg, father’s name Johannes Cornelis, Member of the BoD – Non Executive Member
6. Anastasia Dritsa, father’s name Spyridon, Member of the BoD - Independent Non-Executive Member
7. Georgios Taniskidis, father’s name Ioannis, Member of the BoD - Independent Non-Executive Member
The term of office of the above Board of Directors, which expires on June 22, 2026, will be extended until
the expiry of the deadline within which the next Regular General Meeting must be convened and until the
relevant decision is taken.
Election of a new member of the Audit Committee to replace a resigning member and
constitution of the Audit Committee
On June 17, 2025, by decision of the Company's Board of Directors and following a positive recommendation
by the Company's Remuneration and Nomination Committee, Anastasia Dritsa was elected as a new member
of the Audit Committee for the remainder of the Audit Committee's term, i.e. until June 22, 2026, replacing
the resigning member, Elissavet Kapelanou-Alexandri.
It should be noted that the Company's Board of Directors examined and verified at the above meeting that
Anastasia Dritsa meets the independence requirements of Article 9 of Law 4706/2020 and has sufficient
knowledge in the field in which the Company operates, and examined and verified that the Audit Committee
meets the Company's individual and collective suitability criteria, as described in the Company's Suitability
Policy.
The new three-member Audit Committee of the Company was constituted as a body in accordance with the
decision of the Audit Committee dated June 17, 2025, as follows:
1. Andreas Koutoupis, father’s name Georgios, Independent third party, Non-Member of the Board of
Directors - Chairman of the Audit Committee
2. Anastasia Dritsa, father’s name Spyridon, Independent Non-Executive Member of the Company's Board
of Directors - Member of the Audit Committee
3. Konstantinos Kontochristopoulos, father’s name Anastasios, Independent third party, Non-Member of
the Board of Directors - Member of the Audit Committee
Election of a new member of the Remuneration and Nomination Committee to replace a
resigning member and constitution of the Remuneration and Nomination Committee
On June 17, 2025, by decision of the Company's Board of Directors and following, Arnoud van den Berg was
elected as a new member of the Remuneration and Nomination Committee for the remainder of the
Remuneration and Nomination Committee’s term, i.e. until June 22, 2026, replacing the resigning member,
Elissavet Kapelanou-Alexandri.
14
The new three-member Remuneration and Nomination Committee of the Company, was constituted as a
body in accordance with the decision of the Audit Committee dated June 17, 2025, as follows:
1. Georgios Taniskidis, father’s name Ioannis, Chairman of the Remuneration and Nomination Committee
- Independent Non-Executive Member
2. Konstantinos Machairas, father’s name Dimitrios, Member of the Remuneration and Nomination
Committee - Independent Non-Executive Member
3. Arnoud van den Berg, father’s name Johannes Cornelis, Member of the Remuneration and Nomination
Committee - Non-Executive Member
Issue of a Common Bond Loan
On August 13, 2025, the Company issued a three-year maturity Common Bond Loan of €15,0 million to cover
working capital requirements. Of the approved amount, €10,0 million has already been disbursed. The loan
was granted by Eurobank S.A.
Issue of a Common Bond Loan
On August 27, 2025, the Company issued a three-year maturity Common Bond Loan of €16,0 million to cover
working capital needs and general business purposes. Of the approved amount, €9,0 million has already been
disbursed. The loan was granted by Alpha Bank S.A.
Commencement of Treasury Share Repurchase Program
On October 31, 2025, by decision of the Company’s Board of Directors, the Company announced the
commencement of its Treasury Share Repurchase Program, as approved by the Regular General Meeting
of Shareholders on May 21, 2025.
The Program provides for the acquisition of the Company’s own common, registered shares up to 10% of
the paid-in share capital, i.e., up to 1.712.028 shares, through the Athens Stock Exchange, in accordance
with the provisions of Article 49 of Law 4548/2018, as currently in force.
Purchases are made in accordance with the applicable regulatory framework, within a price range of €2,00
(minimum price) to €6,00 (maximum price) per share.
The duration of the Program is set at twenty-four (24) months from the date of approval by the Regular
General Meeting, i.e., until May 21, 2027.
During the period from the Commencement of the Program until December 31, 2025, the Company acquired
a total of 40.420 treasury shares, at an average purchase price of €3,48 per share.
D. Projected Course and Development
The vision of the Loulis Food Ingredients Group is “to create value for human nutrition”. Management remains
firmly committed to upholding and strengthening this vision, with the aim of maintaining the Group’s position
as a leader and pioneer in its industry.
The Group’s mission is summarized as follows:
15
• to produce and distribute high-quality, innovative, and competitive raw materials and to provide high-level
services to the food market,
• to lead and grow with environmental and social responsibility, respecting its long-standing tradition, while
creating value for customers, employees, shareholders, and society,
• to strengthen its position as a leader in the market of Southeast Europe, while further expanding its export
orientation.
Recently, the Group has been evolving dynamically, transitioning from a traditional flour industry into an
integrated producer and distributor of raw materials, actively supporting bakers and pastry chefs with high
value-added products and services.
In 2026, the Group aims to achieve its annual business targets and to create a solid basis for its long-term
growth.
The main strategic orientations and priorities of the Group for 2025-2027 are:
• “Product Superiority”: Developing products and services that are recognized in the market as superior and
innovative
• “Operational Excellence”: Optimizing operational efficiency to reduce costs and enhance competitiveness
• “New technologies”: Integrating new technologies to increase productivity and strengthen innovation
• “Sales growth”: Sales growth aiming at ensuring Group’s sustainability
• “Conditions for future growth”: Targeted investments to support further growth beyond 2027.
• “Team Empowerment”: Fostering a modern, merit-based, and supportive work environment.
The projected outlook for the coming year continues to be influenced by the uncertainty prevailing in both
the domestic and international economies, as a result of ongoing geopolitical developments and shifting
macroeconomic conditions. The economic environment remains characterised by volatility in energy and raw
material costs, developments in interest rates and financing conditions, as well as adjustments in international
supply chains.
According to estimates and analyses by European institutional bodies, economic activity in the European
Union is expected to evolve within a context of gradual adjustment, with trends toward stabilization of
inflationary pressures and a modest strengthening of economic activity. At the same time, consumption of
essential goods, including food products, is expected to be affected by developments in household disposable
income, overall labor market conditions, and the level of energy and raw material prices.
However, the evolution of the above factors remains difficult to assess with precision, as it depends on
variables that cannot be predicted or influenced by the Company, such as international raw material prices,
energy costs, geopolitical developments, conditions in international trade, and the implementation of fiscal
and monetary policies at both European and global levels.
16
Despite the environment of heightened uncertainty, the Company’s Management believes that its competitive
production base, well-organized storage and supply infrastructure, accumulated know-how, and adequate
financial liquidity constitute significant advantages that support its operational resilience. These factors are
expected to contribute to maintaining business continuity and to the implementation of the Company’s
strategic planning within the context of the prevailing market conditions.
Ε. Key Risks and Uncertainties for the Next Year
The Group has developed and applied an effective “Business Risk Management System” to identify, assess,
manage, address and monitor business risks. Management applies appropriate and effective 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 operations.
Based on current assessment, Management has concluded that no further impairment provisions are
necessary for the Group's financial and non-financial assets as at December 31, 2025.
The main risks that the Group is exposed to and is likely to face within the next fiscal year are as follows:
Macroeconomic Environment
Macroeconomic conditions in Greece and globally remain volatile due to ongoing geopolitical tensions,
developments in interest rates and financing conditions, uncertainty in energy markets, and prolonged
inflationary pressures on raw material costs.
Management continuously assesses the potential impact of any changes in the macroeconomic and financial
environment in the countries where the Group operates, taking into account global economic developments,
in order to ensure that all necessary measures are taken to mitigate, to the extent possible, any adverse
effects on the Group’s operations.
Inflationary pressures on raw material costs and fluctuations in energy prices have affected the Group’s
financial and operating performance. Management is closely monitoring macroeconomic developments and
the economic outlook, to limit uncertainties and mitigate potential risks.
Risk from the Russian Invasion in Ukraine
The Group has no direct or indirect operations in Ukraine or Russia. However, geopolitical developments
arising from the conflict continue to affect the broader economic environment, primarily through volatility in
energy and raw material prices, as well as inflationary pressures.
Although supply chain conditions have largely normalized compared to previous periods, uncertainty remains,
particularly with regard to grain markets and international trade flows. The Group has adapted its sourcing
strategy by securing alternative supply sources from European countries and other international markets,
thereby limiting its exposure to related risks.
17
Management systematically monitors developments and assesses the potential impact on the Group’s
turnover, results, and financial position, taking the necessary measures to mitigate the impacts and ensure
Group's and the Company's going concern.
Risk from Geopolitical Tensions in the Middle East
Geopolitical developments in the Middle East may affect the global economic environment, primarily through
volatility in energy prices and disruptions in international transportation and supply chains.
The Group has no direct or indirect operations in these regions. However, any escalation of conflicts or
prolonged instability could lead to increased energy and transportation costs, as well as delays in international
trade flows.
Management systematically monitors developments and evaluates the potential impact on the Group’s
revenue, results, and financial position. At the same time, the necessary measures are taken to ensure
business continuity, through supplier diversification and adjustments to the supply chain, where required.
Climate Change Risks
The increase in average global temperatures is associated with a higher frequency and intensity of extreme
weather events, including catastrophic floods, frosts, heavy snowfalls, and large-scale fires due to prolonged
droughts. Risks arising both from the physical impacts of climate change and from the transition to a low-
carbon economy are expected to affect a significant portion of economic activity, creating challenges related
to sustainability and business continuity.
Taking into account the severe weather events recorded in recent years, Management systematically assesses
the related risks and implements the necessary measures to prevent, minimize, and effectively manage
potential impacts, in addition to the insurance coverage provided for insured risks.
Credit Risk
The Group has no significant concentration of credit risk in any of its contracting parties, mainly due to the
large number of customers and the significant spread of the customer base.
The Group Management has adopted and applies specific credit control procedures to minimize its doubtful
receivables. These procedures are focused both on the control of the creditworthiness of customers and the
effective management of receivables before they become due. As part of the credit risk monitoring, customers
are classified based on the maturity of their receivables, the historical background of their collection taking
into account future factors relating to customers, their creditworthiness, as well as the broader financial
environment.
Moreover, the Group companies maintain a credit insurance agreement, covering most of their receivables.
This agreement cannot be sold or transferred. Customers considered doubtful are reassessed at every
financial statement date and a provision for doubtful receivables is established where it is considered probable
that they will not be collected.
Liquidity Risk
18
The Group maintains liquidity risk at low levels through availability of sufficient cash and/or approved credit
limits to ensure that the Group can meet its short-term financial obligations. The Group's liquidity ratio
(current assets to current liabilities) as at December 31, 2025 stood at 1,73 compared to 1,36 as at December
31, 2024.
The Group makes provisions for hedging liquidity risks on a regular basis to monitor and manage liquidity
risk.
Liabilities carried forward as at 31/12/2024 are analyzed as follows:
Group
up to 1 year
2 to 5 years
> 5 years
Total
Trade payables
16.718.750
0
0
16.718.750
Lease Liabilities
527.808
999.556
8.085
1.535.449
Loan Liabilities
39.915.054
7.160.931
0
47.075.985
Total:
57.161.612
8.160.487
8.085
65.330.184
Company
up to 1 year
2 to 5 years
> 5 years
Total
Trade payables
13.643.514
0
0
13.643.514
Lease Liabilities
448.209
941.286
8.085
1.397.580
Loan Liabilities
36.700.006
6.100.000
0
42.800.006
Total:
50.791.729
7.041.286
8.085
57.841.100
Liabilities carried forward as at 31/12/2025 are analyzed as follows:
Group
up to 1 year
2 to 5 years
> 5 years
Total
Trade payables
20.256.837
0
0
20.256.837
Lease Liabilities
624.553
1.165.374
21.577
1.811.504
Loan Liabilities
24.162.072
20.921.254
0
45.083.326
Total:
45.043.462
22.086.628
21.577
67.151.667
Company
up to 1 year
2 to 5 years
> 5 years
Total
Trade payables
16.306.829
0
0
16.306.829
Lease Liabilities
502.258
1.008.139
21.577
1.531.974
Loan Liabilities
16.802.529
19.300.000
0
36.102.529
Total:
33.611.616
20.308.139
21.577
53.941.332
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 the risk of interest rate fluctuations maintaining all loans at floating rates, while it has
signed interest rate swaps to ensure that the cost of long-term borrowing is kept fixed against a fluctuation
in the Euribor rate.
19
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
1/1 –
31/12/2025
1,00%
-361.025
-450.833
-1,00%
361.025
450.833
1/1 –
31/12/2024
1,00%
-428.000
-470.760
-1,00%
428.000
470.760
Exchange Rate Risk
The Group operates in Southeastern Europe and is therefore exposed to exchange rate risk arising from
fluctuations in the functional currencies of the countries in which it operates against other currencies. The
main currencies in which the Group conducts transactions are the Euro and the Bulgarian Lev.
The exchange rate of the Bulgarian Lev against the Euro has been fixed (BGN 1.95583 = EUR 1) since January
1, 1999, resulting in limited exposure of the Group to foreign exchange risk.
Furthermore, following the decision of the Council of the European Union dated July 8, 2025, Bulgaria joined
the eurozone with effect from January 1, 2026, at the above fixed conversion rate. As a result, from that
date onwards, no foreign exchange risk is expected to arise from the Group’s operations in Bulgaria.
The Group’s Management continuously monitors exchange rate developments and evaluates the need to take
appropriate measures; however, as of December 31, 2025, foreign exchange risk is considered non material.
Capital Management
The Group's primary objective with regard to capital management is to ensure that it maintains strong
creditworthiness and healthy capital ratios, in order to support its business operations and maximise value
for the benefit of shareholders.
Management systematically monitors the capital structure and makes relevant adjustments in order to
respond to changing conditions in the economic environment. In this context, it may modify its dividend
distribution policy, return capital to shareholders or issue new shares, depending on the Group's needs and
prospects.
A key tool in capital management is the leverage ratio, defined as the ratio of Total Net Debt to Equity, which
is monitored at Group level. Net Borrowings include Long and Short-Term Borrowings, net of Cash and Cash
Equivalents.
This ratio for the Group as at December 31, 2025 was 0,33 compared to 0,37 as at December 31, 2024.
Group
Company
20
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Non-current loan liabilities
20.921.254
7.160.931
19.300.000
6.100.000
Current loan liabilities
24.162.072
39.915.054
16.802.529
36.700.006
Cash and cash equivalents
(8.888.980)
(6.559.733)
(7.757.617)
(4.378.612)
Total Net Borrowing (a):
36.194.346
40.516.252
28.344.912
38.421.394
Total Equity (b):
110.154.335
109.801.149
105.276.401
106.626.264
Ratio of Total Net Borrowings to Total Equity
[(a)/(b)]:
0,33
0,37
0,27
0,36
Risk of Inventory Loss
The Group Management takes all the necessary measures (insurance, security) to minimize the risk and
possible damage due to inventory loss from natural disasters, thefts, etc. Moreover, due to the inventory΄s
high turnover ratio and the simultaneous inventory’s long term (expiry date), the risk of their obsolescence
is very limited.
Risk of Price Variation of Raw Materials
The Group is exposed to the risk of price fluctuations in the basic raw materials used for its products.
Fluctuations in raw material prices in recent years, as well as the general economic crisis, lead to the
conclusion that this volatility will continue. Therefore, the exposure to this risk is assessed as increased and
therefore the Group's management takes appropriate measures to limit this exposure through special
agreements with its suppliers, the use of derivative financial products and the timely adjustment of the
Group's pricing and commercial policy.
Other Risks
The Group's Management has established a reliable "Internal Control System" to identify malfunctions and
exceptions in the context of its business operations. In this context, operational, strategic, regulatory,
financial, legal/regulatory and information systems risks are assessed and monitored.
The Group is exposed to operational risks and the Management addresses them either through internal
controls or through the transfer of risk to third parties (e.g. insurance companies). The Group's insurance
coverages for property and other risks are adequate.
F. 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)
21
The EBITDA ratio, which aims to a better analysis of the Group’s and Company’s operating results, is
measured as follows: “Profit/(Loss) before tax”, as adjusted by the addition of “Other financial results”,
“Financial income”, “Financial Expenses” and “Depreciation” items. The “ Depreciation” item added to
“Profit/(Loss) before tax” is the amount resulting from the offsetting of depreciation of fixed assets (expense)
against the corresponding amortization of grants (income) received for these assets.
The margin of this ratio is calculated by dividing the EBITDA by Total Sales.
Group
Company
2025
2024
2025
2024
Sales
199.670.718
206.783.180
171.249.219
180.464.240
Profit/(Loss) before Tax
7.719.466
9.330.547
5.671.472
7.055.859
Other Financial Results
642.259
209.036
626.009
133.449
Financial Income
(263.576)
(307.089)
(262.370)
(298.154)
Financial Expenses
1.805.823
2.923.842
1.545.226
2.607.094
Depreciation and amortization
5.936.586
5.836.326
5.162.350
5.111.658
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA):
15.840.558
17.992.662
12.742.687
14.609.906
Earnings before Interest, Tax, Depreciation and
Amortization (EBITDA) Margin:
7,93%
8,70%
7,44%
8,10%
Earnings before Interest and Tax (EBIT)
The “Earnings Before Interest, Tax, (EBIT)” ratio, which serves to a better analysis the operating results of
the Group and the Company, is calculated as follows: “Profit/(Loss) before Tax” adjusted by the addition of
“Other Financial Results”, “Financial Income” and “Financial Expenses”.
The margin of this ratio is calculated by dividing the EBIT by Total Sales.
Group
Company
2025
2024
2025
2024
Sales
199.670.718
206.783.180
171.249.219
180.464.240
Profit/(Loss) before Tax
7.719.466
9.330.547
5.671.472
7.055.859
Other Financial Results
642.259
209.036
626.009
133.449
Financial Income
(263.576)
(307.089)
(262.370)
(298.154)
Financial Expenses
1.805.823
2.923.842
1.545.226
2.607.094
Earnings before Interest and Tax (ΕΒΙΤ):
9.903.972
12.156.336
7.580.337
9.498.248
Earnings before Interest and Tax (ΕΒΙΤ) Margin:
4,96%
5,88%
4,43%
5,26%
Total Net Borrowing
22
"Total Net Borrowing" is an ESMA used by Management to assess the capital structure of the Group and the
Company. It is calculated as the sum of “Long-term Loan Liabilities “and “Short-term
Loan Liabilities”, less “Cash and Cash Equivalents”.
Group
Company
31.12.2025
31.12.2024
31.12.2025
31.12.2024
Non - current Loan Liabilities
20.921.254
7.160.931
19.300.000
6.100.000
Current Loan Liabilities
24.162.072
39.915.054
16.802.529
36.700.006
Cash and Cash Equivalents
(8.888.980)
(6.559.733)
(7.757.617)
(4.378.612)
Total Net Borrowing
36.194.346
40.516.252
28.344.912
38.421.394
G. 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 2025. The
reference date of the Corporate Governance Statement is 31.12.2025.
Corporate Governance Code
In compliance with Article 17 of Law 4706/2020 and upon the Board of Director’s decision dated 25.06.2021,
the Company applies the Hellenic Corporate Governance Code of the Hellenic Corporate Governance Council
(HCGC) (version 2021), which takes into consideration the relevant amendments of the legislative framework,
the regulations and best international corporate governance practices as applicable.
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 HCGC website, the Code is also available on the Company’s official website:
https://www.loulis.com/kodikas-etairikis-diakyvernisis
The specific practices of the Corporate Governance Code with which the Company has not complied are listed
below, with a brief explanation of the reasons that justify the specific non-compliance/deviation.
Non-compliance/deviation from special practices
Section Α – Board of Directors
2.4. Remuneration of BoD Members
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.
No such provision has been made in the contracts of the executive members of the Board of Directors,
because the Company's Remuneration Policy includes a corresponding clause: "The payment of variable
remuneration may still be cancelled upon decision of the Board of Directors, in case the receiber is proven to
23
have violated the Company's Code of Business Principles or is convicted by a Criminal Court, or if the payment
of variable remuneration was based on the Company's profitability data which were subsequently proven to
be inaccurate". Therefore, the adoption of the relevant HCGC practice is not considered appropriate and no
material risk is considered to arise from such deviation.
3.3. Evaluation of the Board of Directors/CEO
3.3.4 The Board of Directors collectively, as well as the Chairman, the CEO and the other members of the
Board of Directors are evaluated annually regarding the effective performance of their duties. This evaluation
shall be facilitated at least every three years by an external consultant.
The Company has established a method of continuous and regular evaluation of the Board of Directors
collectively and of the Chairman, the CEO and the other members of the Board of Directors individually, with
regard to the fulfilment of their duties, which is carried out in cooperation with the Remuneration and
Nomination Committee and the Chairman of the Board of Directors. The aforementioned annual evaluation
is considered to be fully adequate and justified, based on specific and objective criteria. For this reason, the
Board of Directors, although recognizing the importance of the recommendation of the Hellenic Corporate
Governance Code regarding the evaluation of its operations by an independent external evaluator, decided
not to proceed with the assignment of such evaluation during the current period. This decision was taken
after considering the high level of experience and professionalism of the BoD members. In particular, each
BoD member has a long and successful career in the business world, holding key responsibility positions and
actively contributing to the development and success of large business groups. The accumulated knowledge
and deep understanding of corporate governance principles held by the members of the Board of Directors
shall ensure the effective operation and supervision of corporate activities. Furthermore, the BoD conducts
regular internal reviews of its practices and procedures, aiming to continuously improve its effectiveness. It
was therefore considered that, in the current circumstances, an external evaluator's assessment is not
necessary. However this does not exclude the possibility of a future reassessment of this issue in the context
of ongoing monitoring and alignment with the principles of a sound corporate governance.
Corporate Governance practices in addition to the provisions of the law
The Company does not apply Corporate Governance practices in addition to the requirements of the
applicable legislation.
Corporate Governance System
The Company applies a Corporate Governance System with the following main components:
- Internal Control System
- Internal Audit Unit
- Risk Management Officer
- Compliance Officer
- Investor Relations & Corporate Announcements Unit
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- Corporate Governance Code
- Rules of Procedure
- Board of Directors’ Rules of Procedure
- Audit Committee
- Remuneration and Nomination Committee
- Suitability Policy
- Sustainable Development Policy
- Remuneration Policy
- Whistleblowing Policy
- Conflict of Interest Policy
- Related Party Transactions Policy
- Anti-Corruption and Anti-Bribery Policy
- Shareholder Communication Mechanism Policy
- Human Rights Policy
- Anti-Violence and Anti-Harassment Policy
- Code of Conduct
Key characteristics of the Company’s Internal Control System and Risk Management in relation
to the financial statements preparation process
The Company implements a Corporate Governance System, part of which is the Company's Internal Control
System ("ICS") The ICS refers to the set of internal control mechanisms and procedures, including risk
management, regulatory compliance and internal control, which cover the Company's and Group' s operations
on an ongoing basis and contribute to the safe and effective operation of the Company and its Group
companies.
The ICS consists of, but is not limited to, the following:
• Control Environment, consisting of at least the following:
o Integrity, Ethical Values and Management Conduct
o Organizational Structure
o Board of Directors
o Corporate Responsibility
o Human Resources
• Risk Management
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• Control Activities
• Information & Communication System.
• ICS Monitoring Activities, to report on findings that need to be corrected or improved.
The Company's Internal Control System aims at the following objectives:
a) The systematic implementation of the operational strategy, with the effective use of available resources.
b) The effective operation of the Internal Audit Unit, whose organisation, operation and responsibilities are
defined in its Operating Regulations
c) Effective risk management, through the identification and management of material risks associated with
the Company's business and operations, through the risk management function.
d) To ensure the accuracy and reliability of the data and information required for the accurate and timely
determination of the Company's financial position and the preparation of reliable financial statements, as well
as its non-financial position, in accordance with Article 151 of Law 4548/2018.
e) the Company’s effective compliance with the regulatory and legislative framework, as well as the internal
regulations governing the Company's operation through regulatory compliance.
The Board of Directors ensures that the Internal Control System operations are independent of the business
areas they control, and that they have adequate financial and human resources, as well as the authority to
operate effectively, as required by their role. Reporting lines and the allocation of responsibilities are clear,
enforceable and properly documented.
In addition to the Internal Control System, in 2025, the Board of Directors conducted a review of the corporate
strategy and the main business risks affecting the Company. This review is carried out at least annually and,
in any case, whenever required by circumstances.
The Company's Internal Audit Unit monitors the proper implementation of each internal control procedure
and system, regardless of their accounting or non-accounting nature, and assesses the company by reviewing
its activities, acting as a service to the management. Its main mission is to monitor and improve the operations
and policies of the Company and its subsidiaries (hereinafter referred to as the "Group") and to advise the
Board of Directors by submitting relevant proposals to the Board of Directors regarding the Internal Control
System.
The Internal Control System aims, inter alia, to ensure the accuracy and reliability of data and information
required for the accurate and timely preparation of the Company's financial position and the production of
reliable Financial Statements. Regarding the financial reporting process, the Company declares that the
accounting system used is sufficient for reporting to the management and to external users.
The Financial Statements and other analyses reported to the management are prepared on a separate and
consolidated basis in accordance with International Financial Reporting Standards (IFRS), as adopted by the
European Union for management reporting purposes and for disclosure purposes, in accordance with the
applicable regulations. Both administrative information and financial information to be disclosed include all
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the necessary information on an up-to-date internal control system, which includes sales, cost/expense and
operating profit analyses as well as other data and indicators. All reports to the management include the
current period's data compared with the corresponding data for the period of the previous reporting year.
The published interim and annual financial statements include all necessary information and disclosures on
the financial statements in accordance with International Financial Reporting Standards as adopted by the
European Union, reviewed by the Audit Committee and approved in their entirety by the Board of Directors
respectively.
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 auditing 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
inter alia:
• Period-end closing procedures, which include submission deadlines, responsibilities, classification and
account analysis, and updates to required disclosures.
• Reconciliations of customer and supplier account balances, as well as other receivables and payables of
the Company at regular time periods.
• Procedures which ensure that transactions are recognized in accordance with International Financial
Reporting Standards.
• Bank account and loan account reconciliations held by the Company with authorized banks on a monthly
basis.
• Auditing and reconciliations of cheques receivable and payable.
• Forming provisions for the Company’s receivables and liabilities when the supporting documents have not
yet been obtained.
• Carrying out physical inventories and checks on imports/exports in warehouses on a monthly basis.
• Process for auditing and reconciling sales and issued documents.
• Establishing policies and procedures for areas such as significant purchases, payment and collection
procedures, managing inventories, etc.
• Establishing procedures for registration by different persons in the context of segregation of duties.
• Approvals and procedures for the correct entry of the Company’s expenses into the accounting plan kept
and into the correct cost center.
• Procedures for approving the purchase, registration and monitoring of fixed assets and for carrying out
planned depreciation.
• Procedures for monitoring and managing staff and payroll obligations.
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• Procedures to ensure the correct use of the accounting plan applied by the Company and that access and
changes to it through the Company's information system are made only by authorized users in a specific
area of responsibility.
At the end of each period the Company’s Accounting Department conducts the required actions for the
preparation of the Financial Statements according to the Law.
The Company’s Information System is continually developed and upgraded through the close cooperation
with a recognized 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.
Safeguards shall also be applied regarding:
a) the identification and risk assessment in relation to the credibility of the Financial Statements,
b) the administrative planning and monitoring regarding financial figures,
c) fraud prevention and detection,
d) the roles/responsibilities of staff,
e) the financial year closure process including consolidation (e.g. procedures, accesses, approvals,
agreements, etc.); and
f) assurance of the provided data from the information systems.
The preparation of the internal reports to Management and the reports required by Law 4548/2018, the
International Financial Reporting Standards and the supervising authorities is conducted by the Financial
Administration, which consists of qualified and experienced executives.
The Management ensures that these executives are properly informed about changes in accounting and tax
issues concerning the Company and the Group. The Company has established separate procedures for the
collection of the required information from the subsidiaries and ensures that the Group companies reconcile
individual transactions and apply the same accounting policies.
Risk Management of the Company targets to adequately and effectively support 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 purpose of the Company's Regulatory Compliance is to assist the Board of Directors in the full and
continuous compliance of the Company with the current legislative and regulatory framework and the internal
Regulations and Policies governing its operation, providing a full overview of the degree of achievement of
this purpose at any time. The established policies and procedures are evaluated and redefined if they are
found to be inadequate or if changes in the legislation require so.
Results of the Internal Control System evaluation process
The Company, by decision of its Board of Directors, has appointed the company CROWE - ASSOCIATED
CERTIFIED PUBLIC ACCOUNTANTS S.A., with the distinctive title "SOL S.A." or "SOL Crowe" to assess the
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adequacy and effectiveness of the Internal Control System (ICS), for the reporting period 1/1/2023 to
31/12/2025 and with a reporting date of December 31, 2025.
The audit was performed in accordance with the audit program of the Hellenic Accounting and Auditing
Oversight Board (HAASOB) and the International Standard on Assurance Engagements (ISAE) 3000 and no
material weaknesses were identified in the ICS, in accordance with the Regulatory Framework.
This evaluation period (01/01/2023 - 31/12/2025) establishes a dynamic process for future evaluations,
ensuring the Company's ongoing adherence to the current legal and regulatory framework via continuous
review and corrective actions.
Results of the Corporate Governance System evaluation process
The Board of Directors, in the context of its obligations arising from paragraph 1 of Article 4 of Law 4706/2020,
evaluated the implementation and effectiveness of the Company's Corporate Governance System, with
reference date as of December 31, 2025. This evaluation did not identify any material weaknesses.
In the context of this process, the Board of Directors assigned, inter alia, the Corporate Governance System
adequacy and effectiveness assessment to CROWE - ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS S.A.
The assessment was performed in accordance with the assurance procedures program set out in the decision
I'73/08β/14.02.2024 of the Supervisory Board of the Institute of Certified Public Accountants, based on the
International Standard on Assurance Engagements 3000 (Revised), "Assurance Engagements Other than an
Audit or Review of Historical Financial Information". The work of the Chartered Accountants did not reveal
any material weaknesses in the Company's Corporate Governance System.
This result further confirms the Company's ongoing compliance with the current legislative and regulatory
framework for its Corporate Governance System, ensuring lawful and orderly operation with the goal of
sustainable strategic growth.
The curriculum vitae of the Company's Internal Auditor is set out below:
Zakinos Cohen, Internal Auditor
He is Economist, born in Volos. After successfully completing his studies in Business Administration at the
University of Piraeus, he went on to pursue postgraduate studies at the University of Bonn in Germany, where
he completed a Master of Laws (LL.M.) program entitled European Regulation of Network Industries,
specializing in EU law relating to regulatory authorities and competition. For several years, he served as a
Branch Manager at a major retail company. In addition, from 2015 to 2019, he served as Deputy General
Manager at the strategically important port grain storage terminal of Al Dahra Holding LLC in the United Arab
Emirates. Upon returning to Greece, he was appointed Director of the Office of the General Secretariat for
Tourism Policy and Development at the Ministry of Tourism. At present, he serves as Internal Auditor of Loulis
Food Ingredients S.A., and is registered in the Registry of Internal Auditors of the Economic Chamber of
Greece. He also served as a member of the Disciplinary Committee of the Institute of Internal Auditors
Greece. During 2024, he was appointed as a member of the Audit Committee of the stock exchange-listed
company YALCO - KONSTANTINOU S.A.
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Curriculum vitae hyperlink: https://www.loulis.com/en/members/zakinos-koen/?id=28
General Meeting of Shareholders
Operation and key authorities of the General Meeting
The General Meeting of the Shareholders is the supreme body of the Company, and is authorised to decide
on all corporate matters and issues submitted to it. The role, responsibilities, convening, participation, regular
and extraordinary quorum and majority of participants, the Presidium, the Agenda and the general operation
of the General Meeting of the Company's shareholders are described in the Company's Articles of Association,
which is governed by the provisions of Law 4548/2018, as amended.
In particular, the General Meeting is exclusively responsible to decide on:
• amendments to the Articles of Association and the capital increases and decreases. Decisions on
amendments to the Articles of Association shall be valid, provided that they are not prohibited by an
explicit provision of the Articles of Association,
• election of BoD members and Auditors,
• approval of the Company's balance sheet,
• distribution of annual profits,
• merger, division, conversion, revival, extension or liquidation of the Company; and
• appointment of liquidators.
The following is not included in the provisions of the aforementioned paragraph: a) increases decided by the
BoD in accordance with Article 24 of Law 4548/2018, as well as increases imposed by the provisions of other
Laws, b) the amendment of adjustment of the provisions of the Articles of Association by the Board of
Directors in accordance with Article 117 par. 2(β) of Law 4548/2018 , c) the appointment by statute of the
first Board of Directors, d) the election of Directors according to the Company’s Articles of Association
pursuant to article 82 of Law 4548/2018, in replacement of persons who have resigned, died or otherwise
lost their status, e) the absorption of a limited company from another company owning 100% of its shares,
in accordance with Article 117 par. 2(e) of Law 4548/2018 and f) the possibility of distributing profits or
voluntary reserves in the current financial year by decision of the Board of Directors, provided that the Regular
General Meeting of Shareholders has granted the relevant authorisation.
The duties of the General Meeting include the election of the members of the Company's Audit Committee,
in accordance with the specific provisions of Law 4449/2017 and the Company's Audit Committee Operating
Regulations.
The decisions of the General Meeting are also binding for shareholders who are absent or dissenting.
The General Meeting of Shareholders is always convened by the Board of Directors and meets regularly at
the Company's registered office or in the district of another municipality within the prefecture of the registered
office or another municipality adjacent to the registered office of the Company, at least once in each financial
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year and always within the first six months of the end of each financial year. The General Meeting may also
convene in the region of the Municipality in which the Athens Stock Exchange has its registered office.
The Board of Directors may convene an extraordinary meeting of the General Meeting of Shareholders when
deemed appropriate or if requested by shareholders representing the percentage required by Law and the
Articles of Association.
The General Meeting, except for the periodic General Meetings and those assimilated to them, shall convene
at least twenty (20) days before the date set for its meeting. It is clarified that non-working days shall also
be taken into account. The day of the publication of the notice and the meeting day shall not be counted.
Τhe date, day, hour, meeting venue, agenda issues, names of the shareholders entitled to participate, as
well as precise instructions about the process in which shareholders will be able to participate and exercise
their rights in person or via a representative or remotely, shall be included in the invitation.
No invitation to General Meeting convention is required, if shareholders representing the entire share capital
are present or represented and none of them objects to the holding of the meeting and the adoption of
resolutions.
The General Meeting constitutes a quorum and meets validly for the agenda items when shareholders
representing at least one fifth (1/5) of the paid-up share capital are present or represented.
If this quorum does not take place, the General Meeting convenes again within twenty (20) days after the
day of the cancelled meeting, after inviting the shareholders at least ten (10) days in advance. Such
reconvened meeting shall be validly convened for the items on the original agenda, regardless of the
proportion of the paid-up capital represented therein.
Decisions of the General Meeting are taken by an absolute majority of the votes represented therein.
In the event that resolutions are to be passed by the General Meeting concerning: a) change of the Company's
nationality, b) extension, merge, split, convert, revival or dissolution of the Company, c) change of the
Company’s purpose, d) share capital increase, 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
made by the capitalization of reserves, e) share capital decrease, unless made in accordance with paragraph
5 of article 21 or paragraph 6 of article 49 of law 4548/2018, f) changes in profit distribution, g) increase in
shareholder’s liabilities, h) conversion of the Company's registered shares into bearer shares or of the bearer
shares into registered shares, i) granting or renewing the authority to the Board of Directors for a share
capital increase, in accordance with Article 24 par. 1 of Law 4548/2018, the General Assembly is in quorum,
meets validly and can legally decide on the agenda items, when shareholders representing two thirds (2/3)
of the paid-up share capital are present or represented in it.
The Chairman of the Board of Directors or his deputy or, in his absence, another member of the Board of
Directors or, in the absence of any member of the Board of Directors, a person elected temporarily by the
Meeting, shall preside at the General Meeting until the election of a Chairman by the General Meeting. The
interim President shall appoint an interim Secretary who shall also act as a scrutineer. After the final
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declaration of the list of shareholders present, the General Meeting shall proceed to the election of its
Chairman and a Secretary, who shall act as scrutineer.
Discussions and decisions of the General Meeting are limited to the agenda items. The proceedings and
decisions of the General Meeting shall be summarily recorded in a special minute book and signed by the
Chairman and the Secretary of the General Meeting. The Chairman of the General Meeting shall, at the
request of shareholders, be obliged to record a precise summary of the opinion of the shareholders in the
minutes. The minutes must also include a list of the shareholders present or represented at the meeting and
the number of shareholders and votes of each shareholder. If only one (1) shareholder is present at the
General Meeting, the presence of a Notary Public shall be mandatory, who shall sign the minutes of the
Meeting.
Shareholders’ rights and exercise
Participation and voting rights
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.
Any person appearing as a shareholder in the registry of the Dematerialized Securities System (DSS),
managed by “Hellenic Exchanges S.A.” (“HELEX”), in which the securities (shares) of the Company are held,
has the right to participate in the General Meeting. Proof of shareholder capacity takes place by submission
of the relevant written confirmation from the aforementioned body, or alternatively, by direct online
connection of the Company’s records with the records of the aforementioned body. The shareholder’s capacity
must be valid upon the record date, namely at the beginning of the fifth (5th) day prior to the convening of
the General Meeting and the relevant confirmation or electronic certification on the shareholder’ s capacity
must be obtained by the Company by the third (3rd) day before the General Assembly meeting at the latest.
Any person that holds the status of the shareholder on the corresponding record date is eligible to participate
and vote in the General Meeting. In case of non-compliance with the provisions of the Article 124 of Law
4548/2018, the said shareholder participates in the General Meeting after they have received its permission.
It should be noted that the exercise of the abovementioned rights (participation and voting) does not require
the blocking of shares or any other process which restricts the shareholder’s ability to sell and transfer shares
during the period between the record date and the General Meeting date.
Shareholders may participate in the General Meeting and may vote either in person or by proxy. Each
shareholder can appoint up to three (3) proxies. Legal entities may participate in the General Meeting by
appointing up to three (3) natural persons as proxies. However, if a shareholder owns shares of the Company,
that are held in more than one investor securities account, such limitation will not prevent the said shareholder
from appointing separate proxies for the shares appearing in each account, in respect to the General meeting.
A proxy holding proxies from several shareholders may cast votes differently for each shareholder. A
shareholder’s proxy is obliged to disclose to the Company, before the commencement of the General Meeting,
32
any specific fact, which would be useful to the shareholders in order to assess whether the proxy’s serving
interests other than the shareholder’s interests poses a risk. Pursuant to the above, a conflict of interest may
arise in cases where the proxy:
a) is a controlling Shareholder of the Company or is another legal person or entity controlled by such
Shareholder,
b) is a member of the Board of Directors or in general, a member of the Management or a controlling
shareholder or other legal person or entity controlled by a controlling shareholder
c) is an employee or certified auditor of the Company or of a controlling shareholder of the Company, or
other legal entity controlled by a controlling shareholder of the Company,
d) is the spouse or a first-degree relative of one of the natural persons referred to in (a) to (c) above.
The appointment and withdrawal of a shareholder's representative shall be done in written form and shall be
disclosed to the Company in the same manner, at least three (3) days prior to the date of the General
Meeting.
Other shareholders’ rights
Ten (10) days prior to the Regular General Meeting, each shareholder may obtain from the Company copies
of its annual financial statements, the management reports of the Board of Directors and the auditors' report.
These documents must be timely filed by the Board of Directors at the Company's office.
At the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of
Directors is obliged to convene an Extraordinary General Meeting of shareholders, setting a date of its
meeting, which should not be more than forty five (45) days from the date of service of the application to
the Chairman of the Board. The application contains the subject of the agenda. If a General Meeting is not
convened by the Board of Directors within twenty (20) days from the submission of the relevant application,
the convening is carried out by the requesting shareholders at the expense of the Company, by decision of
the Single Member Court of First Instance, issued during the precautionary measures. This decision defines
the place and time of the meeting, as well as the agenda.
At the request of shareholders, representing one twentieth (1/20) of the paid-up share capital, the Board of
Directors is obliged to include in the agenda of the General Meeting, which has already been convened,
additional issues, if the relevant application is submitted to the Board of Directors fifteen (15) at least days
before the General Meeting. Additional items on the agenda must be published or disclosed under the
responsibility of the Board of Directors, in accordance with Article 122 of Law 4548/2018, at least seven (7)
days before the general meeting. If these issues are not published, the requesting shareholders are entitled
to request the postponement of the General Meeting in accordance with paragraph 2 of Article 141 of Law
4548/2018 and to proceed to the publication themselves, as defined in the previous paragraph, at the
expense of the Company.
At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up share
capital, the Board of Directors makes the draft decisions on issues included in the initial or revised agenda
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available to the shareholders at least six (6) days before the date of the General Meeting, if the relevant
application is submitted to the Board of Directors at least seven (7) days before the date of the General
Meeting.
At the request of any shareholder, submitted to the Company at least five (5) full days before the date of the
General Meeting, the Board of Directors is obliged to provide the General Meeting with the requested specific
information about the Company's affairs, insofar as they relate to the items on the agenda.
At the request of a shareholder or shareholders representing one twentieth (1/20) of the paid-up share
capital, the Chairman of the General Meeting is obliged to postpone only once the decision of the General
Meeting, Regular or Extraordinary, on all or certain issues, setting a day of continuation of the meeting, as
defined in the request of the shareholders, which, however, may not be later than thirty (30) days from the
date of postponement. The postponed General Meeting is a continuation of the previous one and there is no
need to repeat the formalities of disclosure of the invitation to the shareholders. New shareholders may not
participate in this meeting pursuant to the provisions of Articles 141 par. 5 of Law 4548/2018.
At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, submitted to
the Company at least five (5) full days before the date of the General Meeting, the Board of Directors is
obliged to announce to the General Meeting the amounts paid for any purpose within the last two years to
members of the BoD or other Chairmen or employees of the Company, as well as any other contract of the
Company with them. Also, at the request of any shareholder subject to the above, the Board of Directors is
obliged to provide the General Meeting with the requested specific information about the Company's affairs,
insofar as they relate to the items on the agenda.Thr Board of Directors may refuse to provide the information
for a substantial reason, which is recorded in the minutes. Such a reason may be, in certain circumstances,
the representation of the requesting shareholders in the Board of Directors in accordance with articles 79 or
80 of Law 4548/2018.
At the request of shareholders representing one fifth (1/5) of the paid-up share capital, submitted to the
Company within the time limits of the previous paragraph the Board of Directors is obliged to provide the
General Meeting with the requested specific information on the course of corporate affairs and the assets of
the Company. The Board of Directors may refuse to provide the information for a substantial reason, which
is recorded in the minutes. Such a reason may be, in certain circumstances, the representation of the
requesting shareholders in the Board of Directors in accordance with articles 79 or 80 of Law 4548/2018,
provided that the respective members of the Board of Directors have received the relevant information in a
sufficient manner.
In case of application of shareholders representing one twentieth (1/20) of the paid-up share capital, the
decision on any issue of the agenda of the General Meeting is made by open voting.
Shareholders of the Company, representing one twentieth (1/20) of the paid-up share capital, are entitled to
request from the Single Member Court of First Instance of the district in which the Company is domiciled,
which shall have jurisdiction by voluntary procedure. The audit is ordered if it is suspected that acts violate
the provisions of the Laws or the Articles of Association or the resolutions of the General Meeting.
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Shareholders of the Company, representing one fifth (1/5) of the paid-up share capital, have the right to
request an audit of the Company by the competent court referred to in the previous paragraph, if it becomes
evident from the entire course of corporate affairs that the management of corporate affairs is not being
carried out as required by good and prudent management. This provision shall not apply where the controlling
minority is represented on the Board of Directors of the Company.
Information in accordance with the provision of Article 152 par. 1 δ’ of Law 4548/2018
regarding the public acquisition proposals.
It should be noted that with regard to the requirements pursuant to Article 152 par. 1 d) of Law 4548/2018,
information required under cases c, d, f, h and i of par. 1 of Article 10 of Directive 2004/25/EC of the European
Parliament and the Council dated April 21, 2004, on public acquisition proposals, all such information can be
found in the Explanatory Report of the Board of Directors (pursuant to Article 4 (7) and (8) of Law
3556/2007), Chapter IA of the Annual Management Report of the Board of Directors.
Composition and operation of the Company's administrative, management and supervisory
bodies and their committees.
Board of Directors
The Company is represented before third parties, as well as before any Public, Judicial or any other Authority
by its Board of Directors, acting collectively. The Board of Directors is competent to decide on any act
concerning the Company's management, the management of its assets and the realisation of its purpose,
within the limits of the law and excluding matters decided by the General Meeting of Shareholders.
For any issue falling within the responsibility of representation and management of the Company by the
Board of Directors, the Board of Directors may, by its decision, assign the power of representation or
management of the Company to one or more persons, regardless of their being members of the Board of
Directors, with the exception of matters for which the Law or the Articles of Association of the Company
require collective action by the Board of Directors as a management body.
The Board of Directors should effectively exercise its leadership role and manage corporate affairs for the
benefit of the Company and all shareholders, ensuring that management implements corporate strategy with
the diligence of prudent businessmen. It should also ensure the fair and equitable treatment of all
shareholders, including minority and foreign shareholders.
Composition and operation of the Board of Directors
According to Article 16 of its Articles of Association, the Company’s Board of Directors consists of five (5) to
nine (9) members that are natural or legal persons, who are elected by the General Meeting by an absolute
majority of votes, represented in the General Meeting. The members of the Board of Directors are eligible for
re-election and are freely recallable.
The term of office of the members of the Board of Directors is four years and begins on the day of the General
Meeting, which elected them and is extended until the expiration of the term, within which the next Regular
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General Meeting must convene and until the relevant decision is made. In any case this period cannot exceed
six (6) years.
The Board of Directors convenes whenever required by Law, the Articles of Association or the Company's
needs, upon the invitation of the Chairman or his deputy, either at the Company's headquarters or at the
Company's branch in Keratsini (1 Spetson Str.) The invitation must also clearly state the agenda items,
otherwise decisions may only be taken if all members of the Board of Directors are present or represented
and no one objects to the decision.
The Board of Directors may validly hold a meeting outside its headquarters in another place, either in Greece
or abroad, provided that all its members are present or represented at the meeting and none of them objects
to the holding of the meeting and the decision-making process.
The Board of Directors may meet by videoconference. In this case, the invitation to the members of the
Board of Directors shall include the information necessary for their participation in the meeting. Meetings of
the Board of Directors shall be chaired by its Chairperson or his/her duly authorized deputy.
The Board of Directors is in quorum and shall meet validly if more than one-half of the Directors are present
or represented, but in no case shall the number of Directors present be less than three (3).
An absolute majority of the directors present and represented is required in order for the Board of Directors
to make valid decisions.
An absent Director may be represented by another Director, by a simple letter or telegram addressed to the
Chairman of the Board of Directors. Each Director may represent only one other Director, but it is necessary
for at least three Directors to be present in person at each meeting.
The discussions and decisions of the Governing Board shall be summarised in a special register, which may
also be held electronically. At the request of a member of the Board, the Chairman shall be obliged to enter
a precise summary of his/her opinion in the minutes. A list of the members of the Board of Directors present
or represented at the meeting shall also be entered in this register. The minutes of the Board of Directors
are signed by the members present. If a member refuses to sign, a note to this effect shall be made in the
minutes. Copies of the minutes are officially published by the Chairman or Deputy Chairman or CEO, without
any further validation required. The signatures of the Directors or their representatives can be replaced
through email exchange or other electronic means.
The Board of Directors has the right to delegate its powers, by special resolution recorded in the minutes,
(except those requiring collective action) on specific and individually determined matters to one or more
members of the Board of Directors or to other persons, acting individually or collectively. The Board of
Directors may also assign the Company's internal audit to one or more persons who are not members of the
Board of Directors or, if the law permits, to members of the Board of Directors. Such individuals may, if the
decisions of the Governing Board provide for it, further delegate the exercise of all or part of the powers
conferred on them to other members or to third parties.
36
a) If a vacancy occurs due to death, resignation or any other cause, the remaining members of the Board of
Directors, if there are at least three (3), may elect a replacement. The replacement’s term of office shall
expire on the date on which the term of office of the person he or she replaces would have expired. The
decision of the election is subject to statutory publication and announced by the Board of Directors at the
next General Meeting, in which the elected members may be replaced, even if no relevant item is on the
agenda.
b) In the above case of resignation, death or any other case of BoD membership loss, the remaining members
may continue to manage and represent the company without replacing the missing members in accordance
with the above, provided that the number of members exceeds one half of the members as they were before
the occurrence of the above events. In any case, such members shall not be less than three (3).
c) In any case, the remaining members of the Board of Directors, regardless of their number, may convene
a general meeting for the sole 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 Regular General Meeting of the
Shareholders on 22/6/2022 with a four year term of office, i.e. until the 22/6/2026, which shall be extended
until the expiry of the deadline, within which the next Regular General Meeting shall convene and until the
relevant decision and was formed in a body by the decision of the Board of Directors dated 22/6/2022.
On January 8, 2024 the Board of Directors unanimously decided and elected Mr. Arnoud van den Berg as a
non-executive member of the BoD, replacing the resigned non-executive member Mr. Gianluca Fabbri, for
the remainder of the BoD’s term of office, i.e. until 22/6/2026. Following the aforementioned resignation of
the non-executive member of the BoD Mr. Gianluca Fabbri and his replacement by Mr. Arnoud van den Berg
the members of the BoD formed into body by the decision of the Board of Directors dated 8/1/2024. The
above election was approved by the Regular General Meeting of 17/6/2024.
On 17/6/2025, the Board of Directors unanimously decided and elected Ms. Anastasia Dritsa as an
independent non-executive member of the Board of Directors, replacing the resigning independent non-
executive member Ms. Elissavet Kapelanou–Alexandri, for the remainder of the Board’s term of office, i.e.
until 22/6/2026. Following the above resignation of the independent non-executive member of the Board of
Directors, Ms. Elissavet Kapelanou–Alexandri, and her replacement by Ms. Anastasia Dritsa, the members of
the Board of Directors were constituted as a body by the decision of the Board of Directors dated 17/6/2025.
The Company’s Board of Directors consists of a total of seven members: two executive, two non-executive,
and three independent non-executive members.
The Board of Directors of the Company operates in accordance with its Rules of Procedure, which are available
on the Company’s website: https://www.loulis.com/en/investor-relations/corporate-governance/board-of-
directors/board-of-directors-charter/
The following table includes the members of the current BoD, their capacity, as well as the beginning and
end of their current term:
37
NAME
CAPACITY
BEGINNING OF
TERM
END OF TERM
Nikolaos Loulis
Chairman of the BoD, Executive
Member of the BoD
22.06.2022
22.06.2026
Konstantinos Machairas
Vice-Chairman of the BoD,
Independent, Non-Executive
Member of the BoD
22.06.2022
22.06.2026
Nikolaos Fotopoulos
Chief Executive Officer – Executive
member of the BoD
22.06.2022
22.06.2026
Spyridon Theodoropoulos
Member of the BoD, Non-
Executive Member of the BoD
22.06.2022
22.06.2026
Arnoud van den Berg
Member of the BoD, Non-
Executive Member of the BoD
08.01.2024
22.06.2026
Anastasia Dritsa
Member of the BoD, Independent,
Non-Executive Member of the BoD
17.06.2025
22.06.2026
Georgios Taniskidis
Member of the BoD, Independent,
Non-Executive Member of the BoD
22.06.2022
22.06.2026
It is clarified that Ms. Elissavet Kapelanou-Alexandri served as independent non-executive BoD member until
17/06/2025 when she got replaced, as described above, by Ms. Anastasia Dritsa.
CVs of BoD members – Suitability Assessment of BoD members. – Independence Assessment of
Independent non-Executive members of BoD
The curriculum vitae of the Company’s BoD Members are as follows:
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 and completed his postgraduate degree
in Business Administration, MBA, at INSEAD. Since 2010, he is the Chairman of Loulis Food Ingredients S.A.
Under his leadership, Loulis Food Ingredients has evolved from purely a flour industry to a bakery and
confectionery ingredients production company, currently producing more than 800 different raw materials for
baking, with four production units in Greece and Bulgaria. He is married and has 3 children. In his free time
he enjoys running, reading history books and open sea sailing. From the above it is clear that he has proven
long experience in every issue related to the Company’s business operations and his participation in the BoD
shall contribute positively to the Company’s long-term perspectives and 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.
CV hyperlink: https://www.loulis.com/en/members/nikolaos-loulis/?id=21
Konstantinos Machairas, Vice-Chairman, Independent Non-Executive Member of the Board of
Directors
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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
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 Article 9 of the Law 4706/2020,
having no relations of dependency as defined in the same Article.
CV hyperlink: Konstantinos Macheras - Loulis Food Ingredients
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
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.
The above shows the long experience and skills in the Company’s field of operations and it is evident 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.
39
CV hyperlink: https://www.loulis.com/en/members/nikolaos-fotopoulos/?id=21
Spyridon Theodoropoulos, Member of the Board of Directors, Non-Executive Member of the
Board of Directors
Spyridon Theodoropoulos is the CEO of the food group BESPOKE SGA HOLDINGS SA, which he founded in
early 2022 and which currently comprises the companies ION, LAVDAS, AMVROSIA, HELLENIC JUICES, and
3P SALADS SA. The group employs more than 1.450 people.
In 1976, he started his career with a small family business named Recor SA, producing dairy products. In
1989, he acquired CHIPITA, where he implemented the globally innovative concept of producing packaged
croissants. In 2006, CHIPITA merged with DELTA, Goody’s, and Barba Stathis, forming the VIVARTIA Group.
In 2007, VIVARTIA was acquired by MIG, while Spyridon Theodoropoulos remained as CEO.
In 2010, Spyridon Theodoropoulos, together with the Olayan Group and other Greek entrepreneurs, acquired
CHIPITA, which he developed into one of the world’s leading companies in the bakery snacks segment.
CHIPITA was acquired by MONDELEZ in 2021, in a landmark deal for the Greek food market.
He serves as Chairman of the Board of Directors of the Hellenic Federation of Enterprises (SEV).
In the past, he served as Chairman of the Athens Stock Exchange Listed Companies Association, vice
president of Greek Federation of Industries, Vice-Chairman of the ATHEX, member of the Board of Directors
of National Bank of Greece, the Public Power Corporation and the General Council of the Bank of Greece..
Based on the extensive experience outlined above, it is demonstrated that Mr. Theodoropoulos represents a
valuable asset of the Company’s Board of Directors, and that he fulfils all requisite criteria set forth under the
Company's Suitability Policy, namely: professional qualifications, experience, adequacy of knowledge and
skills, integrity and reputational standing, independence of judgement, absence of conflicts of interest, and
time commitment.
CV hyperlink: https://www.loulis.com/en/members/spyridon-theodoropoulos-tou-ioanni/?id=21
Arnoud van den Berg, Member of the Board of Directors, Non-Executive Member of the Board of
Directors
Mr. Arnoud van den Berg is the Group Chief Executive Officer at Al Dahra Group and is responsible for the
company’s overall business strategy and global operations.
Mr. Arnoud van den Berg has over 25 years of international leadership experience in agribusiness, strategy,
and finance, including a 15 years collaboration with the multi-national dairy company FrieslandCampina.
Most recently, Mr. Arnoud van den Berg was the President of FrieslandCampina Trading, where he oversaw
the Group’s trading operations and was responsible for processing, sales, sourcing, trading and hedging of
dairy commodities globally. Prior to that, he led FrieslandCampina’s operations in Hong Kong, Vietnam and
South-East Asia and was a Finance Director in Greece and the Netherlands.
Mr. Arnoud van den Berg also spent 11 years at Boston Consulting Group in Europe, Asia and the United
States, serving in various leadership roles advising on business strategy, consumer goods, merging and M&A.
He was a board member in several industry organizations in the Netherlands, Vietnam and Hong Kong. He
was also a non-executive board member at Betagen Thailand.
40
Mr. Arnoud van den Berg holds a Master’s Degree in Industrial Engineering from the University of Twente,
The Netherlands, and a Master’s Degree in Business Administration from INSEAD, France.
The long experience and the international presence of Mr. Arnoud van den Berg is considered valuable for
the Company’s business operation purposes. It is also evident that he meets 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.
CV hyperlink: https://www.loulis.com/en/members/arnoud-van-den-berg/?id=21
Anastasia Dritsa, Member of the Board of Directors, Independent Non-Executive Member of the
Board of Directors
Anastasia Dritsa is a legal advisor specializing in commercial and corporate law as well as competition law,
with over 30 years of experience. She has extensive background in domestic and cross-border mergers and
acquisitions and corporate regulatory compliance. She advises leading foreign and Greek companies on all
aspects of national and European Union law within her fields of specialization. She has developed deep
expertise in identifying, assessing, and mitigating risks as a senior management advisor and has proven
experience in regulatory compliance and participation in the development of commercial strategy, providing
business-oriented legal advice. She is a partner at the law firm Kyriakides Georgopoulos and heads the
competition and e-commerce/digital markets practice group. The clients she represents operate across a
diverse range of sectors, including manufacturing, fast-moving consumer goods (FMCG), food and beverages,
pharmaceuticals, telecommunications, banking services, energy and infrastructure, the automotive industry,
shipping services, retail, digital platforms, and others. She is consistently ranked as a Tier 1 lawyer in the
fields of EU and competition law by leading international legal guides and is frequently invited as a speaker
and presenter at legal forums in her areas of expertise. She is a member of the Athens Bar Association
(admitted in 1991), the International Bar Association, and a member of the Unilateral Conduct and Behavioral
Issues working group, a member of the American Bar Association – Antitrust Section (Int'L Division), the
Women in Business (WIB) Committee of the Greek-American Chamber of Commerce, a founding member of
The Boardroom - Greek Chapter, and an advisor to the Market Functioning and Consumer Committee of the
Hellenic Federation of Enterprises (SEV). Anastasia is also a non-executive independent member of the board
of directors of a listed company (IDEAL HOLDINGS SA).
On the basis of the extensive qualifications and experience set out above, it is considered that Ms. Dritsa, in
her capacity as a member of the Company's Board of Directors, is well positioned to make a significant
contribution to its work. Accordingly, it is likewise determined that she fulfils all requisite criteria set forth
under the Company's Suitability Policy, namely: professional qualifications, experience, adequacy of
knowledge and skills, integrity and reputational standing, independence of judgement, absence of conflicts
of interest, and time commitment.
It is further determined that Ms. Dritsa is independent, within the meaning of Article 9 of Law 4706/2020, in
the absence of any relationships of dependence as defined under the same Article.
CV hyperlink: https://www.loulis.com/en/members/anastasia-dritsa/?id=21
41
Georgios Taniskidis, Member of the Board of Directors, Independent Non-Executive Member of
the Board of Directors
Having 35 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. 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, since June 2002 Mr Taniskidis is a
very active member of the YPO global leadership community. He has served as a member of the Regional
Board of 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”). Already in its three years of operation, Optima Bank has an admirable track record
and is a benchmark bank in the Greek banking sector with key milestones being its extremely successful
initial public offering in October 2023 and its inclusion in the Large Cap stock index as recently as December
2024. For the fifth consecutive year, it is the fastest-growing bank in Europe. Mr. Taniskidis holds a Law
degree from the University of Athens Law School, having graduated first in his class, and a Master of Laws
(LL.M.) from the University of Pennsylvania Law School.
The aforementioned successful career and training justifies Mr. Taniskidis’s election as a member of the
Company’s BoD. It is determined also for him that 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.
It is also determined that Mr. Taniskidis is independent, in the meaning of Article 9 of the Law 4706/2020,
having no relations of dependency as defined in the same Article.
CV hyperlink: https://www.loulis.com/en/members/georgios-taniskidis/?id=21
42
Based on the above CVs and qualifications, it is confirmed that the members of the Board of Directors,
individually and collectively, comply with and meet the requirements of the Suitability Policy, and it is
demonstrated that the composition of the Board of Directors reflects the knowledge, skills, and experience
required for the exercise of its duties, in accordance with the Suitability Policy and the Company’s business
model and strategy.
The independent non-executive members of the BoD meet the independence criteria of Article 9 of Law
4706/2020 from the date of their election, i.e. 22.06.2022, when the BoD examined and verified the
compliance with the independence requirement of its independent non-executive members. At its meeting
held on March 27, 2025, the Board of Directors reviewed the independence requirements set forth in Article
9 of Law 4706/2020 regarding the independent members of the Board of Directors and determined the
fulfilment of the conditions of independence for 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 provisions of the Suitability Policy of
the Board of Directors, which is prepared according to the provisions of Article 3 of Law 4706/2020 as well
as according to the Circular no. 60 “Guidelines on the Suitability Policy of Article 3 of Law 4706/2020”, was
approved by the decision of the BoD dated 10/5/2021 and subsequently, by the decision of the Regular
General Meeting of the Company’s shareholders dated 01/06/2021. Subsequently, it was amended by decision
of the BoD dated 01/06/2022 (following the proposal of the Remuneration and Nomination Committee dated
25/5/2022) and afterwards by the 22/6/2022 decision of the General Meeting of the Company’s Shareholders
in order to better adapt to the Hellenic Corporate Governance Code of HCGC (2021) as adopted by the
Company.
The Suitability Policy aims to ensure qualitative staffing, efficient operation and fulfillment of the BoD’s role
based on the overall strategy and the short-term and long-term business goals of the Company, in order to
serve corporate interests. The BoD monitors on an ongoing basis the suitability of its members and in cases
in which it is deemed necessary and according to the applicable law and the Suitability Policy re-evaluates
their suitability and takes action for their preplacement. This monitoring, which is carried out under the
responsibility of the Board of Directors, is assisted by the Internal Audit Unit, the Remuneration and
Nomination Committee, and the Secretary of the Board of Directors, as deemed appropriate. The Company’s
Diversity criteria and policy are incorporated into the Suitability Policy.
The Suitability Policy is available at the Company’s website (https://www.loulis.com/en/investor-
relations/corporate-governance/board-of-directors/board-of-directors-suitability-policy/)
The Suitability Policy will be amended at the upcoming Regular General Meeting in order to be brought into
line with Law 5178/2025 regarding gender balance on Boards of Directors. By June 30, 2026, the Company
must ensure that the underrepresented gender constitutes at least 33% of the total membership of the Board
of Directors, rounded to the nearest whole number.
43
For completeness purposes, the curriculum vitae of Ms. Elisavet Kapelanou – Alexandri, who, as described
above, served as independent non-executive member of the Board of Directors of the Company from
1/1/2025 until 17/6/2025, until her replacement by Ms. Anastasia Dritsa, is also presented below.
Elisavet Kapelanou – Alexandri, Vice Chairman, Independent, Non-Executive Member of the
Board of Directors from 1/1/2025 until 17/6/2025
Elisavet Kapelanou – Alexandri is an Attorney at Law, member of the Athens Bar Association, with Reg.N.
10366 and specializes in commercial, civil, tax and criminal law. Since becoming a lawyer in 1983 until today,
being a lawyer before the Supreme Court, she has been practicing - alongside her activities as a legal advisor
to Greek commercial companies - as a free (learned) lawyer. She has served as legal advisor in many
companies of all kinds, mainly societe anonymes, listed and non-listed, which she has also represented before
the Greek Court. 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, Mrs. Kapelanou – Alexandri can greatly contribute to the BoD’s operations as a member
of the latter, and, as a result, it is also evident that she fulfills the necessary qualification requirements of the
Company’s Suitability Policy, 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.
Meetings of the Board of Directors
During 2025, the Board of Directors met twenty three (23) times.
The following table presents the participations of the members of the BoD in the meetings, either with natural
presence or via teleconference that took place during 2025:
NAME
CAPACITY
PARTICIPATION IN MEETINGS
COMMENTS
Nikolaos Loulis
Chairman of the BoD, Executive
Member of the BoD
23/23
Konstantinos Machairas
Vice-Chairman of the BoD,
Independent, Non-Executive
Member of the BoD
23/23
(At the 1913/4-06-2025 meeting), he
participated by proxy through Mr.
Nikolaos Fotopoulos due to a serious
impediment)
Nikolaos Fotopoulos
Chief Executive Officer –
Executive member of the BoD
23/23
44
Spyridon Theodoropoulos
Member of the BoD, Non-
Executive Member of the BoD
22/23
(Did not attend the 1913/4-06-2025
meeting, due to a serious impediment)
Arnoud van den Berg
Member of the BoD, Non-
Executive Member of the BoD
22/23
(Did not attend the 1913/4-06-2025
meeting, due to a serious impediment)
Georgios Taniskidis
Member of the BoD,
Independent, Non-Executive
Member of the BoD
23/23
(At the 1913/4-06-2025 meeting), he
participated by proxy through Mr.
Nikolaos Loulis due to a serious
impediment)
Anastasia Dritsa
Member of the BoD,
Independent, Non-Executive
Member of the BoD (from
17/6/2025)
12/12
(from 17/6/2025 to 31/12/2025)
Ms. Elisavet Kapelanou-Alexandri, Vice Chair and Independent Non-Executive Member of the Board of
Directors from January 1, 2025, to June 17, 2025, attended 11 meetings of the Board of Directors, i.e., all
Board of Directors meetings for the period from 1/1/2025 to 17/6/2025.
The main issues discussed in the meetings of the BoD during 2025, according to the adopted meeting calendar
are the as follows:
• Approval of the Financial Statements
• Approval of Regulations and Policies
• Approval of Remuneration Policy and Remuneration Report
• Issues related to subsidiaries
• Bond loans
• Preparation of succession plan for both BoD Members and Senior Management of the Company
• Evaluation of the BoD members and annual reassessment of the independence of the independent non-
executive members of the Board of Directors in accordance with Article 9 of Law 4706/2020
Evaulation of the BoD Members and BoD Committees
The Board of Directors has established, upon recommendation of the Remuneration and Nomination
Committee, which established the evaluation parameters, a procedure for the evaluation of the members in
order to ensure the effective operation of the Board of Directors and the fulfillment of its role as the supreme
management body of the Company, responsible for the formulation of the strategy, supervision of the
management and sufficient monitoring. The evaluation procedures and implementation frequency aim at
early detection of issues that may need improvement, sufficient information and action planning to ensure
the effective operation of the BoD.
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
45
account the member’s capacity (executive, non-executive, independent), participation in committees,
assigning of special responsibilities / projects, time dedicated, behavior as well as utilization of knowledge
and experience.
At the same time, an evaluation of the effectiveness of each Board Committee takes place within each
financial year, at the initiative of the Chairman of the Board Committee, with regard to its contribution to the
support of the Board of Directors and a report of each Committee is prepared. The parameters for the
evaluation of the Committees of the Board of Directors are as indicated above, in proportion to the tasks of
each Committee. The evaluation process is carried out indicatively in the form of questionnaires and
interviews as well as examination of actions as recorded in the minutes of the meetings.
Moreover, the contribution and constructive support of the BoD Committees to the BoD is assessed through
the evaluation of the effectiveness of the BoD committees i.e. Audit Committee and Nomination &
Remuneration Committee.
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 an evaluation of the individual and collective suitability of the BoD members and
of its Committees in accordance with the procedure mentioned above. In this context:
• The operation of the BoD and of its Committees, as collective bodies, has been considered satisfactory.
• It was determined that the members of the Board of Directors and the Committees meet the criteria of
the Company's Suitability Policy, both in terms of individual and collective suitability.
• It has been established that the requirements of integrity and good repute, independence of judgement
and time commitment are met, taking into account the status and responsibilities of each member and
other professional or personal commitments and circumstances.
• It was found that each member of the BoD and of its Committees have sufficient knowledge and skills for
the execution of their duties required by their role and position
• It was determined that all members of the Audit Committee have sufficient knowledge of the sector in
which the Company operates, while the majority of the members of the Committee have sufficient
knowledge and experience in the audit or accounting sector.
• All 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
46
model, the ability to take risks, the strategy and the markets in which the Company operates while the
members cover all areas of knowledge required for the Company’s business activities.
• The composition of the BoD reflects the knowledge, skills and experience required for the exercising of
the Company’s business activity, strategic plan, financial reports, risk identification and risk management.
• The Company has an adequate gender representation of 25% of the total number of Board members and
generally ensures equal treatment and equal opportunities between genders, both at BoD and Committee
level, as well as at senior and senior management level. 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 based on race, color, ethnic or social origin, religion or conviction, financial status, birth,
disability, age or sexual orientation. In this context, it was determined that the Diversity Policy of the
Company has been implemented satisfactorily.
• The Board of Directors, collectively, can understand and manage environmental, social responsibility and
governance (ESG) issues within the context of the strategy it formulates.
• The attendance and participation of the members in the meetings of the BoD and its Committees has
been assessed as satisfactory.
Chairman of the BoD (Executive member)
The role of the Chairman is to organise and coordinate the work of the Board of Directors. The Chairman is
head of the Board of Directors and is responsible for the overall effective and efficient operation and
organisation of the BooD meetings. At the same time, he promotes a culture of open-mindedness and
constructive dialogue in the conduct of its work, facilitates and promotes the establishment of good and
constructive relations between the members of the BoD and the effective contribution to the work of the BoD
of all non-executive members, ensuring timely, complete and correct information to its members.
The Chairman shall ensure that the Board as a whole has a satisfactory understanding of the views of
shareholders. The Chairman of the Board of Directors shall ensure effective communication with shareholders
with a view to fair and equitable treatment of their interests and the development of a constructive dialogue
in order to understand their views.
The Chairman works closely with the Chief Executive Officer and the Corporate Secretary for the preparation
of the BoD and the full information of its members.
When the Chairman is absent or prevented from attending, the independent non-executive Vice Chairman
shall replace him for the above non-executive functions.
Vice-Chairman of the BoD (Independent Non-Executive member)
The independent non-executive Vice Chairman of the BoD, apart from the responsibilities required by the
Law, is responsible for the coordination and effective communication between the executive and non-
executive members of the BoD. In this context, he may convene a special meeting of the executive and non-
executive members quarterly, in order to be informed about Company's operations and current matters.
47
In addition, the non-executive Vice-Chairman chairs the evaluation of the Chairman of the Board of Directors,
which is conducted by the members of the Board of Directors, as well as the meetings of the non-executive
members of the Board of Directors for the evaluation of the executive members of the Board of Directors.
Finally, the non-executive Vice-Chairman is required to be present and available at the General Meetings of
the Company's Shareholders in order to inform and discuss the Company's Corporate Governance issues,
when and if they arise.
Chief Executive Officer (Executive member)
The CEO sets the corporate strategy, corporate identity, and corporate long-term investment plan, monitors
and controls the implementation of strategic goals of the Company and the daily management of corporate
affairs and draws up guidelines for the Company's executives who report and are supervised and guided by
him. He supervises and ensures the smooth, orderly, and efficient operation of the Company, in accordance
with the strategic objectives, business plans, policies adopted and the action plan, as determined by decisions
of the BoD. He also supervises the corporate communication strategy, represents the Company in contacts
and relations with external investors and financial institutions at the highest level and he is responsible for
the Company's Departments related to the strategic development as well as the general regulatory and
financial issues of the Company.
The CEO indicatively develops the annual corporate business plan and the annual budget, which are
submitted to the BoD of the Company for approval. The CEO prepares, in collaboration with the Executive
Chairman and the BoD, the corporate organizational structure, the corporate strategic goals and objectives
and supervises and ensures their full implementation, guides the Company towards the achievement of
corporate goals and objectives, informs the BoD about all the essential issues that mainly concern strategic
goals, corporate business activity as well as its marketing and promotion, ensures full compliance of corporate
operation with the current legal and regulatory framework, assesses the risks and ensures that they are
controlled, supervised, addressed and ultimately dealt and minimized, strengthens, advises, inspires and
guides management’s executives to demonstrate maximum efficiency, effectiveness and integrity in order to
achieve the corporate goals, represents the Company and actively and continuously supports the Executive
Chairman, in order for the latter to develop and reach profitable business agreements, which will maximize
the economic value of the company.
The CEO participates and reports to the BoD of the Company and implements the strategic options and
important decisions of the Company. He is also responsible for the Company’s operation, development, and
performance.
BoD Remuneration – Remuneration Report of the BoD pursuant to Article 112 of Law 4548/2018
At the Regular General Meeting of Shareholders to be held in 2026 for the approval of the 2025, the
Remuneration Report of the BoD members for the remuneration paid during the financial year 2025 will be
submitted in accordance with Article 112 of Law 4548/2018 and the Remuneration Policy of the BoD members
of the Company.
48
The Remuneration Policy and Remuneration Report of the year 2024 are posted on the Company’s website
according to the Law, at the following links.
Remuneration Policy: https://www.loulis.com/en/investor-relations/corporate-governance/board-
committees/remuneration-policy/
Remuneration Report 2024: https://www.loulis.com/en/investor-relations/corporate-governance/board-
committees/remuneration-report/
The Remuneration Report for 2025, as submitted and approved by the Regular General Meeting of the
Company, shall be posted on the above website.
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/CAPACITY
LEGAL ENTITY
Nikolaos Loulis
Chairman of the BoD & CEO
LOULIS LOGISTICS SERVICES SA
BoD member
LOULIS MEL-BULGARIA EAD
BoD member
Evi’s Goodness S.A.
(until 30/12/2025)
Chairman of the BoD
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY
WITH LIMITED LIABILITY
Vice Chairman of the BoD
ASSOCIATION OF MEMBERS OF THE AEGEAN
SECTION OF THE YPO-WPO
Nikolaos Fotopoulos
BoD member
KENFOOD SA
Vice Chairman
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY
WITH LIMITED LIABILITY
Vice Chairman of the BoD
LOULIS LOGISTICS SERVICES SA
BoD member
LOULIS MEL-BULGARIA EAD
BoD member
Evi’s Goodness S.A.
(until 30/12/2025)
Vice Chairman of the BoD &
CEO
HEAVENWEST DEVELOPMENT & SERVICES S.A.
BoD member
LOULIS INTERNATIONAL FOODS ENTERPRISES
BULGARIA LTD
Georgios Taniskidis
Chairman of the BoD
OPTIMA BANK SA
Chairman of the BoD
OPTIMA FACTORS SINGLE MEMBER S.A.
Chairman of the BoD
CORE CAPITAL PARTNERS S.A.
Chairman of the BoD
IBG CAPITAL S.A
BoD member
EUROSEAS Ltd Trust Company Complex
BoD member
EURODRY Ltd Trust Company Complex
Chairman of the BoD
OPTIMA ASSET MANAGEMENT MUTUAL FUND
MANAGEMENT COMPANY S.A..
Chairman of the BoD
OPTIMA LEASING S.A.
Chairman of the BoD
IBG INVESTMENTS S.A.
BoD Member
EUROHOLDINGS LTD
(from 17/03/2025)
49
Spyridon Theodoropoulos
Chairman of the BoD –
Executive Member
NIKAS, PANAGIOTIS G., SINGLE MEMBER S.A.
INDUSTRIAL & COMMERCIAL COMPANY (until
11/12/2025)
Chairman
HELLENIC JUICES S.A.
Chairman & CEO
ST BAKERY FOODS S.A.
Vice Chairman of the BoD
WONDERPLANT S.A.
Manager
EUROGRANT SINGLE MEMBER S.A.
BoD Member
LARISA FACE COVER S.A.
BoD Member
LAVDAS S.A.
Vice Chairman – Non Executive
Member
MEVGAL S.A. - DAIRY PRODUCT INDUSTRY
Chairman & CEO
BESPOKE SGA HOLDINGS S.A.
Chairman
BESPOKE SGA SERVICES SINGLE MEMBER S.A.
CEO
BESPOKE REAL ESTATE S.A.
BoD member
MIDILAN INVSTMENT HOLDINGS LIMITED (Cyprus)
BoD member
S.A.G. INVSTEST & HOLDINGS LIMITED (Cyprus)
BoD member
CRYRED INVESTMENTS LIMITED (Cyprus)
Vice Chairman
ION S.A. COCOA & CHOCOLATE MANUFACTURERS
BoD member
MIDILAN INDIA CYPRUS LIMITED (Cyprus)
BoD member
MIDILAN INDIA PRIVATE LIMITED (India)
BoD member
MIDILAN HOLDINGS LIMITED (Cyprus)
Chairman
AMVROSIA S.A.
BoD member
BESPOKE USA, LLC (USA)
Chairman and CEO
EUROHELLENIC SINGLE MEMBER S.A.
BoD member
BRITCHIP FOODS LIMITED (India)
BoD member
OLYMPIC HERMES SA
BoD member
S. MENTEKIDIS ANONIMI ETERIA
Chairman
SEV
SΕV Representative – Not
elected member
STHEV ASSOCIATION OF THESSALIAN
ENTERPRISES & INDUSTRIES
Vice Chairman (Non-executive
Member)
INTERION HELLAS S.A.
Konstantinos Machairas
BoD member
LION AND TURTLE SA
Member
Foundation for Economic & Industrial Research
(IOBE)
Member
Future leaders non-profit organization
Arnoud van den Berg
BoD member
Al Dahra Group LLC (United Arab Emirates)
BoD member
Al Dahra Food Sole Proprietorship LLC (United Arab
Emirates)
BoD member
Al Dahra Food Industries Sole Proprietorship LLC
(United Arab Emirates)
BoD member
Al Dahra Poultry Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra Dairy Factory Sole Proprietorship LLC
(United Arab Emirates)
BoD member
Al Dahra Dairy Company LLC (United Arab Emirates)
BoD member
Al Dahra Organic Fertilizer Factory Sole
Proprietorship LLC (United Arab Emirates)
50
BoD member
Al Dahra Holding Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra International Investments Sole
Proprietorship LLC (United Arab Emirates)
BoD member
Al Dahra Serbia Investments LLC (United Arab
Emirates)
BoD member
Al Dahra India Food Corridor Sole Proprietorship
LLC (United Arab Emirates)
BoD member
Al Dahra Capital Sole Proprietorship LLC (United
Arab Emirates)
BoD member
Al Dahra Global Forage LLC (United Arab Emirates)
BoD member
Al Dahra Global Treasury Excellence Centre Limited
(United Arab Emirates)
BoD member
Nova Holding Limited (United Arab Emirates)
BoD member
Al Dahra Trading (Shanghai) Limited (China)
BoD member
Al Dahra Serbia LLC (Serbia)
BoD member
Al Dahra Rudnap LLC (Serbia)
BoD member
Al Dahra Agricultural Company USA Inc. (United
States of America)
BoD member
Al Dahra ACX Inc (United States of America)
BoD member
Al Dahra Farms USA LLC (United States of America)
BoD member
ACX Intermodal Inc (United States of America)
Anastasia Dritsa
Independent, Non- Executive
Member of the BoD
IDEAL HOLDINGS S.A.
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” since 1999 with expertise, inter alia, in corporate law and corporate governance.
CVs of the Senior Executives of the Company
The brief CV’s of the executives are presented below.
Nikolaos Fotopoulos, Chief Financial Officer – CEO
His CV is listed above in the section “CVs of BoD members – Suitability Assessment of BoD members –
Independence Assessment of Independent non-Executive members of BoD”.
Dimitrios Tarnaras, Deputy CEO
He was born in Athens in 1990. He holds two degrees in Business Administration from the American College
of Greece and the Open British University, as well as two postgraduate degrees in Organizational Psychology
from the University of Leicester, England and in Economics from Harvard, USA. He has worked in positions
51
of responsibility in the procurement sectors in multinational companies, while recently he has been working
at Loulis Food Ingredients SA, where he has undertaken various roles such as Project Manager, Business
Development Manager, Director of International Purchasing and Human Resources and Managing Director of
Loulis Mel - Bulgaria EAD. Since February 2021, he has been Deputy CEO of the Group and since 30/12/2022
he has been elected Chairman of the Board of Directors of Kenfood SA.
CV hyperlink: https://www.loulis.com/en/members/dimitrios-tarnaras/?id=20
Anastasios Thanos, Procurement & Logistics Director
He was born in Volos in 1988. He holds BSc in Accounting and Finance, School of Management and Economics,
University of Thessaly, and an MSc in Applied Economics from the same university. Since 13/5/2013 he has
been working at Loulis Food Ingredients SA, starting by working in the licenses of Invoicing, Routing & Cashier
and then he moved to the new Company’s new Routing department. In July 2016 he took over the Logistics
Department with responsibility for the routing of the company and distribution centers (Attica and Northern
Greece). In 2021, he took over the Management of the Group's Warehouses and Transportation and since
the beginning of 2022 he has also taken over the Procurement Department in the new unified Procurement
& Logistics Department.
CV hyperlink: https://www.loulis.com/en/members/anastasios-thanos/?id=20
Leonidas Kozanitis, Sourpi Plant Director
He was born in Volos in 1965. He graduated from the University of Patras, Chemistry Department and from
the Swiss Milling School SMS. He holds a 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 the planning and construction of several plants of the Company in Greece
and abroad.
CV hyperlink: https://www.loulis.com/en/members/leonidas-kozanitis/?id=20
Andreas Tselos, Quality Manager & Keratsini Plant Manager
He was born in Piraeus in 1972. He has been working at “LOULIS FOOD INGREDIENTS SA” (former “LOULIS
MILLS SA”) since 1996. He holds a degree of Technical Engineer with expertise in Cereal processing (1990-
1994 Germany - DMSB). Since 1996, he has gained professional experience in the flour-industry at the
industrial plants of LOULIS FOOD INGREDIENTS Group in Greece and abroad, having been assigned with the
following duties: planning and supervising of Production projects and Quality Control as well as Quality
Assurance. Today, he serves as Plant Manager in the Keratsini plant (2000), Quality Assurance Director as
well as Technical Director of the projects abroad (2013).
CV hyperlink: https://www.loulis.com/en/members/andreas-tselos/?id=20
Dionisios Kasotakis, Commercial Director B2C
52
He was born in Athens in 1981. He studied Economics at the National and Kapodistrian University of Athens,
specializing in Finance and International Trade. He holds a Master's degree in International Marketing
Management from the University of Surrey in England and an MBA from the Hellenic Open University. He has
worked in positions of responsibility in the sales and marketing sectors in multinational and large Greek
companies. He has been working at Loulis Food Ingredients SA since 2020 and currently leads the Consumer
Products Sales Department of the Company.
CV hyperlink: https://www.loulis.com/en/members/dionysis-kasotakis/?id=20
Evaggelos Telegkas, Manager of B2B Sales (retired on 30/12/2025)
He was born in Volos in 1963. He has graduated from Accountning 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 served as General Director of GRAFI S.A., owned by Loulis family. Subsequently, he has
served as General Manager of the Karditsa plant (1996 - 1997) and afterwards as 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
serves as the Manager of B2B Sales for Greece.
Nikoleta Kiousi, Human Resources Manager
Nikoleta was born in Athens in 1989. She holds a degree in International, Economic and Business Studies
from the University of Piraeus. She has professional experience in administrative support and as a Personal
Assistant, having worked in demanding environments that strengthened her organizational and
communication skills. Since March 2022, she has been working at Loulis Food Ingredients S.A. She initially
joined the company as the Chairman’s Personal Assistant and now holds the position of HR Manager, actively
contributing to the development and support of the company’s culture and its people. In her free time,
Nikoleta enjoys reading, short trips, and spending quality time with her son.
CV hyperlink: https://www.loulis.com/en/members/nikoleta-kiousi/?id=20
CVs of Senior Managers of Company’s subsidiaries
Ioannis Louloudakis, Vice-Chairman of the BoD and CEO of the subsidiary “KENFOOD SA”
He was born in Athens in 1982. He is a Graduate of Business Organization and Administration of the Economic
University of Athens and a member of the Association of Certified Charter Accountants. He has attended
training seminars abroad (Association of Certified Charter Accountants in UK, Cyprus Stock Exchange, etc.)
as well as in Greece (HCBA, PWC Academy, etc.) and is a member of the Economic Chamber of Greece. Since
2005 he has been working at Loulis Food Ingredients SA, in three different companies of the Group in two
countries. Since 2015 he holds the position of Managing Director of Kenfood ABEE, a subsidiary of Loulis
Food Ingredients SA.
CV hyperlink: https://www.loulis.com/en/members/giannis-louloudakis/?id=20
Kalin Yonov, CEO of the subsidiary “LOULIS MEL- BULGARIA EAD”
53
He was born in Sofia, Bulgaria in 1978. He is a graduate with a full scholarship from the Department of
Business Administration and Management of the Athens University of Economics and Business Administration.
He also holds an MBA (with distinction) in Strategic Business Administration from the University of Sofia. For
the period 2005-2017 he has worked as Financial Manager and afterwards as General Manager, in the Balkan
subsidiaries of the Greek-Belgian metals processing group Viohalco SA. For the period 2018-2020 he has
been the CEO of Belovo Paper Mill SA, a well-known producer of FMCG hygiene products. He speaks 6
languages fluently and since 2021 he is a lecturer in Management Science at the International MBA of the
University of Sofia. Since 01/02/2021 he took over the management of the Bulgarian subsidiary of Loulis
Food Ingredients SA.
CV hyperlink: https://www.loulis.com/en/members/kalin-yonov/?id=20
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 as at 31/12/2025:
ΝΑΜΕ
CAPACITY
NUMBER OF SHARES
Nikolaos Loulis
Chairman of the BoD, Executive Member of the BoD
8.128.125
Nikolaos Fotopoulos
CEO, Executive Member of the BoD
51.603
Dimitrios Tarnaras
Deputy CEO
193.695
Dionisios Kasotakis
Manager of B2C Sales & Marketing
17.323
Anastasios Thanos
Director of Procurement & Logistics
2.593
Ioannis Louloudakis
Vice Chairman of the Board of Directors and Managing
Director of the subsidiary company with the name
KENFOOD S.A.
2.780
It is expressly clarified that the other members of the Board of Directors and senior executives do not hold
any shares in the Company.
Description of the diversity policy applied regarding the administrative, managing and
supervising bodies of the Company
The Company applies a diversity policy and 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 equal environment, free of
discriminations.
Management and employees are evaluated on the basis of their professional background, knowledge of the
Company’s objectives as well as their leadership skills, experience and performance. Evaluation results are
free of any discrimination.
54
The Board of Directors and the Committees of the Company, as well as the senior management of the
Company, seek maximum diversity in terms of gender, age and the educational and professional background
of the members, and provide equal opportunities to people with disabilities as well as to any group with
characteristics protected by law. The aim is to achieve a plurality of views, skills, knowledge and experience
within the Company, which meet the Company's objectives. The adoption and implementation of this policy
in the reporting period results in the creation of a working environment free of discrimination and prejudice.
The Diversity Criteria of the BoD are included in the Company’s Suitability Policy as well, which is posted on
the Company's website (https://www.loulis.com/en/investor-relations/corporate-governance/board-of-
directors/board-of-directors-suitability-policy/)
Summary of the information referred to in subparagraphs (a) and (b) of paragraph 1 of Article
3C of Law 4706/2020
The Company has also prepared and published a Special Annual Equal Gender Representation Report on the
Board of Directors for the 2024 Fiscal Year (From January 1, 2024, to December 31, 2024), which is posted
on the Company’s website at Equal Gender Representation Report - Loulis Food Ingredients
The following is a summary of the information regarding the application of the rates set forth in paragraph 3
of Article 3A of Law 4706/2020, and the information regarding compliance with the obligation set forth in
paragraph 4 of Article 3A of Law 4706/2020.
Elements of gender representation in the Board of Directors
Total Members
Male
members
Female
members
Percentage of members of
the underrepresented
gender
Members
7
6
1
14%
Executive members
2
2
0
0%
Non-executive members
5
4
1
20%
Independet non-executive
members
3
2
1
33%
Minutes regarding the initial formation of the
Board of Directors:
No. 1889 - 08/01/2024
In 2025, the Board of Directors of the Company consists of seven (7) members, of which:
-One (1) member is a woman (14,28%)
-Six (6) members are men (85,72%)
55
Therefore, the Company is in line with the provisions of the applicable Law 4706/2020, where the
underrepresented gender is less than twenty-five percent (25%) of the total members of the Board of
Directors, i.e. 7 x 25% = 1,75 people, but because this is a case of fraction, this percentage is rounded to
the previous integer, i.e. from 1,75 members it is rounded to 1 member.
In order to fully comply with the new institutional framework of Law 5178/2025 on gender balance, which
stipulates that the underrepresented gender must not be less than thirty-three percent (33%) of the total
members of the Board of Directors, i.e. 7 x 33% = 2,31 where, in the case of a fraction, this percentage is
rounded to the nearest integer, i.e. from 2,31 members is rounded up to 2 members, the Company must
have, at the time of the entry into force of Law 5178/2025, on 30/06/2026, at least two (2) members of the
underrepresented gender on the 7 member Board of Directors.
Loulis Food Ingredients S.A. already has one (1) member from the underrepresented gender and is in an
active process of identifying and selecting a second member, in order to ensure compliance with the relevant
obligations within the stipulated time frame.
Measures implemented by the Company to improve gender representation on the Board of
Directors
The Company follows objective, predetermined and meritocratic selection criteria for the composition of the
Board of Directors, promoting gender equality and inclusion.
In cases where candidates have equivalent qualifications, a candidate from the underrepresented gender Is
preferred, unless there are specific documented reasons. Loulis Food Ingredients S.A. implements the
following policies and codes that enhance meritocracy, safety and equality in the workplace:
- Anti-Violence and Harassment Policy.
- Whistleblowing Policy.
- Code of Conduct.
In addition, the company has signed the Diversity Charter, strengthening equality and fair treatment
regardless of gender, religion or sexual orientation, integrating in into its core culture.
Inference:
Loulis Food Ingredients S.A.:
• Recognizes the importance of timely adaptation to the obligations of Article 3Α of Law 4706/2020
and has already launched actions to strengthen women’s representation.
• Reaffirms its commitment to strengthening gender equality at the administrative level.
• Adopts a culture of transparency, meritocracy and respect for diversity.
• Constantly aims to improve balanced representation through the measures it follows and ensures the
continuous monitoring and updating of its policies.
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
56
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 Company’s
internal control systems and risk management effectiveness 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 Company’s website
https://www.loulis.com/en/investor-relations/corporate-governance/board-committees/audit-committee-
charter/
The Audit Committee of the Company, as appointed by the Regular 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-members of the BoD with a four year term, which is equal to the BoD
term, i.e. it ends on 22/06/2026
On 17/6/2025, the Board of Directors unanimously decided to appoint Ms. Anastasia Dritsa as a member of
the Audit Committee, replacing the resigning Ms. Elisavet Kapelanou – Alexandri, for the remainder of the
Audit Committee's term of office, that is, until 22/6/2026. Following the aforementioned resignation of Ms.
Elisavet Kapelanou – Alexandri and her replacement by Ms. Anastasia Dritsa, the members of the Audit
Committee were constituted as a body pursuant to the decision of the Audit Committee dated 17/6/2025.
The Company's Audit Committee is composed of three members and constitutes an independent mixed
committee within the meaning of Article 44, paragraph 1(a)(ab) of Law 4449/2017, comprising one (1)
independent non-executive member of the Board of Directors and two (2) independent third parties who are
not members of the Board of Directors. The Committee's term of office expires on 22/6/2026.
The members of the Audit Committee are the following:
NAME
CAPACITY
Andreas Koutoupis
Chairman of the Audit Committee, Independent third party, Non- Member of
the BoD
Anastasia Dritsa
Member of the Audit Committee, Independent Non-Executive Member of the
BoD (from 17/6/2025)
Konstantinos Kontochristopoulos
Member of the Audit Committee, Non-member of the BoD
Ms. Elisavet Kapelanou-Alexandri served as a member of the Audit Committee from January 1, 2025, to June
17, 2025.
The Chairman of the Audit Committee, Mr. Andreas Koutoupis, meets the independence requirements of
Αrticle 9 of the Law 4706/2020 and has sufficient knowledge of the Company’s activity, having already been
57
member of the BoD of the Company from June 2017 until June 22, 2022, having proven sufficient knowledge
in accounting and auditing (international standards).
The detailed CV of Mr. Koutoupis is posted on the Company’s website
https://www.loulis.com/members/andreas-koutoupis-tou-georgiou/?id=3
Prof. Andreas G. Koutoupis BSc (Honors), MSc, PhD, CMIIA, CIA, CICA, CCSA, CRMA, CCS,
Professor of Financial Accounting and Auditing with a Focus on Risk, University of Thessaly
Andreas G. Koutoupis, Professor of Accounting and Auditing with a Focus on Risk, is the Director of the
Master’s Program in Sustainable Accounting, Finance and Governance – ESG, and of the Laboratory of
Accounting, Auditing, and Corporate Governance in the Department of Accounting and Finance at the
University of Thessaly. He is also a Certified Internal Auditor, founder and Chairman of the companies KnR
and KPS, whose primary focus is the provision of Corporate Governance, Risk Management, Compliance, and
Internal Audit, and serves as the Training Manager at the Hellenic Institute of Internal Controls (HIIC). He
has participated in audit and consulting projects for over 300 companies and organizations over the past 27
years across all sectors and in various key positions of responsibility (Board Member, Chair of Audit
Committees, Project Manager, Quality Assurance Manager, etc.)
Ms. Anastasia Dritsa, a member of the Audit Committee, meets the independence requirements set forth in
Article 9 of Law 4706/2020 and possesses sufficient knowledge of the field in which the Company operates.
In particular, Ms. Dritsa has represented numerous companies in the food sector in complex cases, with an
emphasis on competition law—and more specifically, she has extensive experience in matters of commercial
contracts, specifically supply, distribution, and agency agreements, which are central to the Company’s
activities. Ms. Dritsa’s involvement in these matters was not limited to their legal aspects but extended to
their commercial dimensions as well, an understanding of which was critical to the successful handling of the
relevant cases. Furthermore, Ms. Dritsa’s relevant experience in sectors similar to those in which the Company
operates (e.g., FMCG, retail/supermarkets), enables her to take a more comprehensive approach to matters
concerning the Company. Therefore, it is considered that Ms. Dritsa is sufficiently familiar with and
experienced in the commercial reality and activities of the Company, and possesses the necessary readiness
to contribute to the progress of its operations.
The detailed CV of Ms. Dritsa is set out above, among the CVs of the other BoD members and has been
posted on the Company’s website https://www.loulis.com/en/members/anastasia-dritsa/?id=21
The member of the Audit Committee, Mr. Konstantinos Kontochristopoulos, meets the independence
requirements of Article 9 of Law 4706/2020, has sufficient knowledge of the Company’s operations, 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 has been posted on the Company’s website and is as follows
https://www.loulis.com/members/konstantinos-kontochristopoulos-tou-anastasiou/?id=3
Konstantinos Kontochristopoulos is an Economist born in 1977 in Athens. After completing his studies in
Finance and Accounting at the American College of Greece, he finished his postgraduate studies in Finance
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and Investments at the Brunel University in London, while he also holds an Executive MBA from the University
of Kent, UK, and the ACCA's DipIFR certification. He has served from 2004 to 2010 as Deputy General
Manager at Loulis Food Ingredients SA in Greece and Bulgaria, Financial Director at adapa GREECE KOMOTIΝI
S.A., member of the Austrian Group Adapa GROUP, where he later also served as Group Controller, while
currently he serves as Financial Director at DUNAPACK PACKAGING HELLAS S.A., member of the Austrian
PRINZHORN GROUP. In the past, he has also served as a member of the Board of Directors of the Association
of Industrialists of Thessaly and Central Greece.
During 2025, the Audit Committee addressed, inter alia, the following issues: updating the Audit Committee
on the Internal Auditor's audits (March 2025/ first quarter audit, June 2025/second-quarter audit, September
2025/third-quarter audit, December 2025/fourth-quarter audit), approving the annual programme of the
Internal Auditor (December 2025), regular updates from the Auditor on the Company's audit and financial
statements (April 2025, September 2025 and November 2025), recommendation to the Board of Directors
for the approval of the Annual Financial Statements 2024 (April 2025) and the Interim Financial Statements
2026 (September 2025), annual evaluation of the members of the Audit Committee (March 2025).
During 2025, the Audit Committee met ten (10) times with all members present (i.e. 100% participation
rate). The Audit Committee reviewed its performance in the course of its work and found that maximum
efficiency in its operation was ensured, as it fully met its responsibilities and implemented the tasks assigned
to it in a timely and adequate manner.
It was also confirmed that the Company’s statutory auditors do not provide any non-audit services to the
Company that are not permitted, and therefore there is no impact on the objectivity and effectiveness of the
statutory audit.
At its meeting on March 27, 2025, the Board of Directors reviewed the independence requirements set forth
in Article 9 of Law 4706/2020 for all members of the Audit Committee and determined that all members of
the Audit Committee meet the independence requirements.
Report of the Audit Committee 2025
1. Introduction
The purpose of this report is to provide information to the General Meeting of Shareholders and all the
interested parties on the actions of the Audit Committee during the period 01/01/2025 - 31/12/2025.
2. Purpose
The main purpose of the Audit Committee is to assist by providing support to the Board of Directors and
assurance to shareholders by creating the conditions for an effective corporate governance system, which
includes an efficient internal control system with the operation of the internal audit unit, risk management
and compliance unit.
3. Composition and Term of Office
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The Company’s Audit Committee is an independent committee that operates in accordance with the applicable
legal and regulatory framework and its operating regulations.
At the start of fiscal year 2025, the Audit Committee consisted of Mr. Andreas Koutoupis, Chairman; Ms.
Elisavet Kapelanou-Alexandri, Member; and Mr. Konstantinos Kontochristopoulos, Member. Following the
resignation of Ms. Elisabeth Kapelanou-Alexandri, on June 17, 2025, the Audit Committee was reconstituted
with Mr. Andreas Koutoupis as Chairman and Ms. Anastasia Dritsa and Mr. Konstantinos Kontochristopoulos
as Members, with a term of office until June 22, 2026.
The Audit Committee met thirteen (13) times in 2025, all the members of the Committee’s current
composition were present at each meeting, and all decisions were made unanimously. Minutes were kept for
each meeting and signed by all members present. In addition to the meetings, the members of the Committee
were in regular contact with the Certified Auditor, the internal auditor, the risk management and compliance
officers, as well as with the Company’s Management. Furthermore, the Committee approved its meeting
schedule for 2025 and conducted the annual evaluation of its members and Chair, confirming that the
Committee meets the required criteria regarding the composition, diversity, and effective collaboration of its
members.
4. Activities of the Audit Committee
During its meetings, the Audit Committee briefly addressed the following issues:
4.1 External Audit
• Reviewed and examined the statutory audit of the annual separate and consolidated financial
statements for the year 2024, as well as a review of the interim condensed financial information for the period
ended 30/06/2025.
• Met with the Company’s Certified Public Accountant during the key stages of the audit, particularly
during the planning phase and the presentation of the Key Audit Matters, the discussion of the supplementary
report to the Audit Committee, and the review of the interim financial statements.
• Examined the timeline, audit approach, scope of the audit, key issues, and major risks that could
affect the financial reporting process, and was briefed on the audit plan for the 2025 fiscal year.
• Confirmed the independence of the audit firm and the Certified Public Accountant, based on the
relevant statements and applicable ethical standards, and monitored compliance with the regulatory
framework governing permissible non-audit services.
• Examined and approved, following an assessment of the absence of any threat to the statutory
auditor’s independence, permitted non-audit services relating, inter alia, to the review of documentation files
for intra-group transactions, agreed-upon procedures regarding financial indicators, advisory services for the
budgeting process, and translations of financial reports.
4.2 Financial Information
60
• Monitored the preparation of the financial reports of the Company and the Group, particularly with
regard to the annual financial statements for the 2024 fiscal year and the interim condensed financial report
as of 30/06/2025.
• Reviewed significant accounting estimates, the disclosures required under IFRS, asset valuations,
related-party transactions, and the corresponding draft financial statements.
• Discussed with the relevant officials of the Finance Department and the Certified Public Accountant
key issues regarding the integrity, completeness, and consistency of financial reporting, offering comments
and recommendations where deemed necessary.
• It recommended to the Board of Directors the approval of both the annual financial statements as of
December 31, 2024, and the interim condensed financial information as of June 30, 2025, and was informed
that the review did not identify any material inconsistencies, significant deficiencies in internal controls,
instances of non-compliance, or any confirmed or suspected fraud.
4.3 Internal Control System
• It was briefed on the Internal Auditor’s annual report for 2024 and monitored the implementation of
the internal audit plan for fiscal year 2025 on a quarterly basis.
• Reviewed the results of the 2025 internal audits.
• Monitored the findings, the recommended corrective actions, the implementation timelines, and the
response of the relevant departments to the internal audit recommendations.
• Assessed the work of the head of internal audit, risk management, and regulatory compliance,
concluding that the set objectives had been met satisfactorily and that the quality of the deliverables was
satisfactory.
• Reviewed the bids for the assessment of the Internal Control System and the Corporate Governance
System of the Company and its subsidiaries, and selected SOL – Crowe as the most satisfactory in terms of
quality and cost.
• Approved the Internal Audit Unit’s annual audit plan for 2026 and confirmed that the number of
internal auditors and the available resources are commensurate with the Company’s size, structure, and
needs.
• Monitored the coordination of internal and external audits to avoid duplication and optimize overall
audit coverage.
4.4 Risk Management
Reviewed the annual activity report of the Risk Management Department for the year 2024 and was regularly
updated on the operation of the Company’s risk management framework.
Reviewed the Risk Appetite Statement, the update to the Risk Identification and Assessment Procedure, and
the update to the Risk Management Operating Regulations, recommending the relevant approvals to the
Board of Directors.
61
Approved the Annual Risk Management Audit Program for 2026 and the update of the Company’s Risk
Register, assessing the relevant risk identification and assessment process as adequate in terms of both
planning and effectiveness.
4.5 Rules of Procedure
The Company’s Rules of Procedure were updated in 2025. The Audit Committee reviewed the update, taking
into account the organizational, operational, and regulatory changes during the fiscal year, and recommended
its approval to the Board of Directors. Please note that a summary of the Rules of Procedure is available on
the company’s website.
4.6 Sustainable Development Policy
Underlining its sincere commitment to the principles of Corporate Responsibility and Sustainable
Development, the Company has adopted a Sustainable Development Policy. The policy covers the Company's
and Group's entire operations and is binding on the Company and all its subsidiaries.
The Company, through its Sustainable Development Policy, seeks to create value over time for those involved
with the Company, namely the shareholders, the members of the Board of Directors, the managers, other
employees, customers, suppliers, banks, the public sector, society and other social groups that interact with
the Company.
Therefore the Company places particular emphasis on the training and development of human resources,
health and safety at work, as well as on 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 means an ongoing
commitment to substantive actions aimed at creating value for all parties involved with the company that
meet society's contemporary needs and contribute 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, i.e. Environment, Society,
Governance. The Sustainable Development Policy is an integral part of the Company's business practice model
and culture and is aligned with the broader corporate strategy and corporate governance framework.
March 2026
The Company's Audit Committee
Remuneration & Nomination Committee
The Remuneration & Nomination Committee assists the Board of Directors in relation to the nomination of
candidates for the Board of Directors and the remuneration of the members of the Board of Directors and
the Company's executives. The Committee is appointed by the BoD and consists of at least three (3) non-
executive BoD members, of which at least two (2) must be independent non-executive. The independent
non-executive members of the BoD are always the majority of the Committee’s members.
62
The Remuneration & Nomination Committee of the Company was appointed on 22/6/2022 by the Company’s
Board of Directors and on 17/6/2025, the Board of Directors elected Mr. Arnoud van den Berg, non-executive
member of the BoD, as new member of the Remuneration & Nomination Committee, in replacement of the
resigned Ms. Elisavet Kapelanou – Alexandri, until the end of her term, i.e. on 22/6/2026. In view of the
above, the Remuneration and Nomination Committee, until the end of its term on June 22, 2026, consists of
the following members:
NAME
CAPACITY
Georgios Taniskidis
Chairman of the Committee, Independent Non-Executive Member of the Board
of Directors
Konstantinos Machairas
Member of the Committee, Independent Non-Executive member of the BoD
Arnoud van den Berg
Member of the Committee, Independent Non-Executive member of the BoD
(from 17/6/2025)
The term of office of the Committee is the same as that of the Board of Directors, i.e. 22/6/2026.
Ms. Elisavet Kapelanou-Alexandri served as Chair of the Remuneration & Nomination Committee from
1/1/2025 to 17/6/2025.
The Remuneration & Nomination Committee convened seven (7) times during the year, and all the members
were present (i.e. 100% participation rate). In particular, the Remuneration & Nomination Committee met
on 13/1/2025 with the following items on the agenda: approval of its meeting schedule and the
recommendation to the Board of Directors of the Company to grant the executive members of the Board of
Directors remuneration, which consists of participation in the profit of the year, in accordance with the current
Remuneration Policy of the Company. Subsequently, it met on 18/3/2025, with the following agenda items:
evaluation of the members of the Remuneration and Nomination Committee for the year 2024, annual
evaluation of the members of the Board of Directors, the Chairman of the Board of Directors and the CEO.
On 28/4/2025, the Board of Directors met to discuss, as part of its agenda, the proposal to the Board of
Directors for the re-approval by the Regular General Meeting of the Remuneration Policy for the members of
the Company’s Board of Directors, in accordance with Article 110 of Law 4548/2018, as currently in force
submission to the Board of Directors of the Remuneration Report for the year from 1/1/2024 to 31/12/2024
(Article 112 L.4548/2018) and on 16/6/2025 with the following agenda items: proposal to the Company’s
Board of Directors regarding the election of Ms. Anastasia Dritsa as an Independent Non-Executive Member
of the Board to replace Ms. Elisavet Kapelanou -Alexandri, who will submit her resignation later today, and a
proposal to the Company's Board of Directors regarding the election of Ms. Anastasia Dritsa as a Member of
the Audit Committee to replace Ms. Elisavet Kapelanou -Alexandri, who will submit her resignation later the
same day. At its meeting on 17/6/2025, the Remuneration and Nomination Committee was constituted.
Subsequently, it met on 10/7/2025 with the following agenda items: the proposal to the Board of Directors
on the succession plan for the members of the Board of Directors and the Committees, as well as for the
senior executives of the Company and the CEO and the proposal to the Board of Directors on the non-
payment of remuneration to the non-executive members of the Board of Directors for their participation in
the Board of Directors. Finally, on 5/12/2025 it met with the following agenda items: submission of an opinion
to the Board of Directors regarding the payment of extraordinary remuneration (bonus) to the Directors and
63
other Executives of the Company's Management for the financial year from1/1/2025 to 31/12/2025 and the
training program for the BoD members, executives, internal auditor, risk management and compliance officers
and information systems officers.
The Remuneration & Nomination Committee operates according to its Operating Regulations which is posted
on the Company's website https://www.loulis.com/en/investor-relations/corporate-governance/board-
committees/nomination-remuneration-committee-charter/
The Remuneration and Nomination Committee has reviewed its performance in the course of its work and
has found that maximum efficiency in its operation is ensured, as it has fully performed its duties and
implemented the tasks entrusted to it in a timely and adequate manner.
Sustainable Development Policy of the Company
Company’s Vision
Creating value for human nutrition.
The Mission
Production and distribution of high quality, innovative and competitive raw materials as well as providing
high-level services in the food market.
With respect to its three centuries of tradition, the Company is committed to innovation and growth,
demonstrating environmental and social responsibility and creating value for its customers, employees,
shareholders and society.
The Company aims to become the leading player in its field in Southeastern Europe, while enhancing its
export orientation and upholding strong environmental and social responsibility.
Financial Improvement & Corporate Governance
All companies should voluntarily integrate social and environmental practices into their business operations
and stakeholder relationships, recognizing that responsible conduct is key to sustainability and long-term
success.
Loulis Food Ingredients applies a specific corporate responsibility and sustainable development strategy.
The Company recognises and manages the impacts arising from its operation:
• On the economy (market)
• On people
• On the environment
• On society
and seeks to reduce the negative and increase the positive impacts.
The Company aims at achieving valid financial results, following the applicable legal framework for corporate
governance. It evaluates the opportunities and manages operational risks ensuring its continuous and smooth
64
operation.
Moreover, the Company complies with all relevant laws aiming at performing its activities with total
transparency and integrity, recognizing its share of moral and regulatory obligations.
The priority of Loulis Food Ingredients SA is to achieve its strategic objectives, which include proper
competitiveness and corporate performance, exclusively through lawful conduct. On the basis of the above,
the Company does not encourage or tolerate illegal or unethical business operations.
The Company prepares the sustainability report which includes and follows the international standards of
Sustainable Development.
Relations with third parties
Loulis Food Ingredients SA adopted a customer-oriented approach of customer service seeking optimal
customer satisfaction, while investing in research and development offering a wide range of high quality
products.
Moreover, the Company targets at creating added value for its customers not only through providing them
with high quality products but also through supporting them with excellent and personalized services. Thus
the Company reinforces its position in the continuously growing business environment.
In addition, the Company requires the commitment of its suppliers and associates regarding proper and
responsible business conduct.
Human Resources
The Company's primary objective is the protection of human rights and the provision of a healthy and safe
working environment.
The Company respects and supports internationally recognized human rights, establishing policies of fair
remuneration, meritocracy and equal opportunities, without any discrimination for all its human resources,
while at the same time ensuring the staff and BoD members' development in accordance with the Company's
Training Policy.
The Company does not tolerate any kind of discrimination based on sex, religion, age, ethnicity, social
background, disability, beliefs, sexual orientation or political views. These principles apply to the recruitment
of new employees, to employees with contract and to the promotion of the Company's employees. The only
factors influencing employment-related decisions are performance, experience, personality, effectiveness,
skills, qualifications and ethics.
The Company and its subsidiaries are against any kind of forced labor. The Company’s total operations
performed must be voluntary and defined by the applicable legislation.
The Company constantly ensures health and safety at all levels of its operations, including staff, partners,
customers and visitors. It strictly complies with all applicable legislation and fully implements all appropriate
health and safety standards, guidelines and procedures.
Environment
65
Environmental management is part of the Company's priorities. The Company aims to minimize its
environmental footprint to the maximum extent possible by adopting good environmental practices, applying
the precautionary principle and implementing systematic actions.
The operation of the Company and its subsidiaries ensure the optimal management of natural resources, the
promotion of an ecological culture among its personnel, compliance with the applicable national and EU
environmental legislation, as well as with the specific environmental conditions of each unit's operation. The
Company operates with full transparency and engages in an open dialogue on environmental issues with all
stakeholders.
Local Community
The Company actively engages with and addresses social responsibility issues that affect the local community.
It plans and implements initiatives aimed at addressing social issues, including labor, education, welfare, and
cultural challenges.
At the same time, it encourages its employees and business partners to engage in voluntary actions and take
initiatives for the sustainable development of the local community.
The sustainable development business model prioritizes people over economic profit, making the role of
Company’s management more challenging. Striking the 'golden mean' between achieving financial goals and
adhering to ESG principles and standards is no easy task.
Loulis Food Ingredients SA gradually and continuously integrates Environmental, Social, and Corporate
Governance (ESG) criteria and objectives into its investment strategy across all operations. In the medium to
long term, this process will enhance the investment impact on the environment and society, while promoting
the adoption of best practices in corporate governance. At the same time, the Company aspires to contribute
to the reduction of investment risks and the enhancement of investment returns by implementing ESG's best
practices.
Material non-financial matters relating to the Company’s long-term sustainability
a) Health and safety of employees and products.
The protection of the health and safety of the Company's employees is a non-negotiable priority and a primary
concern of the Company. In the context of implementing this priority, the Company has adopted every
international best practice that contributes to the strengthening and improvement of the safety culture and
to the achievement of the "zero accidents" objective, while organizing training programs, both for raising
awareness of the risks in the production process and for cultivating common safety awareness and conduct
among employees.
Regarding the Company’s products, it has applied the following policies, to ensure employee and product
health and safety in the context of Product Superiority Strategy:
• Quality Policy
• Quality and Food Safety Policy
66
• Occupational Health and Safety Policy
b) Employees training and development
The Company acknowledges the decisive contribution of its staff in its successful business journey to date.
The broad experience, high specialization, expertise and creativity of the staff support the Company's course
for a stable, dynamic and continuous growth. The Company focuses on the objective evaluation of its
personnel, talent development and continuous training, by designing and implementing high added value
training programs based on a structured methodology, targeted topics and educational material that meet
specific needs and cover a wide range of knowledge fields. The Company encourages professional
development and makes maximum use of the staff's knowledge and skills. whereas the tendency to fill
vacancies with internal movements is part of the Company culture. In 2025, training programmes were
implemented, giving participants the opportunity to take part and reap the benefits of learning provided by
highly qualified trainers. The number of training hours on ESG (Environmental, Social, Governance) topics
increased to 3.606, covering environmental, social, and governance criteria that promote the Company’s
sustainable and responsible operations. Some of these programmes were implemented on a recurrent basis.
In terms of responsible business conduct and respect for fundamental values, the Company has adopted the
following policies:
1.Sustainable Development Policy
2. Human Rights Policy
c) Social Responsibility
The Company is committed to ensuring the sustainability of the local community and for this reason maintains
a two-way, ongoing cooperation with the local community. The Company relies on the local community in
which it operates for a significant part of its human resource and supplier needs. A significant part of the
Company’s employees comes from the local communities, thus contributing to the local and national
economy. Regarding the company's social contribution initiatives, reference is made to the support of
vulnerable groups, as the Company provided support to 220 non-governmental organizations by donating
over 150 tons of flour, of which 24 were for children with special needs. The Company organized two
voluntary blood donations at its premises, continued to provide donations to charitable institutions, supported
61 bakery schools by donating more than 32 tonnes of flour for their educational needs, supported the
"Alliance for Food Waste Reduction" by providing 5.288 portions of food in cooperation with the non-profit
organization "Boroume" Other initiatives that promote common values for progress, development and social
contribution, include the enrichment of the new educational programms at the Loulis Museum.
d) Environmental protection
Environmental protection is a primary element of the Company’s Sustainable Development Policy and
represents a crucial pillar for its business strategy which is continuously adjusted to the constantly changing
international business environment. Environmental awareness is expressed through the adoption of an
Environmental Management Policy for the environmental protection of its operations and through targeted
67
investments for the protection of the environment and through systematic and daily practices, which combine
responsible environmental management with the effort for continuous reduction of the environmental
footprint. In the context of environmental protection, the Company applies the applicable legislation and the
environmental management is carried out through the Environmental Management System certified with ISO
14001:2015. It also received ISO 14064 certification in compliance with the Climate Law, by submitting its
carbon footprint.
In particular the Company proceeded in:
• Designing preventive measures to address potential problems and emergencies arising from the
company’s operations.
• Setting measurable objectives and corresponding programs for the ongoing improvement of the
Company’s environmental performance.
• Regular communication with all the parties involved - staff, suppliers, business-partners, local community,
companies with identical or similar operation- regarding environmental issues that affect all aspects of the
Company’s activity in order to assess all the relevant environmental data and raise awareness regarding
environmental management matters.
The Company also:
• Implements targeted environmental management programmes (e.g. energy saving programmes, actions
and initiatives to reduce emissions, fleet replacement to electric vehicles, etc.).
• Aims to optimize the use of raw materials and natural resources (e.g., rainwater etc.) and implements a
recycling program for metals, equipment, electrical and electronic appliances, paper, and plastic packaging
through certified collectors.
• Implements an integrated waste management system and achieves 100% recycling through certified
waste management operators.
• Monitors technological developments and regularly upgrades infrastructure of environmental interest
through:
o Applying annual noise and dust measurements, conducted by a certified company.
o Conducting emergency drills, fire protection, decontamination.
o Continuously renewing and planting trees around the production units.
o Achieving significant reduction of water consumption within the last 40 years during the production
process.
o Carrying-out desensitization of organic cereals and flour in conditions of controlled atmosphere
without the use of chemicals.
• Ensures the continuous training and raises employees’ awareness on environmental issues.
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In addition, as part of its efforts to strengthen its environmental responsibility and align itself with
international sustainability practices, the Company:
• Has obtained the Green Pass certification for 100% renewable energy use across all its facilities,
significantly reducing its carbon footprint.
• Actively participates in UN Global Compact Greece, adopting and promoting the United Nations’
ten universal principles regarding human rights, labor, the environment, and the fight against
corruption.
• Has been evaluated by the international organization EcoVadis and has received Bronze-level
certification, confirming its commitment to sustainable development and responsible business
practices.
Standards used by the Company for the disclosure of non-financial information
The Company aims to inform its stakeholders through the publication of the Sustainability Report (ninth
consecutive years) on the quantitative and qualitative data regarding the Company's performance in achieving
the targets set in relation to Environmental, Social and Governance issues. Data has been prepared in
accordance with the GRI criteria and the highlighting and coverage of ESG criteria (Environmental, Social and
Governance criteria), in accordance with the ATHEX ESG Reporting Guide, as well as taking into account the
European Sustainability Reporting Standards (ESRS) in conducting the double materiality assessment.
ESG criteria consist of a set of indicators that measure the Company's performance and adjust its behaviour
so that it complies with the criteria. ESG indicators are used and assessed by future investors, wishing to
focus on responsible investments.
In addition, the seven fundamental Social Responsibility Principles of the international standard ISO
26000:2010 have also been taken into account.
In order to clearly define its boundaries and impacts on sustainable development, the Company considered
the Sustainable Development Goals – SDGs, assessing the impact of its key issues on each of the 17 goals.
The Company seeks to foster and strengthen dialogue with all stakeholders to enhance its strategy for
developing a sustainable and responsible business environment, thereby making a greater contribution to the
economy, society, and the environment.
The Company, guided by the European Sustainability Reporting Standards (ESRS) and the principles of the
United Nations Sustainable Development Goals, is committed to pinpoint opportunities that could improve its
strategy and operating performance decision-making, reducing the risks related to climate change and
economic growth.
Decision-making process regarding transactions with related parties
The related party transaction process aims to describe the manner in which related party transactions must
be approved according to the applicable legislative framework. It also describes the manner in which
transactions with related parties must be carried out by the Company's employees prior to signing/approving
69
a transaction with a related party.
Each affiliated company follows the rules regarding transparency, independent financial management, its
transactions accuracy and correctness according to Law. Transactions between the Company and its affiliated
companies are conducted at prices or terms that are consistent with those that would be agreed upon in
transactions with unrelated parties, reflecting prevailing market conditions at the time. Specifically, the price
or terms align with those agreed upon by the Company in transactions with third parties, in compliance with
applicable legislation.
In the context of the application of International Accounting Standards and International Financial Reporting
Standards and specifically in accordance with IAS 24 "Related Party Disclosures", the Company is required to
disclose, mainly through periodic financial statements, the transactions between related parties. According to
the provisions of the standard, related parties, apart from the companies (subsidiaries and associates)
participating in the Company's Group, are the members of the Board of Directors, the Directors, their closest
family members, as well as third companies in which the above parties hold a significant interest (>20%)
and which, through the nature of their transactions, exercise significant influence on the decisions and
strategic or financial activities of the Company.
The information on the above transactions between related parties is included in the report accompanying
the Company's financial statements, under the responsibility of the Finance Department, so that the
shareholders can be informed.
In the above context, in 2025, the Company entered into the following transactions with related parties,
which are also mentioned in Chapter H of the Annual Management Report of the Board of Directors.
Η. Transactions with related parties
The cumulative amounts of sales and purchases since the beginning of the financial year and the balances
of the Group's and the Company's receivables and liabilities at the end of the current financial year, arising
from transactions with its related parties within the meaning of IAS 24, are as follows:
Transactions with related parties
Group
01.01 - 31.12.2025
01.01 - 31.12.2024
Sales of
Goods &
Services
Purchases
of Goods &
Services
Sales of
Goods &
Services
Purchases
of Goods &
Services
Affiliated Companies
1.062
0
126.158
0
Executives and Members of the Management
0
0
0
0
Total:
1.062
0
126.158
0
31.12.2025
31.12.2024
Receivables
Liabilities
Receivables
Liabilities
Affiliated Companies
0
0
0
0
Shareholders with a significant % shareholding (> 20%)
0
0
0
0
Executives and Members of the Management
289
2.030
7
1.896
70
Total:
289
2.030
7
1.896
Company
01.01 - 31.12.2025
01.01 - 31.12.2024
Sales of
Goods and
Services
Purchases
of Goods
and
Services
Sales of
Goods and
Services
Purchases
of Goods
and
Services
Kenfood SA
1.034.107
2.603.956
1.136.025
2.859.249
Loulis Logistics Services SA
840
0
480
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD
187.708
1.032.260
159.358
1.261.360
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
2.160
0
1.200
0
Affiliated Companies
1.062
0
1.158
0
Executives and Members of the Management
0
0
0
0
Total:
1.225.877
3.636.216
1.298.221
4.120.609
31.12.2025
31.12.2024
Receivables
Liabilities
Receivables
Liabilities
Kenfood SA
134.112
507.321
13.955
1.113.659
Loulis Logistics Services SA
0
0
0
0
Loulis International Foods Enterprises Bulgaria Ltd
0
0
0
0
Loulis Mel-Bulgaria EAD
35.099
32.037
32.305
0
LEP ENERGY COMMUNITΥ COOPERATIVE SOCIETY Ltd
0
0
0
0
Affiliated Companies
0
0
0
0
Shareholders with a significant % shareholding (> 20%)
0
0
0
0
Executives and Members of the Management
289
2.030
7
1.574
Total:
169.500
541.388
46.267
1.115.233
Remuneration of Directors and members of the Management
Group
Company
01.01 -
31.12.2025
01.01 -
31.12.2024
01.01 -
31.12.2025
01.01 -
31.12.2024
Salaries and other benefits
1.728.274
1.558.092
1.523.699
1.342.962
Stock Award Plan
113.760
0
100.390
0
Total:
1.842.034
1.558.092
1.624.089
1.342.962
There are no other significant transactions with related parties for the year 2025.
I. Subsequent events
The most significant events subsequent to December 2025, and until the date of the preparation of the
Financial Statements are as follows:
Announcement of Free Distribution of Treasury Shares under a Stock Award Plan
71
On March 6, 2026, the Company proceeded with the free distribution, through over-the-counter transfers, of
a total of 16.390 treasury ordinary registered shares to nine (9) senior executives of the Company and its
subsidiaries (the “Beneficiaries”). The total value of these shares amounted to €60.643, based on the closing
price of the Company’s share (€3,70 per share) on March 5, 2026.
The above shares derive from treasury shares acquired by the Company under an approved Stock Award
Plan, which was authorised by the Regular General Meeting of Shareholders held on May 21, 2025.
Following the above distribution, the Company holds a total of 24.030 treasury shares, representing 0,1404%
of its total shares.
Ι. Information pursuant to Article 50, par 2 of Law 4548/2018 on the acquired treasury
shares
The Company’s Regular General Meeting of Shareholders, held on May 21, 2025, approved a Share Buyback
Program, in accordance with applicable law, for any permitted purpose, including, by way of example and
without limitation, the reduction of share capital and the cancellation of the acquired shares, as well as their
distribution to employees and/or members of the Management of the Company and/or affiliated companies,
in accordance with the applicable Remuneration Policy.
The Program provides for the repurchase of treasury shares up to 10% of the Company’s paid-in share
capital, i.e., up to 1.712.028 shares, within a price range of €2,00 (minimum price) to €6,00 (maximum price)
per share and for a period of twenty-four (24) months from its approval date, i.e., until May 21, 2027
(hereinafter the “2025–2027 Program”).
During the first year of implementation of the 2025–2027 Program, specifically from its commencement
through December 31, 2025, the Company acquired 40.420 treasury shares, with a nominal value of €0,94
each, at an average purchase price of €3,48 per share, representing 0,2361% of its total shares.
No other events occurred after December 31, 2025, that have a material impact on the Group's and the
Company's financial statements.
J. Explanatory Report of the Board of Directors (pursuant to Article 4, par. 7 & 8 of Law
3556/2007)
The present explanatory report of the Board of Directors to the Regular General Meeting of its Shareholders
includes detailed information in accordance with the provisions of paragraph 1 of Article 11a of Law
3371/2005.
1. Share capital structure.
The Company’s share capital amounts to €16.093.063,20 divided into 17.120.280 shares with a nominal value
of €0,94 each. All shares are listed for trading on the Athens Stock Exchange, in the Medium and Small Cap
category. The Company's shares are ordinary registered shares with voting rights.
2. Restrictions on the transfer of Company’s shares.
72
There are no restrictions in the Company’s Articles of Association regarding transfer of the company’s shares
and the transfer is conducted in accordance to Law.
3. Significant direct or indirect participations according to Αrticles 9-11 of Law Ν.3556/2007.
As of the transaction date 31/03/2026, Mr.Loulis Nikolaos holds 47,477%, Mrs.Loulis Evangelia holds 6,864%,
and AL DAHRA AGRICULTURE SPAIN SLU holds 20,006% of the Company's share capital. There is no other
natural or legal person owning more than 5% of the share capital.
4. Shareholders possessing any category of shares that grant special control rights.
There are no Company’s shares that grant special control rights to their shareholders.
5. Restrictions on voting rights.
The Company’s Articles of Association do not provide for any restrictions in voting rights.
6. Agreements between Company’s shareholders.
The Company is not aware of any agreements among its shareholders that impose restrictions on the transfer
of its shares or on the exercise of the voting rights attached thereto.
7. Rules for the appointment and replacement of members of the Board of Directors and for the
amendment of the Articles of Association different from those provided for in Law 4548/2018.
The rules provided by the Company's Articles of Association for the appointment and replacement of the
members of the Board of Directors and the amendment of the provisions of the Articles of Association do not
differ from those provided in Law 4548/2018.
8. Competence of the Board of Directors to issue new shares or purchase treasury shares.
According to Article 6 of the Company's Articles of Association, the Board of Directors within five years from
the relevant decision of the General Meeting, by a decision taken with the quorum and majority required by
Law 4548/2018, may increase the share capital partially or fully by issuing new shares, for an amount that
may not exceed three times the capital paid up on the date on which the Board of Directors was granted this
authority. According to the provisions of Article 49 of Law 4548/2018, public limited companies may, by
decision of the General Meeting of their shareholders, acquire treasury shares up to 10% of their total shares,
according to the specific conditions and procedures defined in Article 49 of Law 4548/2018. There is no
contrary provision in the Company's Articles of Association.
9. Significant agreement of the Company which becomes effective, is amended or terminates in
the event of a change in control of the Company following a public offering and the effects of
such agreement.
There is no such agreement.
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 its BoD members or its employees, which provide for
compensation particularly in the event of resignation or dismissal without sufficient reason or termination of
their term of office or employment due to a public offer.
73
K. Dividends per share
The BoD of the Company after taking into account the financial results of the year 2025, the Company’s
financial position, prospects as well as the conditions prevailing in the wider financial environment shall
propose to the following Regular General Meeting of the Shareholders the distribution of dividends of a gross
amount of €0,18 per share. The proposed distribution will derive from both the profits of the financial year
2025 and from the profits of previous financial years and is subject to the approval of the Regular General
Meeting of Shareholders.
The Chairman of the Board of Directors
Nikolaos Κ. Loulis
Sourpi, Magnesia, April 27, 2026
The Board of Directors
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74
Independent Auditor’s Report
(This report has been translated from Greek original version)
To the Shareholders of LOULIS FOOD INGREDIENTS S.A.
Report on Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of LOULIS FOOD
INGREDIENTS S.A. (the Company), which comprise the separate and consolidated statement of financial
position as at December 31, 2025, and the separate and consolidated statements of comprehensive income,
changes in equity and cash flows for the year then ended, as well as and the notes to the financial
statements, including material accounting policy information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the Company LOULIS FOOD INGREDIENTS S.A. and its
subsidiaries (the Group) as of December 31, 2025, their financial performance and their cash flows for the
year then ended in accordance with International Financial Reporting Standards that have been adopted 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.
We are independent of the Company and the Group within the course of our appointment, in accordance
with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code) as incorporated in Greek legislation and applicable to audits of financial statements of public
interest entities 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 audited period. These matters as well as 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.
© 2026 Grant Thornton Greece. All rights reserved.
75
Key audit matter
How our audit addressed the key audit matter
Revenue recognition
The Group's and the Company's revenues for the
year ended December 31, 2025 amounted to
€199,671 k and €171.249 k, respectively. The
Group and the Company produce and/or trade flour
mill products, mixes and/or raw materials for bakery
and confectionery products and cereals, and
revenues are made through various channels and
include revenue from the sale of these products.
Revenue is generally recognized at a specific point
in time, when the control of the goods is transferred
to the customer, usually upon delivery, and there
are no further commitments that could affect the
customer's acceptance of the goods. The
application of IFRS 15 "Revenue from Contracts
with Customers" requires the management to make
estimates, mainly in relation to determination of the
variable consideration due to discounts and other
economic incentives provided to customers.
Considering the significance of revenue for the
separate and consolidated financial statements, the
volume of transactions, and the estimates required
to determine discounts and other economic
incentives based on the terms of contracts with
customers, we consider recognition of revenue a
key audit matter.
The accounting policy for revenue recognition
and related disclosures are presented in Notes
6.8.8, 6.10.11, and 7.22 to the consolidated and
separate financial statements.
Our audit approach includes, among others, the
following procedures:
• We evaluated the internal controls and
procedures designed by the management and
related to revenue recognition.
• We reviewed, on a sample basis, the accuracy
of revenue recognition by (a) comparing
transactions with relevant supporting
documents, such as delivery notes, invoices,
contracts, and receipts; (b) recalculating
discounts and other incentives to customers
based on the relevant contracts.
• We verified that revenue transactions at the
end of the current year and at the beginning of
the next year have been recognized in the
correct accounting period.
• We assessed the consistency of the accounting
policies for recognizing revenue of the Group
and the Company with the requirements of
IFRS 15 "Revenue from Contracts with
Customers."
• We assessed the adequacy of disclosures in
the separate and consolidated financial
statements in accordance with IFRS
requirements in this regard
Other Information
Management is responsible for the other information. The other information included in the Annual Financial
Report includes the the Board of Directors’ Report, the reference to which is made in the “Report on other
Legal and Regulatory Requirements” section of our Report and Statements of the Members of the Board of
Directors , 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.
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 our audit, 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
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76
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards, that have been adopted
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 Company’s Audit Committee (art. 44 of Law 4449/2017) 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 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.
• 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.
© 2026 Grant Thornton Greece. All rights reserved.
77
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 included in this report, according to the provisions of
paragraph 1, cases aa', ab' and b', of Article 154C of Law 4548/2018, we note the following:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the
information required by Article 152 of Law 4548/2018.
b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the legal
requirements of articles 150 and 153 of Law 4548/2018 with the exception of the requirement to submit a
sustainability report under paragraph 5A of Article 150 of the same law and the content of the report is
consistent with the accompanying financial statements for the year ended December 31, 2025.
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 misstatements in the Board of
Directors’ Report.
2. Additional Report to the Audit Committee
Our audit opinion on the separate and consolidated financial statements is consistent with the Additional
Report to the Company’s Audit Committee in accordance with Article 11 of the European Union (EU)
Regulation 537/2014.
3. Provision of non-audit services
We have not provided to the Company and its subsidiaries any prohibited non-audit services referred to in
article 5 of EU Regulation No 537/2014 or other permitted non-audit services.
The permitted non-audit services that we have provided to the Company and its subsidiaries, during the
financial year ended December 31, 2025, are disclosed in Note 7.23 to the accompanying separate and
consolidated financial statements.
4. Auditor’s Appointment
We were appointed for the first time as Certified Public Accountants Auditors of the Company based on the
decision of the Annual General Shareholders’ Meeting dated 17/06/2024. Since then, our appointment has
been continuously renewed for a total period of 2 years based on the decisions taken annually by the Annual
General Meeting of shareholders.
5. Bylaws (Internal Regulations)
The Company has Internal Regulations in accordance with the provisions of Article 14 of Law 4706/2020.
© 2026 Grant Thornton Greece. All rights reserved.
78
6. Assurance Report on European Single Electronic Format
Subject Matter
We have undertaken a reasonable assurance engagement to review the digital records of LOULIS FOOD
INGREDIENTS S.A. (hereinafter “the Company and/or the Group), prepared in accordance with the European
Single Electronic Format (ESEF), which comprise the separate and consolidated financial statements of the
Company and the Group for the year ended December 31, 2025, in XHTML, as well as the provided XBRL file
(«213800SZN4MZXLBCIB60-2025-12-31-el.zip») with the appropriate mark-up, on the aforementioned
consolidated financial statements including other explanatory information (Notes to financial statements)
(hereinafter (the "Subject Matter") in order to verify that it was prepared in accordance with the requirements
set out in the Applicable Criteria section.
Applicable Criteria
The Applicable Criteria for the European Single Electronic Format (ESEF) are prepared in accordance with the
Commission Delegated Regulation (EU) 2018/815 as amended by the Commission Delegated Regulation
(EU) 2020/1989 (hereinafter the ESEF Regulation) and the European Commission Interpretative
Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007 and the relevant
announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (ESEF
Regulatory Framework). In summary, this framework includes, inter alia, the following requirements:
• All annual financial reports shall be prepared in XHTML format.
• For the consolidated financial statements in accordance with IFRS, financial information included in the
Statements of Comprehensive Income, Financial Position, Changes in Equity and Cash Flows, as well as the
financial information included in other explanatory information shall be marked-up with XBRL (XBRL ‘tags’ and
“‘block tag”’), in accordance with the effective ESEF Taxonomy. ESEF technical specifications, including the
relevant taxonomy, are set out in the ESEF Regulatory Technical Standards.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2025, in accordance with the
Applicable Criteria, and for such internal control as management determines is necessary to enable the
preparation of digital records that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to issue this Report in respect of the assessment of the Subject Matter, based on our
assurance engagement, as described below in the section "Scope of the Engagement”.
We conducted our work in accordance with the International Standard on Assurance Engagements 3000
“Assurance Engagements other than Audits or Reviews of Historical Financial Information” (hereinafter
ISAE 3000”).
ISAE 3000 requires that we plan and perform our work to obtain reasonable assurance to evaluate the
Subject Matter in accordance with the Applicable Criteria. As part of the procedures performed, we assess
the risk of material misstatement of information related to the Subject Matter.
We consider that the evidence we have obtained is sufficient and appropriate and supports the conclusion
reached in this assurance report.
Professional Ethics and Quality Management
We are independent of the Company and the Group during our entire assignment and we have complied
with the requirements of the International Ethics Standards Board for Accountants Code of Ethics for
Professional Accountants (IESBA Code) the ethical and independence requirements of Law 4449/2017 and
Regulation (EU) 537/2014.
Our auditing firm applies the International Standard on Quality Management (ISQM) 1 “Quality Management
for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements” and accordingly, operates a comprehensive system of quality management including
© 2026 Grant Thornton Greece. All rights reserved.
79
documented policies and procedures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
Scope of engagement
The assurance procedures we performed covers, in a limited way, the items included in the BoD Resolution
214/4/11-02-2022 of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the
"Guidelines in relation to the work and assurance report of the Statutory Auditors on the European Single
Electronic Reporting Form (ESEF) of the issuers with securities listed on a regulated market in Greece", as
issued by the Institute of Certified Public Accountants of Greece (SOEL) on 14/02/2022, so as to obtain
reasonable assurance that the financial statements of the Company prepared by the Management comply in
all material respects with the Applicable Criteria.
Inherent limitations
Our work covered the items listed in the "Scope of Engagement" section to obtain reasonable assurance
based on the procedures described. In this context, the work we performed could not provide absolute
assurance that all matters that could be considered material weaknesses would be disclosed.
Conclusion
Based on the procedures performed and the evidence obtained, we express the conclusion that the
separate and consolidated financial statements of the Company and the Group for the year ended
December 31, 2025, in XHTML format, as well as the provided XBRL file («213800SZN4MZXLBCIB60-
2025-12-31-el.zip») with the appropriate mark-up on the above consolidated financial statements,
including the Notes, have been prepared, in all material respects, in accordance with the Applicable
Criteria.
Athens, April 27, 2026
The Certified Public Accountant Auditor
Vasiliki Tsipa
Registry Number SOEL 58201
80
Annual Financial Statements
1. Statement of Financial Position
(Amounts in €)
GROUP
COMPANY
31/12/2025
31/12/2024
31/12/2025
31/12/2024
ASSETS
Note
Non-Current Assets
Property, Plant and Equipment
7.2
87.597.621
89.536.980
Investment Property
7.3
280.000
490.000
Right-of-use Assets
7.4
1.487.798
1.363.264
Intangible Assets
7.5
624.710
497.717
Goodwill
7.6
0
0
Investments in Subsidiaries
7.7
16.126.609
19.127.258
Other Non-Current Assets
7.8
807.514
1.027.120
106.924.252
112.042.339
Current Assets
Inventory
7.9
19.430.309
20.317.946
Trade Receivables
7.10
38.941.205
43.995.560
Financial Assets at Fair Value
7.11
0
248.941
Cash and Cash Equivalents
7.12
7.757.617
4.378.612
Other Current Assets
7.13
3.681.965
2.606.593
69.811.096
71.547.652
Total Assets
176.735.348
183.589.991
EQUITY AND LIABILITIES
Equity attributable to Owners of the Parent
Share Capital
7.14
16.093.063
16.093.063
Share Premium
7.14
29.547.925
29.547.925
Treasury shares reserves
9.8
(140.650 )
(140.650)
0
Other Reserves
7.14
59.776.063
60.985.276
Equity attributable to the Owners of the Parent
105.276.401
106.626.264
Non-Controlling Interest
0
0
Total Equity
105.276.401
106.626.264
Non-Current Liabilities
Non-Current Loan Liabilities
7.15
19.300.000
6.100.000
Deferred Tax Liabilities
7.16
10.184.084
10.631.961
Defined benefit obligation
7.17
569.857
504.596
Non-Current Lease Liabilities
7.4
1.029.716
949.371
Financial Liabilities at Fair Value
7.11
0
357.390
Other Non-Current Liabilities
7.18
2.742.238
2.902.026
33.825.895
21.445.344
Current Liabilities
Trade Payables
7.19
16.306.829
13.643.514
Current Loan Liabilities
7.15
16.802.529
36.700.006
Financial Liabilities at Fair Value
7.11
196.133
0
Tax Liabilities
7.20
873.489
1.914.457
Current Lease Liabilities
7.4
502.258
448.209
Other Current & Accrued Liabilities
7.21
2.951.814
2.812.197
37.633.052
55.518.383
Total Equity and Liabilities
176.735.348
183.589.991
81
2. Statement of Comprehensive Income
GROUP
COMPANY
Note
1/1-
31/12/2025
1/1-
31/12/2024
1/1-
31/12/2025
1/1-
31/12/2024
Sales
7.22
171.249.219
180.464.240
Cost of Sales
7.23
(162.764.552 )
(168.554.165 )
(141.883.721)
(149.386.399)
Gross Profit
29.365.498
31.077.841
Other Income
7.24
3.972.961
4.361.611
Distribution Expenses
7.23
(21.329.417 )
(19.373.186 )
(17.532.040)
(15.831.506)
Administration expenses
7.23
(8.801.402 )
(8.871.753 )
(7.684.726)
(8.086.547)
Other Expenses
7.25
(662.551 )
(2.573.344 )
(541.356)
(2.023.151)
Operating Profit/(Loss)
7.580.337
9.498.248
Other Financial Results
7.26
(642.259 )
(209.036 )
(626.009)
(133.449)
Financial Income
7.27
262.370
298.154
Financial Expenses
7.27
(1.805.823 )
(2.923.842 )
(1.545.226)
(2.607.094)
Profits/(Losses) before Taxes
5.671.472
7.055.859
Tax Expense
7.28
(2.107.861 )
(2.162.959 )
(1.779.583)
(1.749.527)
Net Profit for the Year
3.891.889
5.306.332
Owners of the Parent
3.891.889
5.306.332
Non-Controlling Interests
(1.744 )
(1.092 )
0
0
Items that may be reclassified in statement of
comprehensive income in subsequent periods
Revaluation gain/(Loss)
0
0
Actuarial Profits/(Losses)
7.29
0
1.536.205
Income Tax that relates to Other Comprehensive
Income
7.29
(121.824 )
(76.176 )
(100.996)
(72.328)
Items that will not be Reclassified in statement
of comprehensive income in subsequent
periods
7.29
(415.140 )
22.219
(322.053)
Total Comprehensive Income for the Year
(95.328 )
(78.777)
1.141.824
Items that may be reclassified in statement of
comprehensive income in subsequent periods
3.813.112
6.448.156
Profit of the Year Attributable to:
Owners of the Parent
3.813.112
6.448.156
Non-Controlling Interests
(1.745 )
(1.092 )
0
0
Earnings per Share for Profits Attributable to
the Owners of the Parent
Basic
7.30
0,2274
0,3099
Proposed Dividend per Share
0,1800
0,3000
Depreciation
5.162.350
5.111.658
Earnings before Interest and Tax
7.580.337
9.498.248
Earnings before Interest, Tax, Depreciation and
Amortization
12.742.687
14.609.906
82
3. Statement of Changes in Equity
3.1 Group
(Amounts in €)
Share Capital
Share Premium
Statutory
Reserves
Extraordinary
Reserves
Tax Exempted
Reserves
Treasury Shares
Reserves
Assets
Revaluation
Reserves
Foreign Exchange
Differences
Reserves
Other
Reserves
Retained Earnngs
Equity
before
non-
controlling
interest
Non-controlling
Interest
Equity
after
non-
controlling
interest
Balance as at
January 1, 2024
Dividend distributed
(2.054.433 )
(2.054.433 )
(2.054.433 )
Capital return to
Shareholders
(Acquisition)/Sale of
Treasury Shares
Share Capital Increase
Change in Reserves
(378.367 )
Non – Controlling
Interests
Other Changes
(562 )
(562 )
(562 )
Transactions with
Owners of the
Parent
(2.433.362 )
(2.054.995 )
(2.054.995 )
Profit/(Loss) after Tax
(1.092 )
Other
Comprehensive
Income:
Actuarial Profit /(Loss)
(59.295 )
(59.295 )
(59.295 )
Profit/(Loss) from
Property Revaluation
Income directly
recorded in Equity
Equity as at
December 31, 2024
Balance as at
January 1, 2025
Dividend distributed
(5.136.084 )
(5.136.084 )
(5.136.084 )
Capital return to
Shareholders
(Acquisition)/Sale of
Treasury Shares
(140.650 )
(140.650 )
(140.650 )
Share Capital Increase
Change in Reserves
(17.456 )
(433.628 )
Non – Controlling
Interests
(253 )
(117 )
Other Changes
Transactions with
Owners of the
Parent
(140.650 )
(17.456 )
(5.569.576 )
(5.162.838 )
(253 )
(5.163.091 )
Profit/(Loss) after Tax
(1.744 )
Other
Comprehensive
Income:
Actuarial Profit /(Loss)
(95.327 )
(95.327 )
(1 )
(95.328 )
Profit/(Loss) from
Property Revaluation
Income directly
recorded in Equity
Equity as at
December 31, 2025
(140.650 )
83
3.2 Company
(Amounts in €)
Share Capital
Share Premium
Statutory
Reserves
Extraordinary
Reserves
Tax Exempted
Reserves
Treasury Shares
Reserves
Assets Revaluation
Reserves
Other
Reserves
Retained Earnings
Total
Total Equity
Balance as at January 1,
2024
16.093.063
29.547.925
2.138.242
103.990
3.208.286
0
9.851.864
6.592.716
34.696.455
102.232.541
102.232.541
Dividend distributed
0
0
0
0
0
0
0
0
(2.054.433)
(2.054.433)
(2.054.433)
Capital return to
Shareholders
0
0
0
0
0
0
0
0
0
0
0
(Acquisition)/Sale of
Treasury Shares
0
0
0
0
0
0
0
0
0
0
0
Share Capital Increase
0
0
0
0
0
0
0
0
0
0
0
Change in Reserves
0
0
378.367
0
0
0
0
0
(378.367)
0
0
Other Changes
0
0
0
0
0
0
0
0
0
0
0
Transactions with
Owners of the Parent
0
0
378.367
0
0
0
0
0
(2.432.800)
(2.054.433)
(2.054.433)
Profit/(Loss) after Tax
0
0
0
0
0
0
0
0
5.306.332
5.306.332
5.306.332
Other Comprehensive
Income:
Actuarial Profit /(Loss)
0
0
0
0
0
0
0
0
(56.416)
(56.416)
(56.416)
Profit/(Loss) from Property
Revaluation
0
0
0
0
0
0
1.198.240
0
0
1.198.240
1.198.240
Income directly recorded in
Equity
0
0
0
0
0
0
0
0
0
0
0
Equity as at December
31, 2024
16.093.063
29.547.925
2.516.609
103.990
3.208.286
0
11.050.104
6.592.716
37.513.571
106.626.264
106.626.264
Balance as at January 1,
2025
16.093.063
29.547.925
2.516.609
103.990
3.208.286
0
11.050.104
6.592.716
37.513.571
106.626.264
106.626.264
Dividend distributed
0
0
0
0
0
0
0
0
(5.136.084)
(5.136.084)
(5.136.084)
Capital return to
Shareholders
0
0
0
0
0
0
0
0
0
0
0
(Acquisition)/Sale of
Treasury Shares
0
0
0
0
0
(140.650)
0
0
0
(140.650)
(140.650)
Share Capital Increase
0
0
0
0
0
0
0
0
0
0
0
Change in Reserves
0
0
405.338
0
0
0
(10.232)
0
(395.106)
0
0
Other Changes
0
0
0
0
0
0
0
113.760
(1)
113.759
113.759
Transactions with
Owners of the Parent
0
0
405.338
0
0
(140.650)
(10.232)
113.760
(5.531.191)
(5.162.975)
(5.162.975)
Profit/(Loss) after Tax
0
0
0
0
0
0
0
0
3.891.889
3.891.889
3.891.889
Other Comprehensive
Income:
Actuarial Profit /(Loss)
0
0
0
0
0
0
0
0
(78.777)
(78.777)
(78.777)
Profit/(Loss) from Property
Revaluation
0
0
0
0
0
0
0
0
0
0
0
Income directly recorded in
Equity
0
0
0
0
0
0
0
0
0
0
0
Equity as at December
31, 2025
16.093.063
29.547.925
2.921.947
103.990
3.208.286
(140.650)
11.039.872
6.706.476
35.795.492
105.276.401
105.276.401
84
4. Statement of Cash Flows
(Amounts in €)
GROUP
COMPANY
01.01 -
31.12.2025
01.01 -
31.12.2024
01.01 -
31.12.2025
01.01 -
31.12.2024
Operating Activities
Profit/(Loss) before Tax
5.671.472
7.055.859
Plus/Less adjustments for:
Depreciation
5.322.139
5.271.475
Provisions
494.142
1.226.254
Grants Amortization
(159.789 )
(159.817 )
(159.789)
(159.817)
(Profit)/Loss from Disposal of Tangible and Intangible Assets
4.218
190.178
(Profit)/Loss from Revaluation at Fair Value of Investment Property and Own
Assets
0
136.866
(Profit)/Loss from Financial Assets & Liabilities measured at Fair Value
(4.816)
108.448
Interest Expense
1.545.226
2.607.094
Interest Income
(263.576 )
(307.089 )
(262.370)
(298.154)
Plus/Less Adjustments for Changes in Working Capital Accounts or
related Operating Activities
Decrease/(Increase) in Inventory
(2.572.400 )
887.637
3.550.510
Decrease/(Increase) in Trade Receivables
(2.022.896 )
6.952.189
(4.372.395)
(Decrease)/Increase in Liabilities (excluding loans)
(1.625.523 )
(1.138.148)
1.200.652
Less:
Interest paid
(1.942.779 )
(2.929.393 )
(1.690.701)
(2.576.432)
Tax Paid
(1.870.967 )
(2.106.919 )
(1.713.384)
(2.086.962)
Total Inflows/(Outflows) from Operating Activities (a)
15.907.815
11.853.576
Investing Activities
Share Capital Increase of Existing Subsidiaries
(15.000)
0
Proceeds from Return of Share Capital of Subsidiaries
3.029.019
0
Proceeds/(Payments) from Disposal/(Acquisition) of Financial Assets at Fair
Value
(555.000 )
(555.000)
300.000
Acquisition of Tangible and Intangible Assets
(5.431.915 )
(2.254.779 )
(3.113.399)
(1.927.778)
Proceeds from Disposal of Tangible and Intangible Assets
313.812
476.776
Interest Received
262.370
298.154
Total Inflows/(Outflows) from Investing Activities (b)
(5.409.527 )
(1.112.883 )
(78.198)
(852.848)
Financing Activities
Proceeds/(Payments) from Share Capital Increase/Decrease
(116 )
0
0
Sale /(Acquisition) of Treasury Shares
(140.650 )
(140.650)
0
Proceeds from Loans Issued/Received
37.502.523
14.444.268
Loan Repayments
(46.465.809 )
(30.884.287 )
(44.200.000)
(25.375.000)
Repayment of Lease Liabilities
(610.516 )
(557.488 )
(494.542)
(455.316)
Dividends Paid
(5.117.943 )
(2.051.000 )
(5.117.943)
(2.051.000)
Total Inflows/(Outflows) from Financing Activities (c)
(7.861.884 )
(19.005.496 )
(12.450.612)
(13.437.048)
Net Increase/(Decrease) in Cash and Cash Equivalents for the year
(a+b+c)
(2.355.290 )
3.379.005
(2.436.320)
Year Opening Cash and Cash Equivalents
4.378.612
6.814.932
Year Closing Cash and Cash Equivalents
7.757.617
4.378.612
85
5. Notes to Financial Statements
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
Sourpi, April 27, 2026
The Chairman
of the Board of Directors
The Chief
Executive Officer
The Chief
Accountant
Nikolaos K. Loulis
Nikolaos S. Fotopoulos
Georgios K. Karpouzas
